<PAGE>   1



                                  Exhibit (10b)

                                                                EXECUTION COPY



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


                            364-DAY CREDIT AGREEMENT

                                   dated as of

                                  June 30, 2000

                                      among

                                 USG CORPORATION
                                   as Borrower

                            The Lenders Party Hereto

                            THE CHASE MANHATTAN BANK
                             as Administrative Agent

                         BANK ONE, NA and CITIBANK, N.A.
                              as Syndication Agents

                                       and

                              BANK OF AMERICA, N.A.
                             as Documentation Agent

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

                              CHASE SECURITIES INC.
                   as Sole Lead Arranger and Sole Book Manager





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



<PAGE>   2



ARTICLE I         Definitions.................................................1

SECTION 1.01.     Defined Terms...............................................1
SECTION 1.02.     Classification of Loans and Borrowings.....................17
SECTION 1.03.     Terms Generally............................................17
SECTION 1.04.     Accounting Terms; GAAP.....................................18

ARTICLE II        The Credits................................................18

SECTION 2.01.     Commitments................................................18
SECTION 2.02.     Loans and Borrowings.......................................18
SECTION 2.03.     Requests for Revolving Borrowings..........................19
SECTION 2.04.     Competitive Bid Procedure..................................20
SECTION 2.05.     Funding of Borrowings......................................22
SECTION 2.06.     Repayment of Borrowings; Evidence of Debt..................23
SECTION 2.07.     Interest Elections.........................................23
SECTION 2.08.     Termination, Reduction and Extension of Commitments........24
SECTION 2.09.     Increase in Commitments....................................26
SECTION 2.10.     Prepayment of Loans........................................28
SECTION 2.11.     Fees.......................................................28
SECTION 2.12.     Interest...................................................29
SECTION 2.13.     Alternate Rate of Interest.................................30
SECTION 2.14.     Increased Costs............................................31
SECTION 2.15.     Break Funding Payments.....................................32
SECTION 2.16.     Taxes......................................................32
SECTION 2.17.     Payments Generally; Pro Rata Treatment; Sharing
                    of Setoffs...............................................33
SECTION 2.18.     Mitigation Obligations; Replacement of Lenders.............35

ARTICLE III       Representations and Warranties.............................36

SECTION 3.01.     Organization; Corporate Powers.............................36
SECTION 3.02.     Authority..................................................36
SECTION 3.03.     Subsidiaries; Ownership of Capital Stock...................36
SECTION 3.04.     No Conflict................................................36
SECTION 3.05.     Governmental Consents......................................37
SECTION 3.06.     Governmental Regulation....................................37
SECTION 3.07.     Labor Matters..............................................37
SECTION 3.08.     Litigation; Material Adverse Effects.......................37
SECTION 3.09.     Payment of Taxes...........................................37
SECTION 3.10.     Margin Stock...............................................38
SECTION 3.11.     No Material Misstatements..................................38
SECTION 3.12.     Requirements of Law........................................38
SECTION 3.13.     Environmental Matters......................................38
SECTION 3.14.     ERISA......................................................39
SECTION 3.15.     Assets and Properties......................................40
SECTION 3.16.     Agreements.................................................40




<PAGE>   3



SECTION 3.17.     Financial Statements.......................................40

ARTICLE IV        Conditions.................................................40

SECTION 4.01.     Effective Date.............................................40
SECTION 4.02.     Each Credit Event..........................................41

ARTICLE V         Affirmative Covenants......................................42

SECTION 5.01.     Corporate Existence; Corporate Powers; Etc.................42
SECTION 5.02.     Compliance with Laws, Etc..................................42
SECTION 5.03.     Maintenance of Properties; Insurance.......................42
SECTION 5.04.     Payment of Taxes and Claims................................43
SECTION 5.05.     Inspection of Property; Books and Records..................43
SECTION 5.06.     ERISA......................................................43
SECTION 5.07.     Financial Statements.......................................44
SECTION 5.08.     Notices of Material Events.................................45

ARTICLE VI        Negative Covenants.........................................45

SECTION 6.01.     Debt.......................................................46
SECTION 6.02.     Sales of Assets............................................46
SECTION 6.03.     Liens......................................................47
SECTION 6.04.     Transactions with Affiliates...............................48
SECTION 6.05.     Fundamental Changes........................................48
SECTION 6.06.     Sales and Lease-Back.......................................49
SECTION 6.07.     Restrictive Agreements.....................................49
SECTION 6.08.     No More Restrictive Covenants..............................49
SECTION 6.09.     Financial Covenants........................................50

ARTICLE VII       Events of Default..........................................50

SECTION 7.01.     Events of Default..........................................50
SECTION 7.02.     Rights and Remedies........................................53

ARTICLE VIII      The Administrative Agent...................................53


ARTICLE IX        Miscellaneous..............................................56

SECTION 9.01.     Notices....................................................56
SECTION 9.02.     Waivers; Amendments........................................56
SECTION 9.03.     Expenses; Indemnity; Damage Waiver.........................58
SECTION 9.04.     Successors and Assigns.....................................59
SECTION 9.05.     Survival...................................................61
SECTION 9.06.     Counterparts; Integration; Effectiveness...................62
SECTION 9.07.     Severability...............................................62
SECTION 9.08.     Right of Setoff............................................62
SECTION 9.09.     Governing Law; Jurisdiction; Consent to
                    Service of Process.......................................62
SECTION 9.10.     WAIVER OF JURY TRIAL.......................................63
SECTION 9.11.     Headings...................................................63
SECTION 9.12.     Confidentiality............................................63
SECTION 9.13.     Non-Reliance by the Lenders................................64

                                       ii



<PAGE>   4


SCHEDULES:

Schedule 2.01 --  Lenders and Commitments

Schedule 2.17 --  Payment Instructions

Schedule 3.03 --  Subsidiaries

Schedule 3.08 --  Litigation; Material Adverse Effects

Schedule 3.13 --  Environmental Matters

Schedule 3.14 --  ERISA

Schedule 6.01 --  Existing Debt

Schedule 6.03 --  Existing Liens

Schedule 6.07 --  Existing Restrictive Agreements

EXHIBITS:

Exhibit A     --  Form of Assignment and Acceptance

Exhibit B-1   --  Form of Opinion of Special Counsel for the Administrative
                    Agent

Exhibit B-2   --  Form of Opinion of Assistant General Counsel of the Company



                                      iii




<PAGE>   5



                  364-DAY CREDIT AGREEMENT dated as of June 30, 2000, among USG
CORPORATION, a Delaware corporation (the "Company"); the LENDERS from time to
time party hereto; THE CHASE MANHATTAN BANK, as Administrative Agent; BANK ONE,
NA and CITIBANK, N.A., as Syndication Agents; and BANK OF AMERICA, N.A., as
Documentation Agent.

                  The Company has requested the Lenders (such term and each
other capitalized term used and not otherwise defined herein having the meaning
assigned to it in Article I) to extend credit in the form of Commitments under
which the Company may obtain Loans in US Dollars in an aggregate principal
amount at any time outstanding that will not result in the sum of the Revolving
Exposures and the Competitive Loan Exposures exceeding $200,000,000. The Company
has also requested the Lenders to provide a procedure pursuant to which the
Company may invite the Lenders to bid on an uncommitted basis on short-term
Loans to the Company.

                  The Lenders are willing to establish the credit facilities
referred to in the preceding paragraph upon the terms and subject to the
conditions set forth herein. Accordingly, the parties hereto agree as follows:

                                   ARTICLE I

                                   Definitions

                  SECTION 1.01 Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "Adjusted LIBO Rate" means, with respect to any Eurocurrency
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "Administrative Agent" means The Chase Manhattan Bank, in its
capacity as administrative agent for the Lenders hereunder.

                  "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                  "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base
CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1%. Any change in the



<PAGE>   6



Alternate Base Rate due to a change in the Prime Rate, the Base CD Rate or the
Federal Funds Effective Rate shall be effective from and including the effective
date of such change in the Prime Rate, the Base CD Rate or the Federal Funds
Effective Rate, respectively.

                  "Applicable Rate" means, for any day, with respect to (i) any
Loan of any Type or (ii) the facility fees payable hereunder, as the case may
be, the applicable rate per annum set forth under the appropriate caption in the
table below, based upon the ratings by Moody's and S&P, respectively, applicable
on such date to the Index Debt:

               ================================================================
                                                   Eurocurrency   Facility Fee
                 Index Debt Ratings:  ABR Spread      Spread          Rate
               ----------------------------------------------------------------
                      Category 1          0%          0.24%          0.06%
                      ----------
                         A2/A
               ----------------------------------------------------------------
                      Category 2          0%          0.295%         0.08%
                      ----------
                        A3/A-
               ----------------------------------------------------------------
                      Category 3          0%          0.40%          0.10%
                      ----------
                      Baa1/BBB+
               ----------------------------------------------------------------
                      Category 4          0%          0.50%          0.125%
                      ----------
                       Baa2/BBB
               ----------------------------------------------------------------
                      Category 5          0%          0.60%          0.15%
                      ----------
                      Baa3/BBB-
               ----------------------------------------------------------------
                      Category 6          0%         1.0625%        0.1875%
                      ----------
                      <Baa3/BBB-
               ================================================================

                  For purposes of the foregoing,

                        (i)      if either Moody's or S&P shall not have in
                  effect a rating for the Index Debt (other than by reason of
                  the circumstances referred to in the last sentence of this
                  definition), then such rating agency shall be deemed to have
                  established a rating in Category 6;

                        (ii)     if the ratings established or deemed to have
                  been established by Moody's and S&P for the Index Debt shall
                  fall within different Categories, the Applicable Rate shall
                  be based on the higher of the two ratings, unless one of the
                  two ratings is two or more Categories lower than the other,
                  in which case the Applicable Rate shall be determined by
                  reference to the Category next below that of the higher of
                  the two ratings; and

                        (iii)    if the ratings established or deemed to have
                  been established by Moody's and S&P for the Index Debt shall
                  be changed (other than as a result of a change in the rating
                  system of Moody's or S&P), such change shall be effective as
                  of the date on which it is first announced by the applicable
                  rating agency, irrespective of when notice of such change
                  shall have been furnished by the Company to the
                  Administrative Agent and the Lenders pursuant to Section
                  5.07(f) hereof or otherwise. Each change in the Applicable
                  Rate shall apply during the period commencing on the
                  effective date of such change and ending on the date
                  immediately preceding the effective date of the next such
                  change. If the rating system of Moody's or S&P shall change,
                  or if either such rating



                                       2



<PAGE>   7





                  agency shall cease to be in the business of rating corporate
                  debt obligations, the Company and the Lenders shall
                  negotiate in good faith to amend this definition to reflect
                  such changed rating system or the unavailability of ratings
                  from such rating agency and, pending the effectiveness of
                  any such amendment, the Applicable Rate shall be determined
                  by reference to the rating most recently in effect prior to
                  such change or cessation.

                  "Assessment Rate" means, for any day, the annual assessment
rate in effect on such day that is payable by a member of the Bank Insurance
Fund classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual
rate as shall be determined by the Administrative Agent to be representative of
the cost of such insurance to the Lenders.

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

                  "Average Life" means, as of any date, with respect to any debt
or redeemable equity security, the quotient obtained by dividing (i) the sum of
the products of (x) the number of years from such date to the date of each
scheduled principal or redemption payment (including any sinking fund or
mandatory redemption payment requirements) of such debt or equity security
multiplied in each case by (y) the amount of such principal or redemption
payments by (ii) the sum of all such principal or redemption payments.

                  "Bankruptcy  Code" means Title 11 of the United States
Code (11 U.S.C.ss.ss. 101 et seq.), as amended from time to time, or any
successor statute.

                  "Base CD Rate" means the sum of (a) the Three-Month Secondary
CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

                  "Benefit Plan" means a pension plan as defined in Section 3(2)
of ERISA (other than a Multiemployer Plan) which is subject to the provisions of
Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA in respect
of which the Company or an ERISA Affiliate is, or within the immediately
preceding five (5) years was, an "employer" as defined in Section 3(5) of ERISA.

                  "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

                  "Borrowing" means Loans (including one or more Competitive
Loans) of the same Class and Type, made, converted or continued on the same date
and, in the case of Eurocurrency Loans or Fixed Rate Loans, as to which a single
Interest Period is in effect.




                                       3



<PAGE>   8


                  "Borrowing Minimum" means $5,000,000.

                  "Borrowing Multiple" means $1,000,000.

                  "Borrowing Request" means a request by the Company for a
Revolving Borrowing in accordance with Section 2.03.

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided, that when used in connection with a
Eurocurrency Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in deposits in US Dollars in the London
interbank market.

                  "Capital Lease" means any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
the obligations with respect to which are required to be classified and
accounted for as capital leases on a balance sheet of the lessee under GAAP.

                  "Change in Law" means (a) the adoption or coming into force of
any law, rule or regulation after the date of this Agreement, (b) any change in
any law, rule or regulation or in the interpretation or application thereof by
any Governmental Authority after the date of this Agreement or (c) compliance by
any Lender or by any lending office of such Lender or by such Lender's holding
company with any request, guideline or directive (whether or not having the
force of law) of any Governmental Authority made or issued after the date of
this Agreement.

                  "Chase" means The Chase Manhattan Bank and its successors.

                  "Class", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans or Competitive Loans.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

                  "Commission" means the Securities and Exchange Commission and
any Person succeeding to the functions thereof.

                  "Commitment" means, with respect to each Lender, the
commitment of such Lender to make Revolving Loans pursuant to Section 2.01,
expressed as an amount representing the maximum aggregate amount of such
Lender's Revolving Exposure hereunder, as such commitment may be (a) reduced
from time to time pursuant to Section 2.08, (b) increased from time to time
pursuant to Section 2.09 and (c) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Commitment is set forth on Schedule 2.01, or in the Assignment
and Acceptance pursuant to which such Lender shall have assumed its Commitment,
as applicable. The aggregate amount of the Commitments on the date hereof is
$200,000,000.

                  "Company" has the meaning assigned to such term in the heading
of this Agreement.



                                       4



<PAGE>   9


                  "Competitive Bid" means an offer by a Lender to make a
Competitive Loan in accordance with Section 2.04.

                  "Competitive Bid Rate" means, with respect to any Competitive
Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making
such Competitive Bid.

                  "Competitive Bid Request" means a request for Competitive Bids
in accordance with Section 2.04.

                  "Competitive Borrowing" means a Borrowing comprised of
Competitive Loans.

                  "Competitive Loan" means a Loan made pursuant to Section 2.04.
Each Competitive Loan shall be a Eurocurrency Loan or a Fixed Rate Loan.

                  "Competitive Loan Exposure" means, with respect to any Lender
at any time, the aggregate principal amount of the outstanding Competitive Loans
of such Lender.

                  "Confidential Information Memorandum" means the Confidential
Information Memorandum dated June 2000 distributed to the Lenders, together with
the appendices thereto, as amended through the date hereof.

                  "Contractual Obligation", as applied to any Person, means any
provision of any securities issued by that Person or any indenture, mortgage,
deed of trust, contract, undertaking, document, instrument or other agreement or
instrument to which that Person is a party or by which it or any of its
properties is bound, or to which it or any of its properties is subject
(including, without limitation, any restrictive covenant affecting such Person
or any of its properties).

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Customary Permitted Liens" means:

                  (i)      Liens (other than Environmental Liens and any Lien
         imposed under ERISA) for taxes, assessments or charges of any
         Governmental Authority for claims not yet due or which are being
         contested in good faith by appropriate proceedings and with respect to
         which adequate reserves or other appropriate provisions are being
         maintained in accordance with GAAP;

                  (ii)     statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, materialmen and other Liens (other than any
         Lien imposed under ERISA) imposed by law, created in the ordinary
         course of business and for amounts not yet due or which are being
         contested in good faith by appropriate proceedings and with respect to
         which adequate reserves or other appropriate provisions are being
         maintained in accordance with GAAP;



                                       5


<PAGE>   10


                  (iii)    Liens (other than any Lien imposed under ERISA)
         incurred or deposits made in the ordinary course of business
         (including, without limitation, security deposits for leases, surety
         bonds and appeal bonds) in connection with workers' compensation,
         liability insurance or self-insurance, unemployment insurance and
         other types of social security benefits or to secure the performance
         of tenders, bids, contracts (other than for the repayment or guarantee
         of borrowed money or purchase money obligations), statutory
         obligations and other similar obligations or arising as a result of
         progress payments under government contracts;

                  (iv)     easements (including, without limitation, reciprocal
         easement agreements and utility agreements), rights-of-way, liens with
         respect to municipal and zoning ordinances, covenants, consents,
         reservations, encroachments, minor defects or irregularities in title,
         variations and other restrictions, charges or encumbrances (whether or
         not recorded) affecting the use of real property, which individually
         or in the aggregate do not or could not reasonably be expected to have
         a Material Adverse Effect;

                  (v)      Liens incurred with respect to rights of agents for
         collection for the Company and its Subsidiaries under assignments of
         chattel paper, accounts, instruments, or general intangibles for
         purposes of collection in the ordinary course of business;

                  (vi)     Liens in favor of customs and revenue authorities
         arising as a matter of law to secure payment of customs duties in
         connection with the importation of goods;

                  (vii)    purchase money security interests of suppliers with
         respect to goods supplied, which security interests have not been
         perfected by filing or by the taking of possession of collateral and
         which have not been in existence more than ninety (90) days; and

                  (viii)   extensions, renewals or replacements of any Lien
         referred to in clauses (i) through (vi) above; provided, that (A) in
         the case of paragraphs (i) through (iii) above, the principal amount
         of the obligation secured thereby is not increased and (B) any such
         extension, renewal or replacement is limited to the property
         originally encumbered thereby.

