<PAGE>   1
                                                                    Exhibit 4(b)

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                               ALLEN TELECOM INC.
                                   as Borrower

                                       And

                            THE LENDERS NAMED HEREIN
                                   as Lenders


                                    NBD BANK
                             as Documentation Agent

                                    [GRAPHIC]






                          KeyBank National Association
                as Swing Line Lender, as Syndication Agent and as
                              Administrative Agent

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


                                CREDIT AGREEMENT
                                   dated as of
                                December 31, 1998

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






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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
<S>        <C>                                                                                                   <C>
   SECTION 1.     DEFINITIONS AND TERMS...........................................................................1
         1.1.     Certain Defined Terms...........................................................................1
         1.2.     Computation of Time Periods....................................................................19
         1.3.     Accounting Terms...............................................................................19
         1.4.     Currency Equivalents...........................................................................19

   SECTION 2.     AMOUNT AND TERMS OF LOANS......................................................................19
         2.1.     Commitments for Loans..........................................................................19
         2.2.     Minimum Borrowing Amounts, etc.; Pro Rata Borrowings...........................................20
         2.3.     Borrowing Procedures...........................................................................20
         2.4.     Disbursement of Funds from Borrowings..........................................................22
         2.5.     Refunding of, or Participation in, Swing Line Revolving Loans..................................23
         2.6.     Notes; Loan Accounts...........................................................................24
         2.7.     Voluntary Conversion of Dollar Denominated General Revolving Loans;
                   Redenomination of General Revolving Loans.....................................................25
         2.8.     Interest.......................................................................................26
         2.9.     Selection and Continuation of Interest Periods.................................................28
         2.10.    Increased Costs, Illegality, etc...............................................................29
         2.11.    Breakage Compensation..........................................................................31
         2.12.    Change of Lending Office; Replacement of Lenders...............................................31
         2.13.    European Economic and Monetary Union...........................................................32

    SECTION 3.    LETTERS OF CREDIT..............................................................................34
         3.1.     Letters of Credit..............................................................................34
         3.2.     Letter of Credit Requests: Notices of Issuance.................................................35
         3.3.     Agreement to Repay Letter of Credit Drawings...................................................36
         3.4.     Letter of Credit Participations................................................................36
         3.5.     Increased Costs................................................................................38
         3.6.     Guaranty of  Letter of Credit Obligations of Other Letter of Credit Obligors...................38

   SECTION 4.     FEES; COMMITMENTS..............................................................................40
         4.1.     Fees...........................................................................................40
         4.2.     Voluntary Termination/Reduction of Commitments.................................................41
         4.3.     Mandatory Termination of Commitments, etc......................................................42
         4.4.     Extension of Maturity Date.....................................................................42

   SECTION 5.     PAYMENTS.......................................................................................42
         5.1.     Voluntary Prepayments..........................................................................42
         5.2.     Mandatory Prepayments..........................................................................43
         5.3.     Method and Place of Payment....................................................................45
         5.4.     Net Payments...................................................................................45

   SECTION 6.     CONDITIONS PRECEDENT...........................................................................47
         6.1.     Conditions Precedent at Closing Date...........................................................47
         6.2.     Conditions Precedent to All Credit Events......................................................49

   SECTION 7.     REPRESENTATIONS AND WARRANTIES.................................................................49
         7.1.     Corporate Status, etc..........................................................................50
         7.2.     Subsidiaries...................................................................................50
         7.3.     Corporate Power and Authority, etc.............................................................50
</TABLE>

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<TABLE>
<CAPTION>

<S>      <C>                                                                                                    <C>
         7.4.     No Violation...................................................................................50
         7.5.     Governmental Approvals.........................................................................50
         7.6.     Litigation.....................................................................................50
         7.7.     Use of Proceeds; Margin Regulations............................................................50
         7.8.     Financial Statements, etc......................................................................51
         7.9.     No Material Adverse Change.....................................................................51
         7.10.    Tax Returns and Payments.......................................................................52
         7.11.    Title to Properties, etc.......................................................................52
         7.12.    Lawful Operations, etc.........................................................................52
         7.13.    Environmental Matters..........................................................................52
         7.14.    Compliance with ERISA..........................................................................52
         7.15.    Intellectual Property, etc.....................................................................53
         7.16.    Burdensome Contracts; Labor Relations..........................................................53
         7.17.    Year 2000 Computer Matters.....................................................................53
         7.18.    Existing Indebtedness..........................................................................53
         7.19.    Investment Company.............................................................................54
         7.20.    Security Interests.............................................................................54
         7.21.    True and Complete Disclosure...................................................................54

   SECTION 8.     AFFIRMATIVE COVENANTS..........................................................................54
         8.1.     Reporting Requirements.........................................................................54
         8.2.     Books, Records and Inspections.................................................................57
         8.3.     Insurance......................................................................................57
         8.4.     Payment of Taxes and Claims....................................................................57
         8.5.     Corporate Franchises...........................................................................58
         8.6.     Good Repair....................................................................................58
         8.7.     Compliance with Statutes, etc..................................................................58
         8.8.     Compliance with Environmental Laws.............................................................58
         8.9.     Fiscal Years, Fiscal Quarters..................................................................58
         8.10.    Certain Subsidiaries to Guarantee Obligations..................................................59
         8.11.    Additional Collateral; Further Assurances......................................................59
         8.12.    Most Favored Covenant Status...................................................................60
         8.13.    Hedge Agreements, etc..........................................................................61
         8.14.    Casualty and Condemnation......................................................................61
         8.15.    Senior Debt....................................................................................61

   SECTION 9.     NEGATIVE COVENANTS.............................................................................61
         9.1.     Changes in Business............................................................................61
         9.2.     Consolidation, Merger, Acquisitions, Asset Sales, etc..........................................61
         9.3.     Liens..........................................................................................63
         9.4.     Indebtedness...................................................................................64
         9.5.     Advances, Investments, Loans and Guaranty Obligations..........................................65
         9.6.     Dividends, etc.................................................................................66
         9.7.     Minimum Consolidated Net Worth.................................................................66
         9.8.     Consolidated Total Debt/Consolidated EBITDA Ratio..............................................66
         9.9.     Minimum Consolidated EBITDA....................................................................66
         9.10.    Fixed Charge Coverage Ratio....................................................................66
         9.11.    Minimum Consolidated Adjusted Working Capital Ratio............................................67
         9.12.    Limitation on Certain Restrictive Agreements...................................................67
         9.13.    Transactions with Affiliates...................................................................67
         9.14.    Plan Terminations, Minimum Funding, etc........................................................68
</TABLE>

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<TABLE>
<S>     <C>                                                                                                     <C> 
   SECTION 10.    EVENTS OF DEFAULT..............................................................................68
         10.1.    Events of Default..............................................................................68
         10.2.    Acceleration, etc..............................................................................70
         10.3.    Application of Liquidation Proceeds............................................................70

   SECTION 11.    THE ADMINISTRATIVE AGENT.......................................................................71
         11.1.    Appointment....................................................................................71
         11.2.    Delegation of Duties...........................................................................71
         11.3.    Exculpatory Provisions.........................................................................71
         11.4.    Reliance by Administrative Agent...............................................................72
         11.5.    Notice of Default..............................................................................72
         11.6.    Non-Reliance...................................................................................72
         11.7.    Indemnification................................................................................73
         11.8.    The Administrative Agent in Individual Capacity................................................73
         11.9.    Successor Administrative Agent.................................................................73
         11.10.   Other Agents...................................................................................73

   SECTION 12.    MISCELLANEOUS..................................................................................73
         12.1.    Payment of Expenses etc........................................................................73
         12.2.    Right of Setoff................................................................................75
         12.3.    Notices........................................................................................75
         12.4.    Benefit of Agreement...........................................................................75
         12.5.    No Waiver: Remedies Cumulative.................................................................77
         12.6.    Payments Pro Rata..............................................................................77
         12.7.    Calculations: Computations.....................................................................78
         12.8.    Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.........................78
         12.9.    Counterparts...................................................................................78
         12.10.   Effectiveness..................................................................................78
         12.11.   Headings Descriptive...........................................................................79
         12.12.   Amendment or Waiver............................................................................79
         12.13.   Survival of Indemnities........................................................................80
         12.14.   Domicile of Loans..............................................................................80
         12.15.   Confidentiality................................................................................80
         12.16.   Lender Register................................................................................80
         12.17.   Limitations on Liability of the Letter of Credit Issuers.......................................81
         12.18.   General Limitation of Liability................................................................81
         12.19.   No Duty........................................................................................81
         12.20.   Lenders and Agent Not Fiduciary to Borrower, etc...............................................81
         12.21.   Survival of Representations and Warranties.....................................................81
         12.22.   Release of Collateral..........................................................................82
         12.23.   Judgment Currency..............................................................................82
</TABLE>





                                       iii


<PAGE>   5







ANNEX I           -        INFORMATION AS TO LENDERS
ANNEX II          -        INFORMATION AS TO SUBSIDIARIES
ANNEX III         -        DESCRIPTION OF EXISTING INDEBTEDNESS
ANNEX IV          -        DESCRIPTION OF EXISTING LIENS
ANNEX V           -        DESCRIPTION OF EXISTING ADVANCES, LOANS,
                           INVESTMENTS AND GUARANTEES
ANNEX VI          -        DESCRIPTION OF LETTERS OF CREDIT DEEMED
                           ISSUED UNDER THE CREDIT AGREEMENT

EXHIBIT A-1       -        FORM OF GENERAL REVOLVING NOTE
EXHIBIT A-2       -        FORM OF SWING LINE REVOLVING NOTE

EXHIBIT B-1       -        FORM OF NOTICE OF BORROWING
EXHIBIT B-2       -        FORM OF NOTICE OF CONVERSION
EXHIBIT B-3       -        FORM OF LETTER OF CREDIT REQUEST
EXHIBIT B-4       -        FORM OF NOTICE OF REDENOMINATION

EXHIBIT C-1       -        FORM OF PLEDGE AGREEMENT
EXHIBIT C-2       -        FORM OF SECURITY AGREEMENT
EXHIBIT C-3       -        FORM OF OHIO MORTGAGE
EXHIBIT C-4       -        FORM OF VIRGINIA MORTGAGE

EXHIBIT D         -        FORM OF OPINION OF GENERAL COUNSEL OF THE BORROWER

EXHIBIT E         -        FORM OF ASSIGNMENT AGREEMENT

EXHIBIT F         -        FORM OF SECTION 5.4(b)(ii) CERTIFICATE


                                       iv


<PAGE>   6


                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT, dated as of December 31, 1998, among the
following:

                  (i) ALLEN TELECOM INC., a Delaware corporation (herein, 
          together with its successors and assigns, the "BORROWER");

                  (ii) the lending institutions listed in Annex I hereto (each a
         "LENDER" and collectively, the "LENDERS");

                  (iii) NBD BANK, as Documentation Agent (the "DOCUMENTATION
          AGENT"); and

                  (iv) KEYBANK NATIONAL ASSOCIATION, a national banking
         association, as the Swing Line Lender (defined below), as Syndication
         Agent (the "SYNDICATION AGENT") and as administrative agent (the
         "ADMINISTRATIVE AGENT"):


         PRELIMINARY STATEMENTS:

         (1) Unless otherwise defined herein, all capitalized terms used herein
and defined in section 1 are used herein as so defined.

         (2) The Borrower has applied to the Lenders for credit facilities in
order to provide working capital and funds for other lawful purposes.

         (3) Subject to and upon the terms and conditions set forth herein, the
Lenders are willing to make available to the Borrower the credit facilities
provided for herein.

         NOW, THEREFORE, it is agreed:

         SECTION 1.        DEFINITIONS AND TERMS.

         1.1. CERTAIN DEFINED TERMS. As used herein, the following terms shall
have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

         "ACQUISITION" shall mean and include (i) any acquisition on a going
concern basis (whether by purchase, lease or otherwise) of any business and/or
business unit operated by any person who is not a Subsidiary of the Borrower,
and (ii) acquisitions of a majority of the outstanding equity or other similar
interests in any such person (whether by merger, stock purchase or otherwise).
Acquisitions of a related series of businesses from the same or a related group
of sellers at the same time, or over a period of time pursuant to a series of
related transactions, shall be considered a single Acquisition for purposes of
this Agreement.

         "ADJUSTED EUROCURRENCY RATE" shall mean with respect to each Interest
Period for a Eurocurrency Loan, (A) either (i) the rate per annum for deposits
in Dollars or in the relevant Alternative Currency for a maturity most nearly
comparable to such Interest Period which appears on page 3740 or 3750, as
applicable, of the Dow Jones Telerate Screen as of 11:00 A.M. (local time at the
Notice Office) on the date which is two Business Days prior to the commencement
of such Interest Period, or (ii) if such a rate does not appear on such a page,
an interest rate per annum equal to the average (rounded upward to the nearest
whole multiple of 1/16 of 1% per annum, if such average is not such a multiple)
of the rate per annum at which deposits in Dollars or in the relevant
Alternative Currency are offered by each of the Reference Banks to prime banks
in the London interbank Eurocurrency market for deposits of amounts in same day
funds comparable to the outstanding principal amount of the Eurocurrency Loan
for which an interest rate is then being determined with maturities comparable
to the Interest Period to be applicable to such Eurocurrency Loan, determined as
of 11:00 A.M. (London time) on the date which is two Business Days prior to

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the commencement of such Interest Period, in each case divided (and rounded
upward to the nearest whole multiple of 1/16th of 1%) by (B) a percentage equal
to 100% minus the then stated maximum rate of all reserve requirements
(including, without limitation, any marginal, emergency, supplemental, special
or other reserves) applicable to any member bank of the Federal Reserve System
in respect of Eurocurrency liabilities as defined in Regulation D (or any
successor category of liabilities under Regulation D).

         "ADMINISTRATIVE AGENT" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to section 11.9.

         "AFFILIATE" shall mean, with respect to any person, any other person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with such person. A person shall be deemed to control a second
person if such first person possesses, directly or indirectly, the power (i) to
vote 10% or more of the securities having ordinary voting power for the election
of directors or managers of such second person or (ii) to direct or cause the
direction of the management and policies of such second person, whether through
the ownership of voting securities, by contract or otherwise. Notwithstanding
the foregoing, (x) a director, officer or employee of a person shall not, solely
by reason of such status, be considered an Affiliate of such person; and (y)
neither the Administrative Agent nor any Lender shall in any event be considered
an Affiliate of the Borrower or any of its Subsidiaries.

         "AGREEMENT" shall mean this Credit Agreement, as the same may be from
time to time further modified, amended and/or supplemented.

         "ALTERNATIVE CURRENCY" shall mean and include

                           (i) German Marks, Pounds Sterling, French Francs,
                  Swiss Francs, Belgian Francs, Italian Lira, Norwegian Kroner,
                  Japanese Yen and European Currency Units (ECUs), if at the
                  time any such currency is readily and freely transferable and
                  convertible into Dollars;

                           (ii) after the commencement of the third stage of
                  EMU, the euro (as such terms are defined in section 2.13), if
                  at the time the euro is readily and freely transferable and
                  convertible into Dollars; and

                           (iii) any other lawful currency other than Dollars
                  which is readily and freely transferable and convertible into
                  Dollars and which (A) in the case of any General Revolving
                  Loans to be denominated in such Alternative Currency, is
                  acceptable to all of the Lenders with General Revolving
                  Commitments, or (B) in the case of any Letter of Credit which
                  is payable in such Alternative Currency, is acceptable to the
                  Required Lenders and any applicable Letter of Credit Issuer.

         "ALTERNATIVE CURRENCY SUBLIMIT" shall have the meaning provided in
section 2.1(a).

         "APPLICABLE EUROCURRENCY MARGIN" shall have the meaning provided in
section 2.8(h).

         "APPLICABLE FACILITY FEE RATE" shall have the meaning provided in
section 4.1(a).

         "APPLICABLE LENDING OFFICE" shall mean, (i) with respect to each Lender
with a General Revolving Commitment, (A) such Lender's Domestic Lending Office
in the case of Borrowings consisting of Prime Rate Loans, and (B) such Lender's
Eurocurrency Lending Office in the case of Borrowings consisting of Eurocurrency
Loans, and (ii) with respect to the Swing Line Lender, its Domestic Lending
Office.

         "ASSET SALE" shall mean the sale, transfer or other disposition
(including by means of Sale and Lease-Back Transactions, and by means of
mergers, consolidations, and liquidations of a corporation, partnership or
limited liability company of the interests therein of the Borrower or any
Subsidiary) by the Borrower or any Subsidiary to any person other than the
Borrower or any Subsidiary of any of their respective assets, PROVIDED that the
term Asset

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Sale specifically excludes any sales, transfers or other dispositions of
inventory, or obsolete or excess furniture, fixtures, equipment or other
property, tangible or intangible, in each case in the ordinary course of
business.

         "ASSIGNMENT AGREEMENT" shall mean an Assignment Agreement substantially
in the form of Exhibit E hereto.

         "AUTHORIZED OFFICER" shall mean any officer or employee of the Borrower
designated as such in writing to the Administrative Agent by the Borrower.

         "BANKRUPTCY CODE" shall have the meaning provided in section 10.1(h).

         "BOND LETTER OF CREDIT" shall have the meaning provided in section
3.1(e).

         "BOND LETTER OF CREDIT ISSUER" shall have the meaning provided in
section 3.1(e).

         "BOND DOCUMENT" shall mean any document or instrument entered into in
connection with the IRB Debt identified in Annex III and any amendment or
supplement thereto (including, without limitation, all "Related Documents" as
defined in any Reimbursement Agreement related thereto to which reference is
made in section 3.1(e)).

         "BORROWER" shall have the meaning provided in the first paragraph of
this Agreement.

         "BORROWING" shall mean and include (i) the incurrence of General
Revolving Loans, denominated in a single currency, consisting of a single Type
of Loan, by the Borrower from all of the Lenders having Commitments in respect
thereof on a PRO RATA basis on a given date (or resulting from a Conversion,
Continuation or Redenomination on a given date), having in the case of
Eurocurrency Loans the same Interest Period; and (ii) the incurrence of a Swing
Line Revolving Loan, which shall consist of a single Type of Loan, by the
Borrower from the Swing Line Lender on a given date.

         "BUSINESS DAY" shall mean (i) for all purposes other than as covered by
clause (ii) below, any day excluding Saturday, Sunday and any day which shall be
in the city in which the applicable Payment Office is located a legal holiday or
a day on which banking institutions are authorized by law or other governmental
actions to close and (ii) with respect to all notices and determinations in
connection with, and payments of principal and interest on, Eurocurrency Loans,
any day which is a Business Day described in clause (i) and which is also a day
on which dealings are carried on in the London interbank market and banks are
open for business in London and in the country of issue of any Alternative
Currency in which any applicable Eurocurrency Loans are denominated.

         "CAPITAL LEASE" as applied to any person shall mean any lease of any
property (whether real, personal or mixed) by that person as lessee which, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that person.

         "CAPITALIZED LEASE OBLIGATIONS" shall mean all obligations under
Capital Leases of the Borrower or any of its Subsidiaries in each case taken at
the amount thereof accounted for as liabilities in accordance with GAAP.

         "CASH EQUIVALENTS" shall mean any of the following:

                           (i) securities issued or directly and fully
                  guaranteed or insured by the United States of America or any
                  agency or instrumentality thereof (PROVIDED that the full
                  faith and credit of the United States of America is pledged in
                  support thereof) having maturities of not more than five years
                  from the date of acquisition;

                           (ii) U.S. dollar denominated time deposits,
                  certificates of deposit and bankers' acceptances of (x) any
                  Lender or (y) any bank whose short-term commercial paper
                  rating from S&P is at least A-1 or the equivalent thereof or
                  from Moody's is at least P-1 or the equivalent

                                        3

<PAGE>   9



                  thereof (any such bank, an "APPROVED BANK"), in each case with
                  maturities of not more than nine months from the date of
                  acquisition;

                           (iii) commercial paper issued by any Lender or
                  Approved Bank or by the parent company of any Lender or
                  Approved Bank and commercial paper issued by, or guaranteed
                  by, any industrial or financial company with a short- term
                  commercial paper rating of at least A-1 or the equivalent
                  thereof by S&P or at least P-1 or the equivalent thereof by
                  Moody's, or guaranteed by any industrial company with a long
                  term unsecured debt rating of at least A or A2, or the
                  equivalent of each thereof, from S&P or Moody's, as the case
                  may be, and in each case maturing within 270 days after the
                  date of acquisition;

                           (iv) investments in money market funds substantially
                  all the assets of which are comprised of securities of the
                  types described in clauses (i) through (iii) above;

                           (v) investments in money market funds access to which
                  is provided as part of "sweep" accounts maintained with a
                  Lender or an Approved Bank;

                           (vi) investments in industrial development revenue
                  bonds which (i) "re-set" interest rates not less frequently
                  than quarterly, (ii) are entitled to the benefit of a
                  remarketing arrangement with an established broker dealer, and
                  (iii) are supported by a direct pay letter of credit covering
                  principal and accrued interest which is issued by an Approved
                  Bank;

                           (vii) investments in pooled funds or investment
                  accounts consisting of investments of the nature described in
                  the foregoing clause (vi); and

                           (viii) only in the case of any Foreign Subsidiary or
                  a foreign branch or permanent establishment of the Borrower or
                  any of its Subsidiaries, short term deposits, certificates of
                  deposit, repurchase agreements and similar financial
                  instruments, in any currency, with a maturity not longer than
                  one year from the date of acquisition, incident to normal
                  operations in any foreign jurisdiction outside the United
                  States, with or issued by any local or international financial
                  institution with undivided capital and surplus of at least
                  $500,000,000 (or the equivalent in any applicable currency),
                  not exceeding $10,000,000 (or the equivalent in any other
                  currency) in the case of any single financial institution.

         "CASH PROCEEDS" shall mean, with respect to (i) any Asset Sale, the
aggregate cash payments (including any cash received by way of deferred payment
pursuant to a note receivable issued in connection with such Asset Sale, other
than the portion of such deferred payment constituting interest, but only as and
when so received) received by the Borrower and/or any Subsidiary from such Asset
Sale, and (ii) any Event of Loss, the aggregate cash payments, including all
insurance proceeds and proceeds of any award for condemnation or taking,
received in connection with such Event of Loss.

         "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. ss. 9601 ET SEQ.

         "CHANGE OF CONTROL" shall mean and include any of the following:

                           (i) during any period of two consecutive calendar
                  years, individuals who at the beginning of such period
                  constituted the Borrower's Board of Directors (together with
                  any new directors (x) whose election by the Borrower's Board
                  of Directors was, or (y) whose nomination for election by the
                  Borrower's shareholders was (prior to the date of the proxy or
                  consent solicitation relating to such nomination), approved by
                  a vote of at least two-thirds of the directors then still in
                  office who either were directors at the beginning of such
                  period or whose election or nomination for election was
                  previously so approved), shall cease for any reason to
                  constitute a majority of the directors then in office;

                                        4

<PAGE>   10



                           (ii) any person or group (as such term is defined in
                  section 13(d)(3) of the 1934 Act), other than the Borrower,
                  any trustee or other fiduciary holding securities under an
                  employee benefit plan of the Borrower, or any members of the
                  Current Holder Group, shall acquire, directly or indirectly,
                  beneficial ownership (within the meaning of Rule 13d-3 and
                  13d-5 of the 1934 Act) of more than 30%, on a fully diluted
                  basis, of the economic or voting interest in the Borrower's
                  capital stock;

                           (iii) the shareholders of the Borrower approve a
                  merger or consolidation of the Borrower with any other person,
                  OTHER than a merger or consolidation which would result in the
                  voting securities of the Borrower outstanding immediately
                  prior thereto continuing to represent (either by remaining
                  outstanding or by being converted or exchanged for voting
                  securities of the surviving or resulting entity) more than 75%
                  of the combined voting power of the voting securities of the
                  Borrower or such surviving or resulting entity outstanding
                  after such merger or consolidation;

                           (iv) the shareholders of the Borrower approve a plan
                  of complete liquidation of the Borrower or an agreement or
                  agreements for the sale or disposition by the Borrower of all
                  or substantially all of the Borrower's assets; and/or

                           (v) any "change in control" or any similar term as
                  defined in any of the indentures, credit agreements or other
                  instruments governing any Indebtedness of the Borrower or any
                  of its Subsidiaries with an outstanding principal amount, or
                  providing for commitments to lend in an outstanding principal
                  amount, of at least $5,000,000 (or the equivalent amount in
                  any other currency).

As used in this definition, the term "CURRENT HOLDER GROUP" shall mean (i) those
other persons who are officers and directors of the Borrower at the Effective
Date, (ii) the spouses, heirs, legatees, descendants and blood relatives to the
third degree of consanguinity of any such person, (iii) the executors and
administrators of the estate of any such person, and any court appointed
guardian of any such person, and (iv) any trust, family partnership or similar
investment entity for the benefit of any such person referred to in the
foregoing clauses (i) and (ii) or any other persons (and/or for charitable
purposes), so long as one or more members of the Current Holder Group has the
exclusive or a joint right to control the voting and disposition of securities
held by such trust, family partnership or other investment entity.

         "CLOSING DATE" shall mean the date, on or after the Effective Date,
upon which the conditions specified in section 6.1 are satisfied.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and the rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the Effective
Date and any subsequent provisions of the Code, amendatory thereof, supplemental
thereto or substituted therefor.

         "COLLATERAL" shall mean any collateral covered by any Security
Document.

         "COLLATERAL AGENT" shall mean the Administrative Agent acting as
Collateral Agent for the Lenders and any other creditors pursuant to the
Security Documents.

         "COLLATERAL RELEASE DATE" shall mean the date when (i) the
Administrative Agent shall be satisfied, based on its review of the financial
statements of the Borrower and its Subsidiaries delivered pursuant to section
8.1(a) and (b), and the certificates delivered pursuant to section 8.1(c), that
(1) the Borrower's ratio of Consolidated Total Debt to Consolidated EBITDA,
determined on an annualized basis, has been less than 2.50 to 1.00 for each of
the four consecutive fiscal quarters then most recently ended, and (2) the
Borrower's Fixed Charge Coverage Ratio, determined on an annualized basis, has
been greater than 2.25 to 1.00 for each of the four consecutive fiscal quarters
then most recently ended; and (ii) the Administrative Agent shall have notified
the Borrower and the Lenders in

                                        5

<PAGE>   11



writing that the Collateral Release Date has occurred, specifying such
Collateral Release Date and the computations made by it of the ratios specified
above.

         "COMMITMENT" shall mean, with respect to each Lender, its General
Revolving Commitment or its Swing Line Commitment, or both, if such Lender shall
have both a General Revolving Commitment or its Swing Line Loan Commitment.

         "CONSOLIDATED ADJUSTED CURRENT ASSETS" shall mean at any time for the
determination thereof the net book value of all cash, Cash Equivalents, trade
receivables and inventory, and 50% of the net book value of all other
receivables (other than any owed by employees), in each which, in conformity
with GAAP, would be included and classified as current assets on a consolidated
balance sheet of the Borrower as at such date.

         "CONSOLIDATED AMORTIZATION EXPENSE" shall mean, for any period, all
amortization expenses of the Borrower and its Subsidiaries, including
amortization of deferred financing costs and amortization of in-process research
and development costs, all as determined for the Borrower and its Subsidiaries
on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED CAPITAL EXPENDITURES" shall mean, for any period, the
aggregate of all expenditures (whether paid in cash or accrued as liabilities
and including in all events amounts expended or capitalized under Capital Leases
but excluding any amount representing capitalized interest) by the Borrower and
its Subsidiaries during that period that, in conformity with GAAP, are or are
required to be included in the property, plant and equipment, or in the
capitalized software development costs, reflected in the consolidated balance
sheet of the Borrower and its Subsidiaries.

         "CONSOLIDATED DEPRECIATION EXPENSE" shall mean, for any period, all
depreciation expenses of the Borrower and its Subsidiaries, all as determined
for the Borrower and its Subsidiaries on a consolidated basis in accordance with
GAAP.

         "CONSOLIDATED EBIT" shall mean, for any period, Consolidated Net Income
for such period; PLUS (A) the sum of the amounts for such period included in
determining such Consolidated Net Income of (i) Consolidated Interest Expense,
and (ii) Consolidated Income Tax Expense; LESS (B) extraordinary gains; all as
determined for the Borrower and its Subsidiaries on a consolidated basis in
accordance with GAAP.

         "CONSOLIDATED EBITDA" shall mean, for any period, Consolidated EBIT for
such period; PLUS the sum (without duplication) of the amounts for such period
included in determining such Consolidated EBIT of (i) Consolidated Depreciation
Expense, (ii) Consolidated Amortization Expense, (iii) not more than $8,000,000
of Consolidated Obsolescence Expense, and (iv) if such period includes any
portion of the last fiscal quarter of 1997 or any fiscal quarter of 1998, the
restructuring charges (including restructuring reserves) taken during the fourth
quarter of 1997 and the second quarter of 1998, as well as other restructuring
charges and reserves (including MARTA) incurred during the third and fourth
quarters of 1998 up to an aggregate of not more than $13,000,000, all as
determined for the Borrower and its Subsidiaries on a consolidated basis in
accordance with GAAP; PROVIDED that, notwithstanding anything to the contrary
contained herein, the Borrower's Consolidated EBITDA for any Testing Period
shall (x) include the appropriate financial items for any person or business
unit which has been acquired by the Borrower for any portion of such Testing
Period prior to the date of acquisition, and (y) exclude the appropriate
financial items for any person or business unit which has been disposed of by
the Borrower, for the portion of such Testing Period prior to the date of
disposition.

         "CONSOLIDATED INCOME TAX EXPENSE" shall mean, for any period, all
provisions for taxes based on the net income of the Borrower or any of its
Subsidiaries (including, without limitation, any additions to such taxes, and
any penalties and interest with respect thereto), all as determined for the
Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, (i) total
interest expense (including that which is capitalized and that which is
attributable to Capital Leases, in accordance with GAAP) of the Borrower and its

                                        6

<PAGE>   12



Subsidiaries on a consolidated basis with respect to all outstanding
Indebtedness of the Borrower and its Subsidiaries including, without limitation,
net costs under Hedge Agreements intended to protect against fluctuations in
interest rates, but excluding, however, bank fees, prepayment penalties and any
amortization of deferred financing costs, NET OF (ii) interest income of the
Borrower and its Subsidiaries on a consolidated basis, all as determined in
accordance with GAAP and the "net interest" method of accounting.

         "CONSOLIDATED NET INCOME" shall mean for any period, the net income (or
loss) of the Borrower and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with GAAP.

         "CONSOLIDATED NET WORTH" shall mean at any time for the determination
thereof all amounts which, in conformity with GAAP, would be included under the
caption "total stockholders' equity" (or any like caption) on a consolidated
balance sheet of the Borrower as at such date, PROVIDED that in no event shall
Consolidated Net Worth include any amounts in respect of Redeemable Stock.

         "CONSOLIDATED OBSOLESCENCE EXPENSE" shall mean, for any period, all
expenses and charges of the Borrower and its Subsidiaries for the obsolescence
of property and assets, all as determined for the Borrower and its Subsidiaries
on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED TOTAL ASSETS" shall mean with respect to any person at
any date of determination the net book value of all assets which would appear on
a consolidated balance sheet of such person and its consolidated Subsidiaries at
such date which is prepared in accordance with GAAP.

         "CONSOLIDATED TOTAL LIABILITIES" shall mean with respect to any person
at any date of determination the total amount of all liabilities which would
appear on a consolidated balance sheet of such person and its consolidated
Subsidiaries at such date which is prepared in accordance with GAAP.

         "CONSOLIDATED TOTAL LONG TERM DEBT" shall mean at any time of
determination thereof the portion of Consolidated Total Debt which has a
remaining maturity of more than one year, or the maturity of which is extendible
at the option of the obligor for more than one year.

         "CONSOLIDATED TOTAL DEBT" shall mean at any time of determination
thereof the sum (without duplication) of the principal amount (or Capitalized
Lease Obligation, in the case of a Capital Lease) of all Indebtedness and
Guaranty Obligations of the Borrower and of each of its Subsidiaries, all as
determined on a consolidated basis.

         "CONTINUE", "CONTINUATION" and "CONTINUED" each refers to a
continuation of General Revolving Loans consisting of Eurocurrency Loans for an
additional Interest Period as provided in section 2.9.

         "CONVERT", "CONVERSION" and "CONVERTED" each refers to a conversion of
General Revolving Loans, denominated in Dollars, of one Type into General
Revolving Loans of another Type, pursuant to section 2.7, 2.9(b), 2.10 or 5.2.

         "CREDIT DOCUMENTS" shall mean this Agreement, the Notes, any Security
Document, any Letter of Credit Document and any Guaranty entered into as
contemplated by section 8.10.

         "CREDIT EVENT" shall mean the making of any Loans and/or the issuance
of any Letter of Credit.

         "CREDIT PARTY" shall mean the Borrower and each Subsidiary or Affiliate
which is a party to any Credit Document.

         "DEFAULT" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

         "DEFAULTING LENDER" shall mean any Lender with, respect to which a
Lender Default is in effect.

                                        7

<PAGE>   13



         "DIVIDENDS" shall have the meaning provided in section 9.6.

         "DOLLARS", "U.S. DOLLARS", "U.S.DOLLARS" and the sign "$" each means
lawful money of the United States.

         "DOMESTIC LENDING OFFICE" shall mean, with respect to any Lender, the
office of such Lender specified as its Domestic Lending Office in Annex I or in
the Assignment Agreement pursuant to which it became a Lender, or such other
office of such Lender as such Lender may from time to time specify to the
Borrower and the Administrative Agent.

         "DOMESTIC SUBSIDIARY" shall mean, with respect to any person, any
Subsidiary of such person other than a Foreign Subsidiary.

         "EFFECTIVE DATE" shall have the meaning provided in section 12.10.

         "ELIGIBLE TRANSFEREE" shall mean and include a commercial bank,
financial institution or other "accredited investor" (as defined in SEC
Regulation D), in each case which:

                           (i) is not disapproved in writing by the Borrower in
                  a notice given to a requesting Lender and the Administrative
                  Agent, specifying the reasons for such disapproval, within
                  five Business Days following the giving of notice to the
                  Borrower of the identity of any proposed transferee (any such
                  disapproval by the Borrower must be reasonable), PROVIDED that
                  the Borrower shall not be entitled to exercise the foregoing
                  right of disapproval if and so long as any Event of Default
                  shall have occurred and be continuing; and

                           (ii) is not a direct competitor of the Borrower or
                  engaged in the same or similar principal lines of business as
                  the Borrower and its Subsidiaries considered as a whole, or is
                  not an Affiliate of any such competitor of the Borrower and
                  its Subsidiaries.

         "ENVIRONMENTAL CLAIMS" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of non-compliance or violation, investigations or proceedings arising
under any Environmental Law or any permit issued under any such law (hereafter
"CLAIMS"), including, without limitation, (a) any and all Claims by governmental
or regulatory authorities for enforcement, cleanup, removal, response, remedial
or other actions or damages pursuant to any applicable Environmental Law, and
(b) any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief resulting from
the storage, treatment or Release (as defined in CERCLA) of any Hazardous
Materials or arising from alleged injury or threat of injury to health, safety
or the environment.

         "ENVIRONMENTAL LAW" shall mean any applicable Federal, state, foreign
or local statute, law, rule, regulation, ordinance, code, binding and
enforceable guideline, binding and enforceable written policy and rule of common
law now or hereafter in effect and in each case as amended, and any binding and
enforceable judicial or administrative interpretation thereof, including any
judicial or administrative order, consent, decree or judgment issued to or
rendered against the Borrower or any of its Subsidiaries relating to the
environment, employee health and safety or Hazardous Materials, including,
without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33
U.S.C. ss. 2601 ET SEQ.; the Clean Air Act, 42 U.S.C. ss. 7401 ET SEQ.; the Safe
Drinking Water Act, 42 U.S.C. ss. 3803 ET SEQ.; the Oil Pollution Act of 1990,
33 U.S.C. ss. 2701 ET SEQ.; the Emergency Planning and the Community
Right-to-Know Act of 1986, 42 U.S.C. ss. 11001 ET SEQ., the Hazardous Material
Transportation Act, 49 U.S.C. ss. 1801 ET SEQ. and the Occupational Safety and
Health Act, 29 U.S.C. ss. 651 ET SEQ. (to the extent it regulates occupational
exposure to Hazardous Materials); and any state and local or foreign
counterparts or equivalents, in each case as amended from time to time.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to ERISA are to ERISA, as in effect at the
Effective Date and any subsequent provisions of ERISA, amendatory thereof,
supplemental thereto or substituted therefor.

                                        8

<PAGE>   14



         "ERISA AFFILIATE" shall mean each person (as defined in section 3(9) of
ERISA) which together with the Borrower or a Subsidiary of the Borrower would be
deemed to be a "single employer" (i) within the meaning of section 414(b),(c),
(m) or (o) of the Code or (ii) as a result of the Borrower or a Subsidiary of
the Borrower being or having been a general partner of such person.

         "EUROCURRENCY LENDING OFFICE" shall mean, with respect to any Lender,
the office (including the office of any branch, subsidiary, affiliate or
correspondent bank of such Lender) of such Lender specified as its Eurocurrency
Lending Office in Annex I or in the Assignment Agreement pursuant to which it
became a Lender, or such other office (including the office of any branch,
subsidiary, affiliate or correspondent bank of such Lender), for Eurocurrency
Loans denominated in Dollars or particular Alternative Currencies, of such
Lender as such Lender may from time to time specify to the Borrower and the
Administrative Agent.

         "EUROCURRENCY LOANS" shall mean each Loan, denominated in U.S. Dollars
or in an Alternative Currency, bearing interest at the rates provided in section
2.8(b).

         "EVENT OF DEFAULT" shall have the meaning provided in section 10.1.

         "EVENT OF LOSS" shall mean, with respect to any property constituting
Collateral, (i) the actual or constructive total loss of such property or the
use thereof, resulting from destruction, damage beyond repair, or the rendition
of such property permanently unfit for normal use from any casualty or similar
occurrence whatsoever, (ii) the destruction or damage of a portion of such
property from any casualty or similar occurrence whatsoever under circumstances
in which such damage cannot reasonably be expected to be repaired, or such
property cannot reasonably be expected to be restored to its condition
immediately prior to such destruction or damage, within 90 days after the
occurrence of such destruction or damage, (iii) the condemnation, confiscation
or seizure of, or requisition of title to or use of, any property, or (iv) in
the case of any property located upon a Leasehold, the termination or expiration
of such Leasehold.

         "EXISTING INDEBTEDNESS" shall have the meaning provided in section
7.18.

         "EXISTING INDEBTEDNESS AGREEMENTS" shall have the meaning provided in
section 7.18.

         "EXISTING LETTER OF CREDIT" shall have the meaning provided in section
3.1(d).

         "FACILITY" shall mean either the General Revolving Facility or the
Swing Line Revolving Facility, or both, if the context so requires.

         "FACILITY FEE" shall have the meaning provided in section 4.1(a).

         "FACING FEE" shall have the meaning provided in section 4.1(c).

         "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any period, a
fluctuating interest rate equal for each day during such period to the weighted
average of the rates on overnight Federal Funds transactions with members of the
Federal Reserve System arranged by Federal Funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for such day
on such transactions received by the Administrative Agent from three Federal
Funds brokers of recognized standing selected by the Administrative Agent.

         "FEES" shall mean all amounts payable pursuant to, or referred to in,
section 4.1.

         "FOREIGN SUBSIDIARY" shall mean any Subsidiary (i) which is not
incorporated in the United States and substantially all of whose assets and
properties are located, or substantially all of whose business is carried on,
outside the United States, or (ii) substantially all of whose assets consist of
Subsidiaries that are Foreign Subsidiaries as defined in clause (i) of this
definition.

                                        9

<PAGE>   15



         "GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time; it being understood and
agreed that determinations in accordance with GAAP for purposes of section 9,
including defined terms as used therein, are subject (to the extent provided
therein) to sections 1.3 and 12.7(a).

         "GENERAL REVOLVING FACILITY" shall mean the Facility evidenced by the
Total General Revolving Commitment.

         "GENERAL REVOLVING FACILITY PERCENTAGE" shall mean at any time for any
Lender with a General Revolving Commitment, the percentage obtained by dividing
such Lender's General Revolving Commitment by the Total General Revolving
Commitment, PROVIDED, that if the Total General Revolving Commitment has been
terminated, the General Revolving Facility Percentage for each Lender shall be
determined by dividing such Lender's General Revolving Commitment immediately
prior to such termination by the Total General Revolving Commitment immediately
prior to such termination.

         "GENERAL REVOLVING LOAN" shall have the meaning provided in section
2.1(a).

         "GENERAL REVOLVING COMMITMENT" shall mean, with respect to each Lender,
the amount, if any, set forth opposite such Lender's name in Annex I as its
"General Revolving Commitment" as the same may be reduced from time to time
pursuant to section 4.2, adjusted from time to time as a result of assignments
to or from such Lender pursuant to section 12.4(c), or terminated pursuant to
section 4.2, 4.3 or 10.2.

         "GENERAL REVOLVING NOTE" shall have the meaning provided in section
2.6(a).

         "GUARANTY" shall have the meaning provided in section 8.10.

         "GUARANTY OBLIGATIONS" shall mean as to any person (without
duplication) any obligation of such person guaranteeing any Indebtedness
("PRIMARY INDEBTEDNESS") of any other person (the "PRIMARY OBLIGOR") in any
manner, whether directly or indirectly, including, without limitation, any
obligation of such person, whether or not contingent, (a) to purchase any such
primary Indebtedness or any property constituting direct or indirect security
therefor, (b) to advance or supply funds (i) for the purchase or payment of any
such primary Indebtedness or (ii) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary Indebtedness of the
ability of the primary obligor to make payment of such primary Indebtedness, or
(d) otherwise to assure or hold harmless the owner of such primary Indebtedness
against loss in respect thereof, PROVIDED, HOWEVER, that the term Guaranty
Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Guaranty
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary Indebtedness in respect of which such Guaranty Obligation
is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such person is required to perform
thereunder) as determined by such person in good faith.

         "HAZARDOUS MATERIALS" shall mean (i) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls, and
radon gas; and (ii) any chemicals, materials or substances defined as or
included in the definition of "hazardous substances", "hazardous wastes",
"hazardous materials", "restricted hazardous materials", "extremely hazardous
wastes", "restrictive hazardous wastes", "toxic substances", "toxic pollutants",
"contaminants" or "pollutants", or words of similar meaning and regulatory
effect under any applicable Environmental Law.

         "HEDGE AGREEMENT" shall mean (i) any interest rate swap agreement, any
interest rate cap agreement, any interest rate collar agreement or other similar
agreement or arrangement designed to protect against fluctuations in interest
rates, and (ii) any currency swap agreement, forward currency purchase agreement
or similar agreement or arrangement designed to protect against fluctuations in
currency exchange rates.


                                       10

<PAGE>   16



         "IDB DEBT" shall mean the Indebtedness of the Borrower and its
Subsidiaries in respect of industrial development revenue bonds.

         "INDEBTEDNESS" of any person shall mean without duplication:

                           (i) all indebtedness of such person for borrowed
                  money;

                           (ii) all bonds, notes, debentures and similar debt
                  securities of such person;

                           (iii) the deferred purchase price of capital assets
                  or services which in accordance with GAAP would be shown on
                  the liability side of the balance sheet of such person;

                           (iv) the face amount of all letters of credit issued
                  for the account of such person and, without duplication, all
                  drafts drawn thereunder;

                           (v) all obligations, contingent or otherwise, of such
                  person in respect of bankers' acceptances;

                           (vi) all Indebtedness of a second person secured by
                  any Lien on any property owned by such first person, whether
                  or not such indebtedness has been assumed;

                           (vii) all Capitalized Lease Obligations of such
                  person;

                           (viii) the present value, determined on the basis of
                  the implicit interest rate, of all basic rental obligations
                  under all "synthetic" leases (I.E. leases accounted for by the
                  lessee as operating leases under which the lessee is the
                  "owner" of the leased property for Federal income tax
                  purposes);

                           (ix) all obligations of such person to pay a
                  specified purchase price for goods or services whether or not
                  delivered or accepted, I.E., take-or-pay and similar
                  obligations;

                           (x) all net obligations of such person under Hedge
                  Agreements;

                           (xi) the full outstanding balance of trade
                  receivables, notes or other instruments sold with full
                  recourse (and the portion thereof subject to potential
                  recourse, if sold with limited recourse), other than in any
                  such case any thereof sold solely for purposes of collection
                  of delinquent accounts;

                           (xii) the stated value, or liquidation value if
                  higher, of all Redeemable Stock of such person; and

                           (xiii) all Guaranty Obligations of such person;

PROVIDED that (x) neither trade payables nor other similar accrued expenses, in
each case arising in the ordinary course of business, nor obligations in respect
of insurance policies or performance or surety bonds which themselves are not
guarantees of Indebtedness (nor drafts, acceptances or similar instruments
evidencing the same nor obligations in respect of letters of credit supporting
the payment of the same), shall constitute Indebtedness; and (y) the
Indebtedness of any person shall in any event include (without duplication) the
Indebtedness of any other entity (including any general partnership in which
such person is a general partner) to the extent such person is liable thereon as
a result of such person's ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide expressly
that such person is not liable thereon.

         "INTEREST PERIOD" with respect to any Eurocurrency Loan shall mean the
interest period applicable thereto, as determined pursuant to section 2.9.

                                       11

<PAGE>   17



         "KEYBANK" shall mean KeyBank National Association, a national banking
association, together with its successors and assigns.

         "LEASEHOLDS" of any person means all the right, title and interest of
such person as lessee or licensee in, to and under leases or licenses of land,
improvements and/or fixtures.

         "LENDER" shall have the meaning provided in the first paragraph of this
Agreement.

         "LENDER DEFAULT" shall mean (i) the refusal (which has not been
retracted) of a Lender in violation of the requirements of this Agreement to
make available its portion of any incurrence of Loans or to fund its portion of
any unreimbursed payment under section 3.4(c) or (ii) a Lender having notified
the Administrative Agent and/or the Borrower that it does not intend to comply
with the obligations under section 2.1 and/or section 3.4(c), in the case of
either (i) or (ii) as a result of the appointment of a receiver or conservator
with respect to such Lender at the direction or request of any regulatory agency
or authority.

         "LENDER REGISTER" shall have the meaning provided in section 12.16.

         "LETTER OF CREDIT" shall have the meaning provided in section 3.1(a).

         "LETTER OF CREDIT DOCUMENTS" shall have the meaning specified in
section 3.2(a).

         "LETTER OF CREDIT FEE" shall have the meaning provided in section
4.1(b).

         "LETTER OF CREDIT ISSUER" shall mean (i) in respect of each Existing
Letter of Credit and any subsequent Letter of Credit issued in renewal or
replacement thereof, the Lender that has issued such Existing Letter of Credit
as of the Effective Date; and/or (ii) any other Lender that is requested, and
agrees, to so act by the Borrower, and is approved by the Administrative Agent
and the Required Lenders; PROVIDED, that unless otherwise agreed by the Borrower
and KeyBank, KeyBank will act as the Letter of Credit Issuer for any Letters of
Credit issued after the Effective Date except in the circumstances contemplated
by the foregoing clause (i).

         "LETTER OF CREDIT OBLIGATION" shall mean any Obligation of a Credit
Party under any Letter of Credit Document.

         "LETTER OF CREDIT OBLIGOR" shall have the meaning provided in section
3.1(a).

         "LETTER OF CREDIT OUTSTANDINGS" shall mean, at anytime, the sum,
without duplication, of (i) the aggregate Stated Amount of all outstanding
Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings.

         "LETTER OF CREDIT REQUEST" shall have the meaning provided in section
3.2(a).

         "LIEN" shall mean any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement or any lease
in the nature thereof).

         "LOAN" shall have the meaning provided in section 2.1. As provided
herein, (i) Loans under the General Revolving Facility are General Revolving
Loans, and General Revolving Loans may be Eurocurrency Loans or Prime Rate
Loans, which are the only Types of General Revolving Loans which can be
outstanding hereunder; and (ii) Loans under the Swing Line Revolving Facility
are Swing Line Revolving Loans, and Swing Line Revolving Loans may be Money
Market Rate Loans or Prime Rate Loans, which are the only Types of Swing Line
Revolving Loans which can be outstanding hereunder.

         "MARGIN STOCK" shall have the meaning provided in Regulation U.


                                       12

<PAGE>   18



         "MATERIAL ADVERSE EFFECT" shall mean (i) when used with reference to
the Borrower or any of its Subsidiaries, a material adverse effect on the
business, operations, property, assets, liabilities or financial condition of,
the Borrower and its Subsidiaries, taken as a whole, or a material adverse
effect on the ability of the Borrower to perform its obligations under the
Credit Documents, or (ii) when used with reference to any other person, a
material adverse effect on the business, operations, property, assets,
liabilities or financial condition of such person and its Subsidiaries, taken as
a whole, as the case may be.

         "MATERIAL SUBSIDIARY" shall mean, at any time, with reference to any
person, any Subsidiary of such person (i) that has assets at such time
comprising 5% or more of the consolidated assets of such person and its
Subsidiaries, or (ii) whose operations in the current fiscal year are expected
to, or whose operations in the most recent fiscal year did (or would have if
such person had been a Subsidiary for such entire fiscal year), represent 5% or
more of the consolidated earnings before interest, taxes, depreciation and
amortization of such person and its Subsidiaries for such fiscal year.

         "MATURITY DATE" shall mean December 31, 2001 (or such later date as may
be provided in any extension pursuant to section 4.4 hereof), or such earlier
date of termination of the Total General Revolving Commitment.

         "MINIMUM BORROWING AMOUNT" shall mean:

                           (i) for General Revolving Loans which are Prime Rate
                  Loans, $1,000,000, with minimum increments thereafter of
                  $100,000;

                           (ii) for General Revolving Loans which are
                  Eurocurrency Loans denominated in Dollars, $5,000,000, with
                  minimum increments thereafter of $500,000;

                           (iii) for General Revolving Loans which are
                  Eurocurrency Loans denominated in an Alternative Currency, the
                  substantial equivalent in such Alternative Currency of
                  $5,000,000, with minimum increments thereafter of the
                  substantial equivalent of $500,000 in such Alternative
                  Currency); and

                           (iv) for Swing Line Revolving Loans, $100,000, with
                  minimum increments thereafter of $50,000.