                  "Debt" at any time means, with respect to the Company and its
Subsidiaries on a consolidated basis, without duplication, the sum of (i) the
aggregate outstanding principal balance of all Revolving Loans and all
Competitive Loans at such time, (ii) the aggregate principal amount of
indebtedness of the Company and its consolidated Subsidiaries at such time,
(iii) the outstanding principal amount of Capital Leases of the Company and its
consolidated Subsidiaries at such time, (iv) all reimbursement obligations and
other liabilities of the Company and its consolidated Subsidiaries with respect
to letters of credit, other than letters of credit issued in connection with the
incurrence of trade debt, (v) any indebtedness incurred other than in the
ordinary course of business, whether or not for borrowed money, secured by any
Lien in respect of property owned by such Person, whether or not such Person has
assumed or become liable for the payment of such indebtedness, (vi) any
indebtedness (other than trade debt incurred in the ordinary course of
business), whether or not for borrowed money, with respect to which such Person
has become directly or indirectly liable and which represents or has been
incurred to



                                       6



<PAGE>   11



finance the purchase price (or a portion thereof) of any property or services or
business acquired by the Company or any such consolidated Subsidiary, whether by
purchase, consolidation, merger or otherwise, and (vii) the aggregate amount of
all Guarantees with respect to indebtedness of third parties of the type
described in clauses (ii) through (vi) above at such time.

                  "Debt/EBITDA Ratio" at any time means the ratio of (i) Debt
less the aggregate amount of cash and cash equivalents held by the Company and
its consolidated Subsidiaries at such time to (ii) EBITDA for the twelve-month
period ending with the last day of the then most recently ended fiscal quarter
of the Company with respect to which the Company has delivered consolidated
financial statements pursuant to Section 5.07(a) or (b), as applicable.

                  "Default" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

                  "EBITDA" for any period means the consolidated operating
earnings from continuing operations of the Company and its Subsidiaries before
interest, taxes, depreciation, amortization, minority interests and other
non-cash adjustments to operating earnings for such period; provided that
operating earnings from continuing operations shall not be reduced by any charge
which is incurred in connection with the quantification of future claims with
respect to asbestos personal injury cases. For the purposes of calculating
EBITDA for any period of four consecutive fiscal quarters (each, a "Reference
Period") pursuant to any determination of the Debt/EBITDA Ratio, (i) if at any
time during such Reference Period the Company or any Subsidiary shall have made
any Material Disposition, EBITDA for such Reference Period shall be reduced by
an amount equal to the EBITDA (if positive) attributable to the property that is
the subject of such Material Disposition for such Reference Period or increased
by an amount equal to the EBITDA (if negative) attributable thereto for such
Reference Period, and (ii) if during such Reference Period the Company or any
Subsidiary shall have made a Material Acquisition, EBITDA for such Reference
Period shall be calculated after giving pro forma effect thereto as if such
Material Acquisition occurred on the first day of such Reference Period. As used
in this definition, "Material Acquisition" means any acquisition of property or
series of related acquisitions of property that (a) constitutes assets
comprising all or substantially all of an operating unit of a business or
constitutes all or substantially all of the common stock of a Person and (b)
involves the payment of consideration by the Company and its Subsidiaries with
value in excess of $25,000,000, and "Material Disposition" means any sale or
other disposition of property or series of related sales or other dispositions
of property that yields gross proceeds to the Company or any of its Subsidiaries
with value in excess of $25,000,000.

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority, or
common law, relating in any way to the environment, preservation or reclamation
of natural resources, the management, release or threatened release of any
Hazardous Material or to health and safety matters.



                                       7



<PAGE>   12


                  "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, natural resource damage claims,
costs of environmental remediation, fines, penalties or indemnities), of the
Company or any Subsidiary directly or indirectly resulting from or based upon
(a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

                  "Environmental Lien" means a Lien in favor of any Governmental
Authority for (i) any liability under Environmental Laws or (ii) damages arising
from, or costs incurred by such Governmental Authority in response to, a Release
or threatened Release of a Hazardous Material into the environment.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

                  "ERISA Affiliate" means each person (as defined in Section
3(9) of ERISA) that is a member of a group of which the Company is a member and
which is treated as a single employer under Section 414 of the Code, excluding
any foreign Subsidiary of the Company which is not subject to ERISA.

                  "Eurocurrency", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the Adjusted LIBO Rate
(or, in the case of a Competitive Loan, the LIBO Rate).

                  "Event of Default" has the meaning assigned to such term in
Section 7.01.

                  "Excluded Taxes" means, with respect to any Lender, (a) income
or franchise taxes imposed on (or measured by) its net income by the United
States of America (or any political subdivision thereof), or by the jurisdiction
under which such recipient is organized or in which its principal office or any
lending office from which it makes Loans hereunder is located, (b) any branch
profit taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above, (c) any withholding tax
that is imposed by the United States of America (or any political subdivision
thereof) on payments by the Company from an office within such jurisdiction to
the extent such tax is in effect and would apply as of the date such Lender
becomes a party to this Agreement or relates to payments received by a new
lending office designated by such Lender and is in effect and would apply at the
time such lending office is designated, (d) any withholding tax that is
attributable to such Lender's failure to comply with Section 2.16(e), except, in
the case of clause (c) above, to the extent that (i) such Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from the applicable
Company with respect to such withholding tax pursuant to Section 2.16(a) or (ii)
such withholding tax shall have resulted from the making of any payment to a
location other than the office designated by the Administrative Agent or such
Lender for the receipt of payments of the applicable type from the Company.



                                       8



<PAGE>   13


                  "Exposure" means, with respect to any Lender, such Lender's
Revolving Exposure and Competitive Loan Exposure.

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "Financial Officer" means the chief financial officer, the
controller, the assistant controller, the treasurer or the assistant treasurer
of the Company.

                  "Fiscal Year" means the fiscal year of the Company, which
shall be the twelve (12) month period ending on December 31 in each year or such
other period as the Company may designate and the Administrative Agent (with the
consent of the Required Lenders) may approve in writing.

                  "Five-Year Credit Agreement" means the Five-Year Credit
Agreement dated as of the date hereof among the Company, the lenders from time
to time party thereto, the Administrative Agent, The Toronto-Dominion Bank, as
Canadian Agent, and the Syndication Agents and Documentation Agent named in the
heading of this Agreement.

                  "Fixed Rate" means, with respect to any Competitive Loan
(other than a Eurocurrency Competitive Loan), the fixed rate of interest per
annum specified by the Lender making such Competitive Loan in its related
Competitive Bid.

                  "Fixed Rate Loan" means a Competitive Loan bearing interest at
a Fixed Rate.

                  "Foreign Subsidiary" means any Subsidiary other than a
Subsidiary organized under the laws of the United States of America, any State
thereof or the District of Columbia.

                  "GAAP" means generally accepted accounting principles in the
United States of America.

                  "Governmental Authority" means the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

                  "Guarantee" when used with respect to any Person means any
obligation, contingent or otherwise, of such Person guaranteeing or having the
economic effect of guaranteeing any Debt of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, and including any
obligation of such Person, direct or indirect, (a) to



                                       9



<PAGE>   14



purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt or to purchase (or to advance or supply funds for the purchase of) any
security for the payment of such Debt, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Debt of the
payment of such Debt, (c) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Debt or (d) as an account party in
respect of any letter of credit or letter of guaranty issued to support such
Debt; provided that the term "Guarantee" shall not include endorsements of items
by any Person for collection or deposit in the ordinary course of business.

                  "Hazardous Materials" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and any solid, liquid, gas, odor, heat, sound, vibration,
radiation or combination of any of them regulated under or for which liability
or standards of care are imposed pursuant to any Environmental Law.

                  "Hedging Agreement" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging
arrangement.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Index Debt" means senior, unsecured, long-term indebtedness
for borrowed money of the Company that is not guaranteed by any other Person or
subject to any other credit enhancement.

                  "Initial Borrowing Date" means the date of the initial
Borrowing hereunder.

                  "Interest Coverage Ratio" of the Company for any period means
the ratio of (a) EBITDA for such period to (b) the total net consolidated
interest expense of the Company and its Subsidiaries during such period (as
shown on a consolidated income statement of the Company for such period).

                  "Interest Election Request" means a request by the Company to
convert or continue a Revolving Borrowing in accordance with Section 2.07.

                  "Interest Payment Date" means (a) with respect to any ABR
Loan, the last day of each March, June, September and December, (b) with respect
to any Eurocurrency Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurocurrency
Borrowing with an Interest Period of more than three months' duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months' duration after the first day of such Interest Period, and (c) with
respect to any Fixed Rate Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate
Borrowing with an Interest Period of more than 90 days' duration (unless
otherwise specified in the applicable Competitive Bid Request), each day prior
to the last day of such



                                       10



<PAGE>   15



Interest Period that occurs at intervals of 90 days' duration after the first
day of such Interest Period, and any other dates specified in the applicable
Competitive Bid Request as Interest Payment Dates with respect to such
Borrowing.

                  "Interest Period" means, (i) with respect to any Eurocurrency
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Company may elect and (ii) with respect to any
Fixed Rate Borrowing, the period (which shall not be less than 7 days or more
than 180 days) commencing on the date of such Borrowing and ending on the date
specified in the applicable Competitive Bid Request; provided that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurocurrency Borrowing only, such next succeeding Business Day would fall
in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, and (ii) any Interest Period pertaining to a
Eurocurrency Borrowing that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made,
and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

                  "IRS" means the Internal Revenue Service and any Person
succeeding to the functions thereof.

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance or as provided in Section 2.09, other than any such Person that shall
have ceased to be a party hereto pursuant to an Assignment and Acceptance.

                  "LIBO Rate" means, with respect to any Eurocurrency Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Telerate Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to US Dollar deposits in the London interbank market)
at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for deposits in US Dollars
with a maturity comparable to such Interest Period. In the event that such rate
is not available at such time for any reason, then the "LIBO Rate" with respect
to such Eurocurrency Borrowing for such Interest Period shall be the rate at
which US Dollar deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

                  "Lien" means any mortgage, deed of trust, pledge,
hypothecation, assignment, collateral deposit arrangement, security interest,
charge, encumbrance (including, but not limited to, easements, rights of way,
zoning restrictions, restrictive covenants and the like), lien (statutory or
other), preference, priority or other security agreement or preferential
arrangement




                                       11


<PAGE>   16



of any kind or nature whatsoever, including, without limitation, 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, the filing of any financing statement
(other than a financing statement filed by a "true" lessor pursuant to 9-408 of
the Uniform Commercial Code) naming the Company or any Material Subsidiary as
owner of the collateral to which such Lien relates as debtor, under the Uniform
Commercial Code or other comparable law of any jurisdiction, and, in the case of
securities, any purchase option, call or similar right of a third party with
respect to such securities; provided, that any financing statement or similar
statement filed without the consent of the Company or any of its Subsidiaries
shall not constitute a Lien if such statement does not secure an obligation due
and owing by the Company or any such Subsidiary and the Company or such
Subsidiary, as appropriate, shall take prompt action to have the statement
terminated or otherwise removed.

                  "Loan Documents" means this Agreement and each promissory note
delivered pursuant to this Agreement.

                  "Loans" means the loans made by the Lenders to the Company
pursuant to this Agreement.

                  "Margin" means, with respect to any Competitive Loan bearing
interest at a rate based on the LIBO Rate, the marginal rate of interest, if
any, to be added to or subtracted from the LIBO Rate to determine the rate of
interest applicable to such Loan, as specified by the Lender making such Loan in
its related Competitive Bid.

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, assets, prospects or condition, financial or otherwise, of the
Company and the Subsidiaries taken as a whole and taking into account the
cyclical nature of the business of the Company and its Subsidiaries, (b) the
ability of the Company and its Subsidiaries, taken as a whole, to perform any of
its obligations under this Agreement or (c) the rights of or benefits available
to the Lenders under this Agreement.

                  "Material Debt" means Debt (other than the Loans), or
obligations in respect of one or more Hedging Agreements, of any one or more of
the Company and its Material Subsidiaries in an aggregate principal amount
exceeding $25,000,000. For purposes of determining Material Debt, the "principal
amount" of the obligations of the Company or any Material Subsidiary in respect
of any Hedging Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Company or such Subsidiary
would be required to pay if such Hedging Agreement were terminated at such time.

                  "Material Subsidiary" means, at any time, any one of (i)
United States Gypsum Company, a Delaware corporation, (ii) USG Interiors, Inc.,
a Delaware corporation, (iii) L&W Supply Corporation, a Delaware corporation,
(iv) CGC Inc., a Canadian corporation, (v) any Canadian Borrower (as defined in
the Five Year Credit Agreement), (vi) any other Subsidiary of the Company with
revenues for the four fiscal quarter period ending on the last day of the most
recently ended fiscal quarter of the Company greater than or equal to 10% of the
total revenues of the Company and its Subsidiaries on a consolidated basis for
such period, and (vii) any other Subsidiary of the Company with assets as of the
last day of the Company's most recently ended



                                       12


<PAGE>   17



fiscal quarter greater than or equal to 10% of the total assets of the Company
and its Subsidiaries on a consolidated basis on such date, in each case computed
in accordance with GAAP; provided that if, at any time, all of the Company's
Subsidiaries that are not Material Subsidiaries (the "Non-Material
Subsidiaries"), taken as a whole, would constitute a Material Subsidiary, then
the Company shall designate one or more additional Subsidiaries as Material
Subsidiaries to the effect that, after such designation, all of the remaining
Non-Material Subsidiaries, taken as a whole, would not constitute a Material
Subsidiary at such time.

                  "Maturity Date" means the first anniversary of the Termination
Date.

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

                  "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA to which the Company or any ERISA Affiliate (other
than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of
Section 414 of the Code) is making or accruing an obligation to make
contributions, or has within any of the preceding five (5) plan years made or
accrued an obligation to make contributions.

                  "Obligations" means (a) the due and punctual payment of (i)
the principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans made to the Company, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, and (ii)
all other monetary obligations, including fees, costs, expenses and indemnities,
whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Company under this Agreement and the other
Loan Documents, and (b) unless otherwise agreed upon in writing by the
applicable Lender party thereto, the due and punctual payment and performance of
all obligations of the Company or any Subsidiary, monetary or otherwise, under
each interest rate Hedging Agreement relating to Obligations referred to in the
preceding clause (a) entered into with any counterparty that was a Lender (or an
Affiliate thereof) at the time such Hedging Agreement was entered into.

                  "Operating Lease" means, as applied to any Person, any lease
of any property (whether real, personal or mixed) by that Person as lessee which
is not a Capital Lease.

                  "Other Taxes" means any and all present or future recording,
stamp, documentary, excise, transfer, sales, property or similar taxes, charges
or levies arising from any payment made hereunder or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA, or any successor entity performing similar functions.

                  "Percentage" means, with respect to any Lender, the percentage
of the total Commitments represented by such Lender's Commitment. If the
Commitments have terminated or expired, the Percentages shall be determined
based upon the Commitments most recently in



                                       13



<PAGE>   18



effect, giving effect to any assignments.

                  "Permit" means any permit, approval, authorization, license,
variance, or permission required from a Governmental Authority under an
applicable Requirement of Law.

                  "Permitted Refinancing Debt" means Debt of the Company, the
proceeds of which are used to Refinance outstanding Debt of the Company or any
Subsidiary, provided that (i) if the Debt being Refinanced is pari passu with or
subordinated in right of payment to the Obligations, then such Debt is pari
passu or subordinated in right of payment to, as the case may be, the
Obligations at least to the same extent as the Debt being Refinanced, (ii) such
Debt is scheduled to mature (as determined under GAAP) no earlier than the
earlier of (A) the maturity date of the Debt being Refinanced and (B) the
Maturity Date, (iii) such Debt has an Average Life at the time such Debt is
incurred that is equal to or greater than the lesser of (A) the Average Life of
the Debt being Refinanced and (B) the period from the date such Debt is incurred
to the Maturity Date, and (iv) such Debt is in an aggregate principal amount
(or, if such Debt is issued at a price less than the principal amount thereof,
has an aggregate original issue price) not in excess of the aggregate principal
amount then outstanding of the Debt being Refinanced (or if the Debt being
Refinanced was issued at a price less than the principal amount thereof, then
not in excess of the amount of liability in respect thereof determined in
accordance with GAAP) plus all interest accrued thereon and all related fees,
expenses, and redemption or repurchase premiums (including any payments made in
connection with procuring any required lender or similar consents).

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "Plan" means any employee benefit plan as defined in Section
3(3) of ERISA (other than a Multiemployer Plan) which is maintained for
employees of the Company or any ERISA Affiliate.