         "MONEY MARKET RATE LOANS" shall mean Swing Line Revolving Loans,
denominated in U.S. Dollars, bearing interest at a Quoted Rate.

         "MOODY'S" shall mean Moody's Investors Service, Inc. and its
successors.

         "MORTGAGE" shall have the meaning provided in section 6.1(c).

         "MORTGAGE POLICY" shall have the meaning provided in section 6.1(k).

         "MORTGAGE PROPERTY" shall have the meaning provided in section 6.1(k).

         "MULTIEMPLOYER PLAN" shall mean a multiemployer plan, as defined in
section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is
making or accruing an obligation to make contributions or has within any of the
preceding three plan years made or accrued an obligation to make contributions.

         "MULTIPLE EMPLOYER PLAN" shall mean an employee benefit plan, other
than a Multiemployer Plan, to which the Borrower or any ERISA Affiliate, and one
or more employers other than the Borrower or an ERISA Affiliate, is making or
accruing an obligation to make contributions or, in the event that any such plan
has been terminated, to which the Borrower or an ERISA Affiliate made or accrued
an obligation to make contributions during any of the five plan years preceding
the date of termination of such plan.


                                       13

<PAGE>   19



         "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended.

         "NON-DEFAULTING LENDER" shall mean each Lender other than a Defaulting
Lender.

         "NOTE" shall mean a General Revolving Note or a Swing Line Revolving
Note, as the case may be.

         "NOTICE OF BORROWING" shall have the meaning provided in section
2.3(a).

         "NOTICE OF CONTINUATION" shall have the meaning provided in section
2.9(a).

         "NOTICE OF CONVERSION" shall have the meaning provided in section
2.7(a).

         "NOTICE OFFICE" shall mean the office of the Administrative Agent at
Key Center, 127 Public Square, Cleveland, Ohio 44114 (facsimile: (216)
689-4981), or such other office, located in a city in the United States Eastern
Time Zone, as the Administrative Agent may designate to the Borrower from time
to time.

         "NOTICE OF REDENOMINATION" shall have the meaning provided in section
2.7(b).

         "NOTICE OF SWING LINE REFUNDING" shall have the meaning provided in
section 2.5(a).

         "OBLIGATIONS" shall mean all amounts, direct or indirect, contingent or
absolute, of every type or description, and at any time existing, owing by the
Borrower or any other Credit Party to the Administrative Agent or any Lender
pursuant to the terms of this Agreement or any other Credit Document.

         "PARTICIPANT" shall have the meaning provided in section 3.4(a).

         "PAYMENT OFFICE" shall mean (i) in the case of all payments to be made
in Dollars, the office of the Administrative Agent at Key Center, 127 Public
Square, Cleveland, Ohio 44114 (facsimile: (216) 689-4981), or such other office,
located in a city in the United States Eastern Time Zone, as the Administrative
Agent may designate to the Borrower from time to time, and (ii) in the case of
all payments to be made in an Alternative Currency, such office of the
Administrative Agent, one of its Affiliate banks or branches, or such
correspondent bank, as is specified in Annex I or as the Administrative Agent
may designate to the Borrower from time to time.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to section 4002 of ERISA, or any successor thereto.

         "PERMITTED ACQUISITION" shall mean and include any Acquisition which:

                  (i) is not actively opposed by the Board of Directors (or
         similar governing body) of the selling person or the person whose
         equity interests are to be acquired, UNLESS all of the Lenders
         specifically approve or consent to such Acquisition in writing;

                  (ii) if such Acquisition involves cash consideration
         (including cash consideration to be used to prepay or otherwise retire
         any Indebtedness of the business being acquired), the aggregate cash
         consideration for such Acquisition, payable immediately or on a
         deferred or contingent basis, does not and will not aggregate in excess
         of $20,000,000, UNLESS the Required Lenders specifically approve or
         consent to such Acquisition in writing;

                  (iii) if it results in any new Subsidiary or Subsidiaries of
         the Borrower, there are no holder or holders of minority equity
         interests therein; and


                                       14

<PAGE>   20



                  (iv) after giving effect thereto, the Borrower would be in
         compliance, on a PRO FORMA basis, with the financial covenants
         contained in sections 9.8, 9.9, 9.10 and 9.11.

The term Permitted Acquisition does not include any loans, advances or minority
investments otherwise permitted pursuant to section 9.5.

         "PERMITTED LIENS" shall mean Liens described in section 9.3.

         "PERSON" shall mean any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other enterprise
or any government or political subdivision or any agency, department or
instrumentality thereof.

         "PLAN" shall mean any multiemployer or single-employer plan as defined
in section 4001 of ERISA, which is maintained or contributed to by (or to which
there is an obligation to contribute by) the Borrower or a Subsidiary of the
Borrower or an ERISA Affiliate, and each such plan for the five year period
immediately following the latest date on which the Borrower, or a Subsidiary of
the Borrower or an ERISA Affiliate maintained, contributed to or had an
obligation to contribute to such plan.

         "PLEDGE AGREEMENT" shall have the meaning provided in section 6.1(c).

         "PRIME RATE" shall mean, for any period, a fluctuating interest rate
per annum as shall be in effect from time to time which rate per annum shall at
all times be equal to the greater of (i) the rate of interest established by
KeyBank in Cleveland, Ohio, from time to time, as its prime rate, whether or not
publicly announced, which interest rate may or may not be the lowest rate
charged by it for commercial loans or other extensions of credit; and (ii) the
Federal Funds Effective Rate in effect from time to time PLUS 1/2 of 1% per
annum.

         "PRIME RATE LOAN" shall mean each Loan, denominated in U. S. Dollars,
bearing interest at the rates provided in section 2.8(a).

         "PROHIBITED TRANSACTION" shall mean a transaction with respect to a
Plan that is prohibited under section 4975 of the Code or section 406 of ERISA
and not exempt under section 4975 of the Code or section 408 of ERISA.

         "QUOTED RATE" shall have the meaning provided in section 2.3(c).

         "RCRA" shall mean the Resource Conservation and Recovery Act, as the
same may be amended from time to time, 42 U.S.C. ss. 6901 ET SEQ.

         "REAL PROPERTY" of any person shall mean all of the right, title and
interest of such person in and to land, improvements and fixtures, including
Leaseholds.

         "REDEEMABLE STOCK" shall mean with respect to any person any capital
stock or similar equity interests of such person that (i) is by its terms
subject to mandatory redemption, in whole or in part, pursuant to a sinking
fund, scheduled redemption or similar provisions, at any time prior to the
Maturity Date; or (ii) otherwise is required to be repurchased or retired on a
scheduled date or dates, upon the occurrence of any event or circumstance, at
the option of the holder or holders thereof, or otherwise, at any time prior to
the Maturity Date, other than any such repurchase or retirement occasioned by a
"change of control" or similar event.

         "REFERENCE BANKS" shall mean (i) KeyBank and (ii) any other Lender or
Lenders selected as a Reference Bank by the Administrative Agent and the
Required Lenders, PROVIDED, that if any of such Reference Banks is no longer a
Lender, such other Lender or Lenders as may be selected by the Administrative
Agent acting on instructions from the Required Lenders.

         "REGULATION D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof establishing reserve requirements.

                                       15

<PAGE>   21



         "REGULATION U" shall mean Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof establishing margin requirements.

         "REPORTABLE EVENT" shall mean an event described in section 4043 of
ERISA or the regulations thereunder with respect to a Plan, other than those
events as to which the notice requirement is waived under subsections .22, .23,
 .25, .27, .28, .29, .30, .31, .32, .34, .35, .62, .63, .64, .65 or .67 of PBGC
Regulation section 4043.

         "REQUIRED LENDERS" shall mean Non-Defaulting Lenders whose outstanding
General Revolving Loans and Unutilized General Revolving Commitments constitute
more than 51% of the sum of the total outstanding General Revolving Loans and
Unutilized General Revolving Commitments of Non-Defaulting Lenders (PROVIDED
that, for purposes hereof, neither the Borrower, nor any of its Affiliates,
shall be included in (i) the Lenders holding such amount of the General
Revolving Loans or having such amount of the Unutilized General Revolving
Commitments, or (ii) determining the aggregate unpaid principal amount of the
General Revolving Loans or Unutilized General Revolving Commitments).

         "SALE AND LEASE-BACK TRANSACTION" shall mean any arrangement with any
person providing for the leasing by the Borrower or any Subsidiary of the
Borrower of any property (except for temporary leases for a term, including any
renewal thereof, of not more than one year and except for leases between the
Borrower and a Subsidiary or between Subsidiaries), which property has been or
is to be sold or transferred by the Borrower or such Subsidiary to such person.

         "S&P" shall mean Standard & Poor's Ratings Group, a division of McGraw
Hill, Inc., and its successors.

         "SEC" shall mean the United States Securities and Exchange Commission.

         "SEC REGULATION D" shall mean Regulation D as promulgated under the
Securities Act of 1933, as amended, as the same may be in effect from time to
time.

         "SECTION 5.4(b)(ii) CERTIFICATE" shall have the meaning provided in
section 5.4(b)(ii).

         "SECURITY AGREEMENT" shall have the meaning specified in section
6.1(c).

         "SECURITY DOCUMENTS" shall mean the Pledge Agreement, the Security
Agreement, each of the Mortgages and each other document pursuant to which any
Lien or security interest is granted by any Credit Party to the Collateral Agent
as security for any of the Obligations.

         "SENIOR NOTES" shall mean and include (i) $9,000,000 aggregate original
principal amount of the Borrower's 6.60% Senior Notes, Series 1997-A due
November 14, 2003, (ii) $47,000,000 aggregate original principal amount of the
Borrower's 6.65% Senior Notes, Series 1997-B due November 14, 2007, and (iii)
$9,000,000 aggregate original principal amount of the Borrower's 6.74% Senior
Notes, Series 1997-C due November 14, 2007, in each case as issued pursuant to
Note Purchase Agreements, dated as of November 1, 1997.

         "STANDARD PERMITTED LIENS" shall mean the following:

                           (i) Liens for taxes not yet delinquent or Liens for
                  taxes being contested in good faith and by appropriate
                  proceedings for which adequate reserves (in the good faith
                  judgment of the management of the Borrower) have been
                  established;

                           (ii) Liens in respect of property or assets imposed
                  by law which were incurred in the ordinary course of business,
                  such as carriers', warehousemen's, materialmen's and
                  mechanics' Liens and other similar Liens arising in the
                  ordinary course of business, which do not in the aggregate
                  materially detract from the value of such property or assets
                  or materially impair the use thereof in the operation of the
                  business of the Borrower or any Subsidiary;


                                       16

<PAGE>   22



                           (iii) Liens created by this Agreement or the other
                  Credit Documents;

                           (iv) Liens arising from judgments, decrees or
                  attachments in circumstances not constituting an Event of
                  Default under section 10.1(g);

                           (v) Liens (other than any Lien imposed by ERISA)
                  incurred or deposits made in the ordinary course of business
                  in connection with workers' compensation, unemployment
                  insurance and other types of social security; and mechanic's
                  Liens, carrier's Liens, and other Liens to secure the
                  performance of tenders, statutory obligations, contract bids,
                  government contracts, performance and return-of-money bonds
                  and other similar obligations, incurred in the ordinary course
                  of business (exclusive of obligations in respect of the
                  payment for borrowed money) whether pursuant to statutory
                  requirements, common law or consensual arrangements;

                           (vi) Leases or subleases granted to others not
                  interfering in any material respect with the business of the
                  Borrower or any of its Subsidiaries and any interest or title
                  of a lessor under any lease not in violation of this
                  Agreement;

                           (vii) easements, rights-of-way, zoning or deed
                  restrictions, minor defects or irregularities in title and
                  other similar charges or encumbrances not interfering in any
                  material respect with the ordinary conduct of the business of
                  the Borrower or any of its Subsidiaries considered as an
                  entirety; and

                           (viii) Liens arising from financing statements
                  regarding property subject to leases not in violation of the
                  requirements of this Agreement, PROVIDED that such Liens are
                  only in respect of the property subject to, and secure only,
                  the respective lease (and any other lease with the same or an
                  affiliated lessor).

         "STATED AMOUNT" of each Letter of Credit shall mean the maximum
available to be drawn thereunder (regardless of whether any conditions or other
requirements for drawing could then be met).

         "STOCK REPURCHASES" shall have the meaning provided in section 9.6.

         "SUBSIDIARY" of any person shall mean and include (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such person directly or
indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity in which such person directly or indirectly through
Subsidiaries, has more than a 50% equity interest at the time. Unless otherwise
expressly provided, all references herein to "Subsidiary" shall mean a
Subsidiary of the Borrower.

         "SUBORDINATED INDEBTEDNESS" shall mean any Indebtedness which has been
subordinated to the Obligations in such manner and to such extent as the
Required Lenders may require.

         "SWING LINE COMMITMENT" shall mean, with respect to the Swing Line
Lender, the amount set forth opposite such Lender's name in Annex I as its
"Swing Line Commitment" as the same may be reduced from time to time pursuant to
section 4.2, adjusted from time to time as a result of assignments to or from
such Lender pursuant to section 12.4(c), or terminated pursuant to section 4.2,
4.3 or 10.2.

         "SWING LINE LENDER" shall mean the Lender which has the Swing Line
Revolving Commitment.

         "SWING LINE REVOLVING FACILITY" shall mean the credit facility
evidenced by the Swing Line Revolving Commitment.

         "SWING LINE PARTICIPATION AMOUNT" shall have the meaning provided in
section 2.5(b).

                                       17

<PAGE>   23



         "SWING LINE REVOLVING LOAN" shall have the meaning provided in section
2.1(b).

         "SWING LINE REVOLVING NOTE" shall have the meaning provided in section
2.5(a).

         "TESTING PERIOD" shall mean for any determination, a single period
consisting of the four consecutive fiscal quarters of the Borrower then last
ended (whether or not such quarters are all within the same fiscal year), EXCEPT
that if a particular provision of this Agreement indicates that a Testing Period
shall be of a different specified duration, such Testing Period shall consist of
the particular fiscal quarter or quarters of the Borrower then last ended which
are so indicated in such provision.

         "TITLE COMPANY" shall have the meaning provided in section 6.1(k).

         "TITLE POLICY" shall have the meaning provided in section 6.1(k).

         "TOTAL COMMITMENT" shall mean all Commitments of all Lenders hereunder.

         "TOTAL GENERAL REVOLVING COMMITMENT" shall mean the sum of the General
Revolving Commitments of the Lenders.

         "TYPE" shall mean any type of Loan determined with respect to the
interest option applicable thereto, I.E., (i) in the case of General Revolving
Loans, a Prime Rate Loan or a Eurocurrency Loan, and (ii) in the case of Swing
Line Revolving Loans, a Prime Rate Loan or a Money Market Rate Loan.

         "UCC" shall mean the Uniform Commercial Code.

         "UNFUNDED CURRENT LIABILITY" of any Plan shall mean the amount, if any,
by which the actuarial present value of the accumulated plan benefits under the
Plan as of the close of its most recent plan year exceeds the fair market value
of the assets allocable thereto, each determined in accordance with Statement of
Financial Accounting Standards No. 87, based upon the actuarial assumptions used
by the Plan's actuary in the most recent annual valuation of the Plan.

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

         "UNPAID DRAWING" shall have the meaning provided in section 3.3(a).

         "UNUTILIZED GENERAL REVOLVING COMMITMENT" shall mean at any time for
any Lender with a General Revolving Commitment, the excess of (i) such Lender's
General Revolving Commitment at such time over (ii) the sum of (x) the aggregate
principal amount of all General Revolving Loans made by such Lender which are
outstanding at such time plus (y) such Lender's General Revolving Facility
Percentage of the Letter of Credit Outstandings at such time.

         "UNUTILIZED SWING LINE REVOLVING COMMITMENT" shall mean, at any time,
the excess of (i) the Swing Line Revolving Commitment at such time over (ii) the
aggregate principal amount of all Swing Line Revolving Loans then outstanding.

         "UNUTILIZED TOTAL GENERAL REVOLVING COMMITMENT" shall mean, at any
time, the excess of (i) the Total General Revolving Commitment at such time over
(ii) the sum of (x) the aggregate principal amount of all General Revolving
Loans then outstanding plus (y) the aggregate Letter of Credit Outstandings at
such time.

         "WHOLLY-OWNED SUBSIDIARY" shall mean each Subsidiary of the Borrower at
least 95% of whose capital stock, equity interests and partnership interests,
other than director's qualifying shares or similar interests, are owned directly
or indirectly by the Borrower.


                                       18

<PAGE>   24



         "WRITTEN", "WRITTEN" or "IN WRITING" shall mean any form of written
communication or a communication by means of telex, facsimile transmission,
telegraph or cable.

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

         1.3. ACCOUNTING TERMS. Except as otherwise specifically 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
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision of section 8 or 9 hereof to eliminate the effect of
any change occurring after the Effective Date in GAAP or in the application
thereof to such provision (or if the Administrative Agent notifies the Borrower
that the Required Lenders request an amendment to any such provision hereof for
such purposes), 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 with the requirements of this
Agreement.

         1.4. CURRENCY EQUIVALENTS. For purposes of this Agreement, except as
otherwise specified herein, (i) the equivalent in Dollars of any Alternative
Currency shall be determined by using the quoted spot rate at which the
Administrative Agent offers to exchange Dollars for such Alternative Currency at
its Payment Office at 9:00 A.M. (local time at the Payment Office) two Business
Days prior to the date on which such equivalent is to be determined, (ii) the
equivalent in any Alternative Currency of any other Alternative Currency shall
be determined by using the quoted spot rate at which the Administrative Agent's
Payment Office offers to exchange such Alternative Currency for the equivalent
in Dollars of such other Alternative Currency at such Payment Office at 9:00
A.M. (local time at the Payment Office) two Business Days prior to the date on
which such equivalent is to be determined, and (iii) the equivalent in any
Alternative Currency of Dollars shall be determined by using the quoted spot
rate at which the Administrative Agent's Payment Office offers to exchange such
Alternative Currency for Dollars at the Payment Office at 9:00 A.M. (local time
at the Payment Office) two Business Days prior to the date on which such
equivalent is to be determined; PROVIDED, that (A) the equivalent in Dollars of
each Eurocurrency Loan made in an Alternative Currency shall be recalculated
hereunder on each date that it shall be necessary (or the Administrative Agent
shall elect) to determine the unused portion of each Lender's General Revolving
Commitment, or any or all Loan or Loans outstanding on such date; (B) the
equivalent in Dollars of any Unpaid Drawing in respect of any Letter of Credit
denominated in an Alternative Currency shall be determined at the time the
drawing under such Letter of Credit was paid or disbursed by the applicable
Letter of Credit Issuer; (C) for purposes of sections 2.1(a), 3.1(b) and 5.2,
the equivalent in Dollars of the Stated Amount of any Letter of Credit
denominated in an Alternative Currency shall be calculated (x) on the date of
the issuance of the respective Letter of Credit, (y) on the first Business Day
of each calendar month thereafter and (z) in any other case where the same is
required or permitted to be calculated, on such other day as the Administrative
Agent may, in its sole discretion, consider appropriate; and (D) for purposes of
sections 4.1(b) and (c), the equivalent in Dollars of the Stated Amount of any
Letter of Credit denominated in an Alternative Currency shall be calculated on
the first day of each calendar month in the quarterly period in which the
respective payment is due pursuant to said sections.

         SECTION 2.        AMOUNT AND TERMS OF LOANS.

         2.1. COMMITMENTS FOR LOANS. Subject to and upon the terms and
conditions herein set forth, each Lender severally agrees to make a loan or
loans (each a "LOAN" and, collectively, the "LOANS") to the Borrower, which
Loans shall be drawn, to the extent such Lender has a commitment under a
Facility for the Borrower, under the applicable Facility, as set forth below:

                  (A) GENERAL REVOLVING FACILITY. Loans to the Borrower under
         the General Revolving Facility (each a "GENERAL REVOLVING LOAN" and,
         collectively, the "GENERAL REVOLVING LOANS"): (i) may be made at any
         time and from time to time on and after the Closing Date and prior to
         the Maturity Date; (ii) except as otherwise provided, may, at the
         option of the Borrower, be incurred and maintained as, or Converted or
         Redenominated into, General Revolving Loans which are Prime Rate Loans
         denominated in Dollars, or

                                       19

<PAGE>   25



         Eurocurrency Loans denominated in Dollars or in an Alternative
         Currency, PROVIDED that all General Revolving Loans made as part of the
         same Borrowing shall, unless otherwise specifically provided herein,
         consist of General Revolving Loans of the same currency and Type (and
         if such Loans are Eurocurrency Loans, there shall be a single Interest
         Period applicable thereto); (iii) may not be incurred in an Alternative
         Currency if after giving effect thereto the equivalent in Dollars of
         the aggregate outstanding principal amount of all General Revolving
         Loans denominated in any Alternative Currency would exceed $50,000,000
         (the "ALTERNATIVE CURRENCY SUBLIMIT"); (iv) may be repaid or prepaid
         and reborrowed in accordance with the provisions hereof; (v) may only
         be made if after giving effect thereto the Unutilized Total General
         Revolving Commitment exceeds the outstanding Swing Line Revolving
         Loans; and (vi) shall not exceed for any Lender at any time outstanding
         that aggregate principal amount which, when added to the product at
         such time of (A) such Lender's General Revolving Facility Percentage,
         TIMES (B) the aggregate Letter of Credit Outstandings, equals the
         General Revolving Commitment of such Lender at such time.

                  (B) SWING LINE REVOLVING FACILITY. Loans to the Borrower under
         the Swing Line Revolving Facility (each a "SWING LINE REVOLVING LOAN"
         and, collectively, the "SWING LINE REVOLVING LOANS") (i) shall be made
         only by the Swing Line Lender, (ii) may be made at any time and from
         time to time on and after the Closing Date and prior to the Maturity
         Date; (iii) shall be made only in U.S. Dollars; (iv) shall have a
         maturity of less than 30 days; (v) shall be incurred only for working
         capital requirements of the Borrower and its Subsidiaries; (vi) may
         only be incurred as Prime Rate Loans or as Money Market Rate Loans;
         (vii) may be repaid or prepaid and reborrowed in accordance with the
         provisions hereof; (viii) may only be made if after giving effect
         thereto the Unutilized Total General Revolving Commitment exceeds the
         outstanding Swing Line Revolving Loans; and (ix) shall not exceed for
         the Swing Line Lender at any time outstanding its Swing Line Commitment
         at such time.

         2.2. MINIMUM BORROWING AMOUNTS, ETC.; PRO RATA BORROWINGS. (a) The
aggregate principal amount of each Borrowing by the Borrower under a Facility
shall not be less than the Minimum Borrowing Amount for such Borrowing. More
than one Borrowing may be incurred by the Borrower on any day, PROVIDED that if
there are two or more Borrowings on a single day under the General Revolving
Facility which consist of Eurocurrency Loans denominated in the same currency,
each such Borrowing shall have a different initial Interest Period. There shall
be no more than 10 Borrowings comprised of Eurocurrency Loans outstanding at any
time (including any such Borrowings resulting from the incurrence of Loans or
Continuations, Conversions or Redenominations) and only one Borrowing may be
made on any day under the Swing Line Revolving Facility.

         (b) All Borrowings of Loans under a Facility shall be made by the
Lenders having Commitments under such Facility PRO RATA on the basis of their
respective Commitments under such Facility. It is understood that no Lender
shall be responsible for any default by any other Lender in its obligation to
make Loans hereunder and that each Lender shall be obligated to make the Loans
provided to be made by it hereunder, regardless of the failure of any other
Lender to fulfill its Commitments hereunder.

         2.3. BORROWING PROCEDURES. (a) NOTICE OF BORROWING. Whenever the
Borrower desires to incur Loans, the Borrower shall give the Administrative
Agent at its Notice Office,

                  (A) BORROWINGS UNDER THE GENERAL REVOLVING FACILITY OF
         EUROCURRENCY LOANS DENOMINATED IN DOLLARS: in the case of any Borrowing
         under the General Revolving Facility of Eurocurrency Loans denominated
         in Dollars to be made hereunder, prior to 1:00 P.M. (local time at its
         Notice Office), at least three Business Days' prior written or
         telephonic notice thereof (in the case of telephonic notice, promptly
         confirmed in writing if so requested by the Administrative Agent),

                  (B) BORROWINGS UNDER THE GENERAL REVOLVING FACILITY OF
         EUROCURRENCY LOANS DENOMINATED IN AN ALTERNATIVE CURRENCY: in the case
         of any Borrowing under the General Revolving Facility of Eurocurrency
         Loans denominated in an Alternative Currency to be made hereunder,
         prior to 1:00 P.M. (local time at its Notice Office), at least four
         Business Days' prior written or telephonic notice thereof (in the case
         of telephonic notice, promptly confirmed in writing if so requested by
         the Administrative Agent),


                                       20

<PAGE>   26



                  (C) BORROWINGS UNDER ANY FACILITY OF PRIME RATE LOANS: in the
         case of any Borrowing under any Facility of Prime Rate Loans to be made
         hereunder, prior to 11:00 A.M. (local time at its Notice Office) on the
         proposed date thereof written or telephonic notice thereof (in the case
         of telephonic notice, promptly confirmed in writing if so requested by
         the Administrative Agent), or

                  (D) BORROWINGS UNDER THE SWING LINE FACILITY OF MONEY MARKET
         RATE LOANS: in the case of any Borrowing under the Swing Line Revolving
         Facility of Money Market Rate Loans to be made hereunder, if the
         Administrative Agent shall have furnished the Borrower with a Quoted
         Rate therefor, prior to 11:00 A.M. (local time at its Notice Office) on
         the proposed date thereof (which shall be within such period as the
         Administrative Agent shall have specified for such Quoted Rate) written
         or telephonic notice thereof (in the case of telephonic notice,
         promptly confirmed in writing if so requested by the Administrative
         Agent).

Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested
by the Administrative Agent to be confirmed in writing), be substantially in the
form of Exhibit B-1, and in any event shall be irrevocable and shall specify:
(i) the Facility under which the Borrowing is to be incurred, (ii) the aggregate
principal amount of the Loans to be made pursuant to such Borrowing; (iii) the
date of the Borrowing (which shall be a Business Day); (iv) whether the
Borrowing shall consist of Prime Rate Loans, Eurocurrency Loans or Money Market
Rate Loans; (v) if the requested Borrowing consists of Eurocurrency Loans, the
Interest Period to be initially applicable thereto; (vi) in the case of a
requested Borrowing consisting of Loans which are Eurocurrency Loans, the
currency, if other than Dollars, in which such Loans are requested; and (vii) if
the Borrowing consists of Swing Line Revolving Loans, the maturity date thereof
(which shall be less than 30 days), and if such Swing Line Revolving Loans are
Money Market Rate Loans, the Quoted Rate therefor. If the Borrower fails to
specify in a Notice of Borrowing the maturity date of any Swing Line Revolving
Loans, such maturity date shall be deemed to be 29 days. The Administrative
Agent shall promptly give each Lender which has a Commitment under any
applicable Facility written notice (or telephonic notice promptly confirmed in
writing) of each proposed Borrowing under the applicable Facility, of such
Lender's proportionate share thereof and of the other matters covered by the
Notice of Borrowing relating thereto.

         (b) CONDITIONS TO BORROWING OF EUROCURRENCY LOANS DENOMINATED IN AN
ALTERNATIVE CURRENCY. In the case of a proposed Borrowing comprised of General
Revolving Loans which are Eurocurrency Loans denominated in an Alternative
Currency, the obligation of each affected Lender to make its Eurocurrency Loan
in the requested Alternative Currency as part of such Borrowing is subject to:

                  (A) if such requested Alternative Currency is an Alternative
         Currency described in clause (i) or (ii) of the definition of the term
         Alternative Currency, the confirmation by the Administrative Agent to
         the Borrower not later than the third Business Day before the requested
         date of such Borrowing that such Alternative Currency is readily and
         freely transferable and convertible into Dollars, or

                  (B) if such requested Alternative Currency is not an
         Alternative Currency described in clause (i) or (ii) of the definition
         of the term Alternative Currency, such requested Alternative Currency
         shall be acceptable to such Lender (which acceptability shall be
         presumed if such Lender fails to notify the Administrative Agent in
         writing not later than the third Business Day before the requested date
         of such Borrowing that such Alternative Currency is not acceptable to
         such Lender); and any such notice of unacceptability of an Alternative
         Currency shall be notified immediately by the Administrative Agent to
         the Borrower.

If the Administrative Agent shall not have provided the confirmation referred to
in clause (A) above, or any affected Lender shall have so notified the
Administrative Agent that a particular Alternative Currency is not acceptable to
it as provided in clause (B) above, the Administrative Agent shall promptly
notify the Borrower and each affected Lender thereof, whereupon the Borrower
may, by notice to the Administrative Agent not later than the third Business Day
before the requested date of such Borrowing, withdraw the Notice of Borrowing
relating to such requested Borrowing. If the Borrower does so withdraw such
Notice of Borrowing, the Borrowing requested in such Notice of Borrowing shall
not occur and the Administrative Agent shall promptly so notify each affected
Lender. If the Borrower does not so withdraw such Notice of Borrowing, the
Administrative Agent shall promptly so notify each

                                       21

<PAGE>   27



affected Lender and such Notice of Borrowing shall be deemed to be a Notice of
Borrowing which requests a Borrowing of General Revolving Loans comprised of
Eurocurrency Loans in an aggregate amount in Dollars equivalent, on the date the
Administrative Agent so notifies each affected Lender, to the amount of the
originally requested Borrowing in an Alternative Currency; and in such notice by
the Administrative Agent to each affected Lender the Administrative Agent shall
state such aggregate equivalent amount of such Borrowing in Dollars and such
Lender's ratable portion of such Borrowing.

         (c) BORROWINGS OF MONEY MARKET RATE LOANS. Whenever the Borrower
proposes to submit a Notice of Borrowing with respect to Swing Line Revolving
Loans which will be Money Market Rate Loans, it will prior to submitting such
Notice of Borrowing notify the Administrative Agent of its intention and request
the Administrative Agent to quote a fixed or floating interest rate (the "QUOTED
RATE") to be applicable thereto prior to the proposed maturity thereof. The
Administrative Agent will immediately so notify the Swing Line Lender, and if
the Swing Line Lender is agreeable to a particular interest rate for the
proposed maturity of such Money Market Rate Loans if such Loans are made on or
prior to a specified date, the Administrative Agent shall quote such interest
rate to the Borrower as the Quoted Rate applicable to such proposed Money Market
Rate Loans if made on or before such specified date for a maturity as so
proposed by the Borrower. The Swing Line Lender contemplates that any Quoted
Rate will be a rate of interest which reflects a margin corresponding to the sum
of (x) the Applicable Eurocurrency Margin in effect at the time of quotation of
any Quoted Rate, PLUS (y) the Applicable Facility Fee Rate in effect at such
time, over the then prevailing Federal Funds Effective Rate, commercial paper,
call money, overnite repurchase or other commonly quoted interest rate, or the
Swing Line Lender's average cost of short term funds, in each case as selected
and determined by the Swing Line Lender. Nothing herein shall be deemed to
permit any Lender other than the Swing Line Lender any right of approval with
respect to a Quoted Rate.

         (d) ACTIONS BY ADMINISTRATIVE AGENT ON TELEPHONIC NOTICE. Without in
any way limiting the obligation of the Borrower to confirm in writing any
telephonic notice permitted to be given hereunder, the Administrative Agent may
act prior to receipt of written confirmation without liability upon the basis of
such telephonic notice believed by the Administrative Agent in good faith to be
from an Authorized Officer of the Borrower entitled to give telephonic notices
under this Agreement on behalf of the Borrower. In each such case, the
Administrative Agent's record of the terms of such telephonic notice shall be
conclusive absent manifest error.

         2.4. DISBURSEMENT OF FUNDS FROM BORROWINGS. (a) No later than 2:00 P.M.
(local time at the Payment Office of the Administrative Agent) on the date
specified in each Notice of Borrowing, each Lender with a Commitment under the
applicable Facility relating to such Loans will make available its PRO RATA
share, if any, of each Borrowing under such Facility requested to be made on
such date in the manner provided below. All amounts relating to any Borrowing by
the Borrower shall be made available to the Administrative Agent in U.S. dollars
or the applicable Alternative Currency and immediately available funds at the
Administrative Agent's Payment Office and the Administrative Agent promptly will
make available to the Borrower by depositing to its account at such Payment
Office, or at such other account in another financial institution designated by
the Borrower to the Administrative Agent, the aggregate of the amounts so made
available in the currency and type of funds received. Unless the Administrative
Agent shall have been notified by any Lender prior to the date of a Borrowing
that such Lender does not intend to make available to the Administrative Agent
its portion of the Borrowing or Borrowings to be made on such date, the
Administrative Agent may assume that such Lender has made such amount available
to the Administrative Agent on such date of Borrowing, and the Administrative
Agent, in reliance upon such assumption, may (in its sole discretion and without
any obligation to do so) make available to the Borrower a corresponding amount.
If such corresponding amount is not in fact made available to the Administrative
Agent by such Lender and the Administrative Agent has made available same to the
Borrower, the Administrative Agent shall be entitled to recover such
corresponding amount from such Lender. If such Lender does not pay such
corresponding amount forthwith upon the Administrative Agent's demand therefor,
the Administrative Agent shall promptly notify the Borrower, and the Borrower
shall immediately pay such corresponding amount to the Administrative Agent. The
Administrative Agent shall also be entitled to recover from such Lender or the
Borrower, as the case may be, interest on such corresponding amount in respect
of each day from the date such corresponding amount was made available by the
Administrative Agent to the Borrower to the date such corresponding amount is
recovered by the Administrative Agent at a rate per annum equal to (x) if paid
by such Lender, at the overnight Federal Funds Effective Rate, in the case of
any Loan denominated in Dollars, or at the weighted average overnite or weekend

                                       22

<PAGE>   28



borrowing rate for immediately available and freely transferrable funds in the
applicable Alternative Currency which is offered to the Administrative Agent in
the international markets, in the case of any General Revolving Loan denominated
in an Alternative Currency, or (y) if paid by the Borrower, the then applicable
rate of interest, calculated in accordance with section 2.8, for the respective
Loan (but without any requirement to pay any amounts in respect thereof pursuant
to section 2.11).

         (b) Nothing herein and no subsequent termination of the Commitments
pursuant to section 4.2 or 4.3 shall be deemed to relieve any Lender from its
obligation to fulfill its commitments hereunder and in existence from time to
time or to prejudice any rights which the Borrower may have against any Lender
as a result of any default by such Lender hereunder.

         2.5. REFUNDING OF, OR PARTICIPATION IN, SWING LINE REVOLVING LOANS. (a)
If any Event of Default exists, the Swing Line Lender may, in its sole and
absolute discretion, direct that the Swing Line Revolving Loans owing to it be
refunded by delivering a notice to such effect to the Administrative Agent,
specifying the aggregate principal amount thereof (a "NOTICE OF SWING LINE
REFUNDING"). Promptly upon receipt of a Notice of Swing Line Refunding, the
Administrative Agent shall give notice of the contents thereof to the Lenders
with General Revolving Commitments and, unless an Event of Default specified in
section 10.1(h) in respect of the Borrower has occurred, also to the Borrower.
Each such Notice of Swing Line Refunding shall be deemed to constitute delivery
by the Borrower of a Notice of Borrowing requesting General Revolving Loans
consisting of Prime Rate Loans in the amount of the Swing Line Revolving Loans
to which it relates. Each Lender with a General Revolving Commitment (including
the Swing Line Lender, in its capacity as a Lender) hereby unconditionally
agrees (notwithstanding that any of the conditions specified in section 6.2
hereof or elsewhere in this Agreement shall not have been satisfied, but subject
to the provisions of paragraph (b) below) to make a General Revolving Loan to
the Borrower in an amount equal to such Lender's General Revolving Facility
Percentage of the aggregate amount of the Swing Line Revolving Loans to which
such Notice of Swing Line Refunding relates. Each such Lender shall make the
amount of such General Revolving Loan available to the Administrative Agent in
immediately available funds at the Payment Office not later than 2:00 P.M.
(local time at the Payment Office), if such notice is received by such Lender
prior to 11:00 A.M. (local time at its Domestic Lending Office), or not later
than 2:00 P.M. (local time at the Payment Office) on the next Business Day, if
such notice is received by such Lender after such time. The proceeds of such
General Revolving Loans shall be made immediately available to the Swing Line
Lender and applied by it to repay the principal amount of the Swing Line
Revolving Loans to which such Notice of Swing Line Refunding related. The
Borrower irrevocably and unconditionally agrees that, notwithstanding anything
to the contrary contained in this Agreement, General Revolving Loans made as
herein provided in response to a Notice of Swing Line Refunding shall constitute
General Revolving Loans hereunder consisting of Prime Rate Loans.

         (b) If prior to the time a General Revolving Loan would otherwise have
been made as provided above as a consequence of a Notice of Swing Line
Refunding, any of the events specified in section 10.1(h) shall have occurred in
respect of the Borrower or one or more of the Lenders with General Revolving
Commitments shall determine that it is legally prohibited from making a General
Revolving Loan under such circumstances, each Lender (other than the Swing Line
Lender), or each Lender (other than the Swing Line Lender) so prohibited, as the
case may be, shall, on the date such General Revolving Loan would have been made
by it (the "PURCHASE DATE"), purchase an undivided participating interest in the
outstanding Swing Line Revolving Loans to which such Notice of Swing Line
Refunding related, in an amount (the "SWING LINE PARTICIPATION AMOUNT") equal to
such Lender's General Revolving Facility Percentage of such Swing Line Revolving
Loans. On the Purchase Date, each such Lender or each such Lender so prohibited,
as the case may be, shall pay to the Swing Line Lender, in immediately available
funds, such Lender's Swing Line Participation Amount, and promptly upon receipt
thereof the Swing Line Lender shall, if requested by such other Lender, deliver
to such Lender a participation certificate, dated the date of the Swing Line
Lender's receipt of the funds from, and evidencing such Lender's participating
interest in such Swing Line Revolving Loans and its Swing Line Participation
Amount in respect thereof. If any amount required to be paid by a Lender to the
Swing Line Lender pursuant to the above provisions in respect of any Swing Line
Participation Amount is not paid on the date such payment is due, such Lender
shall pay to the Swing Line Lender on demand interest on the amount not so paid
at the overnight Federal Funds Effective Rate from the due date until such
amount is paid in full.


                                       23

<PAGE>   29



         (c) Whenever, at any time after the Swing Line Lender has received from
any other Lender such Lender's Swing Line Participation Amount, the Swing Line
Lender receives any payment from or on behalf of the Borrower on account of the
related Swing Line Revolving Loans, the Swing Line Lender will promptly
distribute to such Lender its General Revolving Facility Percentage of such
payment on account of its Swing Line Participation Amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such Lender's participating interest was outstanding and funded);
PROVIDED, HOWEVER, that in the event such payment received by the Swing Line
Lender is required to be returned, such Lender will return to the Swing Line
Lender any portion thereof previously distributed to it by the Swing Line
Lender.

         (d) Each Lender's obligation to make General Revolving Loans and/or to
purchase participations in connection with a Notice of Swing Line Refunding
(which shall in all events be within such Lender's Unutilized General Revolving
Commitment, taking into account all outstanding participations in connection
with Swing Line Refundings) shall be subject to the conditions that:

                  (i) such Lender shall have received a Notice of Swing Line
         Refunding complying with the provisions hereof, and

                  (ii) at the time the Swing Line Revolving Loans which are the
         subject of such Notice of Swing Line Refunding were made, the Swing
         Line Lender had (x) no knowledge that any Default under section 10.1(a)
         involving the payment of principal of or interest on any of the Loans
         had occurred and was continuing, and (y) no actual written notice from
         another Lender that an Event of Default had occurred and was
         continuing,

but otherwise shall be absolute and unconditional, shall be solely for the
benefit of the Swing Line Lender, and shall not be affected by any circumstance,
including, without limitation, (A) any set-off, counterclaim, recoupment,
defense or other right which such Lender may have against any other Lender, any
Credit Party, or any other person, or any Credit Party may have against any
Lender or other person, as the case may be, for any reason whatsoever; (B) the
occurrence or continuance of a Default or Event of Default; (C) any event or
circumstance involving a Material Adverse Effect upon the Borrower; (D) any
breach of any Credit Document by any party thereto; or (E) any other
circumstance, happening or event, whether or not similar to any of the
foregoing.

         2.6. NOTES; LOAN ACCOUNTS. (A) FORMS OF NOTES. The Borrower's
obligation to pay the principal of, and interest on, the General Revolving Loans
made to it by each Lender with a General Revolving Commitment shall be evidenced
by a promissory note of the Borrower substantially in the form of Exhibit A-1
(each a "GENERAL REVOLVING NOTE" and, collectively, the "GENERAL REVOLVING
NOTES"). The Borrower's obligation to pay the principal of, and interest on, the
Swing Line Revolving Loans made to it by the Swing Line Lender shall be
evidenced by a promissory note of the Borrower substantially in the form of
Exhibit A-2 with blanks appropriately completed in conformity herewith (the
"SWING LINE REVOLVING NOTE").

         (b) GENERAL REVOLVING NOTES. The General Revolving Note issued by the
Borrower to a Lender with a General Revolving Commitment shall: (i) be executed
by the Borrower; (ii) be payable to the order of such Lender and be dated on or
prior to the date of any General Revolving Loan evidenced thereby; (iii) be
payable in the principal amount of General Revolving Loans evidenced thereby;
(iv) mature on the Maturity Date; (v) bear interest as provided in section 2.8
in respect of the Prime Rate Loans or Eurocurrency Loans, as the case may be,
evidenced thereby; (vi) be subject to mandatory prepayment as provided in
section 5.2; and (vii) be entitled to the benefits of this Agreement and the
other Credit Documents.

         (c) SWING LINE REVOLVING NOTE. The Swing Line Revolving Note issued by
the Borrower to the Swing Line Lender shall: (i) be executed by the Borrower;
(ii) be payable to the order of the Swing Line Lender and be dated on or prior
to the date of any Swing Line Revolving Loan evidenced thereby; (iii) be in a
stated principal amount equal to the Swing Line Revolving Commitment of the
Swing Line Lender; (iv) be payable in the principal amount of Swing Line
Revolving Loans evidenced thereby; (v) mature as to any Swing Line Revolving
Loan evidenced thereby on the maturity date, less than 30 days following the
date such Swing Line Revolving Loan was made, specified in the applicable Notice
of Borrowing; (vi) bear interest as provided in section 2.8 in respect of the

                                       24

<PAGE>   30



Prime Rate Loans or Money Market Rate Loans, as the case may be, evidenced
thereby; (vii) be subject to mandatory prepayment as provided in section 5.2;
and (viii) be entitled to the benefits of this Agreement and the other Credit
Documents.

         (d) LOAN ACCOUNTS OF LENDERS. Each Lender shall maintain in accordance
with its usual practice an account or accounts evidencing the indebtedness of
the Borrower 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.

         (e) LOAN ACCOUNTS OF ADMINISTRATIVE AGENT. The Administrative Agent
shall maintain accounts in which it shall record (i) the amount of each Loan
made hereunder, the Type thereof, the particular Facility under which such Loan
was made, and (to the extent applicable) the Interest Period if such Loan is a
Eurodollar Loan, or the Quoted Rate and maturity thereof if such Loan is a Money
Market Rate Loan, (ii) the amount of any principal due and payable or to become
due and payable from the Borrower to each Lender hereunder, and (iii) the amount
of any sum received by the Administrative Agent hereunder for the account of the
Lenders and each Lender's share thereof.

         (f) EFFECT OF LOAN ACCOUNTS, ETC. The entries made in the accounts
maintained pursuant to section 2.6(d) and (e) shall be PRIMA FACIE evidence of
the existence and amounts 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 Borrower to repay or prepay the Loans in accordance with the terms of
this Agreement.

         (g) ENDORSEMENTS OF AMOUNTS ON NOTES PRIOR TO TRANSFER. Each Lender
will, prior to any transfer of any of the Notes issued to it by the Borrower,
endorse on the reverse side thereof or the grid attached thereto the outstanding
principal amount of Loans evidenced thereby. Failure to make any such notation
or any error in any such notation shall not affect the Borrower's obligations in
respect of such Loans.

         2.7. VOLUNTARY CONVERSION OF DOLLAR DENOMINATED GENERAL REVOLVING
LOANS; REDENOMINATION OF GENERAL REVOLVING LOANS. (a) The Borrower shall have
the option to Convert on any Business Day all or a portion at least equal to the
applicable Minimum Borrowing Amount of the outstanding principal amount of its
General Revolving Loans denominated in Dollars of one Type owing by it pursuant
to the General Revolving Facility into a Borrowing or Borrowings pursuant to the
same Facility of the other Type of Loans denominated in Dollars which can be
made pursuant to such Facility, PROVIDED that: (i) no partial Conversion of a
Borrowing of Eurocurrency Loans shall reduce the outstanding principal amount of
the Eurocurrency Loans made pursuant to such Borrowing to less than the Minimum
Borrowing Amount applicable thereto; (ii) any Conversion of Eurocurrency Loans
into Prime Rate Loans shall be made on, and only on, the last day of an Interest
Period for such Eurocurrency Loans; (iii) Prime Rate Loans may only be Converted
into Eurocurrency Loans if no Default under section 10.1(a) or Event of Default
is in existence on the date of the Conversion unless the Required Lenders
otherwise agree; (iv) Prime Rate Loans may not be Converted into Eurocurrency
Loans during any period when such Conversion is not permitted under section
2.10; and (v) Borrowings of Eurocurrency Loans resulting from this section 2.7
shall conform to the requirements of section 2.2. Each such Conversion shall be
effected by the Borrower giving the Administrative Agent at its Notice Office,
prior to 1:00 P.M. (local time at such Notice Office), at least three Business
Days', in the case of Conversion into Eurodollar Loans (or prior to 1:00 P.M.
(local time at such Notice Office) same Business Day's, in the case of a
Conversion into Prime Rate Loans) prior written notice (or telephonic notice
promptly confirmed in writing if so requested by the Administrative Agent) (each
a "NOTICE OF CONVERSION"), substantially in the form of Exhibit B-2, specifying
the Loans to be so Converted, the Type of Loans to be Converted into and, if to
be Converted into a Borrowing of Eurocurrency Loans, the Interest Period to be
initially applicable thereto. The Administrative Agent shall give each Lender
prompt notice of any such proposed Conversion affecting any of its Loans. For
the avoidance of doubt, the prepayment or repayment of any General Revolving
Loans out of the proceeds of other General Revolving Loans by the Borrower is
not considered a Conversion of such General Revolving Loans into other General
Revolving Loans.


                                       25

<PAGE>   31



         (b) The Borrower may, upon notice given to the Administrative Agent at
least four Business Days prior to the date of the proposed Redenomination,
request that all General Revolving Loans comprising the same Borrowing by the
Borrower be Redenominated from Dollars into an Alternative Currency or from an
Alternative Currency into Dollars or another Alternative Currency; PROVIDED,
HOWEVER, that any Redenomination of Eurocurrency Loans shall be made on, and
only on, the last day of an Interest Period for such Loans; and PROVIDED,
FURTHER, that no Redenomination shall be made if at the time thereof a Default
under section 10.1(a) or Event of Default shall have occurred and be continuing
unless the Required Lenders otherwise agree. Each such notice of request of a
Redenomination (a "NOTICE OF REDENOMINATION") shall be by telecopier, telex or
cable (confirmed immediately in writing if so requested by the Administrative
Agent), in substantially the form of Exhibit B-4 hereto, specifying (i) the
amount and currency of the General Revolving Loans comprising the specific
Borrowing to be Redenominated, (ii) the date of the proposed Redenomination,
(iii) the currency into which such Loans are to be Redenominated, and (iv) if
such Loans as so Redenominated are to be Eurocurrency Loans, the duration of the
Interest Period for such Loans upon being so Redenominated. The Administrative
Agent shall promptly notify each affected Lender of any such requested
Redenomination. In the case of a Notice of Redenomination which requests a
Redenomination of Loans into an Alternative Currency, such Redenomination is
subject to (x) if it involves a Redenomination into an Alternative Currency
described in clause (i) or (ii) of the definition of the term Alternative
Currency, the confirmation by the Administrative Agent to the Borrower that such
Alternative Currency is readily and freely transferable and convertible into
Dollars, or (y) if it involves a Redenomination into an Alternative Currency
described in clause (iii) of the definition of the term Alternative Currency,
the willingness of each Lender which has a General Revolving Commitment to
effect such Redenomination. If any affected Lender has not, by 2:00 P.M. (local
time at the Notice Office) on the third Business Day before the requested date
of such Redenomination, notified the Administrative Agent that a particular
requested Redenomination is not acceptable to it, such requested Redenomination
shall be conclusively presumed to be acceptable to it. Any objection by a Lender
to a requested Redenomination shall be notified immediately by the
Administrative Agent to the Borrower. If any affected Lender shall have so
notified the Administrative Agent of its objection to a requested
Redenomination, or if the Administrative Agent shall have confirmed to the
Borrower that the Alternative Currency involved in such Redenomination is not
readily and freely transferable and convertible into Dollars, the requested
Redenomination will not occur and the Administrative Agent shall promptly notify
the Borrower and each affected Lender that a Lender is unwilling to make such
requested Redenomination and that the requested Redenomination will not occur.
If no affected Lender shall have so provided to the Administrative Agent notice
of its unwillingness to effect a requested Redenomination or if such Notice of
Redenomination requests a Redenomination of Loans into Dollars, each General
Revolving Loan so requested to be Redenominated will be Redenominated, on the
date specified therefor in such Notice of Redenomination, into an equivalent
amount thereof in the currency requested in such Notice of Redenomination, such
equivalent amount to be determined on such date by the Administrative Agent in
accordance with section 1.4, and in the case of any such General Revolving Loan
being so Redenominated which will be a Eurocurrency Loan, such Eurocurrency Loan
will have an initial Interest Period as requested in such Notice of
Redenomination.