                  "Pooling and Servicing Agreement" means that certain Pooling
and Servicing Agreement dated as of December 20, 1994, as the same has been
amended, restated, supplemented or otherwise modified from time to time through
the date hereof, among the Company, USG Funding Corporation, a Delaware
corporation and a Subsidiary of the Company, and The Chase Manhattan Bank
(formerly known as Chemical Bank), in its capacity as trustee.

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by The Chase Manhattan Bank as its prime rate in
effect at its principal office in New York City; each change in the Prime Rate
shall be effective from and including the date such change is publicly announced
as being effective.

                  "Receivables Purchase Agreement" has the meaning given to such
term in the Pooling and Servicing Agreement.

                  "Refinance" means, with respect to any Debt, to renew, extend,
refinance, refund, replace or repurchase, or be substituted for, such Debt and
"Refinancing" means the renewal, extension, refinancing, refunding, replacement
or repurchasing of, or substitution for, such Debt.



                                       14



<PAGE>   19



                  "Register" has the meaning set forth in Section 9.04.

                  "Related Fund" means, with respect to any Lender that is a
fund that invests in bank loans, any other fund that invests in bank loans and
is managed by the same investment advisor as such Lender or by an Affiliate of
such investment advisor.

                  "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
trustees, agents and advisors of such Person and such Person's Affiliates.

                  "Release" means significant release, spill, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal, leaching or
migration into the indoor or outdoor environment or into or upon any land, water
or air, including the movement of Hazardous Materials through or in the air,
soil, surface water or groundwater.

                  "Remedial Action" has the meaning given to such term in
Section 7.01(m).

                  "Reportable Event" means any reportable event as defined in
Section 4043(b) of ERISA or the regulations issued thereunder, with respect to
which the notice requirements to the PBGC have not been waived.

                  "Required Lenders" means, at any time, Lenders having
Revolving Exposures and unused Commitments representing more than 50% of the sum
of the total Revolving Exposures and unused Commitments at such time; provided
that, for purposes of declaring the Loans to be due and payable pursuant to
Article VII, and for all purposes after the Loans become due and payable
pursuant to Article VII or the Commitments expire or terminate, the outstanding
Competitive Loans of the Lenders shall be included in their respective Revolving
Exposures in determining the Required Lenders.

                  "Requirements of Law" means, as to any Person, the charter and
by-laws or other organizational or governing documents of such Person, and any
law, rule or regulation, or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject, including, without limitation, the Securities Act, the Securities
Exchange Act, Regulations U and X of the Board, Environmental Laws and any
certificate of occupancy, zoning ordinance, building, environmental or land use
requirement, approval, Permit or license or occupational safety or health law,
rule or regulation.

                  "Revolving Availability Period" means the period from and
including the Effective Date to but excluding the earlier of the Termination
Date and the date of termination of the Commitments.

                  "Revolving Borrowing" means a Borrowing comprised of
Revolving Loans.

                  "Revolving Exposure" means, with respect to any Lender at any
time, such Lender's Percentage of the aggregate principal amount of the
outstanding Revolving Loans.

                  "Revolving Loan" means a Loan made by a Lender pursuant to
Section 2.01.


                                       15


<PAGE>   20



Each Revolving Loan shall be a Eurocurrency Loan or an ABR Loan.

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

                  "Sale and Lease-Back Transaction" has the meaning given to
such term in Section 6.06.

                  "Securities Act" means the Securities Act of 1933, as amended
to the date hereof and from time to time hereafter, and any successor statute.

                  "Securities Exchange Act" means the Securities Exchange Act of
1934, as amended to the date hereof and from time to time hereafter, and any
successor statute.

                  "Statutory Reserve Rate" means, with respect to any currency,
a fraction (expressed as a decimal), the numerator of which is the number one
and the denominator of which is the number one minus the aggregate of the
maximum reserve, liquid asset or similar percentages (including any marginal,
special, emergency or supplemental reserves) expressed as a decimal established
by any Governmental Authority of the United States or of the jurisdiction of
such currency or any jurisdiction in which Loans in such currency are made to
which banks in such jurisdiction are subject for any category of deposits or
liabilities customarily used to fund loans in such currency or by reference to
which interest rates applicable to Loans in such currency are determined. Such
reserve, liquid asset or similar percentages shall include those imposed
pursuant to Regulation D of the Board. Eurocurrency Loans shall be deemed to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under any applicable law, rule or regulation. The Statutory Reserve Rate shall
be adjusted automatically on and as of the effective date of any change in any
reserve percentage.

                  "subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent.

                  "Subsidiary" means any subsidiary of the Company.

                  "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

                  "Termination Date" means June 29, 2001, or the latest date to
which the Termination Date shall have been extended pursuant to Section 2.08(d).



                                       16


<PAGE>   21



                  "Termination Event" means (i) any Reportable Event with
respect to any Benefit Plan, (ii) the withdrawal of the Company or an ERISA
Affiliate from a Benefit Plan during a plan year in which it was a "substantial
employer" as defined in Section 4001(a)(2) of ERISA, (iii) the occurrence of an
obligation arising under Section 4041 of ERISA of either the Company or an ERISA
Affiliate to provide affected parties with a written notice of an intent to
terminate a Benefit Plan in a distress termination described in Section 4041(c)
of ERISA, (iv) the institution by the PBGC of proceedings to terminate any
Benefit Plan, (v) any event or condition which constitutes grounds under Section
4042 of ERISA for the appointment of a trustee to administer a Benefit Plan, or
(vi) the partial or complete withdrawal (within the meaning of Section 4203 and
4205, respectively, of ERISA) of the Company or any ERISA Affiliate from a
Multiemployer Plan.

                  "Three-Month Secondary CD Rate" means, for any day, the
secondary market rate for three-month certificates of deposit reported as being
in effect on such day (or, if such day is not a Business Day, the next preceding
Business Day) by the Board through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current practices
of the Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day) or, if such rate is not so reported on such
day or such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day is not a Business Day, on the next preceding Business
Day) by the Administrative Agent from three negotiable certificate of deposit
dealers of recognized standing selected by it.

                  "Transactions" means the execution, delivery and performance
by the Company of the Loan Documents, the borrowing of Loans and the use of the
proceeds thereof.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate, the
Alternate Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO
Rate or a Fixed Rate.

                  "US Dollars" or "$" means the lawful money of the United
States of America.

                  SECTION 1.02.  Classification of Loans and Borrowings.   For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurocurrency Loan") or by Class
and Type (e.g., a "Eurocurrency Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurocurrency Borrowing") or by Class and Type (e.g., a "Eurocurrency
Revolving Borrowing").

                  SECTION 1.03.  Terms Generally. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation". The word "will" shall be construed to have the same meaning and
effect as the word "shall". Unless the context requires otherwise (a) any
definition of or reference to any



                                       17



<PAGE>   22



agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder" and words of similar
import shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

         SECTION 1.04.  Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP as in effect from time to time; provided that
if the Company notifies the Administrative Agent that the Company requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Company
that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                   The Credits

         SECTION 2.01.  Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans to the Company from
time to time during the Revolving Availability Period in US Dollars in an
aggregate principal amount at any time outstanding that will not result in (i)
such Lender's Revolving Exposure exceeding its Commitment or (ii) the aggregate
amount of the Lenders' Revolving Exposures and Competitive Loan Exposures
exceeding the aggregate amount of the Commitments.

         SECTION 2.02.  Loans and Borrowings.

         (a) Each Revolving Loan shall be made as part of a Borrowing
consisting of Revolving Loans made by the Lenders ratably in accordance with
their respective Commitments. Each Competitive Loan shall be made in accordance
with the procedures set forth in Section 2.04. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments of the Lenders are several
and no Lender shall be responsible for any other Lender's failure to make Loans
as required hereunder.


                                       18


<PAGE>   23


         (b) Subject to Section 2.13, (i) each Revolving Borrowing shall be
comprised entirely of Eurocurrency Loans or ABR Loans and (ii) each Competitive
Borrowing shall be comprised entirely of Eurocurrency Loans or Fixed Rate Loans,
in each case as the Company may request in accordance herewith. Each Lender at
its option may make any Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the
provisions of Sections 2.13, 2.14, 2.15 and 2.16 shall apply to such Affiliate
to the same extent as to such Lender); provided that any exercise of such option
shall not affect the obligation of the Company to repay such Loan in accordance
with the terms of this Agreement.

         (c) Each Borrowing shall be in an aggregate amount that is at least
equal to the Borrowing Minimum and an integral multiple of the Borrowing
Multiple; provided that (i) an ABR Revolving Borrowing may be made in an
aggregate amount that is equal to the aggregate available Commitments.
Borrowings of more than one Type and Class may be outstanding at the same time;
provided that there shall not at any time be more than a total of ten
Eurocurrency Revolving Borrowings outstanding.

         (d) Notwithstanding any other provision of this Agreement, the
Company shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

         SECTION 2.03.  Requests for Revolving Borrowings. To request a
Revolving Borrowing, the Company shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurocurrency Borrowing, not later than
12:00 noon, New York City time, three Business Days before the date of the
proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than
12:00 noon, New York City time, one Business Day before the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the Company. Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.02:

         (i)      the aggregate principal amount of the requested Borrowing;

         (ii)     the date of the requested Borrowing, which shall be a
    Business Day;

         (iii)    the Type of the requested Borrowing;

         (iv)     in the case of a Eurocurrency Borrowing, the initial
    Interest Period to be applicable thereto, which shall be a period
    contemplated by the definition of the term "Interest Period"; and

(v)      the location and number of the Company's account to which funds are to
         be disbursed, which shall comply with the requirements of Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurocurrency Borrowing, then the Company shall be
deemed to have selected an Interest Period of one



                                       19

<PAGE>   24



month's duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
that will make a Loan as part of the requested Borrowing of the details thereof
and of the amount of the Loan to be made by such Lender as part of the requested
Borrowing.

         SECTION 2.04.  Competitive Bid Procedure.

         (a)      Subject to the terms and conditions set forth herein, from
time to time during the Revolving Availability Period the Company may request
Competitive Bids for Competitive Loans in US Dollars and may (but shall not have
any obligation to) accept Competitive Bids and borrow Competitive Loans;
provided that the sum of the Revolving Exposures and Competitive Loan Exposures
at any time shall not exceed the aggregate amount of the Lenders' Commitments.
To request Competitive Bids, the Company shall notify the Administrative Agent
of such request by telephone, (i) in the case of a Eurocurrency Competitive
Borrowing, not later than 12:00 noon, New York City time, four Business Days
before the date of the proposed Competitive Borrowing and (ii) in the case of a
Fixed Rate Borrowing, not later than 12:00 noon, New York City time, one
Business Day before the date of the proposed Competitive Borrowing. Not more
than three Competitive Bid Requests may be submitted on the same day, and a
Competitive Bid Request shall not be made within five Business Days after the
date of any previous Competitive Bid Request unless any and all such previous
Competitive Bid Requests shall have been withdrawn or all Competitive Bids
received in response thereto rejected. Each telephonic Competitive Bid Request
shall be confirmed promptly by hand delivery or telecopy to the Administrative
Agent of a written Competitive Bid Request in a form approved by the
Administrative Agent and signed by the Company. Each such telephonic and written
Competitive Bid Request shall specify the following information in compliance
with Section 2.02:

         (i)      the aggregate amount of the requested Borrowing;

         (ii)     the date of such Borrowing, which shall be a Business Day;

         (iii)    whether such Borrowing is to be a Eurocurrency Borrowing or
    a Fixed Rate Borrowing;

         (iv)     the Interest Period to be applicable to such Borrowing, which
    shall be a period contemplated by the definition of the term "Interest
    Period"; and

         (v)      the location and number of the Company's account to which
    funds are to be disbursed, which shall comply with the requirements of
    Section 2.05.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

(b) Each Lender may (but shall not have any obligation to) make one or more
Competitive Bids to the Company in response to a Competitive Bid Request. Each
Competitive Bid by a Lender must be in a form approved by the Administrative
Agent and must be received



                                       20



<PAGE>   25



by the Administrative Agent by telecopy, (i) in the case of a Eurocurrency
Competitive Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of the proposed Competitive Borrowing and (ii) in
the case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City
time, on the date of the proposed Competitive Borrowing. Competitive Bids that
do not conform to the form approved by the Administrative Agent may be rejected
by the Administrative Agent, and the Administrative Agent shall notify the
applicable Lender as promptly as practicable. Each Competitive Bid shall specify

         (i)      the principal amount (which shall be in an amount that is at
    least equal to the Borrowing Minimum and an integral multiple of the
    Borrowing Multiple, and which may equal the entire principal amount of the
    Competitive Borrowing requested by the Company) of the Competitive Loan or
    Loans that the Lender is willing to make,

         (ii)     the Competitive Bid Rate or Rates at which the Lender is
    prepared to make such Loan or Loans (expressed as a percentage rate per
    annum in the form of a decimal to no more than four decimal places) and

        (iii)     the Interest Period applicable to each such Loan and the
    last day thereof.

         (c)      The Administrative Agent shall promptly notify the Company
by telecopy of the Competitive Bid Rate and the principal amount specified in
each Competitive Bid and the identity of the Lender that shall have made such
Competitive Bid.

         (d)      Subject only to the provisions of this paragraph, the
Company may accept or reject any Competitive Bid. The Company shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive
Borrowing or a Fixed Rate Competitive Borrowing, not later than 12:00 noon, New
York City time, three Business Days before the date of the proposed Competitive
Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 10:30
a.m., New York City time, on the date of the proposed Competitive Borrowing;
provided that

         (i)      the failure of the Company to give such notice shall be
    deemed to be a rejection of each Competitive Bid,

         (ii)     the Company shall not accept a Competitive Bid made at a
    particular Competitive Bid Rate if the Company rejects a Competitive Bid
    made at a lower Competitive Bid Rate,

         (iii)    the aggregate amount of the Competitive Bids accepted by the
    Company shall not exceed the aggregate amount of the requested Competitive
    Borrowing specified in the related Competitive Bid Request,

         (iv)     to the extent necessary to comply with clause (iii) above,
    the Company may accept Competitive Bids at the same Competitive Bid Rate in
    part, which acceptance, in the case of multiple Competitive Bids at such
    Competitive Bid Rate, shall be made pro rata in accordance with the amount
    of each such Competitive Bid, and



                                       21



<PAGE>   26



         (v)      except pursuant to clause (iv) above, no Competitive Bid
    shall be accepted for a Competitive Loan unless such Competitive Loan is in
    a minimum principal amount of at least the Borrowing Minimum and an
    integral multiple of the Borrowing Multiple;

provided further that if a Competitive Loan must be in an amount less than the
Borrowing Minimum because of the provisions of clause (iv) above, such
Competitive Loan may be for a minimum of $1,000,000, and in calculating the pro
rata allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded to integral multiples of the Borrowing Multiple in a manner determined
by the Company. A notice given by the Company pursuant to this paragraph shall
be irrevocable.

         (e)      The Administrative Agent shall promptly notify each bidding
Lender by telecopy whether or not its Competitive Bid has been accepted (and, if
so, the amount and Competitive Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive Loan in respect of which its Competitive Bid has been accepted.

         (f)      If the Administrative Agent or one of its Affiliates shall
elect to submit a Competitive Bid in its capacity as a Lender, it shall submit
such Competitive Bid directly to the Company at least one quarter of an hour
earlier than the time by which the other Lenders are required to submit their
Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this
Section.

         SECTION 2.05.  Funding of Borrowings.

         (a)      Each Lender shall make each Loan to be made by it hereunder
on the proposed date thereof by wire transfer of immediately available funds in
the applicable currency by 11:00 a.m., New York City time, to the account of the
Administrative Agent most recently designated by it for such purpose for Loans
of such Class by notice to the applicable Lenders. The Administrative Agent will
make such Loans available to the Company by promptly crediting the amounts so
received, in like funds, to an account of the Company maintained by the
Administrative Agent in New York City.

         (b)      Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Company a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Company severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Company to but excluding the date of payment to the Administrative Agent, at (i)
in the case of such Lender, the rate reasonably determined by the Administrative
Agent to be the cost to it of funding such amount or (ii) in the case of the
Company, the interest rate applicable to the subject Loan. If such Lender pays
such amount to



                                       22


<PAGE>   27




the Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing and the Administrative Agent shall return to the
Company any amount (including interest) paid by the Company to the
Administrative Agent pursuant to this paragraph.

         SECTION 2.06.  Repayment of Borrowings; Evidence of Debt.

         (a)      The Company hereby unconditionally promises to pay to the
Administrative Agent for the accounts of the applicable Lenders (i) the then
unpaid principal amount of each Revolving Borrowing on the Maturity Date and
(ii) the then unpaid principal amount of each Competitive Loan on the last day
of the Interest Period applicable thereto.

         (b)      Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Company to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.

         (c)      The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Company to each Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for the accounts of the Lenders and each Lender's
share thereof.

         (d)      The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Company
to repay the Loans in accordance with the terms of this Agreement.

         (e)      Any Lender may request that Loans of any Class made by it to
the Company be evidenced by a promissory note. In such event, the Company shall
prepare, execute and deliver to such Lender a promissory note payable to the
order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by each such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04)
be represented by one or more promissory notes in such form payable to the order
of the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

         SECTION 2.07.  Interest Elections.