         2.8. INTEREST. (a) INTEREST ON PRIME RATE LOANS. The unpaid principal
amount of each General Revolving Loan or Swing Line Revolving Loan which is a
Prime Rate Loan shall bear interest from the date of the Borrowing thereof
(including any date of Conversion or Redenomination thereof) until maturity
(whether by acceleration or otherwise) at a fluctuating rate per annum which
shall at all times be equal to the Prime Rate in effect from time to time.

         (b) INTEREST ON EUROCURRENCY LOANS. The unpaid principal amount of each
General Revolving Loan which is a Eurocurrency Loan shall bear interest from the
date of the Borrowing thereof (including any Continuttion, Conversion or
Redenomination thereof) until maturity (whether by acceleration or otherwise) at
a rate per annum which shall at all times during the Interest Period applicable
thereto be the Applicable Eurocurrency Margin (as defined below) for such
Eurocurrency Loan PLUS the relevant Adjusted Eurocurrency Rate for such Interest
Period.

         (c) INTEREST ON MONEY MARKET RATE LOANS. The unpaid principal amount of
each Swing Line Revolving Loan which is a Money Market Rate Loan shall bear
interest from the date of the Borrowing thereof until maturity (whether by
acceleration or otherwise) at the rate per annum which shall be equal to the
Quoted Rate therefor.

                                       26

<PAGE>   32



         (d) DEFAULT INTEREST. Notwithstanding the above provisions, if a
Default under section 10.1(a) or Event of Default is in existence, all
outstanding amounts of principal and, to the extent permitted by law, all
overdue interest, in respect of each and every Loan shall bear interest, payable
on demand, at a rate per annum equal to 2% per annum above the rate otherwise
applicable thereto pursuant to section 2.8(a), (b) or (c). If any amount (other
than the principal of and interest on the Loans) payable by the Borrower under
the Credit Documents is not paid when due, such amount shall bear interest,
payable on demand, at a rate per annum equal to the Prime Rate in effect from
time to time PLUS 2% per annum.

         (e) ACCRUAL AND PAYMENT OF INTEREST. Interest shall accrue from and
including the date of any Borrowing to but excluding the date of any prepayment
or repayment thereof and shall be payable:

                  (i) in the case of any Swing Line Revolving Loan, (A) at the
         maturity date thereof, which shall in any event be less than 30 days,
         (B) on any prepayment (on the amount prepaid), and (C) after maturity
         (whether by acceleration or otherwise), on demand; and

                  (ii) in the case of any General Revolving Loan, (A) which is a
         Prime Rate Loan, quarterly in arrears on the last Business Day of
         March, June, September and December, (B) which is a Eurodollar Loan, on
         the last day of each Interest Period applicable thereto and, in the
         case of an Interest Period in excess of three months, on the dates
         which are successively three months after the commencement of such
         Interest Period, and (C) on any repayment, prepayment, Conversion or
         Redenomination (on the amount repaid, prepaid, Converted or
         Redenominated), at maturity (whether by acceleration or otherwise) and,
         after such maturity, on demand.

         (f) COMPUTATIONS OF INTEREST. All computations of interest hereunder
shall be made in accordance with section 12.7(b).

         (g) INFORMATION AS TO INTEREST RATES. Each Reference Bank agrees to
furnish the Administrative Agent timely information for the purpose of
determining the Adjusted Eurocurrency Rate for any Borrowing consisting of
Eurocurrency Loans. If any one or more of the Reference Banks shall not timely
furnish such information, the Administrative Agent shall determine the Adjusted
Eurocurrency Rate on the basis of timely information furnished by the remaining
Reference Banks. The Administrative Agent upon determining the interest rate for
any Borrowing shall promptly notify the Borrower and the affected Lenders
thereof.

         (h) APPLICABLE EUROCURRENCY MARGIN. As used herein, the term
"APPLICABLE EUROCURRENCY MARGIN", as applied to any General Revolving Loan which
is a Eurocurrency Loan, means the particular rate per annum determined by the
Administrative Agent in accordance with the Pricing Grid Table which appears
below, based on the Borrower's ratio of Consolidated Total Debt to Consolidated
EBITDA and such Pricing Grid Table, and the following provisions:

                  (i) Initially, until changed hereunder in accordance with the
         following provisions, the Applicable Eurocurrency Margin for General
         Revolving Loans will be 185.00 basis points per annum.

                  (ii) Commencing with the fiscal quarter of the Borrower ended
         on or nearest to March 31, 1999, and continuing with each fiscal
         quarter thereafter, the Administrative Agent will determine the
         Applicable Eurocurrency Margin for any Eurocurrency Loan in accordance
         with the Pricing Grid Table, based on the Borrower's ratio of (x)
         Consolidated Total Debt as of the end of the fiscal quarter, to (y)
         Consolidated EBITDA for the Testing Period ended on the last day of the
         fiscal quarter, and identified in such Table. Changes in the Applicable
         Eurocurrency Margin based upon changes in such ratio shall become
         effective on the first day of the month following the receipt by the
         Administrative Agent pursuant to section 8.1(a) or (b) of the financial
         statements of the Borrower, accompanied by the certificate and
         calculations referred to in section 8.1(c), demonstrating the
         computation of such ratio, based upon the ratio in effect at the end of
         the applicable period covered (in whole or in part) by such financial
         statements.


                                       27

<PAGE>   33



                  (iii) Notwithstanding the above provisions, during any period
         when (A) the Borrower has failed to timely deliver its consolidated
         financial statements referred to in section 8.1(a) or (b), accompanied
         by the certificate and calculations referred to in section 8.1(c), (B)
         a Default under section 10.1(a) has occurred and is continuing, or (C)
         an Event of Default has occurred and is continuing, the Applicable
         Eurocurrency Margin shall be the highest rate per annum indicated
         therefor in the Pricing Grid Table, regardless of the Borrower's ratio
         of Consolidated Total Debt to Consolidated EBITDA at such time.

                  (iv) Any changes in the Applicable Eurocurrency Margin shall
         be determined by the Administrative Agent in accordance with the above
         provisions and the Administrative Agent will promptly provide notice of
         such determinations to the Borrower and the Lenders. Any such
         determination by the Administrative Agent pursuant to this section
         2.8(h) shall be conclusive and binding absent manifest error.

                              PRICING GRID TABLE
                         (EXPRESSED IN BASIS POINTS)

<TABLE>
<CAPTION>
=================================================================================================================
                         RATIO OF                                APPLICABLE
                 CONSOLIDATED TOTAL DEBT                    EUROCURRENCY MARGIN
                         TO                                         FOR                           APPLICABLE
TIER             CONSOLIDATED EBITDA                       GENERAL REVOLVING LOANS            FACILITY FEE RATE
=================================================================================================================
<S>              <C>                                      <C>                                 <C>
       V         greater than or equal to 3.00 to 1.00             185.00                            40.00
-----------------------------------------------------------------------------------------------------------------
      IV         greater than or equal to 2.50 to 1.00 
                 but less than 3.00 to 1.00                        150.00                            37.50
-----------------------------------------------------------------------------------------------------------------
      III        greater than or equal to 2.00 to 1.00 
                 but less than 2.50 to 1.00                        127.50                            35.00
-----------------------------------------------------------------------------------------------------------------
      II         greater than or equal to 1.50 to 1.00 
                 but less than 2.00 to 1.00                        107.50                            30.00
-----------------------------------------------------------------------------------------------------------------
       I         less than 1.50 to 1.00                             80.00                            20.00
-----------------------------------------------------------------------------------------------------------------
</TABLE>



         2.9. SELECTION AND CONTINUATION OF INTEREST PERIODS. (a) The Borrower
shall have the right

                  (x) at the time it gives a Notice of Borrowing, Notice of
         Conversion or Notice of Redenomination in respect of the making of,
         Conversion into, or Redenomination of, a Borrowing of General Revolving
         Loans consisting of Eurocurrency Loans, to select in such Notice the
         Interest Period to be applicable to such Borrowing, and

                  (y) prior to 1:00 P.M. (local time at the Notice Office) on
         the third Business Day prior to the expiration of an Interest Period
         applicable to a Borrowing of General Revolving Loans consisting of
         Eurocurrency Loans, to elect by giving the Administrative Agent written
         or telephonic notice (in the case of telephonic notice, promptly
         confirmed in writing if so requested by the Administrative Agent) to
         Continue all or the Minimum Borrowing Amount of the principal amount of
         such Loans as one or more Borrowings of Eurocurrency Loans and to
         select the Interest Period to be applicable to any such Borrowing (any
         such notice, a "NOTICE OF CONTINUATION"),

which Interest Period shall, at the option of the Borrower, be a one, two,
three, four, five or six month period (or if each Lender confirms to the
Administrative Agent the availability of funding for Eurodollar Loans for a
period

                                       28

<PAGE>   34



of 9 or 12 months, such 9 or 12 month period); PROVIDED, that notwithstanding
anything to the contrary contained above, the Borrower's right to select an
Interest Period or to effect any Continuation shall be subject to the applicable
provisions of section 2.10 and to the following:

                  (i) the initial Interest Period for any Borrowing of
         Eurocurrency Loans shall commence on the date of such Borrowing (the
         date of a Borrowing resulting from a Conversion, Continuation or
         Redenomination shall be the date of such Conversion, Continuation or
         Redenomination) and each Interest Period occurring thereafter in
         respect of such Borrowing shall commence on the day on which the next
         preceding Interest Period expires;

                  (ii) if any Interest Period begins on a day for which there is
         no numerically corresponding day in the calendar month at the end of
         such Interest Period, such Interest Period shall end on the last
         Business Day of such calendar month;

                  (iii) if any Interest Period would otherwise expire on a day
         which is not a Business Day, such Interest Period shall expire on the
         next succeeding Business Day, PROVIDED that if any Interest Period
         would otherwise expire on a day which is not a Business Day but is a
         day of the month after which no further Business Day occurs in such
         month, such Interest Period shall expire on the next preceding Business
         Day;

                  (iv) no Interest Period for any Eurocurrency Loan may be
         selected which would end after the Maturity Date; and

                  (v) no Interest Period may be elected at any time when a
         Default under section 10.1(a) or an Event of Default is then in
         existence unless the Required Lenders otherwise agree.

         (b) If upon the expiration of any Interest Period the Borrower has
failed to (or may not) elect a new Interest Period to be applicable to the
respective Borrowing of Eurocurrency Loans as provided above, (i) in the case of
any such Eurocurrency Loans which are denominated in Dollars, the Borrower shall
be deemed to have elected to Convert such Borrowing to Prime Rate Loans
effective as of the expiration date of such current Interest Period, and (ii) in
the case of any such Eurocurrency Loans which are denominated in an Alternative
Currency, the Borrower shall be deemed to have elected, effective as of the
expiration date of such current Interest Period, to Redenominate such Loans from
the applicable Alternative Currency into an equivalent amount thereof in
Dollars, such equivalent amount to be determined on such date by the
Administrative Agent in accordance with section 1.5, and to treat such Loans as
so Redenominated as Prime Rate Loans.

         2.10. INCREASED COSTS, ILLEGALITY, ETC. (a) In the event that (x) in
the case of clause (i) below, the Administrative Agent or (y) in the case of
clauses (ii) and (iii) below, any Lender, shall have determined on a reasonable
basis (which determination shall, absent manifest error, be final and conclusive
and binding upon all parties hereto):

                  (i) on any date for determining the Adjusted Eurocurrency Rate
         for Eurocurrency Loans denominated in Dollars or in an Alternative
         Currency for any Interest Period that, by reason of any changes arising
         after the Effective Date affecting the interbank Eurocurrency market,
         adequate and fair means do not exist for ascertaining the applicable
         interest rate on the basis provided for in the definition of Adjusted
         Eurocurrency Rate; or

                  (ii) at any time, that such Lender shall incur increased costs
         or reductions in the amounts received or receivable hereunder in an
         amount which such Lender deems material with respect to any
         Eurocurrency Loans (other than any increased cost or reduction in the
         amount received or receivable resulting from the imposition of or a
         change in the rate of taxes or similar charges) because of (x) any
         change since the Effective Date in any applicable law, governmental
         rule, regulation, guideline, order or request (whether or not having
         the force of law), or in the interpretation or administration thereof
         and including the introduction of any new law or governmental rule,
         regulation, guideline, order or request (such as, for example, but not
         limited to, a change in official reserve requirements, but, in all
         events,

                                       29

<PAGE>   35



         excluding reserves includable in the Adjusted Eurocurrency Rate
         pursuant to the definition thereof), and/or (y) other circumstances
         adversely affecting the interbank Eurocurrency market or the position
         of such Lender in such market; or

                  (iii) at any time, that the making or continuance of any
         Eurocurrency Loan denominated in Dollars or in an Alternative Currency
         has become unlawful by compliance by such Lender in good faith with any
         change since the Effective Date in any law, governmental rule,
         regulation, guideline or order, or the interpretation or application
         thereof, or would conflict with any thereof not having the force of law
         but with which such Lender customarily complies or has become
         impracticable as a result of a contingency occurring after the
         Effective Date which materially adversely affects the interbank
         Eurocurrency market;

THEN, and in any such event, such Lender (or the Administrative Agent in the
case of clause (i) above) shall (x) on or promptly following such date or time
and (y) within 10 Business Days of the date on which such event no longer exists
give notice (by telephone confirmed in writing) to the Borrower and to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other applicable Lenders).
Thereafter (x) in the case of clause (i) above, Eurocurrency Loans shall no
longer be available in the applicable currency until such time as the
Administrative Agent notifies the Borrower and the applicable Lenders that the
circumstances giving rise to such notice by the Administrative Agent no longer
exist, and any Notice of Borrowing, Notice of Continuation, Notice of Conversion
or Notice of Redenomination given by the Borrower with respect to Eurocurrency
Loans denominated in such currency which have not yet been incurred, Continued,
Converted or Redenominated shall be deemed rescinded by the Borrower or, in the
case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed
converted into a Notice of Borrowing for Prime Rate Loans to be made on the date
of Borrowing contained in such Notice of Borrowing, (y) in the case of clause
(ii) above, the Borrower shall pay to such Lender, upon written demand therefor,
such additional amounts (in the form of an increased rate of, or a different
method of calculating, interest or otherwise as such Lender shall determine) as
shall be required to compensate such Lender, for such increased costs or
reductions in amounts receivable hereunder (a written notice as to the
additional amounts owed to such Lender, showing the basis for the calculation
thereof, which basis must be reasonable, submitted to the Borrower by such
Lender shall, absent manifest error, be final and conclusive and binding upon
all parties hereto) and (z) in the case of clause (iii) above, the Borrower
shall take one of the actions specified in section 2.10(b) as promptly as
possible and, in any event, within the time period required by law.

         (b) At any time that any Eurocurrency Loan denominated in Dollars or an
Alternative Currency is affected by the circumstances described in section
2.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurocurrency Loan
affected pursuant to section 2.10(a)(iii) the Borrower shall) either (i) if the
affected Eurocurrency Loan is then being made pursuant to a Borrowing, by giving
the Administrative Agent telephonic notice (confirmed promptly in writing if
requested) thereof on the same date that the Borrower was notified by a Lender
pursuant to section 2.10(a)(ii) or (iii), cancel said Borrowing, convert the
related Notice of Borrowing into one requesting a Borrowing of Prime Rate Loans
or require the affected Lender to make its requested Loan as a Prime Rate Loan,
or (ii) if the affected Eurocurrency Loan is then outstanding, upon at least one
Business Day's notice to the Administrative Agent, require the affected Lender
to Convert each such Eurocurrency Loan denominated in Dollars into a Prime Rate
Loan, or require the affected Lender to Redenominate and Convert each such
Eurocurrency Loan denominated in an Alternative Currency into a Prime Rate Loan
denominated in Dollars, PROVIDED that if more than one Lender is affected at any
time, then all affected Lenders must be treated the same pursuant to this
section 2.10(b).

         (c) If any Lender shall have determined that after the Effective Date,
the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged by law with the interpretation or administration thereof, or
compliance by such Lender or its parent corporation with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank, or comparable agency, in each case made
subsequent to the Effective Date, has or would have the effect of reducing by an
amount reasonably deemed by such Lender to be material the rate of return on
such Lender's or its parent corporation's capital or assets as a consequence of
such Lender's commitments or obligations hereunder to a level below that which
such Lender or its parent corporation could have achieved but for such adoption,
effectiveness,

                                       30

<PAGE>   36



change or compliance (taking into consideration such Lender's or its parent
corporation's policies with respect to capital adequacy), THEN from time to
time, within 15 days after demand by such Lender (with a copy to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amount or amounts as will compensate such Lender or its parent corporation for
such reduction. Each Lender, upon determining in good faith that any additional
amounts will be payable pursuant to this section 2.10(c), will give prompt
written notice thereof to the Borrower, which notice shall set forth, in
reasonable detail, the basis of the calculation of such additional amounts,
which basis must be reasonable, although the failure to give any such notice
shall not release or diminish the Borrower's obligations to pay additional
amounts pursuant to this section 2.10(c) upon the subsequent receipt of such
notice.

         (d) Notwithstanding anything in this Agreement to the contrary, (i) no
Lender shall be entitled to compensation or payment or reimbursement of other
amounts under section 2.10, 3.5 or 5.4 for any amounts incurred or accruing more
than 180 days prior to the giving of notice to the Borrower of additional costs
or other amounts of the nature described in such sections, and (ii) no Lender
shall demand compensation for any reduction referred to in section 2.10(c) or
payment or reimbursement of other amounts under section 3.5 or 5.4 if it shall
not at the time be the general policy or practice of such Lender to demand such
compensation, payment or reimbursement in similar circumstances under comparable
provisions of other syndicated credit agreements.

         2.11. BREAKAGE COMPENSATION. The Borrower shall compensate each
applicable Lender, upon its written request (which request shall set forth the
detailed basis for requesting and the method of calculating such compensation),
for all reasonable losses (including loss of profits), expenses and liabilities
(including, without limitation, any loss, expense or liability incurred by
reason of the liquidation or reemployment of deposits or other funds required by
such Lender to fund its Eurocurrency Loans or Money Market Rate Loans) which
such Lender may sustain: (i) if for any reason (other than a default by such
Lender or the Administrative Agent), (A) a Borrowing of Eurocurrency Loans by
the Borrower does not occur on a date specified therefor in a Notice of
Borrowing, Notice of Continuation, Notice of Conversion or Notice of
Redenomination (whether or not rescinded or withdrawn by or on behalf of the
Borrower or deemed rescinded or withdrawn pursuant to section 2.10(a)), or (B) a
Borrowing of Money Market Rate Loans by the Borrower does not occur on a date
specified therefor in a Notice of Borrowing; (ii) if any repayment, prepayment,
Continuation, Conversion or Redenomination of any of its Eurocurrency Loans
occurs on a date which is not the last day of an Interest Period applicable
thereto; (iii) if any repayment or prepayment of any of the Borrower's Money
Market Rate Loans occurs on a date which is not the maturity date thereof; (iv)
if any prepayment of any of its Eurocurrency Loans or Money Market Rate Loans,
as the case may be, is not made on any date specified in a notice of prepayment
given by the Borrower; (v) if such Lender transfers its Eurocurrency Loans
pursuant to a request by the Borrower under section 2.12(b) hereof; or (vi) as a
consequence of (x) any other default by the Borrower to repay its Eurocurrency
Loans or Money Market Rate Loans, as the case may be, when required by the terms
of this Agreement or (y) an election made pursuant to section 2.10(b).

         2.12. CHANGE OF LENDING OFFICE; REPLACEMENT OF LENDERS. (a) Each Lender
agrees that, upon the occurrence of any event giving rise to the operation of
section 2.10(a)(ii) or (iii), 2.10(c), 3.5 or 5.4 with respect to such Lender,
it will, if requested by the Borrower, use reasonable efforts (subject to
overall policy considerations of such Lender) to designate another Applicable
Lending Office for any Loans or Commitment affected by such event, PROVIDED that
such designation is made on such terms that such Lender and its Applicable
Lending Office suffer no material economic, legal or regulatory disadvantage,
with the object of avoiding the consequence of the event giving rise to the
operation of any such section. All terms of this Agreement shall apply to any
Applicable Lending Office and the Loans and any Notes issued hereunder shall be
deemed held by each Lender for the benefit of its Applicable Lending Office.

         (b) If any Lender requests any compensation, reimbursement or other
payment under section 2.10(a)(ii) or (iii), 2.10(c) or 3.5 with respect to such
Lender, or if the Borrower is required to pay any additional amount to any
Lender or governmental authority pursuant to section 5.4, or if any Lender is a
Defaulting Lender, or if any Lender notifies the Administrative Agent that it is
exercising any right under this Agreement not to fund or maintain a Eurocurrency
Loan denominated in Dollars or in an Alternative Currency which the other
Lenders are willing or prepared to fund or maintain, THEN the Borrower 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 the

                                       31

<PAGE>   37



restrictions contained in section 12.4(c)), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); PROVIDED that (i) the Borrower shall have received the prior
written consent of the Administrative Agent, which consent shall not be
unreasonably 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
(to the extent of such outstanding principal and accrued interest and fees) or
the Borrower (in the case of all other amounts, including any breakage
compensation under section 2.11 hereof), and (iii) in the case of any such
assignment resulting from a claim for compensation, reimbursement or other
payments required to be made under section 2.10(a)(ii) or (iii), 2.10(c) or 3.5
with respect to such Lender, or resulting from any required payments to any
Lender or governmental authority pursuant to section 5.4, such assignment will
result in a reduction in such compensation, reimbursement 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 Borrower to require such assignment and delegation cease to apply.

         (c) Nothing in this section 2.12 shall affect or postpone any of the
obligations of any Borrower or the right of any Lender provided in section 2.10,
3.5 or 5.4.

         2.13. EUROPEAN ECONOMIC AND MONETARY UNION. The applicable provisions
of the foregoing section 2 and the other provisions of this Agreement which
relate to Alternative Currencies are subject to the following provisions:

         (a) DEFINITIONS. In this section 2.13 and in each other provision of
this Agreement to which reference is made expressly or impliedly, the following
terms have the meanings given to them in this section 2.13:

                  "COMMENCEMENT OF THE THIRD STAGE OF EMU" shall mean the date
         of commencement of the third stage of EMU (at the date hereof expected
         to be January 1, 1999) or the date on which circumstances arise which
         (in the opinion of the Administrative Agent) have substantially the
         same effect and result in substantially the same consequences as
         commencement of the third stage of EMU as contemplated by the Treaty on
         European Union.

                  "EMU" shall mean the economic and monetary union as
         contemplated by the Treaty on European Union.

                  "EMU LEGISLATION" shall mean legislative measures of the
         European Council for the introduction of, changeover to or operation of
         a single or unified European currency (whether known as the euro or
         otherwise), being in part the implementation of the third stage of EMU.

                  "EURO" shall mean the single currency of participating member
states of the European Union.

                  "EURO UNIT" shall mean the currency unit of one euro.

                  "NATIONAL CURRENCY UNIT" shall mean the unit of currency
         (other than a euro unit) of a participating member state.

                  "PARTICIPATING MEMBER STATE" shall mean each state so
described in any EMU legislation.

                  "TREATY ON EUROPEAN UNION" shall mean the Treaty of Rome of
         March 25, 1957, as amended by the Single European Act 1986 and the
         Maastricht Treaty (which was signed in Maastricht on February 7, 1992,
         and came into force on November 1, 1993), as amended from time to time.

         (b) EFFECTIVENESS OF PROVISIONS. The provisions of paragraphs (c) to
(j) below (inclusive) shall be effective at and from the time commencement of
the third stage of EMU, PROVIDED, that, if and to the extent that any such
provision relates to any state (or currency of such state) that is not a
participating member state on the

                                       32

<PAGE>   38



commencement of the third stage of EMU, such provision shall become effective in
relation to such state (and the currency of such state) at and from the date on
which such state becomes a participating member state.

         (c) REDENOMINATION AND ALTERNATIVE CURRENCIES. Each obligation under
this Agreement of a party to this Agreement which has been denominated in the
national currency unit or a participating member state shall be Redenominated
into the euro unit in accordance with the EMU legislation, PROVIDED, that if and
to the extent that any EMU legislation provides that following the commencement
of the third stage of EMU an amount denominated either in the euro or in the
national currency unit of a participating member state and payable within that
participating member state by crediting an account of the creditor can be paid
by the debtor either in the euro unit or in that national currency unit, each
party to this Agreement shall be entitled to pay or repay such amount either in
the euro unit or in such national currency unit.

         (d) LOANS. Any Loan in the currency of a participating member state
shall be made in the euro unit, PROVIDED, that if and to the extent that any EMU
legislation provides that following the commencement of the third stage of EMU
an amount denominated either in the euro or in the national currency unit of a
participating member state and payable within that participating member state by
crediting an account of the creditor can be paid by the debtor either in the
euro unit or in that national currency unit, such Loan shall be made either in
the euro unit or in such national currency unit, as selected by the Borrower.

         (e) BUSINESS DAYS. With respect to any amount denominated or to be
denominated in the euro or a national currency unit, any reference to a
"Business Day" shall be construed as a reference to a day (other than a Saturday
or a Sunday) on which banks are generally open for business in (i) Cleveland,
Ohio; and (ii) on which prime banks in the London, England interbank market will
provide quotations for deposits in the relevant currency.

         (f) PAYMENTS TO THE ADMINISTRATIVE AGENT. Sections 5.3 and 5.4 shall be
construed so that, in relation to the payment of any amount of euro units or
national currency units, such amount shall be made available to the
Administrative Agent in immediately available, freely transferable, cleared
funds to the Payment Office, or such account with such bank in Frankfurt am
Main, Germany (or such principal financial center in such participating member
state or states as the Administrative Agent may from time to time nominate for
this purpose), as the Administrative Agent shall from time to time nominate for
this purpose.

         (g) PAYMENTS MADE BY THE ADMINISTRATIVE AGENT TO THE LENDERS. Any
amount payable by the Administrative Agent to the Lenders under this Agreement
in the currency of a participating member state shall be paid in the euro unit.

         (h) PAYMENTS BY THE ADMINISTRATIVE AGENT GENERALLY. With respect to the
payment of any amount denominated in the euro or in a national currency unit,
the Administrative Agent shall not be liable to the Borrower or any of the
Lenders in any way whatsoever for any delay, or the consequences of any delay,
in the crediting to any account of any amount required by this Agreement to be
paid by the Administrative Agent if the Administrative Agent shall have taken
all relevant steps to achieve, on the date required by this Agreement, the
payment of such amount in immediately available, freely transferable, cleared
funds (in the euro unit or, as the case may be, in a national currency unit) to
the account of the bank in the principal financial center in the participating
member state which the Borrower or, as the case may be, any Lender shall have
specified for such purpose. In this paragraph (h), "all relevant steps" means
all such steps as may be prescribed from time to time by the regulations or
operating procedures of such clearing or settlement system as the Administrative
Agent may from time to time determine for the purpose of clearing or settling
payments of the euro.

         (i) BASIS OF ACCRUAL. If the basis of accrual of interest or Fees
expressed in this Agreement with respect to the currency of any state that
becomes a participating member state shall be inconsistent with any convention
or practice in the London Interbank Market or otherwise provided in this
Agreement for the basis of accrual of interest or fees in respect of the euro,
such convention or practice shall replace such expressed basis effective as of
and from the date on which such state becomes a participating member state;
PROVIDED, that if any Loan in the currency of such state is outstanding
immediately prior to such date, such replacement shall take effect, with respect
to such Loan, at the end of the then current Interest Period.

                                       33

<PAGE>   39



         (j) ROUNDING AND OTHER CONSEQUENTIAL CHANGES. Without prejudice and in
addition to any method of conversion or rounding prescribed by EMU legislation
and without prejudice to the respective liabilities for indebtedness of the
Borrower to the Lenders and the Lenders to the Borrower under or pursuant to
this Agreement:

                  (i) each reference in this Agreement to a minimum amount (or
         an integral multiple thereof) in a national currency unit to be paid to
         or by the Administrative Agent shall be replaced by a reference to such
         reasonably comparable and convenient amount (or an integral multiple
         thereof) in the euro unit as the Administrative Agent may from time to
         time specify; and

                  (ii) except as expressly provided in this section 2.13, each
         provision of this Agreement shall be subject to such reasonable changes
         of construction as the Administrative Agent may from time to time
         specify to be necessary or appropriate to reflect the introduction of
         or changeover to the euro in participating member states.

         (k) INCREASED COSTS. If (i) any Lender shall incur any amount of any
cost or increased cost, or suffer any reduction in any amount payable to or in
the effective return on its capital to, such Lender or any holding company of
such Lender directly in connection with this Agreement, which such Lender
considers material, as a result of the introduction of, changeover to or
operation of the euro in any participating member state, other than any such
cost or reduction or amount foregone reflected in the Adjusted Eurocurrency
Rate, and (ii) at the time it shall be the general policy or practice of a
reasonable number of major financial institutions based in the United States to
provide under comparable provisions of other syndicated credit agreements for
the reimbursement, compensation or payment by other borrowers of such amounts in
similar circumstances, the Borrower will negotiate in good faith with the
Administrative Agent for an amendment to this Agreement providing for the
inclusion herein of provisions of the nature so included in such other
syndicated credit agreements.


         SECTION 3. LETTERS OF CREDIT.

         3.1. LETTERS OF CREDIT. (a) Subject to and upon the terms and
conditions herein set forth, the Borrower may request a Letter of Credit Issuer
at any time and from time to time on or after the Closing Date and prior to the
date that is 15 Business Days prior to the Maturity Date to issue, for the
account of the Borrower or any of its Subsidiaries (the Borrower or any such
Subsidiary, a "LETTER OF CREDIT OBLIGOR"), and in support of industrial
development revenue bonds, pollution control bonds, worker compensation,
liability insurance, releases of contract retention obligations, contract
performance guarantee requirements and other bonding obligations of the Borrower
or any such other Letter of Credit Obligor incurred in the ordinary course of
its business, and such other standby obligations of the Borrower and the other
Letter of Credit Obligors that are acceptable to the Letter of Credit Issuer,
and subject to and upon the terms and conditions herein set forth, such Letter
of Credit Issuer agrees to issue from time to time, irrevocable standby letters
of credit denominated and payable in Dollars or an Alternative Currency in such
form as may be approved by such Letter of Credit Issuer and the Administrative
Agent (each such letter of credit (and each Existing Letter of Credit described
in section 3.1(d)), a "LETTER OF CREDIT" and collectively, the "LETTERS OF
CREDIT").

         (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be
issued the Stated Amount of which, when added to the Letter of Credit
Outstandings at such time, would exceed either (x) $25,000,000 or (y) when added
to the aggregate principal amount of all General Revolving Loans and Swing Line
Revolving Loans then outstanding, an amount equal to the Total General Revolving
Commitment at such time; and (ii) each Letter of Credit shall have an expiry
date (including any renewal periods) occurring not later than 15 Business Days
prior to the Maturity Date, in each case on terms acceptable to the
Administrative Agent and the relevant Letter of Credit Issuer.

         (c) Notwithstanding the foregoing, in the event a Lender Default
exists, no Letter of Credit Issuer shall be required to issue any Letter of
Credit unless either (i) such Letter of Credit Issuer has entered into
arrangements satisfactory to it and the Borrower to eliminate such Letter of
Credit Issuer's risk with respect to the participation in Letters of Credit of
the Defaulting Lender or Lenders, including by cash collateralizing such
Defaulting Lender's or Lenders' General Revolving Facility Percentage of the
Letter of Credit Outstandings; or (ii) the issuance of such

                                       34

<PAGE>   40



Letter of Credit, taking into account the potential failure of the Defaulting
Lender or Lenders to risk participate therein, will not cause the Letter of
Credit Issuer to incur aggregate credit exposure hereunder with respect to
General Revolving Loans and Letter of Credit Outstandings in excess of its
General Revolving Commitment, and the Borrower has undertaken, for the benefit
of such Letter of Credit Issuer, pursuant to an instrument satisfactory in form
and substance to such Letter of Credit Issuer, not to thereafter incur Loans or
Letter of Credit Outstandings hereunder which would cause the Letter of Credit
Issuer to incur aggregate credit exposure hereunder with respect to General
Revolving Loans and Letter of Credit Outstandings in excess of its General
Revolving Commitment.

         (d) Annex VII hereto contains a description of all letters of credit
outstanding on, and to continue in effect after, the Effective Date. Each such
letter of credit issued by a bank that is or becomes a Lender under this
Agreement on the Effective Date (each, an "EXISTING LETTER OF CREDIT") shall
constitute a "Letter of Credit" for all purposes of this Agreement, issued, for
purposes of section 3.4(a), on the Effective Date, and the Borrower, the
Administrative Agent and the applicable Lenders hereby agree that, from and
after such date, the terms of this Agreement shall apply to such Letters of
Credit, superseding any other agreement theretofore applicable to them to the
extent inconsistent with the terms hereof.

         (e)      Without limitation of section 3.1(d):

                  (i) The Existing Letters of Credit include four letters of
         credit (the "BOND LETTERS OF CREDIT", and individually a "BOND LETTER
         OF CREDIT") issued by Dresdner Bank AG, New York Branch (in such
         capacity, the "BOND LETTER OF CREDIT ISSUER"), in the aggregate face
         amount of $15,912,603 to support payments on certain IDB Debt, as more
         fully identified on Annex VII hereto.

                  (ii) Each Lender agrees to risk participate in such
         outstanding Bond Letters of Credit as provided herein. Except to the
         extent relating to fees and inconsistent with the terms hereof (in
         which case the inconsistent terms herein shall govern), the provisions
         of the four Reimbursement Agreements applicable to such Bond Letters of
         Credit, as identified in Annex VII hereto, shall continue to govern
         such Bond Letters of Credit.

                  (iii) Notwithstanding anything to the contrary in any such
         Reimbursement Agreement, the fees payable in connection with each Bond
         Letter of Credit to be shared with the Lenders shall accrue from the
         Effective Date at the rate provided in section 4.1(b).

         3.2. LETTER OF CREDIT REQUESTS: NOTICES OF ISSUANCE. (a) Whenever it
desires that a Letter of Credit be issued, the Borrower shall give the
Administrative Agent and the Letter of Credit Issuer written or telephonic
notice (in the case of telephonic notice, promptly confirmed in writing if so
requested by the Administrative Agent) which, if in the form of written notice
shall be substantially in the form of Exhibit B-3, or transmit by electronic
communication (if arrangements for doing so have been approved by the Letter of
Credit Issuer), prior to 12:00 noon (local time at its Notice Office) at least
three Business Days (or such shorter period as may be acceptable to the relevant
Letter of Credit Issuer) prior to the proposed date of issuance (which shall be
a Business Day) (each a "LETTER OF CREDIT REQUEST"), which Letter of Credit
Request shall include such supporting documents that such Letter of Credit
Issuer customarily requires in connection therewith (including, in the case of a
Letter of Credit for an account party other than the Borrower, an application
for, and if applicable a reimbursement agreement with respect to, such Letter of
Credit). Any such documents executed in connection with the issuance of a Letter
of Credit, including the Letter of Credit itself, are herein referred to as
"LETTER OF CREDIT DOCUMENTS". In the event of any inconsistency between any of
the terms or provisions of any Letter of Credit Document and the terms and
provisions of this Agreement respecting Letters of Credit, the terms and
provisions of this Agreement shall control. The Administrative Agent shall
promptly notify each Lender of each Letter of Credit Request.

         (b) Each Letter of Credit Issuer shall, on the date of each issuance of
a Letter of Credit by it, give the Administrative Agent, each applicable Lender
and the Borrower written notice of the issuance of such Letter of Credit,
accompanied by a copy to the Administrative Agent of the Letter of Credit or
Letters of Credit issued by it. Each Letter of Credit Issuer shall provide to
the Administrative Agent a quarterly (or monthly if requested by any applicable
Lender) summary describing each Letter of Credit issued by such Letter of Credit
Issuer and then

                                       35

<PAGE>   41



outstanding and an identification for the relevant period of the daily aggregate
Letter of Credit Outstandings represented by Letters of Credit issued by such
Letter of Credit Issuer.

         3.3. AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The Borrower
hereby agrees to reimburse (or cause any Letter of Credit Obligor for whose
account a Letter of Credit was issued to reimburse) each Letter of Credit
Issuer, by making payment directly to such Letter of Credit Issuer in
immediately available funds at the payment office of such Letter of Credit
Issuer, for any payment or disbursement made by such Letter of Credit Issuer
under any Letter of Credit (each such amount so paid or disbursed until
reimbursed, an "UNPAID DRAWING") immediately after, and in any event on the date
on which, such Letter of Credit Issuer notifies the Borrower (or any such other
Letter of Credit Obligor for whose account such Letter of Credit was issued) of
such payment or disbursement (which notice to the Borrower (or such other Letter
of Credit Obligor) shall be delivered reasonably promptly after any such payment
or disbursement), such payment to be made in Dollars (and in the amount which is
the Dollar equivalent of any such payment or disbursement made or denominated in
an Alternative Currency), with interest on the amount so paid or disbursed by
such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M.
(local time at the payment office of the Letter of Credit Issuer) on the date of
such payment or disbursement, from and including the date paid or disbursed to
but not including the date such Letter of Credit Issuer is reimbursed therefor
at a rate per annum which shall be the rate then applicable to General Revolving
Loans which are Prime Rate Loans plus an additional 2% per annum, any such
interest also to be payable on demand.

         (b) The Borrower's obligation under this section 3.3 to reimburse, or
cause another Letter of Credit Obligor to reimburse, each Letter of Credit
Issuer with respect to Unpaid Drawings (including, in each case, interest
thereon) shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which the
Borrower or any other Letter of Credit Obligor may have or have had against such
Letter of Credit Issuer, the Administrative Agent, any other Letter of Credit
Issuer or any Lender, including, without limitation, any defense based upon the
failure of any drawing under a Letter of Credit to conform to the terms of the
Letter of Credit or any non-application or misapplication by the beneficiary of
the proceeds of such drawing, PROVIDED, HOWEVER that the Borrower shall not be
obligated to reimburse, or cause another Letter of Credit Obligor to reimburse,
a Letter of Credit Issuer for any wrongful payment made by such Letter of Credit
Issuer under a Letter of Credit as a result of acts or omissions constituting
willful misconduct or gross negligence on the part of such Letter of Credit
Issuer.

         3.4. LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the issuance
by a Letter of Credit Issuer of any Letter of Credit (and on the Closing Date
with respect to any Existing Letter of Credit), such Letter of Credit Issuer
shall be deemed to have sold and transferred to each Lender with a Commitment
under the General Revolving Facility, and each such Lender (each a
"PARTICIPANT") shall be deemed irrevocably and unconditionally to have purchased
and received from such Letter of Credit Issuer, without recourse or warranty, an
undivided interest and participation, to the extent of such Lender's General
Revolving Facility Percentage, in such Letter of Credit, each substitute letter
of credit, each drawing made thereunder, the obligations of the Borrower under
this Agreement with respect thereto (although Letter of Credit Fees shall be
payable directly to the Administrative Agent for the account of the Lenders as
provided in section 4.1(b) and the Participants shall have no right to receive
any portion of any fees of the nature contemplated by section 4.1(c)), the
obligations of any Letter of Credit Obligor under any Letter of Credit Documents
pertaining thereto, and any security for, or guaranty pertaining to, any of the
foregoing. Upon any change in the General Revolving Commitments of the Lenders
pursuant to section 12.4(c), it is hereby agreed that, with respect to all
outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic
adjustment to the participations pursuant to this section 3.4 to reflect the new
General Revolving Facility Percentages of the assigning and assignee Lender.

         (b) In determining whether to pay under any Letter of Credit, a Letter
of Credit Issuer shall not have any obligation relative to the Participants
other than to determine that any documents required to be delivered under such
Letter of Credit have been delivered and that they appear to comply on their
face with the requirements of such Letter of Credit. Any action taken or omitted
to be taken by a Letter of Credit Issuer under or in connection with any Letter
of Credit if taken or omitted in the absence of gross negligence or willful
misconduct, shall not create for such Letter of Credit Issuer any resulting
liability.


                                       36

<PAGE>   42



         (c) In the event that a Letter of Credit Issuer makes any payment under
any Letter of Credit and the Borrower shall not have reimbursed (or caused any
applicable Letter of Credit Obligor to reimburse) such amount in full to such
Letter of Credit Issuer pursuant to section 3.3(a), such Letter of Credit Issuer
shall promptly notify the Administrative Agent, and the Administrative Agent
shall promptly notify each Participant of such failure, and each Participant
shall promptly and unconditionally pay to the Administrative Agent for the
account of such Letter of Credit Issuer, the amount of such Participant's
General Revolving Facility Percentage of such payment in U.S. Dollars (the
Administrative Agent having determined in the case of any payment by a Letter of
Credit Issuer made in an Alternative Currency the equivalent thereof in Dollars)
and in same day funds, PROVIDED, HOWEVER, that no Participant shall be obligated
to pay to the Administrative Agent its General Revolving Facility Percentage of
such unreimbursed amount for any wrongful payment made by such Letter of Credit
Issuer under a Letter of Credit as a result of acts or omissions constituting
willful misconduct or gross negligence on the part of such Letter of Credit
Issuer. If the Administrative Agent so notifies any Participant required to fund
a payment under a Letter of Credit prior to 11:00 A.M. (local time at its Notice
Office) on any Business Day, such Participant shall make available to the
Administrative Agent for the account of the relevant Letter of Credit Issuer
such Participant's General Revolving Facility Percentage of the amount of such
payment on such Business Day in same day funds. If and to the extent such
Participant shall not have so made its General Revolving Facility Percentage of
the amount of such payment available to the Administrative Agent for the account
of the relevant Letter of Credit Issuer, such Participant agrees to pay to the
Administrative Agent for the account of such Letter of Credit Issuer, forthwith
on demand such amount, together with interest thereon, for each day from such
date until the date such amount is paid to the Administrative Agent for the
account of such Letter of Credit Issuer at the Federal Funds Effective Rate. The
failure of any Participant to make available to the Administrative Agent for the
account of the relevant Letter of Credit Issuer its General Revolving Facility
Percentage of any payment under any Letter of Credit shall not relieve any other
Participant of its obligation hereunder to make available to the Administrative
Agent for the account of such Letter of Credit Issuer its General Revolving
Facility Percentage of any payment under any Letter of Credit on the date
required, as specified above, but no Participant shall be responsible for the
failure of any other Participant to make available to the Administrative Agent
for the account of such Letter of Credit Issuer such other Participant's General
Revolving Facility Percentage of any such payment.

         (d) Whenever a Letter of Credit Issuer receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of such Letter of Credit Issuer any payments from the Participants
pursuant to section 3.4(c) above, such Letter of Credit Issuer shall pay to the
Administrative Agent and the Administrative Agent shall promptly pay to each
Participant which has paid its General Revolving Facility Percentage thereof, in
U.S. dollars and in same day funds, an amount equal to such Participant's
General Revolving Facility Percentage of the principal amount thereof and
interest thereon accruing after the purchase of the respective participations,
as and to the extent so received.

         (e) The obligations of the Participants to make payments to the
Administrative Agent for the account of each Letter of Credit Issuer with
respect to Letters of Credit shall be irrevocable and not subject to
counterclaim, set-off or other defense or any other qualification or exception
whatsoever and shall be made in accordance with the terms and conditions of this
Agreement under all circumstances, including, without limitation, any of the
following circumstances:

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

                  (ii) the existence of any claim, set-off defense or other
         right which the Borrower (or any other Letter of Credit Obligor) may
         have at any time against a beneficiary named in a Letter of Credit, any
         transferee of any Letter of Credit (or any person for whom any such
         transferee may be acting), the Administrative Agent, any Letter of
         Credit Issuer, any Lender, or other person, whether in connection with
         this Agreement, any Letter of Credit, the transactions contemplated
         herein or any unrelated transactions (including any underlying
         transaction between the Borrower (or any other Letter of Credit
         Obligor) and the beneficiary named in any such Letter of Credit), other
         than any claim which the Borrower (or any other Letter of Credit
         Obligor which is the account party with respect to a Letter of Credit)
         may have against any

                                       37

<PAGE>   43



         applicable Letter of Credit Issuer for gross negligence or wilful
         misconduct of such Letter of Credit Issuer in making payment under any
         applicable Letter of Credit;

                  (iii) any draft, certificate or other document presented under
         the Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;

                  (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents: or

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

         (f) To the extent the Letter of Credit Issuer is not indemnified by the
Borrower, the Participants will reimburse and indemnify the Letter of Credit
Issuer, in proportion to their respective General Revolving Facility
Percentages, for and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, costs, expenses or disbursements
of whatsoever kind or nature which may be imposed on, asserted against or
incurred by the Letter of Credit Issuer in performing its respective duties in
any way related to or arising out of its issuance of Letters of Credit, PROVIDED
that no Participants shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, claims, actions, judgments, costs,
expenses or disbursements resulting from the Letter of Credit Issuer's gross
negligence or willful misconduct.

         3.5. INCREASED COSTS. If after the Effective Date, the adoption of any
applicable law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Letter of Credit Issuer or any Lender with any
request or directive (whether or not having the force of law) by any such
authority, central bank or comparable agency (in each case made subsequent to
the Effective Date) shall either (i) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against Letters of
Credit issued by such Letter of Credit Issuer or such Lender's participation
therein, or (ii) shall impose on such Letter of Credit Issuer or any Lender any
other conditions affecting this Agreement, any Letter of Credit or such Lender's
participation therein; and the result of any of the foregoing is to increase the
cost to such Letter of Credit Issuer or such Lender of issuing, maintaining or
participating in any Letter of Credit, or to reduce the amount of any sum
received or receivable by such Letter of Credit Issuer or such Lender hereunder
(other than any increased cost or reduction in the amount received or receivable
resulting from the imposition of or a change in the rate of taxes or similar
charges), then, upon demand to the Borrower by such Letter of Credit Issuer or
such Lender (a copy of which notice shall be sent by such Letter of Credit
Issuer or such Lender to the Administrative Agent), the Borrower shall pay to
such Letter of Credit Issuer or such Lender such additional amount or amounts as
will compensate any such Letter of Credit Issuer or such Lender for such
increased cost or reduction. A certificate submitted to the Borrower by any
Letter of Credit Issuer or any Lender, as the case may be (a copy of which
certificate shall be sent by such Letter of Credit Issuer or such Lender to the
Administrative Agent), setting forth, in reasonable detail, the basis for the
determination of such additional amount or amounts necessary to compensate any
Letter of Credit Issuer or such Lender as aforesaid shall be conclusive and
binding on the Borrower absent manifest error, although the failure to deliver
any such certificate shall not release or diminish any of the Borrower's
obligations to pay additional amounts pursuant to this section 3.5. Reference is
hereby made to the provisions of section 2.10(d) for certain limitations upon
the rights of a Letter of Credit Issuer or Lender under this section.

         3.6. GUARANTY OF LETTER OF CREDIT OBLIGATIONS OF OTHER LETTER OF CREDIT
OBLIGORS. (a) The Borrower hereby unconditionally guarantees, for the benefit of
the Administrative Agent and the Lenders, the full and punctual payment of the
Obligations of each other Letter of Credit Obligor under each Letter of Credit
Document to which such other Letter of Credit Obligor is now or hereafter
becomes a party. Upon failure by any such other Letter of Credit Obligor to pay
punctually any such amount, the Borrower shall forthwith on demand by the
Administrative Agent pay the amount not so paid at the place and in the currency
and otherwise in the manner specified in this Agreement or any applicable Letter
of Credit Document.


                                       38

<PAGE>   44



         (b) As a separate, additional and continuing obligation, the Borrower
unconditionally and irrevocably undertakes and agrees, for the benefit of the
Administrative Agent and the Lenders, that, should any amounts not be
recoverable from the Borrower under section 3.6(a) for any reason whatsoever
(including, without limitation, by reason of any provision of any Credit
Document or any other agreement or instrument executed in connection therewith
being or becoming void, unenforceable, or otherwise invalid under any applicable
law) then, notwithstanding any notice or knowledge thereof by any Lender, the
Administrative Agent, any of their respective Affiliates, or any other person,
at any time, the Borrower as sole, original and independent obligor, upon demand
by the Administrative Agent, will make payment to the Administrative Agent, for
the account of the Lenders and the Administrative Agent, of all such obligations
not so recoverable by way of full indemnity, in such currency and otherwise in
such manner as is provided in the Credit Documents.

         (c) The obligations of the Borrower under this section shall be
unconditional and absolute and, without limiting the generality of the foregoing
shall not be released, discharged or otherwise affected by the occurrence, one
or more times, of any of the following:

                  (i) any extension, renewal, settlement, compromise, waiver or
         release in respect to any obligation of any other Letter of Credit
         Obligor under any Letter of Credit Document, by operation of law or
         otherwise;

                  (ii) any modification or amendment of or supplement to this
         Agreement, any Note or any other Credit Document;

                  (iii) any release, non-perfection or invalidity of any direct
         or indirect security for any obligation of the Borrower under this
         Agreement, any Note or any other Credit Document or of any other Letter
         of Credit Obligor under any Letter of Credit Document;

                  (iv) any change in the corporate existence, structure or
         ownership of any other Letter of Credit Obligor or any insolvency,
         bankruptcy, reorganization or other similar proceeding affecting any
         other Letter of Credit Obligor or its assets or any resulting release
         or discharge of any obligation of any other Letter of Credit Obligor
         contained in any Letter of Credit Document;

                  (v) the existence of any claim, set-off or other rights which
         the Borrower may have at any time against any other Letter of Credit
         Obligor, the Administrative Agent, any Lender or any other person,
         whether in connection herewith or any unrelated transactions;

                  (vi) any invalidity or unenforceability relating to or against
         any other Letter of Credit Obligor for any reason of any Letter of
         Credit Document, or any provision of applicable law or regulation
         purporting to prohibit the payment by any other Letter of Credit
         Obligor of any Obligations in respect of any Letter of Credit; or

                  (vii) any other act or omission to act or delay of any kind by
         any other Letter of Credit Obligor, the Administrative Agent, any
         Lender or any other person or any other circumstance whatsoever which
         might, but for the provisions of this section, constitute a legal or
         equitable discharge of the Borrower's obligations under this section.