         (a)      Each Revolving Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Eurocurrency
Borrowing, shall have an initial Interest Period as specified in such Borrowing
Request. Thereafter, the Company may elect to convert such Borrowing to a
different Type or to continue such Borrowing and, in the case of a Eurocurrency
Borrowing, may elect Interest Periods therefor, all as provided in this Section
and on terms consistent with the other provisions of this Agreement. The Company
may elect




                                       23


<PAGE>   28


different options with respect to different portions of an affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Revolving Borrowing.

         (b)      To make an election pursuant to this Section, the Company
shall notify the Administrative Agent of such election by telephone by the time
that a Borrowing Request would be required under Section 2.03 if the Company
were requesting a Revolving Borrowing of the Type resulting from such election
to be made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Company. Notwithstanding any contrary provision herein, this Section shall not
be construed to permit the Company to elect an Interest Period for Eurocurrency
Loans that does not comply with Section 2.02(d).

         (c)      Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

         (i)      the Borrowing to which such Interest Election Request
    applies and, if different options are being elected with respect to
    different portions thereof, the portions thereof to be allocated to each
    resulting Borrowing (in which case the information to be specified pursuant
    to clauses (iii) and (iv) below shall be specified for each resulting
    Borrowing);

         (ii)     the effective date of the election made pursuant to such
    Interest Election Request, which shall be a Business Day;

         (iii)    the Type of the resulting Borrowing; and

         (iv)     if the resulting Borrowing is to be a Eurocurrency Borrowing,
    the Interest Period to be applicable thereto after giving effect to such
    election, which shall be a period contemplated by the definition of the
    term "Interest Period".

If any such Interest Election Request requests a Eurocurrency Borrowing but does
not specify an Interest Period, then the Company shall be deemed to have
selected an Interest Period of one month's duration.

         (d)      Promptly following receipt of an Interest Election Request,
the Administrative Agent shall advise each Lender holding a Loan to which such
request relates of the details thereof and of such Lender's portion of each
resulting Borrowing.

         (e)      If the Company fails to deliver a timely Interest Election
Request with respect to a Eurocurrency Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period, such Borrowing shall be
converted to an ABR Borrowing.

         SECTION 2.08.  Termination, Reduction and Extension of Commitments.



                                       24


<PAGE>   29


         (a)      Unless previously terminated, the Commitments shall terminate
on the Termination Date.

         (b)      The Company may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of the Borrowing Multiple and
not less than the Borrowing Minimum and (ii) the Company shall not terminate or
reduce the Commitments if, after giving effect to any concurrent prepayment of
the Revolving Loans in accordance with Section 2.10, the sum of the aggregate
Revolving Exposures and the aggregate Competitive Loan Exposures would exceed
the aggregate Commitments.

         (c)      The Company shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying the effective date of such election.
Promptly following receipt of any such notice, the Administrative Agent shall
advise the Lenders of the contents thereof. Each notice delivered by the Company
pursuant to this Section shall be irrevocable; provided that a notice of
termination of the Commitments delivered by the Company may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Company (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably
among the applicable Lenders in accordance with their respective Commitments.

         (d)      The Company may, by notice to the Administrative Agent
(which shall promptly deliver a copy to each of the Lenders) given not less than
60 days and not more than 75 days prior to the Termination Date at any time in
effect, request that the Lenders extend the Termination Date for an additional
period of not more than 364 days as specified in such notice. Each Lender shall,
by notice to the Company and the Administrative Agent given not earlier than the
30th day and not later than the 25th day prior to the Termination Date then in
effect, advise the Company whether or not it agrees to such extension on the
terms set forth in such notice. Any Lender that has not so advised the Company
and the Administrative Agent by such day shall be deemed to have declined to
agree to such extension. If the Company shall have requested and Lenders
representing more than 50% of the aggregate Commitments shall have agreed to an
extension of the Termination Date, then the Termination Date shall be extended
for the additional period and on the terms specified in the Company's notice.
The decision to agree or withhold agreement to any extension of the Termination
Date hereunder shall be at the sole discretion of each Lender. The Commitment of
any Lender that has declined to agree to any requested extension of the
Termination Date (a "Non-Extending Lender") shall terminate on the Termination
Date in effect prior to giving effect to any such extension (the "Existing
Termination Date"), and the principal amount of any outstanding Loans made by
such Lender, together with any accrued interest thereon, and any accrued fees
and other amounts payable to or for the account of such Lender hereunder, shall
be due and payable on the Existing Termination Date. Notwithstanding the
foregoing provisions of this paragraph, (i) the Company shall have the right,
pursuant to Section 2.18(b), to replace a Non-Extending Lender with a Lender or
other financial institution that will agree to an extension of the Termination
Date and (ii) the Company


                                       25


<PAGE>   30


shall have the right, any time prior to the Existing Termination Date, to
withdraw its request for an extension under paragraph (b) above by notice to the
Administrative Agent (which shall promptly deliver a notice to each Lender), in
which case the Commitments of all the Lenders will terminate on the Existing
Termination Date and the Maturity Date applicable to all the Loans (including
Loans of Non-Extending Lenders) will be the first anniversary of the Existing
Termination Date.

         SECTION 2.09.  Increase in Commitments.

         (a)      The Company may, by written notice to the Administrative
Agent (which shall promptly deliver a copy to each of the Lenders), request that
the total Commitments be increased by an amount not less than $25,000,000 for
any such increase; provided that after giving effect to any such increase the
sum of the total Commitments and the commitments under the Five Year Credit
Agreement shall not exceed $750,000,000. Such notice shall set forth the amount
of the requested increase in the total Commitments and the date on which such
increase is requested to become effective (which shall be not less than 30
Business Days or more than 60 days after the date of such notice), and shall
offer each Lender the opportunity to increase its Commitment by its Percentage
of the proposed increased amount. Each Lender shall, by notice to the Company
and the Administrative Agent given not more than 10 Business Days after the date
of the Company's notice, either agree to increase its Commitment by all or a
portion of the offered amount (each Lender so agreeing being an "Increasing
Lender") or decline to increase its Commitment (and any Lender that does not
deliver such a notice within such period of 10 Business Days shall be deemed to
have declined to increase its Commitment) (each Lender so declining or deemed to
have declined being a "Non-Increasing Lender"). In the event that, on the 10th
Business Day after the Company shall have delivered a notice pursuant to the
first sentence of this paragraph, the Lenders shall have agreed pursuant to the
preceding sentence to increase their Commitments by an aggregate amount less
than the increase in the total Commitments requested by the Company, the Company
may arrange for one or more banks or other financial institutions (any such bank
or other financial institution being called an "Augmenting Lender"), which may
include any Lender, to extend Commitments or increase their existing Commitments
in an aggregate amount equal to the unsubscribed amount; provided that each
Augmenting Lender, if not already a Lender hereunder, shall be subject to the
approval of the Administrative Agent (which approval shall not be unreasonably
withheld) and the Company and each Augmenting Lender shall execute all such
documentation as the Administrative Agent shall reasonably specify to evidence
the Commitment of such Augmenting Lender and/or its status as a Lender
hereunder. Any increase in the total Commitments may be made in an amount which
is less than the increase requested by the Company if the Company is unable to
arrange for, or chooses not to arrange for, Augmenting Lenders.

         (b)      On the effective date (the "Increase Effective Date") of any
increase in the total Commitments pursuant to this Section 2.09 (the
"Commitment Increase"),

         (i)      the aggregate principal amount of the Revolving Loans
    outstanding (the "Initial Loans") immediately prior to giving effect to the
    Commitment Increase on the Increase Effective Date shall be deemed to be
    paid,

         (ii)     each Increasing Lender and each Augmenting Lender that
    shall have been



                                       26


<PAGE>   31



    a Lender prior to the Commitment Increase shall pay to the Administrative
    Agent or another Agent designated by the Administrative Agent for such
    purpose in same day funds an amount equal to the difference between (A) the
    product of (1) such Lender's Percentage (calculated after giving effect to
    the Commitment Increase), multiplied by (2) the amount of the Subsequent
    Borrowings (as hereinafter defined) and (B) the product of (1) such
    Lender's Percentage (calculated without giving effect to the Commitment
    Increase), multiplied by (2) the amount of the Initial Loans,

         (iii)    each Augmenting Lender that shall not have been a Lender
    prior to the Commitment Increase shall pay to the Administrative Agent in
    same day funds an amount equal to the product of (1) such Augmenting
    Lender's Percentage (calculated after giving effect to the Commitment
    Increase) multiplied by (2) the amount of the Subsequent Borrowings, and

         (iv)     after the Administrative Agent receives the funds specified
    in clauses (ii) and (iii) above, the Administrative Agent shall pay to each
    Non-Increasing Lender the portion of such funds that is equal to the
    difference between (A) the product of (1) such Non-Increasing Lender's
    Percentage (calculated without giving effect to the Commitment Increase)
    multiplied by (2) the amount of the Initial Loans, and (B) the product of
    (1) such Non-Increasing Lender's Percentage (calculated after giving effect
    to the Commitment Increase) multiplied by (2) the amount of the Subsequent
    Borrowings,

         (v)      after the effectiveness of the Commitment Increase, the
    Company shall be deemed to have made new Borrowings (the "Subsequent
    Borrowings") in an aggregate principal amount equal to the aggregate
    principal amount of the Initial Loans and of the types and for the Interest
    Periods specified in a Borrowing Request delivered to the Administrative
    Agent in accordance with Section 2.03,

         (vi)     each Non-Increasing Lender, each Increasing Lender and each
    Augmenting Lender shall be deemed to hold its Percentage of each Subsequent
    Borrowing (each calculated after giving effect to the Commitment Increase)
    and

         (vii)    the Company shall pay each Increasing Lender and each
    Non-Increasing Lender any and all accrued but unpaid interest on the
    Initial Loans.

The deemed payments made pursuant to clause (i) above in respect of each
Eurocurrency Loan shall be subject to indemnification by the Company pursuant to
the provisions of Section 2.15 if the Increase Effective Date occurs other than
on the last day of the Interest Period relating thereto and breakage costs
result.

         (c)      Increases and new Commitments created pursuant to this
Section 2.09 shall become effective on the date specified in the notice
delivered by the Company pursuant to the first sentence of paragraph (a) above.

         (d)      Notwithstanding the foregoing, no increase in the Commitments
(or in any Commitment of any Lender) or addition of an Augmenting Lender shall
become effective under this Section unless, (i) on the date of such increase,
the conditions set forth in paragraphs (a) and


                                       27



<PAGE>   32




         (b)      of Section 4.02 shall be satisfied and the Administrative
Agent shall have received a certificate to that effect dated such date and
executed by the chief financial officer of the Company, and (ii) the
Administrative Agent shall have received (with sufficient copies for each of the
Lenders) documents consistent with those delivered on the Effective Date under
clauses (b) and (c) of Section 4.01 as to the corporate power and authority of
the Company to borrow hereunder after giving effect to such increase.

         SECTION 2.10.  Prepayment of Loans.

         (a)      The Company shall have the right at any time and from time
to time to prepay any Borrowing in whole or in part, subject to prior notice in
accordance with paragraph (d) of this Section; provided, that Competitive Loans
may be prepaid only with the consent of the Lenders making such Loans.

         (b)      If the aggregate Revolving Exposures shall exceed the
aggregate Commitments (reduced by the aggregate amount of the Lenders'
Competitive Loan Exposures), then (i) on the last day of any Interest Period for
any Eurocurrency Revolving Borrowing and (ii) on any other date in the event ABR
Revolving Borrowings shall be outstanding, the Company shall prepay Revolving
Loans or Competitive Loans in an amount equal to the lesser of (A) the amount
necessary to eliminate such excess (after giving effect to any other prepayment
of Loans on such day) and (B) the amount of the applicable Borrowings referred
to in clause (i) or (ii), as applicable.

         (c)      Prior to any optional or mandatory prepayment of Borrowings
hereunder, the Company shall select the Borrowing or Borrowings to be prepaid
and shall specify such selection in the notice of such prepayment pursuant to
paragraph (d) of this Section.

         (d)      The Company shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i)
in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York
City time, three Business Days before the date of such prepayment and (b) in the
case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one
Business Day before the date of such prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a notice of
optional prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.08(c), then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.08(c). Promptly following receipt of any such notice,
the Administrative Agent shall advise the applicable Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in the case of an advance of a Borrowing of the same Type as
provided in Section 2.02. Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by (i) accrued interest to the extent required by Section 2.12 and
(ii) break funding payments pursuant to Section 2.15.

         SECTION 2.11.  Fees.


                                       28




<PAGE>   33



         (a)      Facility Fee. The Company agrees to pay to the Administrative
Agent for the account of each Lender a facility fee, which shall accrue at the
Applicable Rate on the daily amount of the Commitment of such Lender (whether
used or unused) during the period from and including the date hereof to but
excluding the date on which the Commitment of such Lender terminates; provided
that, if such Lender continues to have any Revolving Exposure or Competitive
Loan Exposure after its Commitment terminates, then such facility fee shall
continue to accrue on the daily amount of such Lender's Revolving Exposure and
Competitive Loan Exposure to but excluding the date on which such Lender ceases
to have any such Exposure. Accrued facility fees shall be payable in arrears on
the last day of March, June, September and December of each year, commencing on
the first such date to occur after the date hereof, and on the date on which all
the Commitments shall have terminated and the Lenders shall have no further
Exposures. All facility fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day).

         (b)      Utilization Fee. For each day on which the sum of (a) the
total Exposures of all of the Lenders plus (b) the total Exposures (as defined
in the Five Year Credit Agreement) of the lenders under the Five Year Credit
Agreement on such day equals or exceeds 33% of the sum of (x) the aggregate
amount of the Lenders' Commitments plus (y) the aggregate amount of the
Commitments (as defined in the Five Year Credit Agreement) of the lenders under
the Five Year Credit Agreement on such day, the Company agrees to pay to the
Administrative Agent for the account of each Lender a utilization fee at the
rate of 0.125% per annum on the outstanding principal amount of the Company's
Loans outstanding on such day. Accrued utilization fees shall be payable in
arrears on the last day of March, June, September and December of each year,
commencing on the first such date to occur after the date hereof, and on the
date on which all the Commitments shall have terminated and the Lenders shall
have no further Exposures. All utilization fees shall be computed on the basis
of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

         (c)      Administrative Agent's Fees.  The Company agrees to pay to
the Administrative Agent, for its own account, fees payable in the amounts and
at the times separately agreed upon between the Company and the Administrative
Agent.

         (d)      Payment of Fees. All fees payable hereunder shall be paid on
the dates due, in immediately available funds, to the Administrative Agent for
distribution, in the case of facility fees, to the Lenders. Fees paid shall not
be refundable under any circumstances.

         SECTION 2.12.  Interest.

         (a)      The Loans comprising each ABR Borrowing shall bear interest
at the Alternate Base Rate plus the Applicable Rate.

         (b)      The Loans comprising each Eurocurrency Borrowing shall bear
interest (i) in the case of a Eurocurrency Revolving Borrowing, at the Adjusted
LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate, or (ii) in the case of a Eurocurrency Competitive Loan, at the
LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus,
as applicable) the Margin applicable to such Loan.



                                       29


<PAGE>   34



         (c)      Each Fixed Rate Loan shall bear interest at the Fixed Rate
applicable to such Loan.

         (d)      Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee payable by the Company hereunder is not paid
when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% per
annum plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Revolving Loans as provided in paragraph (a)
above.

         (e)      Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan; provided that (i) interest accrued
pursuant to paragraph (d) above shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Revolving Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment and (iii) in the event of any conversion of any
Eurocurrency Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

         (f)      All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate or
LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

         SECTION 2.13.  Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurocurrency Borrowing:

         (a)      the Administrative Agent determines (which determination
shall be conclusive absent manifest error) that adequate and reasonable means do
not exist for ascertaining the LIBO Rate for such Interest Period; or

         (b)      the Administrative Agent is advised by a majority in interest
of the Lenders that would participate in such Borrowing that the LIBO Rate for
such Interest Period will not adequately and fairly reflect the cost to such
Lenders of making or maintaining their Loans included in such Borrowing for such
Interest Period;

then the Administrative Agent shall give notice thereof to the Company and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Company and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be
ineffective, and any Eurocurrency Borrowing shall be repaid on the last day of
the then current Interest Period applicable thereto, and (ii) any Borrowing
Request for a Eurocurrency Revolving


                                       30


<PAGE>   35




Borrowing shall be ineffective.

         SECTION 2.14.  Increased Costs.

         (a)      If any Change in Law shall:

         (i)      impose, modify or deem applicable any reserve, special
    deposit or similar requirement against assets of, deposits with or for the
    account of, or credit extended by, any Lender (except any such reserve
    requirement reflected in the Adjusted LIBO Rate); or

         (ii)     impose on any Lender or the London interbank market any
    other condition affecting this Agreement or Eurocurrency Loans made by such
    Lender or participations therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or
otherwise), then the Company will pay to such Lender such additional amount or
amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.