         (d) The Borrower's obligations under this section shall remain in full
force and effect until the Commitments shall have terminated and the principal
of and interest on the Notes and all other amounts payable by the Borrower under
the Credit Documents and by any other Letter of Credit Obligor under the Letter
of Credit Documents shall have been paid in full. If at any time any payment of
any of the Obligations of any other Letter of Credit Obligor in respect of any
Letter of Credit Documents is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of such other Letter
of Credit Obligor, the Borrower's obligations under this section with respect to
such payment shall be reinstated at such time as though such payment had been
due but not made at such time.


                                       39

<PAGE>   45



         (e) The Borrower irrevocably waives acceptance hereof, presentment,
demand, protest and any notice not provided for herein, as well as any
requirement that at any time any action be taken by any person against any other
Letter of Credit Obligor or any other person, or against any collateral or
guaranty of any other person.

         (f) Until the indefeasible payment in full of all of the Obligations
and the termination of the Commitments of the Lenders hereunder, the Borrower
shall have no rights, by operation of law or otherwise, upon making any payment
under this section to be subrogated to the rights of the payee against any other
Letter of Credit Obligor with respect to such payment or otherwise to be
reimbursed, indemnified or exonerated by any other Letter of Credit Obligor in
respect thereof.

         (g) In the event that acceleration of the time for payment of any
amount payable by any other Letter of Credit Obligor under any Letter of Credit
Document is stayed upon insolvency, bankruptcy or reorganization of such other
Letter of Credit Obligor, all such amounts otherwise subject to acceleration
under the terms of any applicable Letter of Credit Document shall nonetheless be
payable by the Borrower under this section forthwith on demand by the
Administrative Agent.


         SECTION 4.        FEES; COMMITMENTS.

         4.1. FEES. (a) FACILITY FEE. (i) The Borrower agrees to pay to the
Administrative Agent a Facility Fee ("FACILITY FEE") for the account of each
Non-Defaulting Lender which has a General Revolving Commitment for the period
from and including the Effective Date to but not including the date the Total
General Revolving Commitment has been terminated, which, for any such Lender,
shall be computed on the daily amount of the General Revolving Commitment of
such Lender, whether used or unused, at the Applicable Facility Fee Rate,
payable quarterly in arrears on the last Business Day of each March, June,
September and December and on the Maturity Date, commencing with the last
Business Day of December 1998 for the period from the Effective Date to such
date.

         (ii) As used herein, the term "APPLICABLE FACILITY FEE RATE" means the
particular rate per annum determined by the Administrative Agent in accordance
with the Pricing Grid Table which appears in section 2.8(h), based on the
Borrower's ratio of Consolidated Total Debt to Consolidated EBITDA and such
Pricing Grid Table, and the following provisions:

                  (A) Initially, until changed hereunder in accordance with the
         following provisions, the Applicable Facility Fee Rate will be 40 basis
         points per annum.

                  (B) Commencing with the fiscal quarter of the Borrower ended
         on or nearest to March 31, 1999, and continuing with each fiscal
         quarter thereafter, the Administrative Agent will determine the
         Applicable Facility Fee Rate in accordance with the Pricing Grid Table,
         based on the Borrower's ratio of (x) Consolidated Total Debt as of the
         end of the fiscal quarter, to (y) Consolidated EBITDA for the Testing
         Period ended on the last day of the fiscal quarter, and identified in
         such Table. Changes in the Applicable Facility Fee Rate based upon
         changes in such ratio shall become effective on the first day of the
         month following the receipt by the Administrative Agent pursuant to
         section 8.1(a) or (b) of the financial statements of the Borrower,
         accompanied by the certificate and calculations referred to in section
         8.1(c), demonstrating the computation of such ratio, based upon the
         ratio in effect at the end of the applicable period covered (in whole
         or in part) by such financial statements.

                  (C) Notwithstanding the above provisions, during any period
         when (1) the Borrower has failed to timely deliver its consolidated
         financial statements referred to in section 8.1(a) or (b), accompanied
         by the certificate and calculations referred to in section 8.1(c), (2)
         a Default under section 10.1(a) has occurred and is continuing, or (3)
         an Event of Default has occurred and is continuing, the Applicable
         Facility Fee Rate shall be the highest rate per annum indicated
         therefor in the Pricing Grid Table, regardless of the Borrower's ratio
         of Consolidated Total Debt to Consolidated EBITDA at such time.


                                       40

<PAGE>   46



                  (D) Any changes in the Applicable Facility Fee Rate shall be
         determined by the Administrative Agent in accordance with the above
         provisions and the Administrative Agent will promptly provide notice of
         such determinations to the Borrower and the Lenders. Any such
         determination by the Administrative Agent pursuant to this section
         4.1(a) shall be conclusive and binding absent manifest error.

         (b) LETTER OF CREDIT FEES. The Borrower agrees to pay to the
Administrative Agent, for the account of each Non-Defaulting Lender which has a
General Revolving Commitment, PRO RATA on the basis of its General Revolving
Facility Percentage, a fee in respect of each Letter of Credit (the "LETTER OF
CREDIT FEE"), computed for each day at the rate per annum equal to the
Applicable Eurocurrency Margin then in effect, on the Stated Amount of all
Letters of Credit outstanding on such day. Accrued Letter of Credit Fees shall
be payable on the last Business Day of each March, June, September and December
and on the date on which the Total General Revolving Commitment is terminated.
Notwithstanding the above provisions, if a Default under section 10.1(a) or
Event of Default is in existence, the Borrower will pay to the Administrative
Agent, on demand, for the account of each Non- Defaulting Lender which has a
General Revolving Commitment, PRO RATA on the basis of its General Revolving
Facility Percentage, an additional Letter of Credit Fee for each outstanding
Letter of Credit, computed at 2% per annum above the then prevailing rate for
the Letter of Credit Fee on the Stated Amount of such outstanding Letter of
Credit for the period such Default or Event of Default is in existence.

         (c) FACING FEE. The Borrower agrees to pay directly to each Letter of
Credit Issuer, for its own account, a fee in respect of all Letters of Credit
issued by it (a "FACING FEE"), at such rate and computed and payable on such
basis as may from time to time be agreed in writing between the Borrower and
such Letter of Credit Issuer.

         (d) ADDITIONAL CHARGES OF LETTER OF CREDIT ISSUER. The Borrower agrees
to pay directly to each Letter of Credit Issuer upon each issuance of, drawing
under, and/or amendment, extension, renewal or transfer of, a Letter of Credit
issued by it such amount as shall at the time of such issuance, drawing,
amendment, extension, renewal or transfer be the administrative or processing
charge which such Letter of Credit Issuer is customarily charging for issuances
of, drawings under or amendments, extensions, renewals or transfers of, letters
of credit issued by it.

         (e) OTHER FEES. The Borrower shall pay to the Administrative Agent on
the Effective Date and thereafter for its own account and/or for distribution to
the Lenders such fees as heretofore agreed by the Borrower and the
Administrative Agent.

         (f) COMPUTATIONS OF FEES. All computations of Fees shall be made in
accordance with section 12.7(b).

         4.2. VOLUNTARY TERMINATION/REDUCTION OF COMMITMENTS. Upon at least
three Business Days' prior written notice (or telephonic notice confirmed in
writing) to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the affected Lenders),
the Borrower shall have the right, without premium or penalty, to:

                  (a) terminate the Total Commitment, PROVIDED that (i) all
         outstanding Loans are contemporaneously prepaid in accordance with
         section 5.1, and (ii) either (A) no Letters of Credit remain
         outstanding, or (B) the Borrower shall contemporaneously either (x)
         cause all outstanding Letters of Credit to be surrendered for
         cancellation, or (y) if all of the Lenders with General Revolving
         Commitments are, in their discretion, willing to permit Letters of
         Credit to remain outstanding if supported by letters of credit issued
         by other financial institutions, cause one or more financial
         institutions, acceptable to the Required Lenders, to issue letters of
         credit, satisfactory to the Administrative Agent, in favor of the
         Administrative Agent, supporting the Letters of Credit remaining
         outstanding hereunder, or (z) the Borrower shall pay to the
         Administrative Agent an amount in cash and/or Cash Equivalents equal to
         100% of the Letter of Credit Outstandings and the Administrative Agent
         shall hold such payment as security for the reimbursement obligations
         of the Borrower hereunder in respect of Letters of Credit pursuant to a
         cash collateral agreement to be entered into in form and substance
         reasonably satisfactory to the Administrative Agent, each Letter of
         Credit Issuer and the Borrower (which shall permit certain investments
         in Cash Equivalents satisfactory

                                       41

<PAGE>   47



         to the Administrative Agent, each Letter of Credit Issuer and the
         Borrower until the proceeds are applied to the secured obligations);

                  (b) terminate the Swing Line Revolving Commitment, PROVIDED
         that all outstanding Swing Line Revolving Loans are contemporaneously
         prepaid in accordance with section 5.1;

                  (c) partially and permanently reduce the Unutilized Total
         General Revolving Commitment, PROVIDED that (i) any such reduction
         shall apply to proportionately and permanently reduce the General
         Revolving Commitment of each of the Lenders; (ii) any partial reduction
         of the Unutilized Total General Revolving Commitment pursuant to this
         section 4.2(c) shall be in the amount of at least $5,000,000 (or, if
         greater, in integral multiples of $1,000,000); and (iii) after giving
         effect to any such partial reduction of the Unutilized Total General
         Revolving Commitment, the Total General Revolving Commitment then in
         effect shall exceed the Swing Line Revolving Commitment then in effect
         by at least $10,000,000; and/or

                  (d) partially and permanently reduce the Unutilized Swing Line
         Revolving Commitment, PROVIDED that any partial reduction of the
         Unutilized Swing Line Revolving Commitment pursuant to this section
         4.2(d) shall be in the amount of at least $1,000,000 (or, if greater,
         in integral multiples of $1,000,000).

         4.3. MANDATORY TERMINATION OF COMMITMENTS, ETC. (a) The Total
Commitment (and the Commitment of each Lender) shall terminate on the one month
anniversary of the date hereof, unless the Closing Date has occurred on or prior
to such date.

         (b) The Total Commitment shall terminate (and the Commitment of each
Lender shall terminate) on the date on which a Change of Control occurs.

         4.4. EXTENSION OF MATURITY DATE. At any time after January 1, 2000, and
during the 30 day period following delivery by the Borrower pursuant to section
8.1(a) of its consolidated financial statements for its fiscal year most
recently ended, and annually thereafter during the 30 day period following
delivery by the Borrower of its consolidated financial statements pursuant to
section 8.1(a), the Borrower may request the Administrative Agent to determine
if all of the Lenders are then willing to extend the Maturity Date for a single
additional year. If the Borrower so requests, the Administrative Agent will so
advise such Lenders. If all of such Lenders in their sole discretion are all
willing to so extend the Maturity Date, after taking into account such
considerations as any such Lender may deem relevant, the Borrower, the
Administrative Agent and all of such Lenders shall execute and deliver a
definitive written instrument so extending the Maturity Date. No such extension
of the Maturity Date shall be valid or effective for any purpose unless such
definitive written instrument is so signed and delivered within 60 days
following the giving by the Administrative Agent of notice to the Lenders that
the Borrower has requested such an extension.


         SECTION 5.        PAYMENTS.

         5.1. VOLUNTARY PREPAYMENTS. The Borrower shall have the right to prepay
any of its Loans, in whole or in part, without premium or penalty, from time to
time on the following terms and conditions:

                  (a) the Borrower shall give the Administrative Agent at the
         Notice Office written or telephonic notice (in the case of telephonic
         notice, promptly confirmed in writing if so requested by the
         Administrative Agent) of its intent to prepay the Loans, the amount of
         such prepayment and (in the case of Eurocurrency Loans) the specific
         Borrowing(s) pursuant to which made, which notice shall be received by
         the Administrative Agent by

                           (x) 1:00 P.M. (local time at the Notice Office) three
                  Business Days prior to the date of such prepayment, in the
                  case of any prepayment of Eurocurrency Loans, or


                                       42

<PAGE>   48



                           (y) 1:00 P.M. (local time at the Notice Office) on
                  the date of such prepayment, in the case of any prepayment of
                  Prime Rate Loans or Money Market Rate Loans,

         and which notice shall promptly be transmitted by the Administrative
         Agent to each of the affected Lenders;

                  (b) in the case of prepayment of any Borrowings under the
         General Revolving Facility, each partial prepayment of any such
         Borrowing shall be in an aggregate principal of at least:

                           (i) $1,000,000 or an integral multiple of $100,000 in
                  excess thereof, in the case of Prime Rate Loans,

                           (ii) $5,000,000 or an integral multiple of $500,000
                  in excess thereof, in the case of Eurocurrency Loans
                  denominated in Dollars, and

                           (iii) the substantial equivalent of $5,000,000 or an
                  integral multiple of the substantial equivalent of $500,000 in
                  excess thereof, in the case of Eurocurrency Loans denominated
                  in an Alternative Currency;

                  (c) in the case of prepayment of any Borrowings under the
         Swing Line Revolving Facility, each partial prepayment of any such
         Borrowing shall be in an aggregate principal of at least $100,000 or an
         integral multiple of $50,000 in excess thereof;

                  (d) no partial prepayment of any Loans made pursuant to a
         Borrowing shall reduce the aggregate principal amount of such Loans
         outstanding pursuant to such Borrowing to an amount less than the
         Minimum Borrowing Amount applicable thereto;

                  (e) each prepayment in respect of any Loans made pursuant to a
         Borrowing shall be applied PRO RATA among such Loans; and

                  (f) each prepayment of Eurocurrency Loans or Money Market Rate
         Loans pursuant to this section 5.1 on any date other than the last day
         of the Interest Period applicable thereto, in the case of Eurocurrency
         Loans, or the maturity date thereof, in the case of Money Market Rate
         Loans, shall be accompanied by any amounts payable in respect thereof
         under section 2.11.

         5.2. MANDATORY PREPAYMENTS. The Loans shall be subject to mandatory
prepayment in accordance with the following provisions:

                  (a) IF OUTSTANDING GENERAL REVOLVING LOANS AND LETTER OF
         CREDIT OUTSTANDINGS EXCEED TOTAL GENERAL REVOLVING COMMITMENT. If on
         any date (after giving effect to any other payments on such date) the
         sum of (i) the aggregate outstanding principal amount of General
         Revolving Loans PLUS (ii) the aggregate amount of Letter of Credit
         Outstandings, exceeds the Total General Revolving Commitment as then in
         effect, the Borrower shall prepay on such date that principal amount of
         General Revolving Loans and, after General Revolving Loans have been
         paid in full, Unpaid Drawings, in an aggregate amount at least equal to
         such excess and conforming in the case of partial prepayments of
         General Revolving Loans to the requirements as to the amounts of
         partial prepayments of General Revolving Loans which are contained in
         section 5.1. If, after giving effect to the prepayment of General
         Revolving Loans and Unpaid Drawings, the aggregate amount of Letter of
         Credit Outstandings exceeds the Total General Revolving Commitment as
         then in effect, the Borrower shall pay to the Administrative Agent an
         amount in cash and/or Cash Equivalents equal to such excess and the
         Administrative Agent shall hold such payment as security for the
         reimbursement obligations of the Borrower hereunder in respect of
         Letters of Credit pursuant to a cash collateral agreement to be entered
         into in form and substance reasonably satisfactory to the
         Administrative Agent, each Letter of Credit Issuer and the Borrower
         (which shall permit certain investments in Cash Equivalents
         satisfactory to the Administrative Agent, each Letter of Credit Issuer
         and the Borrower until the proceeds are applied to the secured
         obligations).

                                       43

<PAGE>   49



                  (b) IF OUTSTANDING SWING LINE REVOLVING LOANS EXCEED
         UNUTILIZED TOTAL GENERAL REVOLVING COMMITMENT. If on any date (after
         giving effect to any other payments on such date) the aggregate
         outstanding principal amount of Swing Line Revolving Loans exceeds the
         Unutilized Total General Revolving Commitment as then in effect, the
         Borrower shall prepay on such date Swing Line Revolving Loans in an
         aggregate amount at least equal to such excess and conforming in the
         case of partial prepayments of Swing Line Revolving Loans to the
         requirements as to the amounts of partial prepayments of Swing Line
         Revolving Loans which are contained in section 5.1.

                  (c) IF OUTSTANDING SWING LINE REVOLVING LOANS EXCEED SWING
         LINE REVOLVING COMMITMENT. If on any date (after giving effect to any
         other payments on such date) the aggregate outstanding principal amount
         of Swing Line Revolving Loans exceeds the Swing Line Revolving
         Commitment at such time, the Borrower shall prepay on such date Swing
         Line Revolving Loans in an aggregate amount at least equal to such
         excess and conforming in the case of partial prepayments of Swing Line
         Revolving Loans to the requirements as to the amounts of partial
         prepayments of Swing Line Revolving Loans which are contained in
         section 5.1.

                  (d) IF OUTSTANDING GENERAL REVOLVING LOANS DENOMINATED IN
         ALTERNATIVE CURRENCIES EXCEED ALTERNATIVE CURRENCY SUBLIMIT. If on any
         date (after giving effect to any other payments on such date) the U.S.
         Dollar equivalent of the aggregate outstanding principal amount of
         General Revolving Loans denominated in Alternative Currencies exceeds
         the Alternative Currency Sublimit, the Borrower shall prepay on such
         date General Revolving Loans denominated in Alternative Currencies in
         an aggregate amount at least equal to such excess and conforming in the
         case of partial prepayments of General Revolving Loans to the
         requirements as to the amounts of partial prepayments of General
         Revolving Loans which are contained in section 5.1.

                  (e) CERTAIN PROCEEDS OF AN EVENT OF LOSS. If during any fiscal
         year of the Borrower, the Borrower and its Subsidiaries have received
         cumulative Cash Proceeds during such fiscal year from one or more
         Events of Loss involving any of the Collateral of at least $5,000,000,
         not later than the third Business Day following the date of receipt of
         any Cash Proceeds in excess of such amount, an amount, conforming to
         the requirements as to the amount of partial prepayments contained in
         section 5.1, at least equal to 100% of the Net Cash Proceeds then
         received in excess of such amount from any Event of Loss, shall be
         applied as a mandatory prepayment of principal of the outstanding
         General Revolving Loans.

                  (f) CHANGE OF CONTROL. On the date of which a Change of
         Control occurs, notwithstanding anything to the contrary contained in
         this Agreement, no further Borrowings shall be made and the then
         outstanding principal amount of all Loans, if any, shall become due and
         payable and shall be prepaid in full, and the Borrower shall
         contemporaneously either (i) cause all outstanding Letters of Credit to
         be surrendered for cancellation, or (ii) if all of the Lenders with
         General Revolving Commitments are, in their discretion, willing to
         permit Letters of Credit to remain outstanding if supported by letters
         of credit issued by other financial institutions, cause one or more
         financial institutions, acceptable to the Required Lenders, to issue
         letters of credit, satisfactory to the Administrative Agent, in favor
         of the Administrative Agent, supporting the Letters of Credit remaining
         outstanding hereunder, or (iii) the Borrower shall pay to the
         Administrative Agent an amount in cash and/or Cash Equivalents equal to
         100% of the Letter of Credit Outstandings and the Administrative Agent
         shall hold such payment as security for the reimbursement obligations
         of the Borrower hereunder in respect of Letters of Credit pursuant to a
         cash collateral agreement to be entered into in form and substance
         reasonably satisfactory to the Administrative Agent, each Letter of
         Credit Issuer and the Borrower (which shall permit certain investments
         in Cash Equivalents satisfactory to the Administrative Agent, each
         Letter of Credit Issuer and the Borrower until the proceeds are applied
         to the secured obligations).

                  (g) PARTICULAR LOANS TO BE PREPAID. With respect to each
         repayment or prepayment of Loans required by this section 5.2, the
         Borrower shall designate the Types of Loans which are to be prepaid and
         the specific Borrowing(s) pursuant to which such repayment or
         prepayment is to be made, PROVIDED that (i) the Borrower shall first so
         designate all Loans that are Prime Rate Loans and Eurocurrency Loans
         with

                                       44

<PAGE>   50



         Interest Periods ending on the date of repayment or prepayment prior to
         designating any other Eurocurrency Loans for repayment or prepayment,
         (ii) if the outstanding principal amount of Eurocurrency Loans made
         pursuant to a Borrowing is reduced below the applicable Minimum
         Borrowing Amount as a result of any such repayment or prepayment, then
         all the Loans outstanding pursuant to such Borrowing shall be Converted
         into Prime Rate Loans, and (iii) each repayment and prepayment of any
         Loans made pursuant to a Borrowing shall be applied PRO RATA among such
         Loans. In the absence of a designation by the Borrower as described in
         the preceding sentence, the Administrative Agent shall, subject to the
         above, make such designation in its sole discretion with a view, but no
         obligation, to minimize breakage costs owing under section 2.11. Any
         repayment or prepayment of Eurocurrency Loans or Money Market Rate
         Loans pursuant to this section 5.2 shall in all events be accompanied
         by such compensation as is required by section 2.11.

         5.3. METHOD AND PLACE OF PAYMENT. Except as otherwise specifically
provided herein, all payments under this Agreement shall be made to the
Administrative Agent for the ratable (based on its PRO RATA share) account of
the Lenders entitled thereto, not later than 1:00 P.M. (local time at the
Payment Office) on the date when due and shall be made at the Payment Office in
immediately available funds and (i) in the case of payments of principal or
interest relating to General Revolving Loans denominated in an Alternative
Currency, in that Alternative Currency, and (ii) in all other cases, in lawful
money of the United States of America, it being understood that written notice
by the Borrower to the Administrative Agent to make a payment from the funds in
the Borrower's account at the Payment Office shall constitute the making of such
payment to the extent of such funds held in such account. Any payments under
this Agreement which are made later than 1:00 P.M. (local time at the Payment
Office) shall be deemed to have been made on the next succeeding Business Day.
Whenever any payment to be made hereunder shall be stated to be due on a day
which is not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
shall be payable during such extension at the applicable rate in effect
immediately prior to such extension.

         5.4. NET PAYMENTS. (a) All payments made by the Borrower hereunder,
under any Note or any other Credit Document, will be made without setoff,
counterclaim or other defense. Except as provided for in section 5.4(b), all
such payments will be made free and clear of, and without deduction or
withholding for, any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any
jurisdiction or by any political subdivision or taxing authority thereof or
therein with respect to such payments (but excluding, except as provided in the
second succeeding sentence, any tax, imposed on or measured by the net income or
net profits of a Lender pursuant to the laws of the jurisdiction under which
such Lender is organized or the jurisdiction in which the principal office or
Applicable Lending Office of such Lender is located or any subdivision thereof
or therein) and all interest, penalties or similar liabilities with respect to
such non excluded taxes, levies imposts, duties, fees, assessments or other
charges (all such non-excluded taxes levies, imposts, duties, fees assessments
or other charges being referred to collectively as "TAXES"). If any Taxes are so
levied or imposed, the Borrower agrees to pay the full amount of such Taxes and
such additional amounts as may be necessary so that every payment by it of all
amounts due hereunder, under any Note or under any other Credit Document, after
withholding or deduction for or on account of any Taxes will not be less than
the amount provided for herein or in such Note or in such other Credit Document.
If any amounts are payable in respect of Taxes pursuant to the preceding
sentence, the Borrower agrees to reimburse each Lender, upon the written request
of such Lender for taxes imposed on or measured by the net income or profits of
such Lender pursuant to the laws of the jurisdiction in which such Lender is
organized or in which the principal office or Applicable Lending Office of such
Lender is located or under the laws of any political subdivision or taxing
authority of any such jurisdiction in which the principal office or Applicable
Lending Office of such Lender is located and for any withholding of income or
similar taxes imposed by the United States of America as such Lender shall
determine are payable by, or withheld from, such Lender in respect of such
amounts so paid to or on behalf of such Lender pursuant to the preceding
sentence and in respect of any amounts paid to or on behalf of such Lender
pursuant to this sentence, which request shall be accompanied by a statement
from such Lender setting forth, in reasonable detail, the computations used in
determining such amounts. The Borrower will furnish to the Administrative Agent
within 45 days after the date the payment of any Taxes, or any withholding or
deduction on account thereof, is due pursuant to applicable law certified copies
of tax receipts, or other evidence satisfactory to the Lender, evidencing such
payment by the Borrower. The Borrower will indemnify and hold harmless the
Administrative Agent and each Lender, and reimburse the Administrative Agent or
such Lender upon its written request, for the amount of any Taxes so levied or
imposed and paid or withheld by such Lender.