         (b)      If any Lender reasonably determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's capital or on the capital of such Lender's holding
company, if any, as a consequence of this Agreement or the Loans made by such
Lender to a level below that which such Lender or such Lender's holding company
could have achieved but for such Change in Law (taking into consideration such
Lender's policies and the policies of such Lender's holding company with respect
to capital adequacy), then from time to time the Company will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

         (c)      Each Lender shall determine the amount or amounts necessary
to compensate such Lender or its holding company, as the case may be, as
specified in paragraph (a) or (b) of this Section using the methods customarily
used by it for such purpose (and if such Lender uses more than one such method,
the method used hereunder shall be that which most accurately determines such
amount or amounts). A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the case
may be, as specified in paragraph (a) or (b) of this Section, and setting forth
in reasonable detail the calculations used by such Lender to determine such
amount, shall be delivered to the Company and shall be conclusive absent
manifest error. The Company shall pay to such Lender the amount shown as due on
any such certificate within 10 Business Days after receipt thereof.

         (d)      Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Company shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than 270 days prior to the date



                                       31

<PAGE>   36


that such Lender notifies the Company of the Change in Law giving rise to such
increased costs or reductions and delivers a certificate with respect thereto as
provided in paragraph (c) above; provided further that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the
270-day period referred to above shall be extended to include the period of
retroactive effect thereof.

         SECTION 2.15.  Break Funding Payments. In the event of (a) the payment
of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (b) the conversion of any Eurocurrency Loan to a Loan of a
different Type or Interest Period other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.10(d) and is
revoked in accordance therewith), or (d) the assignment or deemed assignment of
any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by the Company
pursuant to Section 2.18, then, in any such event, the Company shall compensate
each Lender for the loss, cost and expense attributable to such event. In the
case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be
deemed to include an amount determined by such Lender to be the excess, if any,
of (i) the amount of interest that would have accrued on the principal amount of
such Loan had such event not occurred, at the LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest that would accrue on
such principal amount for such period at the interest rate such Lender would bid
were it to bid, at the commencement of such period, for deposits in US Dollars
of a comparable amount and period from other banks in the London interbank
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section, and setting forth
in reasonable detail the calculations used by such Lender to determine such
amount or amounts, shall be delivered to the Company and shall be conclusive
absent manifest error. The Company shall pay such Lender the amount shown as due
on any such certificate within 10 Business Days after receipt thereof.

         SECTION 2.16.  Taxes.

         (a)      Any and all payments by or on account of the Company
hereunder or under any other Loan Document shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if the
Company shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or the
applicable Lender, as the case may be, receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Company shall
make such deductions and (iii) the Company shall pay the full amount deducted to
the relevant Governmental Authority in accordance with applicable law.




                                       32


<PAGE>   37


         (b)      In addition, the Company shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

         (c)      The Company shall indemnify the Administrative Agent and
each Lender, within 10 Business Days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent
or such Lender on or with respect to any payment by or on account of any
obligation of the Company hereunder or under any other Loan Document (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability setting forth in reasonable detail the circumstances giving
rise thereto and the calculations used by such Lender to determine the amount
thereof delivered to the Company by a Lender or by the Administrative Agent, on
its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error.

         (d)      As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Company to a Governmental Authority, the Company
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

         (e)      Any Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Company is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Company (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Company as will permit such payments to be
made without withholding or at a reduced rate; provided that such Lender has
received written notice from the Company advising it of the availability of such
exemption or reduction and containing all applicable documentation.

         (f)      Each Lender, on the date it becomes a Lender hereunder,
will designate lending offices for the Loans to be made by it such that, on such
date, it will not be liable for any withholding tax that is imposed by the
United States of America (or any political subdivision thereof) on payments by
the Company from an office within such jurisdiction.

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

         SECTION 2.17.  Payments Generally; Pro Rata Treatment; Sharing of
Setoffs.


                                       33



<PAGE>   38


         (a)      The Company shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or amounts payable under Section 2.14, 2.15 or 2.16, or otherwise) prior to
12:00 noon, New York City time, on the date when due, in immediately available
funds, without set-off or counterclaim. Any amounts received after such time on
any date may, in the discretion of the Administrative Agent, be deemed to have
been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent to
the applicable account specified in Schedule 2.17 or, in any such case, to such
other account as the Administrative Agent shall from time to time specify in a
notice delivered to the Company; provided that payments pursuant to Sections
2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled
thereto. The Administrative Agent shall distribute any such payments received by
it for the account of any Lender or other Person promptly following receipt
thereof at the appropriate lending office or other address specified by such
Lender or other Person. If any payment hereunder shall be due on a day that is
not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder shall be made in US Dollars. Any payment required to be made by the
Administrative Agent hereunder shall be deemed to have been made by the time
required if the Administrative Agent shall, at or before such time, have taken
the necessary steps to make such payment in accordance with the regulations or
operating procedures of the clearing or settlement system used by it to make
such payment.

         (b)      If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on its Revolving Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans and accrued
interest thereon than the proportion received by any other Lender, then the
Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans of other Lenders to the extent necessary
so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of their respective Revolving Loans;
provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by the Company pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans to any assignee or participant, other than to the Company or any
Subsidiary or Affiliate thereof (as to which the provisions of this paragraph
shall apply). The Company consents to the foregoing and agrees, to the extent it
may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Company rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Company in the amount of
such participation.

         (c)      Unless the Administrative Agent shall have received notice
from the Company prior to the date on which any payment is due for the account
of all or certain of the Lenders hereunder that the Company will not make such
payment, the Administrative Agent may



                                       34



<PAGE>   39




assume that the Company has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the applicable
Lenders, as the case may be, the amount due. In such event, if the Company has
not in fact made such payment, then each of the applicable Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at a rate determined by the Administrative
Agent in accordance with banking industry practices on interbank compensation.

         (d)      If any Lender shall fail to make any payment required to be
made by it to any Agent pursuant to this Agreement, then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof),
apply any amounts thereafter received by it for the account of such Lender to
satisfy such Lender's obligations to the Administrative Agent until all such
unsatisfied obligations are fully paid.

         SECTION 2.18.  Mitigation Obligations; Replacement of Lenders.

         (a)      If any Lender requests compensation under Section 2.14, or
if the Company is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be,
in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Company
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

         (b)      If any Lender requests compensation under Section 2.14, or
if the Company is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender defaults in its obligation to fund Loans hereunder, or if any
Lender fails to agree to an extension of the Termination Date as provided in
Section 2.08(d), then the Company may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and
obligations under the Loan Documents to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Company shall have received the prior written
consent of the Administrative Agent, which consent shall not be unreasonably be
withheld, (ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee or the Company and
(iii) in the case of any such assignment resulting from a claim for compensation
under Section 2.14 or payments required to be made pursuant to Section 2.16,
such assignment will result in a reduction in such compensation or payments. A
Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation
cease to apply.


                                       35



<PAGE>   40


                                  ARTICLE III

                         Representations and Warranties

         In order to induce the Lenders and the Administrative Agent to enter
into this Agreement and to make and/or maintain Loans hereunder, the Company
hereby represents and warrants to the Lenders and the Administrative Agent
that the following statements are true, correct and complete:

         SECTION 3.01.  Organization; Corporate Powers. Each of the Company
and its Subsidiaries (i) is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation, (ii)
is duly qualified to do business as a foreign corporation and in good standing
under the laws of each jurisdiction in which it owns or leases real property or
in which the nature of its business requires it to be so qualified, except for
those jurisdictions (other than Alabama, Arkansas, Mississippi and Vermont)
where failure to so qualify and be in good standing could not reasonably be
expected to have a Material Adverse Effect and (iii) has all requisite corporate
power and authority to own, operate and encumber its property and assets and to
conduct its business as presently conducted.

         SECTION 3.02.  Authority.

         (i)      The Company has the requisite corporate power and authority
    to execute, deliver and perform each of the Loan Documents.

         (ii)     The execution, delivery and performance of each of the Loan
    Documents and the consummation of the transactions contemplated thereby
    have been duly approved by the Board of Directors of the Company, and no
    other corporate proceedings on the part of the Company or its shareholders
    are necessary to consummate such transactions.

         (iii)    The Company has duly executed and delivered each of the Loan
    Documents, and each such Loan Document constitutes the Company's legal,
    valid and binding obligation, enforceable against it in accordance with its
    terms, and is in full force and effect, subject to the effect of
    bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent
    conveyance, voidable preference or similar laws and the application of
    equitable principles generally.

         SECTION 3.03.  Subsidiaries; Ownership of Capital Stock. As of the
Effective Date, Schedule 3.03 sets forth all of the Company's Subsidiaries and
the identity of the holders of all shares of each class of capital stock of each
of its Subsidiaries and identifies those Subsidiaries that are Material
Subsidiaries.

         SECTION 3.04.  No Conflict. The Company's execution, delivery and
performance of each Loan Document, and each of the transactions contemplated
thereby, do not (i) constitute a tortious interference with any of the Company's
or any of its Subsidiaries' material Contractual Obligations, or (ii) violate
the Company's certificate of incorporation or by-laws, or (iii) result in a
breach of or constitute (with or without notice or lapse of time or both) a



                                       36


<PAGE>   41


default under any material Requirement of Law or material Contractual Obligation
of the Company or any of its Subsidiaries, or require termination of any
material Contractual Obligation, or (iv) result in or require the creation or
imposition of any material Lien whatsoever upon any of the properties or assets
of the Company or of any of its Subsidiaries (other than Liens permitted
pursuant to Section 6.03) or (v) require any approval of stockholders or any
approval or consent of any Person under any Contractual Obligation of the
Company or any of its Subsidiaries, which have not been obtained on or before
the Effective Date.

         SECTION 3.05.  Governmental Consents. The Company's execution,
delivery and performance of each Loan Document and the transactions contemplated
thereby do not require any registration with, consent or approval of, or notice
to, or other action to, with or by any Governmental Authority.

         SECTION 3.06.  Governmental Regulation. Neither the Company nor any
of its Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the
Investment Company Act of 1940.

         SECTION 3.07.  Labor  Matters.  As of the Effective Date, no material
labor disputes, strikes or walkouts affecting the operations of the Company or
any of its Subsidiaries are pending or, to the Company's knowledge, threatened
or planned.

         SECTION 3.08.  Litigation; Material Adverse Effects.  As of the
Effective Date:

                  (a)   except as set forth in Schedule 3.08 hereto, there
    exists no action, suit, proceeding, governmental investigation or
    arbitration, at law or in equity, or before or by any Governmental
    Authority, pending, or to the knowledge of the Company, threatened
    against the Company or any of its Subsidiaries or any property of any
    of them which could reasonably be expected to have a Material Adverse
    Effect; and

                  (b)   neither the Company nor any of its Subsidiaries is
    (A) in violation of any applicable law which violation could reasonably
    be expected to have a Material Adverse Effect, or (B) subject to or in
    default with respect to any final judgment, writ, order, injunction,
    decree, rule or regulation of any court or Governmental Authority which
    could reasonably be expected to have a Material Adverse Effect.

         SECTION 3.09.  Payment of Taxes. (i) All federal tax returns and
reports of the Company and each of its Subsidiaries and, to the Company's
knowledge, all other tax returns and reports of the Company and each such
Subsidiary, required to be filed, have been timely filed, and all taxes,
assessments, fees and other governmental charges thereupon and upon their
respective properties, assets, income and franchises which are shown on such
returns, or have been assessed by any Governmental Authority, as being due and
payable, have been paid when due and payable, except such taxes, if any, as are
being contested in good faith by appropriate proceedings and are reserved
against in accordance with GAAP, or such taxes the failure to make payment of
which when due and payable could not reasonably be expected to have, in the
aggregate, a Material Adverse Effect; and (ii) the Company has no knowledge of
any proposed




                                       37



<PAGE>   42



tax assessment against the Company or any of its Subsidiaries that could
reasonably be expected to have a Material Adverse Effect, which is not being
contested in good faith by such Person and reserved against in accordance with
GAAP.

         SECTION 3.10.  Margin  Stock.  Neither the Company nor any of its
Subsidiaries is engaged principally in the business of extending credit for the
purpose of purchasing or carrying any margin stock (as defined in Regulation U
of the Board).

         SECTION 3.11.  No Material Misstatements. As of the Effective Date:
(i) the Confidential Information Memorandum and the schedules, certificates and
other written statements and information (taken as a whole) furnished by or on
behalf of the Company and/or its Subsidiaries to the Administrative Agent and
the Lenders do not contain any material misstatement of fact or omit to state a
material fact necessary in order to make the statements contained therein, in
light of the circumstances under which they were made, not misleading, and (ii)
neither the Company nor any of its Subsidiaries has intentionally withheld any
fact known to it which could reasonably be expected to have a Material Adverse
Effect which has not been set forth or referred to in this Agreement or the
other Loan Documents.

         SECTION 3.12.  Requirements of Law. The Company, each of its
Subsidiaries and each Person acting on behalf of any of them is in compliance
with all Requirements of Law (including, without limitation, the Securities Act
and the Securities Exchange Act, and the applicable rules and regulations
thereunder, the Bankruptcy Code, state securities law and "Blue Sky" law)
applicable to them and their respective businesses, in each case, except to the
extent that the failure to so comply could not reasonably be expected to have a
Material Adverse Effect.

         SECTION 3.13.  Environmental Matters.  Except as set forth in
Schedule 3.13:

         (a)      neither the Company nor any of its Subsidiaries have received
or are aware of any of the following: (i) notice or claim to the effect that the
Company or any of its Material Subsidiaries is or may be liable to any Person as
a result of the Release or threatened Release of any Hazardous Material; (ii)
notice that the Company or any of its Material Subsidiaries has been identified
as potentially responsible for, or is subject to investigation by any
Governmental Authority relating to, the Release or threatened Release of any
Hazardous Material; (iii) notice that any property of the Company or any of its
Material Subsidiaries is subject to an Environmental Lien; (iv) notice of
violation to the Company or any of its Material Subsidiaries or awareness by the
Company or any of its Material Subsidiaries of a condition which might
reasonably result in a notice of violation of any Environmental Law which could
reasonably be expected to result in a material Environmental Liability; (v)
commencement or threat of any judicial or administrative proceeding alleging a
violation of any Environmental Law; (vi) commencement of any judicial proceeding
alleging a violation of any health or safety Requirement of Law; or (vii) any
proposed acquisition of stock, assets, real estate, or leasing of property, or
any other action by the Company or any of its Subsidiaries that, in the case of
any of the foregoing, could subject the Company or any of its Subsidiaries to
any Environmental Liability that could reasonably be expected to have a Material
Adverse Effect;



                                       38



<PAGE>   43


         (b)      neither the Company nor any of its Subsidiaries has made
any filing or report with any Governmental Authority with respect to (i) the
violation of any Environmental Law, (ii) any unpermitted Release or threatened
Release of a Hazardous Material or (iii) any unsafe or unhealthful condition at
any property of the Company or any of its Subsidiaries, any of which could
reasonably be expected to result in a material Environmental Liability; and

         (c)      the Company and each of its Subsidiaries (i) are in
compliance in all material respects with applicable Environmental Laws, (ii)
possess all material permits, licenses and authorizations required under
Environmental Laws for their respective businesses as currently conducted and
(iii) are in compliance in all material respects with the terms and conditions
of such permits, licenses and authorizations.

         SECTION 3.14.  ERISA. Neither the Company nor any ERISA Affiliate
maintains or contributes to any Benefit Plan other than a Benefit Plan listed on
Schedule 3.14. Except as otherwise provided on Schedule 3.14, each Plan which is
intended to be qualified under Section 401(a) of the Code as currently in effect
has been determined by the IRS to be so qualified, and each trust related to any
such Plan has been determined to be exempt from federal income tax under Section
501(a) of the Code as currently in effect, except for changes for which the
remedial amendment period has not expired. Except as otherwise provided on
Schedule 3.14, neither the Company nor any ERISA Affiliate maintains or
contributes to any employee welfare benefit plan within the meaning of Section
3(1) of ERISA which provides benefits to employees after termination of
employment other than as required under Part 6 of Title I of ERISA. The Company
and all of its ERISA Affiliates are in compliance in all material respects with
the responsibilities, obligations and duties imposed on them by ERISA or
regulations promulgated thereunder with respect to all Plans. No accumulated
funding deficiency (as defined in Section 302(a)(2) of ERISA and Section 412(a)
of the Code) exists with respect to any Benefit Plan. Neither the Company nor
any ERISA Affiliate has any liability, whether direct or indirect, contingent or
otherwise, under Section 4069 or 4212(c) of ERISA. Except as otherwise provided
on Schedule 3.14, neither the Company nor any ERISA Affiliate nor any fiduciary
of any Plan (i) has engaged in a nonexempt "prohibited transaction" described in
Sections 406 and 408 of ERISA or Section 4975 of the Code or (ii) has taken any
action which would constitute or result in a Termination Event with respect to
any Benefit Plan which would result in a material liability to the Company or
any ERISA Affiliate. Neither the Company nor any ERISA Affiliate has incurred
any material liability to the PBGC that has not been paid within the applicable
period permitted by law. Neither the Company nor any ERISA Affiliate has failed
to make a required contribution or payment to a Multiemployer Plan on or before
the required due date for such contribution or installment which failure could
reasonably be expected to have a Material Adverse Effect. Neither the Company
nor any ERISA Affiliate has failed to make a required installment under
subsection (m) of Section 412 of the Code or any other payment required under
Section 412 of the Code on or before the due date for such installment or other
payment, which failure could reasonably be expected to result in a lien under
subsection (n) of Section 412 of the Code. Neither the Company nor any ERISA
Affiliate is required to provide security to a Plan under Section 401(a)(29) of
the Code due to a Benefit Plan amendment that results in an increase in current
liability for the plan year.



                                       39
<PAGE>   44


          SECTION 3.15. Assets and Properties. As of the Effective Date: (i) the
Company and each of its Subsidiaries has good and marketable title to all of its
assets (tangible and intangible) owned by it, and all such assets are free and
clear of all Liens except as specifically permitted or contemplated by the terms
and provisions of this Agreement; (ii) substantially all of the assets and
properties owned by, leased to or used by the Company and/or each such
Subsidiary are in adequate operating condition and repair, ordinary wear and
tear excepted, are free and clear of any known defects, except such defects as
do not substantially interfere with the continued use thereof in the conduct of
normal operations, and are able to serve the function for which they are
currently being used; and (iii) the Company and each of its Subsidiaries owns,
or is licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and the use thereof by the
Company and its Subsidiaries does not infringe upon the rights of any other
Person, except in each case where the failure of such asset to meet such
requirements could not reasonably be expected to have a Material Adverse Effect.

          SECTION 3.16. Agreements. Neither the Company nor any of its
Subsidiaries is in default in any manner under any provision of any indenture or
other agreement or instrument evidencing Debt, or any other material agreement
or instrument to which it is a party or by which it or any of its properties or
assets is or may be bound, where such default could reasonably be expected to
have a Material Adverse Effect.

          SECTION 3.17. Financial Statements. The Company has heretofore
furnished to the Lenders consolidated financial statements (i) as of December
31, 1999, audited by and accompanied by the opinion of Arthur Andersen LLP and
(ii) as of March 31, 2000. Such financial statements present fairly in all
material respects the financial condition and results of operations of the
Company and its consolidated Subsidiaries and as of such dates and for such
periods. Such balance sheets and the notes thereto disclose all material
liabilities, direct or contingent, of the Company and its consolidated
Subsidiaries as of the dates thereof that are required to be disclosed under
GAAP. Such financial statements were prepared in accordance with GAAP applied on
a consistent basis, except as set forth in the notes to such financial
statements. As of the Effective Date, since December 31, 1999, there has been no
change in the business, assets, prospects or condition (financial or otherwise)
of the Company and its Subsidiaries that has had or could reasonably be expected
to have a Material Adverse Effect.

                                   ARTICLE IV

                                   Conditions

          SECTION 4.01. Effective Date. The obligations of the Lenders to make
Loans hereunder shall not become effective until the date on which each of the
following conditions has been satisfied (or waived in accordance with Section
9.02):

          (a) The Administrative Agent (or its counsel) shall have received from
each party hereto either (i) a counterpart of this Agreement signed on behalf of
such party or (ii) written evidence satisfactory to the Administrative Agent
(which may include telecopy




                                       40
<PAGE>   45


transmission of a signed signature page of this Agreement) that such party has
signed a counterpart of this Agreement.

          (b) The Administrative Agent shall have received favorable written
opinions (addressed to the Administrative Agent and the Lenders and dated the
Effective Date) of (i) Sidley & Austin, special counsel to the Administrative
Agent, substantially in the form of Exhibit B-1, and (ii) J. Eric Schaal,
Assistant General Counsel of the Company, substantially in the form of Exhibit
B-2. The Company hereby requests such Assistant General Counsel to deliver such
opinion.

          (c) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request
relating to the formation, existence and good standing of the Company and the
authorization of the Transactions, all in form and substance satisfactory to the
Administrative Agent and its counsel.

          (d) The Administrative Agent shall have received a certificate, dated
the Effective Date and signed by a Financial Officer of the Company, confirming
that the conditions set forth in paragraphs (a) and (b) of Section 4.02 have
been satisfied.

          (e) The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Effective Date, including, to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Company hereunder or under any other Loan
Document.

          (f) The Credit Agreement dated as of July 27, 1995, as amended, among
the Company, the financial institutions party thereto and The Chase Manhattan
Bank (formerly known as Chemical Bank), as agent, shall have been or shall
simultaneously with the initial Borrowing hereunder be terminated (except for
those provisions that expressly survive the termination thereof), all loans
outstanding and other amounts owed to the lenders or the agent thereunder shall
have been or shall simultaneously with the initial Borrowing hereunder be paid
in full and all letters of credit outstanding thereunder shall have become or
shall simultaneously with the initial Borrowing hereunder become subject to the
provisions of the Five Year Credit Agreement.

The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) on or prior to July 14, 2000 (and, in the event such
conditions are not so satisfied or waived, the Commitments shall terminate on
such date).

          SECTION 4.02. Each Credit Event. The obligation of each Lender to make
a Loan on the occasion of each Borrowing is subject to the satisfaction of the
following conditions:

          (a) The representations and warranties of the Company set forth in the
Loan Documents shall be true and correct on and as of the date of such
Borrowing, other than



                                       41
<PAGE>   46

representations which are given as of a particular date, in which case the
representation shall be true and correct as of that date.

          (b) At the time of and immediately after giving effect to such
Borrowing and the application of the proceeds thereof, no Default shall have
occurred and be continuing.

          (c) No law or regulation shall prohibit, and no order, judgment or
decree of any Governmental Authority shall enjoin, prohibit or restrain, any
Lender from making the requested Loan.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Company on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.

                                   ARTICLE V

                              Affirmative Covenants

          The Company covenants and agrees that, on and after the Effective Date
and so long as any Lender shall have any Commitment hereunder and until payment
in full of all of the Obligations (other than any contingent indemnity
Obligations arising pursuant to Section 2.14, 2.15, 2.16 or 9.03), unless the
Required Lenders shall otherwise give prior written consent:

          SECTION 5.01. Corporate Existence; Corporate Powers; Etc. The Company
shall, and shall cause each Material Subsidiary to, at all times maintain its
corporate existence and preserve and keep in full force and effect its rights
and franchises, unless the failure to maintain such rights and franchises could
not reasonably be expected to have a Material Adverse Effect. The Company shall,
and shall cause each Material Subsidiary to, qualify and remain qualified to do
business in each jurisdiction in which the nature of its business requires it to
be so qualified, except for those jurisdictions (other than Alabama, Arkansas,
Mississippi and Vermont) where the failure to so qualify could not reasonably be
expected to have a Material Adverse Effect.

          SECTION 5.02. Compliance with Laws, Etc. The Company shall, and shall
cause each Material Subsidiary to, (a) comply with all Requirements of Law and
all restrictive covenants affecting such Person or the business, properties,
assets or operations of such Person, and (b) obtain as needed all Permits
necessary for its operations and maintain such in good standing, except where
the failure to comply with either of clauses (a) or (b) above could not
reasonably be expected to have a Material Adverse Effect.

          SECTION 5.03. Maintenance of Properties; Insurance. The Company shall,
and shall cause each Material Subsidiary to, (a) maintain or cause to be
maintained in adequate operating condition and repair, excepting ordinary wear
and tear and damage due to casualty or condemnation, all of its properties
material to its operations and will make or cause to be made all appropriate
repairs, renewals and replacements thereof, consistent with past practice and
(b) maintain, with financially sound and reputable insurance companies,
insurance in such amounts



                                       42
<PAGE>   47

and against such risks as are customarily maintained by companies engaged in the
same or similar businesses operating in the same or similar locations.

          SECTION 5.04. Payment of Taxes and Claims. The Company shall pay or
cause to be paid, and shall cause each Material Subsidiary to pay, (a) all
material taxes, assessments and other governmental charges imposed upon it or on
any of its properties or assets or in respect of any of its franchises,
business, income or property when finally due and payable, and (b) all material
claims (including, without limitation, claims for labor, services, materials and
supplies) for sums, material in the aggregate to the Company or any such
Subsidiary, as the case may be, which have become due and payable and which by
law have or may become a Lien (other than a Customary Permitted Lien) upon any
of the Company's or such Subsidiary's properties or assets, prior to the time
when any penalty or fine shall be incurred with respect thereto; provided that
no such taxes, assessments and governmental charges referred to in clause (a)
above or claims referred to in clause (b) above need be paid if being contested
in good faith by appropriate proceedings and if adequate reserves, if required,
shall have been accrued therefor in accordance with GAAP.

          SECTION 5.05. Inspection of Property; Books and Records. The Company
shall permit, and shall cause each of its Material Subsidiaries to permit, any
authorized representative(s) designated by the Administrative Agent or any
Lender to visit and inspect any of its properties or the properties of any of
its Subsidiaries, including their financial and accounting records, and to make
copies and take extracts therefrom, and to discuss their affairs, finances and
accounts with their officers, employees, representatives, agents or independent
certified public accountants, all at such times during normal business hours and
as often as may be reasonably requested. The Company will, and will cause each
of its Subsidiaries to, keep proper books of record and account in which entries
in conformity with GAAP shall be made of all dealings and transactions in
relation to their businesses and activities.

          SECTION 5.06. ERISA. The Company shall (a) comply in all material
respects with the applicable provisions of ERISA and (b) furnish to the
Administrative Agent and each Lender (i) as soon as possible, and in any event
within 30 days after any officer of the Company or any ERISA Affiliate either
knows or has reason to know that any Termination Event has occurred that alone
or together with any other Termination Event could reasonably be expected to
subject the Company or any ERISA Affiliate to liability in an aggregate amount
exceeding $5,000,000, a statement of a Financial Officer of the Company setting
forth details as to such Termination Event and the action proposed to be taken
with respect thereto, together with a copy of the notice, if any, of any
Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy
of any notice the Company or any ERISA Affiliate may receive from the PBGC
relating to the intention of the PBGC to terminate any Benefit Plan or Benefit
Plans (other than a Benefit Plan maintained by an ERISA Affiliate which is
considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section
414 of the Code) or to appoint a trustee to administer any Benefit Plan or
Benefit Plans, (iii) within 10 Business Days after the due date for filing with
the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a
required installment or other payment with respect to a Benefit Plan, a
statement of a Financial Officer of the Company setting forth details as to such
failure and the action proposed to be taken with respect thereto, together with
a copy of such notice given to the PBGC and (iv)



                                       43
<PAGE>   48

promptly and in any event within 30 days after receipt thereof by the Company or
any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each
notice received by the Company or any ERISA Affiliate concerning (A) the
imposition of withdrawal liability or (B) a determination that a Multiemployer
Plan is, or is expected to be, terminated or in reorganization, in each case
within the meaning of Title IV of ERISA.

          SECTION 5.07. Financial Statements. The Company and each of its
Material Subsidiaries shall maintain or cause to be maintained a system of
accounting established and administered in accordance with sound business
practices and consistent with past practice to permit preparation of financial
statements in conformity with GAAP, and each of the financial statements
described below shall be prepared from such system and records. The Company
shall deliver or cause to be delivered to each of the Lenders, the items
described below:

          (a) as soon as practicable, and in any event within forty-five (45)
days after the end of each fiscal quarter in each Fiscal Year, the consolidated
balance sheet, consolidated statement of income and consolidated statement of
cash flows as at the end of and for such fiscal quarter. These statements shall
all be in reasonable detail and certified by a Financial Officer that they
fairly present in all material respects the financial condition and results of
operations of, and changes in financial position for, the Company and its
Subsidiaries as at the dates and for the periods indicated, subject to changes
resulting from audit and normal year-end adjustments;

          (b) as soon as practicable, and in any event within ninety (90) days
after the end of each Fiscal Year, the consolidated balance sheet, consolidated
statement of income and consolidated statement of cash flows of the Company and
its Subsidiaries as at the end of and for such Fiscal Year. These statements
shall all be in reasonable detail and accompanied by a report thereon of Arthur
Andersen LLP or other independent certified public accountants of recognized
national standing, which report shall be unqualified and shall state that such
consolidated financial statements present fairly in all material respects the
financial position of the Company and its consolidated Subsidiaries as at the
dates indicated and the results of their operations and changes in their
financial position for the periods indicated in conformity with GAAP applied on
a basis consistent with prior years (or, in the event of a change in accounting
principles, such accountants' concurrence with such change) and that the
examination by such accountants in connection with such consolidated financial
statements has been made in accordance with generally accepted auditing
standards;

          (c) simultaneously with the delivery of the financial statements
referred to in clause (b) above, a statement of the firm of independent
certified public accountants which reported on the financial statements included
therein that nothing has come to their attention to cause such independent
certified public accountants to believe that such financial statements are
inaccurate, and simultaneously with the delivery of the financial statements
referred to in clauses (a) and (b) above, a certificate of a Financial Officer
of the Company (A) certifying that no Default has occurred or, if a Default has
occurred, specifying the nature and extent thereof and any corrective action
taken or proposed to be taken with respect thereto, and (B) setting forth
computations in reasonable detail satisfactory to the Administrative Agent
demonstrating compliance with the covenants contained in Sections 6.01, 6.02,
6.06 and 6.09;



                                       44
<PAGE>   49

          (d) as soon as available, copies of any management reports prepared by
the Company's independent certified public accountants in connection with the
annual audit;

          (e) as soon as available, copies of (i) all reports, proxy statements
and other statements or schedules that have been filed with the Commission under
the Securities Exchange Act by the Company or any of its Subsidiaries (except
reports filed pursuant to Section 16(a) of the Securities Exchange Act), (ii)
all registration statements and prospectuses that have been filed by the Company
or any of its Subsidiaries with the Commission under the Securities Act, except
those on Form S-8 and Form 11-K, (iii) all reports and other information that
has been disseminated generally to holders of any class of the Company's
publicly traded equity or debt securities, and (iv) all press releases made
available generally by the Company or any of its Subsidiaries to the public
concerning material developments in the business of the Company or any such
Subsidiary;

          (f) promptly after Moody's or S&P shall have announced a change in the
rating established or deemed to have been established for the Index Debt,
written notice of such rating change; and

          (g) such other information respecting the Company's or any of its
Subsidiaries' business or condition (financial or otherwise), operations,
performance or properties as any Lender (through the Administrative Agent) may,
from time to time, reasonably request.

The Company shall be deemed to have fulfilled its obligations pursuant to
clauses (a), (b) and (e) above when the Company notifies the Administrative
Agent that an electronic copy of the requisite document or documents has been
filed and is publicly available on the Commission's EDGAR website, provided that
a tangible copy of each requisite document shall be delivered by the Company
promptly upon request by the Administrative Agent or any Lender.

          SECTION 5.08. Notices of Material Events. The Company will furnish to
the Administrative Agent and each Lender prompt written notice of the following:
(a) the occurrence of any Default; (b) the filing or commencement of any action,
suit or proceeding by or before any arbitrator or Governmental Authority against
or affecting the Company or any Affiliate thereof that, if adversely determined,
could reasonably be expected to result in a Material Adverse Effect; and (c) any
other development that results in, or could reasonably be expected to result in,
a Material Adverse Effect. Each notice delivered under this Section shall be
accompanied by a statement of a Financial Officer or other executive officer of
the Company setting forth the details of the event or development requiring such
notice and any action taken or proposed to be taken with respect thereto.

                                   ARTICLE VI

                               Negative Covenants

          The Company covenants and agrees that, on and after the Effective Date
and so long as any Lender shall have any Commitment hereunder and until payment
in full of all of the Obligations (other than any contingent indemnity
Obligations arising pursuant to Section 2.14,



                                       45
<PAGE>   50

2.15, 2.16 or 9.03), unless the Required Lenders (except as otherwise provided
below) shall otherwise give prior written consent:

          SECTION 6.01. Debt.

          (a) Neither the Company nor any of its Subsidiaries shall directly or
indirectly create, incur, assume or otherwise become or remain directly or
indirectly liable with respect to, any Debt, the incurrence of which would cause
the Company to violate the financial covenants set forth in Section 6.09.

          (b) Neither the Company nor any of its Subsidiaries shall at any time
permit (x) the sum of (i) all Debt of the Company and its Subsidiaries
(including Canadian Borrowers (as defined in the Five Year Credit Agreement)
and, subject to the proviso below, other Foreign Subsidiaries) secured by Liens
plus, without duplication, (ii) all Debt of its Subsidiaries (other than
Canadian Borrowers but, subject to the proviso below, including other Foreign
Subsidiaries) to exceed (y) 10% of the consolidated total assets of the Company
and its Subsidiaries; provided that the foregoing shall not apply to any Foreign
Subsidiary that is not a Canadian Borrower, and any Debt of any such other
Foreign Subsidiary shall not be included in the calculation of Debt for purposes
of the foregoing clause (x), unless at such time all such other Foreign
Subsidiaries, taken as whole, account for more than one third of either the
consolidated total assets or the consolidated net sales of the Company and its
Subsidiaries.

          (c) Notwithstanding anything to the contrary contained in paragraph
(b) of this Section 6.01, the following Debt of the Company and its Subsidiaries
shall not be prohibited and shall not be included in calculating the levels of
permitted Debt under paragraph (b):

          (i) Debt incurred under this Agreement;

          (ii) Debt incurred under the Five Year Credit Agreement;

          (iii) Debt existing on the Effective Date identified on Schedule 6.01;

          (iv) Permitted Refinancing Debt;

          (v) Debt which is outstanding under Investor Certificates (as
     such term is defined in the Pooling and Servicing Agreement) up to an
     aggregate principal balance of $175,000,000 (it being understood that the
     portion of any such Investor Certificates having an aggregate principal
     amount in excess of $175,000,000 shall be subject to the limitation
     described in paragraph (b) above); and

          (vi) Debt of the Company to any of its Subsidiaries, Debt of any
     Subsidiary to the Company and Debt of any Subsidiary to any other
     Subsidiary; provided that Debt of the Company to any of its Subsidiaries
     shall be expressly subordinate to the payment in full of the Obligations.

          SECTION 6.02. Sales of Assets. Neither the Company nor any of its
Material Subsidiaries shall sell, assign, transfer, lease, convey or otherwise
dispose of any




                                       46
<PAGE>   51

properties or assets or any group of properties or assets, whether now owned or
hereafter acquired, or any income or profits therefrom, except:

          (i) any sales of assets occurring in the ordinary course of business
     of the Company and its Material Subsidiaries;

          (ii) the sale of equipment by the Company or any of its Material
     Subsidiaries to the extent that such equipment is traded in for credit
     against the purchase price of similar replacement equipment or that the
     proceeds of such sale are reasonably promptly applied to the purchase price
     of such replacement equipment;

          (iii) the sale by the Company or any of its Material Subsidiaries of
     obsolete equipment;

          (iv) any Sale and Lease-Back Transaction permitted under Section 6.06;

          (v) the transfer of accounts and related assets pursuant to the
     Receivables Purchase Agreements and the Pooling and Servicing Agreement;

          (vi) any sale of any assets by the Company or any of its Material
     Subsidiaries not described in clauses (i) through (v) above, provided that
     the proceeds of any such sale received by the Company or any Material
     Subsidiary (x) from any such individual sale or related group of sales does
     not exceed $100,000,000 and (y) from all such sales in any Fiscal Year of
     the Company does not exceed an aggregate amount of $250,000,000;

          (vii) any sale or license of patents, trademarks, registrations
     therefor and other similar intellectual property occurring in the ordinary
     course of business; and

          (viii) any sale or other transfer of assets between the Company and
     any of its Subsidiaries, or between any of the Company's Subsidiaries.

          SECTION 6.03. Liens. Neither the Company nor any of its Material
Subsidiaries shall directly or indirectly create, incur, assume or permit to
exist any Lien on or with respect to any of their property or assets except the
following:

          (i) any interest or title of a lessor or secured by a lessor's
     interest under any lease permitted by this Agreement (including any related
     precautionary UCC financing statements filed in connection therewith);

          (ii) to the extent any Operating Lease existing on the Effective Date
     is reclassified as a Capital Lease;

          (iii) Liens existing on the Effective Date and identified in Schedule
     6.03;

          (iv) Customary Permitted Liens;

          (v) Liens with respect to judgments or attachments or arising in
     connection with court proceedings which do not result in a Default
     hereunder;





                                       47
<PAGE>   52

          (vi) Liens securing Debt permitted pursuant to Section 6.01 (subject
     to Section 6.01(b));

          (vii) Liens arising under Section 302(f) of ERISA or Section 412(n) of
     the Code where the delinquent contribution which gave rise to the Lien is
     paid within thirty (30) days of its original due date;

          (viii) Liens securing the reimbursement obligations under any letter
     of credit which is drawable upon presentation of documents evidencing the
     sale or shipment of goods purchased by the Company or any of its
     Subsidiaries in the ordinary course of its business if such Lien attaches
     only to (A) cash collateral or (B) the goods acquired through the issuance
     of such letter of credit;

          (ix) Liens consisting of purchase money security interests of
     suppliers with respect to office equipment supplied in the ordinary course
     of business, which Liens have not been perfected by the taking of
     possession of collateral and, unless the applicable Debt has been paid in
     full, which have not been in existence more than ninety (90) days;

          (x) Liens arising in connection with the transfer of accounts and
     related assets pursuant to the Pooling and Servicing Agreement and the
     Receivables Purchase Agreements; and

          (xi) Liens securing Hedging Agreements entered into in the ordinary
     course of business pursuant to which the Company or any Subsidiary has
     hedged its reasonably estimated interest rate, foreign currency or
     commodity exposure.

          SECTION 6.04. Transactions with Affiliates. The Company will not, and
will not permit any of its Material Subsidiaries to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except (a) in the ordinary course of business at prices and
on terms and conditions not less favorable to the Company or such Subsidiary
than could be obtained on an arm's-length basis from unrelated third parties,
and (b) transactions between or among the Company and its wholly-owned
Subsidiaries not involving any other Affiliate.

          SECTION 6.05. Fundamental Changes.

          (a) The Company will not, and will not permit any Material Subsidiary
to, merge into or consolidate with any other Person, or permit any other Person
to merge into or consolidate with it, or sell, transfer, lease or otherwise
dispose of (in one transaction or in a series of transactions) all or
substantially all of its assets, or all or substantially all of the stock of any
of its Subsidiaries (in each case, whether now owned or hereafter acquired), or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing (i) any
Person may merge into the Company in a transaction in which the Company is the
surviving corporation, (ii) any Person (other than the Company) may merge into
any Subsidiary in a transaction in which the surviving entity is a Subsidiary,
(iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its
assets to the Company or to






                                       48
<PAGE>   53

another Subsidiary and (iv) any Subsidiary may liquidate or dissolve if the
Company determines in good faith that such liquidation or dissolution is in the
best interests of the Company and is not materially disadvantageous to the
Lenders.

          (b) The Company will not, and will not permit any of its Material
Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Company and its Subsidiaries on the
Effective Date and businesses reasonably related thereto or necessary for the
conduct of its business as currently conducted.

          SECTION 6.06. Sales and Lease-Back. Neither the Company nor any of its
Material Subsidiaries shall become liable, directly or by way of a Guarantee,
with respect to any lease, whether or not such lease is a Capital Lease, of any
property (whether real or personal or mixed) whether now owned or hereafter
acquired, which the Company or any of its Subsidiaries has sold or transferred
or is to sell or transfer to any other Person (a "Sale and Lease-Back
Transaction"); provided that the Company or a Subsidiary may enter into any Sale
and Lease-Back Transaction if (a) at the time of such Sale and Lease-Back
Transaction no Event of Default shall have occurred and be continuing, and (b)
the proceeds from the sale of the subject property shall be at least equal to
80% of its fair market value.

          SECTION 6.07. Restrictive Agreements. The Company will not, and will
not permit any of its Material Subsidiaries to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of the
Company or any Material Subsidiary to create, incur or permit to exist any Lien
upon any of its property or assets, or (b) the ability of any Material
Subsidiary to pay dividends or other distributions with respect to any shares of
its capital stock or to make or repay loans or advances to the Company or any
other Subsidiary or to guarantee Debt of the Company or any other Subsidiary;
provided that (i) the foregoing shall not apply to restrictions and conditions
imposed by law or by this Agreement, (ii) the foregoing shall not apply to
restrictions and conditions existing on the date hereof identified on Schedule
6.07 (but shall apply to any extension, renewal, amendment or modification
thereof to the extent that it expands the scope of any such restriction or
condition), (iii) the foregoing shall not apply to customary restrictions and
conditions contained in agreements relating to the sale of a Subsidiary pending
such sale, provided such restrictions and conditions apply only to the
Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause
(a) of the foregoing shall not apply to restrictions or conditions imposed by
any agreement relating to secured Debt permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such
Debt, (v) clause (a) of the foregoing shall not apply to customary provisions in
leases and other contracts restricting the assignment thereof and (vi) clause
(a) of the foregoing shall not apply to a provision in an agreement governing
Debt that imposes a condition requiring an equal and ratable Lien to secure such
Debt.

          SECTION 6.08. No More Restrictive Covenants. Neither the Company nor
any Material Subsidiary of the Company shall permit the financial covenants
(which require the maintenance or satisfaction of financial performance tests
and are of the nature that, if breached, would result in an event of default) or
events of default (excluding a breach of a covenant which is not a financial
covenant as described above) contained in any debt agreement relating to a
principal amount in excess of $25,000,000, as the same may be amended, restated,
supplemented



                                       49
<PAGE>   54

or otherwise modified at any time and from time to time, in the reasonable and
good faith determination of the Company, to be more restrictive than the
financial covenants contained in this Agreement, unless the Lenders are afforded
the benefit of such more restrictive covenant or event of default; provided,
that if the Lenders shall be afforded the benefit of any such more restrictive
covenant or event of default, such benefit shall cease upon the termination of
the debt agreement containing such more restrictive covenant or event of
default.

          SECTION 6.09. Financial Covenants. The Company shall not permit:

          (a) Maximum Debt/EBITDA Ratio. The Debt/EBITDA Ratio at any time to
exceed 3.75 to 1.00.

          (b) Minimum Interest Coverage Ratio. The Interest Coverage Ratio for
the twelve-month period ending with the last day of any fiscal quarter in any
Fiscal Year to be less than 3.25 to 1.00.

                                  ARTICLE VII

                                Events of Default

          SECTION 7.01. Events of Default. Each of the following occurrences
shall constitute an "Event of Default" under this Agreement:

          (a) Failure to Make Principal Payments When Due. The Company shall
fail to pay when due any principal on any Loan.

          (b) Failure to Make Other Payments When Due. The Company shall fail to
pay when due any interest, fee or other amount payable under this Agreement
(other than principal on any Loan) and such failure shall continue unremedied
for five (5) Business Days.

          (c) Breach of Representation or Warranty. Any representation or
warranty made or deemed made by the Company to the Administrative Agent or any
Lender herein or in any of the other Loan Documents or in any statement or
certificate at any time given by the Company or any of its Subsidiaries pursuant
to any of the Loan Documents shall be untrue in any material respect on the date
as of which made or deemed made.

          (d) Breach of Certain Covenants. The Company shall fail to perform or
observe any covenant, condition or agreement contained in Section 5.08, 6.02,
6.04, 6.05, 6.08 or 6.09.

          (e) Breach of Other Terms. The Company or any Material Subsidiary of
the Company shall default in the performance of or compliance with any material
term contained in this Agreement or in any of the Loan Documents (other than as
covered by subsection (a) through (d) above), and such default shall continue
for twenty (20) days after the Company receives written notice from the
Administrative Agent (with the consent or at the request of the Required
Lenders) of the occurrence of such default.



                                       50
<PAGE>   55

          (f) Default as to Other Debt. The Company or any Material Subsidiary
of the Company shall fail to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) on any
Material Debt; or any breach, default or event of default shall occur, or any
other event shall occur or condition shall exist, under any instrument,
agreement or indenture pertaining to any Material Debt and shall continue after
the applicable grace period, if any, specified in such instrument, agreement or
indenture, if the effect thereof (with or without the giving of notice or lapse
of time or both) is to accelerate, or permit the holder(s) of such Material Debt
(or any Person on behalf of such holders) to accelerate, the maturity of any
such Material Debt; or any such Material Debt shall be declared in accordance
with the terms of the underlying agreement to be due and payable or required to
be prepaid (other than by a regularly scheduled required prepayment prior to the
stated maturity thereof).

          (g) Involuntary Bankruptcy; Appointment of Receiver, Etc.

               (i) An involuntary case shall be commenced against the Company or
     any of its Material Subsidiaries, and the petition shall not be dismissed
     within sixty (60) days after commencement of the case, or a court having
     jurisdiction in the premises shall enter a decree or order for relief in
     respect of the Company or any of its Material Subsidiaries, in an
     involuntary case, under any applicable bankruptcy, insolvency or other
     similar law now or hereafter in effect; or any other similar relief shall
     be granted under any applicable federal, state or foreign law.

               (ii) A decree or order of a court having jurisdiction in the
     premises for the appointment of a receiver, liquidator, sequestrator,
     trustee, custodian or other officer having similar powers over the Company
     or any of its Material Subsidiaries, or over all or a substantial part of
     the property of the Company or any of its Material Subsidiaries, shall be
     entered; or an interim receiver, trustee or other custodian of the Company
     or any of its Material Subsidiaries or of all or a substantial part of the
     property of the Company or any of its Material Subsidiaries shall be
     appointed, or a warrant of attachment, execution or similar process against
     any substantial part of the property of the Company or any of its Material
     Subsidiaries shall be issued and any such event shall not be stayed,
     vacated, dismissed, bonded or discharged within sixty (60) days of entry,
     appointment or issuance.

               (iii) A decree or order of a court of competent jurisdiction is
     entered adjudging the Company or any Material Subsidiary a bankrupt or
     insolvent or approving as properly filed a petition seeking a winding-up of
     the Company or any Material Subsidiary under the Companies' Creditors
     Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or the
     Winding-Up and Restructuring Act (Canada) or any other bankruptcy,
     insolvency or analogous laws in Canada or issuing a sequestration or a
     process of execution against, or against any substantial part of the assets
     of, the Company or any Material Subsidiary or ordering a winding-up or a
     liquidation of its affairs and any such decree or order continues unstayed
     and in effect for a period of sixty (60) days.

          (h) Voluntary Bankruptcy; Appointment of Receiver, Etc. The Company or
any of its Material Subsidiaries shall have an order for relief entered with
respect to it or commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law




                                       51
<PAGE>   56

now or hereafter in effect, or shall consent to the entry of an order for relief
in an involuntary case, or to the conversion of an involuntary case to a
voluntary case, under any such law, or shall consent to the appointment of or
taking of possession by a receiver, trustee or other custodian for it or for all
or a substantial part of its property; the Company or any of its Material
Subsidiaries shall make any assignment for the benefit of creditors; the Company
or any of its Material Subsidiaries shall make any proposal under the Bankruptcy
and Insolvency Act (Canada) or any comparable law or seek relief under the
Companies' Creditors Arrangement Act (Canada), the Winding-Up and Restructuring
Act (Canada) or any other bankruptcy, insolvency or analogous law in Canada or
file a petition or proposal to take advantage of any act of insolvency; or the
board of directors (or any committee thereof) of the Company or any of its
Material Subsidiaries adopts any resolution or otherwise authorizes any action
to approve any of the foregoing.

          (i) Judgments and Attachments. Any money judgment (other than a money
judgment to the extent covered by insurance, but only if the insurer has not
denied coverage with respect to such money judgment), writ or warrant of
attachment, or similar process involving in any case an amount in excess of
$25,000,000 shall be entered or filed against the Company or any of its Material
Subsidiaries, or any of their respective assets by a court of competent
jurisdiction and shall remain undischarged, unvacated, unbonded or unstayed for
a period ending on the first to occur of (i) the last day on which such order,
judgment or decree becomes final and unappealable or (ii) sixty (60) days.

          (j) Dissolution. Any order, judgment or decree shall be entered
against the Company or any of its Material Subsidiaries decreeing its
involuntary dissolution, liquidation, winding-up or split up and such order
shall remain undischarged and unstayed for a period in excess of thirty (30)
days.

          (k) Change in Control. Any Person (other than the Company or any
Subsidiary of the Company) shall purchase or otherwise acquire directly or
indirectly beneficial ownership of the Company's common stock on or after the
Effective Date, and immediately after such purchase or acquisition such Person
and its Affiliates and "Associates" (as defined below) shall directly or
indirectly beneficially own in the aggregate 50% or more of the Company's common
stock then outstanding. For purposes of this Section 7.01(k), (i) "beneficial
ownership" shall be determined in accordance with Rule 13d-3 (or any successor
rule) of the Commission under the Securities Exchange Act; provided, however,
that any employee benefit plan of the Company or a trustee or other Person
holding common stock for or pursuant to the terms of any such plan shall not be
deemed to have beneficial ownership of such common stock so long as each
participant in such plan has the right to direct the trustee or other Person (A)
to vote the common stock held by such plan for his or her benefit and (B) to
tender such common stock in the event of a tender offer for common stock; and
(ii) "Associate" shall mean, with respect to any Person, (A) an officer,
employee or partner of such Person, (B) a trust or other estate in which such
Person has a substantial beneficial interest or as to which such Person serves
as trustee or in a similar fiduciary capacity, or (C) a relative or spouse of
such Person, or a relative of such spouse, who has the same home as such Person.

          (l) ERISA Liabilities. Any Termination Event occurs which will or is
reasonably likely to subject either the Company or an ERISA Affiliate to a
liability which could reasonably be expected to have a Material Adverse Effect,
or, the plan administrator of any




                                       52
<PAGE>   57

Benefit Plan applies under Section 412(d) of the Code for a waiver of the
minimum funding standards of Section 412(a) of the Code and the business
hardship upon which the Section 412(d) waiver was based will or is reasonably
likely to subject either the Company or an ERISA Affiliate to a liability which
could reasonably be expected to have a Material Adverse Effect.

          (m) Environmental Liabilities. The Company or any of its Subsidiaries
shall become subject to any Environmental Liabilities arising out of or related
to (a) the Release or threatened Release at any location of any Hazardous
Material into the environment, or any Remedial Action in response thereto, or
(b) any violation of any Environmental Law, which Environmental Liabilities
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. "Remedial Action" shall mean any action required to (i)
clean up, remove or treat or in any other way address Hazardous Materials in the
indoor or outdoor environment; (ii) prevent a Release or threat of Release or
minimize the further Release of Hazardous Materials so they do not migrate or
endanger or seriously threaten to endanger public health or welfare or the
indoor or outdoor environment; or (iii) perform pre-remedial studies and
investigations or post-remedial monitoring and care.

An Event of Default shall be deemed "continuing" until cured or waived in
writing in accordance with Section 9.02.

          SECTION 7.02. Rights and Remedies. If any Event of Default shall occur
and be continuing, but subject to the next sentence, the Administrative Agent
shall at the request, or may with the consent, of the Required Lenders, by
notice to the Company, (i) declare the obligation of each Lender to make Loans
hereunder to be terminated, whereupon the same shall forthwith terminate, and/or
(ii) declare the entire unpaid principal amount of the Loans, all interest
accrued and unpaid thereon and all other amounts payable under this Agreement to
be forthwith due and payable, whereupon the Loans, all such accrued interest and
all such amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Company; provided, that in the case of any
Competitive Loan, the unpaid principal amount thereof, and all interest accrued
and unpaid thereon, shall not be declared to be due and payable pursuant to the
foregoing clause (ii) without the consent of the holder of such Competitive
Loan. In the event of the occurrence of an Event of Default under Section
7.01(g) or (h), (A) the obligation of each Lender to make Loans shall
automatically be terminated and (B) the Loans (including Competitive Loans), all
such interest and all such amounts shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Company.

                                  ARTICLE VIII

                            The Administrative Agent

          In order to expedite the transactions contemplated by this Agreement,
the Person named in the heading of this Agreement is hereby appointed to act as
Administrative Agent on behalf of the Lenders. Each of the Lenders, including
each assignee of any Lender, hereby irrevocably authorizes the Agent to take
such actions on behalf of such Lender or assignee and to



                                       53
<PAGE>   58

exercise such powers as are delegated to the Agent by the terms of the Loan
Documents, together with such actions and powers as are reasonably incidental
thereto. The Administrative Agent is hereby expressly authorized by the Lenders,
without hereby limiting any implied authority, (a) to receive on behalf of the
Lenders all payments of principal of and interest on the Loans and all other
amounts due to the Lenders hereunder, and promptly to distribute to each Lender
its proper share of each payment so received; (b) to give notice on behalf of
each of the Lenders to the Company of any Event of Default specified in this
Agreement of which the Administrative Agent has actual knowledge acquired in
connection with its agency hereunder; and (c) to distribute to each Lender
copies of all notices, financial statements and other materials delivered by the
Company pursuant to this Agreement or the other Loan Documents as received by
the Administrative Agent.

          With respect to the Loans made by it hereunder, the Administrative
Agent in its individual capacity and not as Administrative Agent shall have the
same rights and powers as any other Lender and may exercise the same as though
it were not the Administrative Agent, and the Administrative Agent and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with the Company or any Subsidiary or other Affiliate thereof
as if it were not the Administrative Agent.

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth in the Loan Documents. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall have no duty to
take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise upon receipt of notice in
writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
9.02), and (c) except as expressly set forth in the Loan Documents, the
Administrative Agent shall have no duty to disclose, and shall not be liable for
the failure to disclose, any information relating to the Company or any of its
Subsidiaries that is communicated to or obtained by the institution serving as
the Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02) or in the absence of its own gross negligence or
willful misconduct. The Administrative Agent shall not be deemed to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by the Company or a Lender (in which case the Agent shall
give written notice to each Lender), and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Loan Document, (ii)
the contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere in
any Loan Document, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.



                                       54
<PAGE>   59

          The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Company), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

          The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

          Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Company. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Company, to appoint a successor. If no successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank with an office in New York,
New York, or an Affiliate of any such bank. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 9.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.

          Each Lender agrees (a) to reimburse the Administrative Agent, on
demand, in the amount of its pro rata share (based on the amount of its Loans
and available Commitments hereunder) of any expenses incurred for the benefit of
the Lenders by the Administrative Agent, including counsel fees and compensation
of agents and employees paid for services rendered on behalf of the Lenders,
that shall not have been reimbursed by the Company and (b) to indemnify and hold
harmless the Administrative Agent and any of its Related Parties, on demand, in
the amount of such pro rata share, from and against any and all liabilities,
taxes, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by or asserted against it in its capacity as Administrative
Agent or any of them in any way relating to or arising out of this Agreement or



                                       55
<PAGE>   60

any other Loan Document or action taken or omitted by it or any of them under
this Agreement or any other Loan Document, to the extent the same shall not have
been reimbursed by the Company; provided that no Lender shall be liable to the
Administrative Agent or any such other indemnified Person for any portion of
such liabilities, taxes, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that shall have resulted from
the gross negligence or willful misconduct of the Administrative Agent or any of
its directors, officers, employees or agents.

          Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or related agreement or any document furnished hereunder
or thereunder.

                                   ARTICLE IX

                                  Miscellaneous

          SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

          (a) if to the Company, to 125 South Franklin Street, Chicago, Illinois
60606, Attention of Corporate Treasurer (Telecopy No. (312) 606-3883);

          (b) if to the Administrative Agent, to The Chase Manhattan Bank, Loan
and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New
York 10081, Attention of Katherine Graham (Telecopy No. (212) 552-5662), with a
copy to Chase Securities Inc., 10 South LaSalle Street, Chicago, Illinois 60603,
Attention of Steven J. Faliski (Telecopy No. (312) 443-1964);

          (c) if to any other Lender, to it at its address (or telecopy number)
set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto or, in the case
of any Lender described in clause (c) above, to the Administrative Agent and to
the Company. All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.

          SECTION 9.02. Waivers; Amendments.




                                       56
<PAGE>   61

          (a) No failure or delay by Administrative Agent or any Lender in
exercising any right or power hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the
Administrative Agent and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of any Loan Document or
consent to any departure by the Company therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent or any Lender may have
had notice or knowledge of such Default at the time.

          (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except pursuant
to an agreement or agreements in writing entered into by the Company and the
Required Lenders or by the Company and the Administrative Agent with the consent
of the Required Lenders; provided that no such agreement shall

               (i) increase any Commitment of any Lender without the written
     consent of such Lender,

               (ii) reduce the principal amount of any Loan or reduce the rate
     of interest thereon, or reduce any fees payable hereunder, without the
     written consent of each Lender affected thereby,

               (iii) postpone the date of any scheduled payment of the principal
     amount of any Loan, or any interest thereon, or any fees payable hereunder,
     or reduce the amount of, waive or excuse any such payment, or postpone the
     scheduled date of expiration of any Commitment or reinstate any Commitment
     theretofore terminated, without the written consent of each Lender affected
     thereby,

               (iv) change Section 2.17(b) or (c) in a manner that would alter
     the pro rata sharing of payments required thereby without the written
     consent of each Lender (it being understood that the addition of new
     commitments that may be extended under this Agreement shall not be deemed
     to alter such pro rata sharing of payments), or

               (v) change any of the provisions of this Section or the
     definition of "Required Lenders" or any other provision of any Loan
     Document specifying the number or percentage of Lenders required to waive,
     amend or modify any rights thereunder or make any determination or grant
     any consent thereunder, without the written consent of each Lender (except,
     in each case, to provide for new commitments that may be extended under
     this Agreement);

provided further that (A) no such agreement shall amend, modify or



                                       57
<PAGE>   62

otherwise affect the rights or duties of the Administrative Agent hereunder or
under any other Loan Document without the prior written consent of the
Administrative Agent.

          SECTION 9.03. Expenses; Indemnity; Damage Waiver.

          (a) The Company shall pay (i) all reasonable out-of-pocket expenses
incurred by the Administrative Agent and its Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of this Agreement or the other Loan
Documents or any amendments, modifications or waivers of the provisions hereof
or thereof (whether or not the transactions contemplated hereby or thereby shall
be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the
Administrative Agent or any Lender, including the reasonable fees, charges and
disbursements of any counsel for the Administrative Agent or any Lender, in
connection with the enforcement or protection of its rights in connection with
any Loan Document, including its rights under this Section, or in connection
with the Loans made hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans.

          (b) The Company shall indemnify the Administrative Agent and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related costs or expenses,
including the reasonable fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) any transaction or proposed transaction
(whether or not consummated) in which any proceeds of any borrowing hereunder
are applied or proposed to be applied, directly or indirectly, by the Company or
any Subsidiary, (ii) any Loan or the use of the proceeds therefrom, (iii) the
execution, delivery or performance by the Company and the Subsidiaries of the
Loan Documents, or any actions or omissions of the Company or any Subsidiary in
connection therewith, (iv) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Company or
any of its Subsidiaries, or any Environmental Liability related in any way to
the Company or any of its Subsidiaries, or (v) any actual or prospective claims,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related costs or expenses shall have resulted from the gross
negligence or willful misconduct of such Indemnitee.

          (c) To the extent that the Company fails to pay any amount required to
be paid by it to the Administrative Agent under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent such
Lender's pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related cost or expense, as the case may be, was incurred by or
asserted against the Administrative Agent in its capacity as such; and provided
further that payment of any amount by any Lender pursuant to this clause (c)
shall not relieve the Company of its obligation to pay such amount, and such
Lender shall have a claim against the Company for such amount. For



                                       58
<PAGE>   63

purposes hereof, a Lender's "pro rata share" shall be determined based upon its
share of the sum (without duplication) of the total Exposures and unused
Commitments at the time.

          (d) To the extent permitted by applicable law, the Company shall not
assert, and the Company hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby, the Transactions, any Loan or the use of the
proceeds thereof.

          (e) All amounts due under this Section shall be payable within 10
Business Days after receipt by the Company of a reasonably detailed invoice
therefor.

          SECTION 9.04. Successors and Assigns.

          (a) The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Company may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Company without
such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Related Parties of the Administrative
Agent and each of the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement. The parties hereto agree that the
Administrative Agent and each Lender, in entering into this Agreement, is, for
purposes of those provisions herein which are expressed to confer upon a Related
Party of any such Person any legal or equitable right, remedy or claim, entering
into this Agreement on its own behalf and as agent and trustee on behalf of such
Related Party and shall hold and enforce such Related Party's rights under this
Agreement for such Related Party's benefit.

          (b) Any Lender may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitments and the Loans or other amounts at the time owing to it);
provided that

               (i) except in the case of an assignment to a Lender, an Affiliate
     of a Lender or a Related Fund of any Lender, each of the Company and the
     Administrative Agent must give its prior written consent to such assignment
     (which consent shall not be unreasonably withheld),

               (ii) except in the case of an assignment to a Lender, an
     Affiliate of a Lender or a Related Fund of any Lender or an assignment of
     the entire remaining amount of the assigning Lender's Commitments and
     outstanding Loans, the amount of the Commitments and outstanding Loans of
     the assigning Lender subject to each such assignment and the amount of the
     Commitments and outstanding Loans retained by the assigning Lender after
     giving effect to each such assignment (determined as of the date the
     Assignment and Acceptance with respect to such assignment is delivered to
     the



                                       59
<PAGE>   64

     Administrative Agent) shall not be less than $5,000,000 unless each of
     the Company and the Administrative Agent otherwise consent,

               (iii) the parties to each assignment shall execute and deliver to
     the Administrative Agent an Assignment and Acceptance, together with a
     processing and recordation fee of $3,500, and

               (iv) the assignee, if it shall not be a Lender, shall deliver to
     the Administrative Agent an Administrative Questionnaire;

and provided further that any consent of the Company otherwise required under
this paragraph shall not be required if an Event of Default referred to in
Section 7.01(g) or (h) has occurred and is continuing. Subject to acceptance and
recording thereof pursuant to paragraph (d) of this Section, from and after the
effective date specified in each Assignment and Acceptance the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section.

          (c) The Administrative Agent, acting for this purpose as an agent of
the Company, shall maintain at one of its offices in The City of New York a copy
of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive absent manifest error, and the Company, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Company and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

          (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

          (e) Any Lender may, without the consent of the Company or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant")



                                       60
<PAGE>   65

in all or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Company, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in clause (i), (ii) or (iii) of the first proviso to Section 9.02(b)
that affects such Participant. Subject to paragraph (f) of this Section, the
Company agrees that each Participant shall be entitled to the benefits of
Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.17(b) as though it were a Lender.

          (f) A Participant shall not be entitled to receive any greater payment
under Section 2.14 or 2.16 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Company's
prior written consent. A Participant shall not be entitled to the benefits of
Section 2.16 unless the Company is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Company, to
comply with Section 2.16(e) as though it were a Lender.

          (g) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank or, in the case of a Lender that is an investment fund, to
the trustee under the indenture to which such fund is a party, and this Section
shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release
a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

          SECTION 9.05. Survival. All covenants, agreements, representations and
warranties made by the Company herein or in any other Loan Document or in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto or thereto and shall survive the
execution and delivery of this Agreement and any other Loan Document and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement or any other Loan Document is outstanding and unpaid and so long as
the Commitments have not



                                       61
<PAGE>   66

expired or terminated. The provisions of Sections 2.14, 2.15, 2.16, 9.03 and
9.12 and Article VIII shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the expiration or termination of the Commitments or the
termination of this Agreement or any other Loan Document or any provision hereof
or thereof.

          SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees payable
to the Administrative Agent constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

          SECTION 9.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final and in whatever currency denominated) at any time
held and other obligations at any time owing by such Lender or Affiliate to or
for the credit or the account of the Company against any of and all the
obligations of the Company now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured. The
rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Lender may have.

          SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
Process.

          (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

          (b) The Company hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of




                                       62
<PAGE>   67


New York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement or any other Loan Document shall
affect any right that the Administrative Agent or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement against the Company
or its properties in the courts of any jurisdiction.

          (c) The Company hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or any other Loan Document in any
court referred to in paragraph (b) of this Section. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

          (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

          SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

          SECTION 9.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

          SECTION 9.12. Confidentiality. The Administrative Agent and each
Lender agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors, to Related Funds' directors and officers and to any actual
or prospective contractual counterparty (or its advisors) in any swap or


                                       63
<PAGE>   68

derivative transaction (it being understood that each Person to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential and to use such
information only in connection with this Agreement or any such swap or
derivative transaction, as applicable), (b) to the extent requested by any
regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) to the extent required or advisable in the judgment of
counsel in connection with any suit, action or proceeding relating to the
enforcement of rights of the Administrative Agent or the Lenders against the
Company under this Agreement or any other Loan Document, (f) subject to an
agreement containing provisions substantially the same as those of this Section,
to any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement, (g) with
the consent of the Company or (h) to the extent such Information becomes
publicly available other than as a result of a breach of this Section of which
the Administrative Agent or the relevant Lender is aware or becomes available to
the Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Company other than as a result of a breach of this Section, or of
any other confidentiality agreement to which the Company is a party, of which
the Administrative Agent or such Lender is aware. For the purposes of this
Section, "Information" means all information received from the Company relating
to the Company or its business, other than any such information that is
available to the Administrative Agent or any Lender on a nonconfidential basis
prior to disclosure by the Company other than as a result of a breach of this
Section of which the Administrative Agent or such Lender is aware. Any Person
required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

          SECTION 9.13. Non-Reliance by the Lenders. Each Lender by its
signature to this Agreement represents and warrants that it has not relied in
the extension of the credit contemplated by this Agreement, nor will it rely in
the maintenance thereof, upon any assets of the Company or its Subsidiaries
consisting of margin stock (within the meaning of Regulation U of the Board).




                                       64
<PAGE>   69


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

                                 USG CORPORATION


                                 By:
                                    --------------------------------------------
                                    Name:  D. Rick Lowes
                                    Title: Vice President and Treasurer






                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000

<PAGE>   70



                                 THE CHASE MANHATTAN BANK, individually as a
                                 Lender and as Administrative Agent


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:






                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000

<PAGE>   71




                                 BANK ONE, NA, having its principal office in
                                 Chicago, Illinois, individually as a Lender
                                 and as Syndication Agent


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:





                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000

<PAGE>   72




                                 CITIBANK, N.A., individually as a Lender and
                                 as Lender and as Syndication Agent


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:





                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000


<PAGE>   73



                                 BANK OF AMERICA, N.A., individually and as
                                 Documentation Agent


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:






                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000

<PAGE>   74



                                 THE TORONTO-DOMINION BANK


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:







                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000

<PAGE>   75



                                 SUNTRUST BANK, individually as a Lender and as
                                 Co-Agent


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:





                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000

<PAGE>   76



                                 THE NORTHERN TRUST COMPANY


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:






                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000

<PAGE>   77



                                 THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO
                                 BRANCH


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:







                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000

<PAGE>   78



                                 BARCLAYS BANK PLC


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:





                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000

<PAGE>   79



                                 DEUTSCHE BANK AG
                                 NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:






                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000

<PAGE>   80




                                 THE INDUSTRIAL BANK OF JAPAN, LIMITED


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:






                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000

<PAGE>   81



                                 MORGAN GUARANTY TRUST COMPANY OF NEW YORK


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:






                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000

<PAGE>   82



                                 THE SANWA BANK, LIMITED


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:






                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000

<PAGE>   83



                                 WACHOVIA BANK, N.A.


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:






                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000

<PAGE>   84



                                 FIRSTAR BANK, N.A.


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:






                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000

<PAGE>   85



                                 THE FUJI BANK, LIMITED


                                 By:
                                    --------------------------------------------
                                    Name:
                                    Title:





                                 Signature Page
                                 USG Corporation
                            364-Day Credit Agreement
                            dated as of June 30, 2000