                                       45

<PAGE>   51



         (b) Each Lender that is not a United States person (as such term is
defined in section 7701(a)(30) of the Code) for Federal income tax purposes
agrees to provide to the Borrower and the Administrative Agent on or prior to
the Effective Date, or in the cases of a Lender that is an assignee or
transferee of an interest under this Agreement pursuant to section 12.4 (unless
the respective Lender was already a Lender hereunder immediately prior to such
assignment or transfer and such Lender is in compliance with the provisions of
this section 5.4(b)), on the date of such assignment or transfer to such Lender,
(i) two accurate and complete original signed copies of Internal Revenue Service
Form 4224 or 1001 (or successor forms) certifying to such Lender's entitlement
to a complete exemption from United States withholding tax with respect to
payments to be made under this Agreement, any Note or any other Credit Document,
or (ii) if the Lender is not a "bank" within the meaning of section 881(c)(3)(A)
of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224
pursuant to clause (i) above, (x) a certificate substantially in the form of
Exhibit F (any such certificate, a "SECTION 5.4(B)(II) CERTIFICATE") and (y) two
accurate and complete original signed copies of Internal Revenue Service Form
W-8 (or successor form) certifying to such Lender's entitlement to a complete
exemption from United States withholding tax with respect to payments of
interest to be made under this Agreement, any Note or any other Credit Document.
In addition, each Lender agrees that from time to time after the Effective Date,
when a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, it will deliver to
the Borrower and the Administrative Agent two new accurate and complete original
signed copies of Internal Revenue Service Form 4224 or 1001, or Form W-8 and a
Section 5.4(b)(ii) Certificate, as the case may be, and such other forms as may
be required in order to confirm or establish the entitlement of such Lender to a
continued exemption from or reduction in United States withholding tax with
respect to payments under this Agreement, any Note or any other Credit Document,
or it shall immediately notify the Borrower and the Administrative Agent of its
inability to deliver any such Form or Certificate, in which case such Lender
shall not be required to deliver any such Form or Certificate pursuant to this
section 5.4(b). Notwithstanding anything to the contrary contained in section
5.4(a), but subject to section 12.4(c) and the immediately succeeding sentence,
(x) the Borrower shall be entitled, to the extent it is required to do so by
law, to deduct or withhold income or other similar taxes imposed by the United
States (or any political subdivision or taxing authority thereof or therein)
from interest, fees or other amounts payable hereunder for the account of any
Lender which is not a United States person (as such term is defined in section
7701(a)(30) of the Code) for United States federal income tax purposes and which
has not provided to the Borrower such forms that establish a complete exemption
from such deduction or withholding and (y) the Borrower shall not be obligated
pursuant to section 5.4(a) hereof to gross-up payments to be made to a Lender in
respect of income or similar taxes imposed by the United States or any
additional amounts with respect thereto (I) if such Lender has not provided to
the Borrower the Internal Revenue Service forms required to be provided to the
Borrower pursuant to this section 5.4(b) or (II) in the case of a payment other
than interest, to a Lender described in clause (ii) above, to the extent that
such forms do not establish a complete exemption from withholding of such taxes.
Notwithstanding anything to the contrary contained in the preceding sentence or
elsewhere in this section 5.4 and except as specifically provided for in section
12.4(c), the Borrower agrees to pay additional amounts and indemnify each Lender
in the manner set forth in section 5.4(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any Taxes
deducted or withheld by it as described in the previous sentence as a result of
any changes after the Effective Date in any applicable law, treaty, governmental
rule, regulation, guideline or order, or in the interpretation thereof, relating
to the deducting or withholding of income or similar Taxes.

         (c) If any Lender, in its sole opinion, determines that it has finally
and irrevocably received or been granted a refund in respect of any Taxes paid
as to which indemnification has been paid by the Borrower pursuant to this
section, it shall promptly remit such refund (including any interest received in
respect thereof), net of all out-of-pocket costs and expenses; PROVIDED, that
the Borrower agrees to promptly return any such refund (plus interest) to such
Lender in the event such Lender is required to repay such refund to the relevant
taxing authority. Any such Lender shall provide the Borrower with a copy of any
notice of assessment from the relevant taxing authority (redacting any unrelated
confidential information contained therein) requiring repayment of such refund.
Nothing contained herein shall impose an obligation on any Lender to apply for
any such refund.

         (d) Reference is hereby made to the provisions of section 2.10(d) for
certain limitations upon the rights of a Lender under this section.



                                       46

<PAGE>   52



         SECTION 6.        CONDITIONS PRECEDENT.

         6.1. CONDITIONS PRECEDENT AT CLOSING DATE. The obligation of the
Lenders to make Loans, and of any Letter of Credit Issuer to issue Letters of
Credit, is subject to the satisfaction of each of the following conditions on
the Closing Date:

                  (a) EFFECTIVENESS; NOTES. On or prior to the Closing Date, (i)
         the Effective Date shall have occurred and (ii) there shall have been
         delivered to the Administrative Agent for the account of each Lender
         each appropriate Note executed by the Borrower, in each case, in the
         amount, maturity and as otherwise provided herein.

                  (b) FEES, ETC. The Borrower shall have paid or caused to be
         paid all fees required to be paid by it on or prior to such date
         pursuant to section 4.1 hereof and all reasonable fees and expenses of
         the Administrative Agent and of special counsel to the Administrative
         Agent which have been invoiced on or prior to such date in connection
         with the preparation, execution and delivery of this Agreement and the
         other Credit Documents and the consummation of the transactions
         contemplated hereby and thereby.

                  (c) OTHER CREDIT DOCUMENTS. The Credit Parties named therein
         shall have duly executed and delivered and there shall be in full force
         and effect, and original counterparts shall have been delivered to the
         Administrative Agent, in sufficient quantities for the Administrative
         Agent and the Lenders, of, (i) the Pledge Agreement (as modified,
         amended or supplemented from time to time in accordance with the terms
         thereof and hereof, the "PLEDGE AGREEMENT"), substantially in the form
         attached hereto as Exhibit C-1; (ii) the Security Agreement (as
         modified, amended or supplemented from time to time in accordance with
         the terms thereof and hereof, the "SECURITY AGREEMENT"), substantially
         in the form attached hereto as Exhibit C-2; and (iii) the mortgages,
         deeds of trust or similar documents (each as modified, amended or
         supplemented from time to time in accordance with the terms thereof and
         hereof, a "MORTGAGE"), substantially in the respective forms attached
         hereto as Exhibits C-3 and C-4, covering certain properties of the
         Borrower located in the State of Ohio and the Commonwealth of Virginia.

                  (d) CORPORATE RESOLUTIONS AND APPROVALS. The Administrative
         Agent shall have received, in sufficient quantity for the
         Administrative Agent and the Lenders, certified copies of the
         resolutions of the Board of Directors of the Borrower and each other
         Credit Party, approving the Credit Documents to which the Borrower or
         any such other Credit Party, as the case may be, is or may become a
         party, and of all documents evidencing other necessary corporate action
         and governmental approvals, if any, with respect to the execution,
         delivery and performance by the Borrower or any such other Credit Party
         of the Credit Documents to which it is or may become a party.

                  (e) INCUMBENCY CERTIFICATES. The Administrative Agent shall
         have received, in sufficient quantity for the Administrative Agent and
         the Lenders, a certificate of the Secretary or an Assistant Secretary
         of the Borrower and of each other Credit Party, certifying the names
         and true signatures of the officers of the Borrower or such other
         Credit Party, as the case may be, authorized to sign the Credit
         Documents to which the Borrower or such other Credit Party is a party
         and any other documents to which the Borrower or any such other Credit
         Party is a party which may be executed and delivered in connection
         herewith.

                  (f) OPINION OF COUNSEL. On the Closing Date, the
         Administrative Agent shall have received an opinion, addressed to the
         Administrative Agent and each of the Lenders and dated the Closing
         Date, from the General Counsel of the Borrower, substantially in the
         form of Exhibit D hereto and covering such other matters incident to
         the transactions contemplated hereby as the Administrative Agent may
         reasonably request, such opinion to be in form and substance
         satisfactory to the Administrative Agent.

                  (g) EXISTING CREDIT FACILITY. Contemporaneously with the
         Closing Date, the Borrower shall have terminated its existing credit
         agreement, dated as of November 11, 1996, and prepaid any borrowings
         thereunder.

                                       47

<PAGE>   53



                  (h) RECORDATION OF SECURITY DOCUMENTS, DELIVERY OF COLLATERAL,
         TAXES, ETC. The Security Documents (or proper notices or financing
         statements in respect thereof) shall have been duly recorded, published
         and filed in such manner and in such places as is required by law to
         establish, perfect, preserve and protect the rights and security
         interests of the parties thereto and their respective successors and
         assigns, all collateral items required to be physically delivered to
         the Collateral Agent thereunder shall have been so delivered,
         accompanied by any appropriate instruments of transfer, and all taxes,
         fees and other charges then due and payable in connection with the
         execution, delivery, recording, publishing and filing of such
         instruments and the issue and delivery of the Notes shall have been
         paid in full.

                  (i) EVIDENCE OF INSURANCE. The Collateral Agent shall have
         received certificates of insurance and other evidence, satisfactory to
         it, of compliance with the insurance requirements of this Agreement and
         the Security Documents.

                  (j) SEARCH REPORTS. The Administrative Agent shall have
         received completed requests for information on Form UCC-11, or search
         reports from one or more commercial search firms acceptable to the
         Administrative Agent, listing all of the effective financing statements
         filed against any Credit Party which is a party to any Security
         Document in any jurisdiction in which such Credit Party maintains an
         office or in which any Collateral of such Credit Party is located,
         together with copies of such financing statements.

                  (k) TITLE POLICIES AND OTHER DOCUMENTS RELATING TO MORTGAGED
         PROPERTIES. As to each Real Property subjected to the Lien of a
         Mortgage (a "MORTGAGED PROPERTY"), the Collateral Agent shall have
         received:

                           (i) an American Land Title Association ( ALTA)
                  mortgagee title insurance policy or policies, or unconditional
                  commitments therefor (a "MORTGAGE POLICY") issued by a title
                  insurance company satisfactory to the Collateral Agent (a
                  "TITLE COMPANY"), in an amount not less than the amount
                  required therefor by the Collateral Agent, insuring fee simple
                  title to, or a valid leasehold interest in, such Mortgaged
                  Property vested in the Borrower and assuring the Collateral
                  Agent that the applicable Mortgage creates a valid and
                  enforceable first priority mortgage lien on the respective
                  Mortgaged Property encumbered thereby, subject only to a
                  standard survey exception, which Mortgage Policy (1) shall
                  include an endorsement for mechanics' liens, for revolving,
                  "variable rate" and future advances under this Agreement and
                  for any other matters reasonably requested by the Collateral
                  Agent and (2) shall provide for affirmative insurance and such
                  reinsurance as the Collateral Agent may reasonably request,
                  all of the foregoing in form and substance reasonably
                  satisfactory to the Collateral Agent;

                           (ii) a title report issued by the Title Company with
                  respect thereto, dated not more than 30 days prior to the
                  Closing Date and satisfactory in form and substance to the
                  Collateral Agent;

                           (iii) copies of all recorded documents listed as
                  exceptions to title or otherwise referred to in the Mortgage
                  Policy or in such title report;

                           (iv) evidence, which may be in the form of a letter
                  from the Title Company or from an insurance broker, surveyor
                  or engineer, as to whether (1) such Mortgaged Property is a
                  Flood Hazard Property, and (2) the community in which such
                  Flood Hazard Property is located is participating in the
                  National Flood Insurance Program, and if such Mortgaged
                  Property is a Flood Hazard Property, evidence that the
                  Borrower has obtained flood insurance in respect of such Flood
                  Hazard Property to the extent required under the applicable
                  regulations of the Board of Governors of the Federal Reserve
                  System; and

                           (v) a certificate of the Borrower identifying any
                  Phase I, Phase II or other environmental report received in
                  draft or final form by any Credit Party during the five year
                  period prior to the Closing Date with respect to such
                  Mortgaged Property and/or the operations conducted

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<PAGE>   54



                  therefrom, or stating that no such draft or final form reports
                  have been requested or received by any Credit Party (or its
                  counsel), together with true and correct copies of all such
                  environmental reports so listed (in draft form, if not
                  finalized); and all such environmental reports shall be
                  satisfactory in form and substance to the Collateral Agent and
                  each of the Lenders.

         In addition, the Borrower shall have paid or caused to be paid all
         costs and expenses payable in connection with all of such actions,
         including but not limited to (x) all mortgage, intangibles or similar
         taxes or fees, however characterized, payable in respect of this
         Agreement, the execution and delivery of the Notes, any of the
         Mortgages or any of the other Credit Documents or the recording of any
         of the same or any other documents related thereto; and (y) all
         expenses and premiums of the Title Company in connection with the
         issuance of such policy or policies of title insurance and to all costs
         and expenses required for the recording of the Mortgages or any other
         Credit Documents or any other related documents in the appropriate
         public records. If and to the extent that any of the requirements
         contained in this section 6.1(k) is not satisfied at and as of the
         Closing Date and the Lenders nevertheless actually fund one or more
         Borrowings on the Closing Date, the Borrower shall have delivered to
         the Administrative Agent its irrevocable undertaking to cause the
         requirements contained in this section 6.1(k) to be satisfied within 30
         days following the Closing Date.

                  (l) PROCEEDINGS AND DOCUMENTS. All corporate and other
         proceedings and all documents incidental to the transactions
         contemplated hereby shall be satisfactory in substance and form to the
         Administrative Agent and the Lenders and the Administrative Agent and
         its special counsel and the Lenders shall have received all such
         counterpart originals or certified or other copies of such documents as
         the Administrative Agent or its special counsel or any Lender may
         reasonably request.

         6.2. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS. The obligations of the
Lenders to make each Loan and/or of a Letter of Credit Issuer to issue each
Letter of Credit is subject, at the time thereof, to the satisfaction of the
following conditions:

                  (a) NOTICE OF BORROWING, ETC. The Administrative Agent shall
         have received a Notice of Borrowing meeting the requirements of section
         2.3 with respect to the incurrence of Loans or a Letter of Credit
         Request meeting the requirement of section 3.2 with respect to the
         issuance of a Letter of Credit.

                  (b) NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time of
         each Credit Event and also after giving effect thereto, (i) there shall
         exist no Default or Event of Default and (ii) all representations and
         warranties of the Credit Parties contained herein or in the other
         Credit Documents shall be true and correct in all material respects
         with the same effect as though such representations and warranties had
         been made on and as of the date of such Credit Event, except to the
         extent that such representations and warranties expressly relate to an
         earlier specified date, in which case such representations and
         warranties shall have been true and correct in all material respects as
         of the date when made.

The acceptance of the benefits of each Loan or issuance of a Letter of Credit
shall constitute a representation and warranty by the Borrower to each of the
Lenders that all of the applicable conditions specified in section 6.1 and/or
6.2, as the case may be, exist as of that time. All of the certificates, legal
opinions and other documents and papers referred to in section 6.1 or this
section 6.2, unless otherwise specified, shall be delivered to the
Administrative Agent for the account of each of the Lenders and, except for the
Notes, in sufficient counterparts for each of the Lenders, and the
Administrative Agent will promptly distribute to the Lenders their respective
Notes and the copies of such other certificates, legal opinions and documents.

         SECTION 7.        REPRESENTATIONS AND WARRANTIES.

         In order to induce the Lenders to enter into this Agreement and to make
the Loans, and/or to issue and/or to participate in the Letters of Credit
provided for herein, the Borrower makes the following representations and
warranties to, and agreements with, the Lenders, all of which shall survive the
execution and delivery of this Agreement and each Credit Event:

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<PAGE>   55



         7.1. CORPORATE STATUS, ETC. Each of the Borrower and its Subsidiaries
(i) is a duly organized or formed and validly existing corporation, partnership
or limited liability company, as the case may be, in good standing under the
laws of the jurisdiction of its formation and has the corporate, partnership or
limited liability company power and authority, as applicable, to own its
property and assets and to transact the business in which it is engaged and
presently proposes to engage, and (ii) has duly qualified and is authorized to
do business in all jurisdictions where it is required to be so qualified except
where the failure to be so qualified would not have a Material Adverse Effect.

         7.2. SUBSIDIARIES. Annex II hereto lists, as of the date hereof, each
Subsidiary of the Borrower (and the direct and indirect ownership interest of
the Borrower therein).

         7.3. CORPORATE POWER AND AUTHORITY, ETC. Each Credit Party has the
corporate or other organizational power and authority to execute, deliver and
carry out the terms and provisions of the Credit Documents to which it is party
and has taken all necessary corporate or other organizational action to
authorize the execution, delivery and performance of the Credit Documents to
which it is party. Each Credit Party has duly executed and delivered each Credit
Document to which it is party and each Credit Document to which it is party
constitutes the legal, valid and binding agreement or obligation of such Credit
Party enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors'
rights and by equitable principles (regardless of whether enforcement is sought
in equity or at law).

         7.4. NO VIOLATION. Neither the execution, delivery and performance by
any Credit Party of the Credit Documents to which it is party nor compliance
with the terms and provisions thereof, nor the consummation of the loan
transactions contemplated therein (i) will contravene any provision of any law,
statute, rule, regulation, order, writ, injunction or decree of any court or
governmental instrumentality applicable to such Credit Party or its properties
and assets, (ii) will conflict with or result in any breach of, any of the
terms, covenants, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of (or the obligation to create or impose)
any Lien (other than the Lien of any Security Document) upon any of the property
or assets of such Credit Party or any of its Subsidiaries pursuant to the terms
of any promissory note, bond, debenture, indenture, mortgage, deed of trust,
credit or loan agreement, or any other material agreement or other instrument,
to which such Credit Party or any of its Subsidiaries is a party or by which it
or any of its property or assets are bound or to which it may be subject, or
(iii) will violate any provision of the articles or certificate of
incorporation, code of regulations, by-laws or other organizational document of
such Credit Party.

         7.5. GOVERNMENTAL APPROVALS. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any foreign or domestic governmental or public body or authority,
or any subdivision thereof, is required to authorize or is required as a
condition to (i) the execution, delivery and performance by any Credit Party of
any Credit Document to which it is a party, or (ii) the legality, validity,
binding effect or enforceability of any Credit Document to which any Credit
Party is a party, EXCEPT for any filings or recordings necessary to perfect any
Lien provided for in any Security Document.

         7.6. LITIGATION. There are no actions, suits or proceedings pending or,
to, the knowledge of the Borrower, threatened with respect to the Borrower or
any of its Subsidiaries (i) that have, or could reasonably be expected to have,
a Material Adverse Effect, or (ii) which question the validity or enforceability
of any of the Credit Documents, or of any action to be taken by the Borrower or
any of the other Credit Parties pursuant to any of the Credit Documents.

         7.7. USE OF PROCEEDS; MARGIN REGULATIONS. (a) The proceeds of all Loans
shall be utilized for lawful purposes not inconsistent with the requirements of
this Agreement.

         (b) No part of the proceeds of any Credit Event will be used directly
or indirectly to purchase or carry Margin Stock, or to extend credit to others
for the purpose of purchasing or carrying any Margin Stock, in violation of any
of the provisions of Regulation T, U or X of the Board of Governors of the
Federal Reserve System. The Borrower is not engaged in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock. At no time
would more than 25% of the value of the assets of the Borrower or of the
Borrower and its

                                       50

<PAGE>   56



consolidated Subsidiaries that are subject to any "arrangement" (as such term is
used in section 221.2(g) of such Regulation U) hereunder be represented by
Margin Stock.

         7.8. FINANCIAL STATEMENTS, ETC. (a) The Borrower has furnished to the
Lenders and the Administrative Agent complete and correct copies of (i) the
audited consolidated balance sheets of the Borrower and its consolidated
subsidiaries as of December 31, 1997 and December 31, 1996 and the related
audited consolidated statements of income, shareholders' equity, and cash flows
of the Borrower and its consolidated subsidiaries for the fiscal years then
ended, accompanied by the report thereon of the Borrower's independent public
accountants; and (ii) the condensed consolidated balance sheets of the Borrower
and its consolidated subsidiaries as of September 30, 1998, and the related
condensed consolidated statements of income and of cash flows of the Borrower
and its consolidated subsidiaries for the nine months then ended, as included in
the Borrower's Report on Form 10-Q filed with the SEC. All such financial
statements have been prepared in accordance with GAAP, consistently applied
(except as stated therein), and fairly present the financial position of the
Borrower and its consolidated subsidiaries as of the respective dates indicated
and the consolidated results of their operations and cash flows for the
respective periods indicated, subject in the case of any such financial
statements which are unaudited, to normal audit adjustments, none of which will
involve a Material Adverse Effect.

         (b) The Borrower has received consideration which is the reasonable
equivalent value of the obligations and liabilities that the Borrower has
incurred to the Administrative Agent and the Lenders. The Borrower now has
capital sufficient to carry on its business and transactions and all business
and transactions in which it is about to engage and is now solvent and able to
pay its debts as they mature and the Borrower, as of the Closing Date, owns
property having a value, both at fair valuation and at present fair salable
value, greater than the amount required to pay the Borrower's debts; and the
Borrower is not entering into the Credit Documents with the intent to hinder,
delay or defraud its creditors. For purposes of this section 7.8(b), "DEBT"
means any liability on a claim, and "CLAIM" means (x) right to payment whether
or not such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured
or unsecured; or (y) right to an equitable remedy for breach of performance if
such breach gives rise to a payment, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured.

         (c) The Borrower has delivered or caused to be delivered to the Lenders
prior to the execution and delivery of this Agreement (i) a copy of the
Borrower's Report on Form 10-K as filed (without Exhibits) with the SEC for its
fiscal year ended on or nearest to December 31, 1997, which contains a general
description of the business and affairs of the Borrower and its Subsidiaries,
and (ii) a Confidential Information Memorandum dated October/November 1998 (the
"INFORMATION MEMORANDUM") prepared by the Administrative Agent with the
assistance of the Borrower, which Information Memorandum includes, among other
things, financial projections prepared by management of the Borrower for the
Borrower and its Subsidiaries for the fiscal years 1998-2001 (the "FINANCIAL
PROJECTIONS"). The Financial Projections were prepared on behalf of the Borrower
in good faith after taking into account the existing and historical levels of
business activity of the Borrower and its Subsidiaries, known trends, including
general economic trends, and all other information, assumptions and estimates
considered by management of the Borrower and its Subsidiaries to be pertinent
thereto. The Financial Projections were considered by management of the
Borrower, as of such date of preparation, to be realistically achievable;
PROVIDED, that no representation or warranty is made as to the impact of future
general economic conditions or as to whether the Borrower's projected
consolidated results as set forth in the Financial Projections will actually be
realized. No facts are known to the Borrower at the date hereof which, if
reflected in the Financial Projections, would result in a material adverse
change in the assets, liabilities, results of operations or cash flows reflected
therein, other than those disclosed as contemplated by section 7.9.

         7.9. NO MATERIAL ADVERSE CHANGE. Since December 31, 1997, there has
been no change in the financial condition, results of operations, cash flows,
business or affairs of the Borrower and its Subsidiaries taken as a whole, or
their properties and assets considered as an entirety, which, individually or in
the aggregate, has had or could reasonably be expected to have, a Material
Adverse Effect, EXCEPT for those changes disclosed in (i) the Borrower's
Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, June 30,
and September 30, 1998, as filed with the SEC (copies of which have been
delivered to the Lenders), or (ii) the Information Memorandum.

                                       51

<PAGE>   57



         7.10. TAX RETURNS AND PAYMENTS. Each of the Borrower and each of its
Subsidiaries has filed all federal income tax returns and all other material tax
returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it which have become due, other than
those not yet delinquent and except for those contested in good faith. The
Borrower and each of its Subsidiaries has established on its books such charges,
accruals and reserves in respect of taxes, assessments, fees and other
governmental charges for all fiscal periods as are required by GAAP. The
Borrower knows of no proposed assessment for additional federal, foreign or
state taxes for any period, or of any basis therefor, which, individually or in
the aggregate, taking into account such charges, accruals and reserves in
respect thereof as the Borrower and its Subsidiaries have made, could reasonably
be expected to have a Material Adverse Effect.

         7.11. TITLE TO PROPERTIES, ETC. The Borrower and each of its
Subsidiaries has good and marketable title, in the case of real property, and
good title (or valid Leaseholds, in the case of any leased property), in the
case of all other property, to all of its properties and assets free and clear
of Liens other than Liens permitted by section 9.3. The interests of the
Borrower and each of its Subsidiaries in the properties reflected in the most
recent balance sheet referred to in section 7.8, taken as a whole, were
sufficient, in the judgment of the Borrower, as of the date of such balance
sheet for purposes of the ownership and operation of the businesses conducted by
the Borrower and such Subsidiaries.

         7.12. LAWFUL OPERATIONS, ETC. Except for known situations or incidents
which are reserved for on the most recent consolidated balance sheet referred to
in section 7.8 or which, if not so reserved, could not reasonably be expected to
have a Material Adverse Effect, the Borrower and each of its Subsidiaries is in
full compliance with all material requirements imposed by law, whether federal
or state, including (without limitation) Environmental Laws and zoning
ordinances.

         7.13. ENVIRONMENTAL MATTERS. (a) The Borrower and each of its
Subsidiaries is in compliance with all Environmental Laws governing its
business, except to the extent that any such failure to comply (together with
any resulting penalties, fines or forfeitures) would not reasonably be expected
to have a Material Adverse Effect. All licenses, permits, registrations or
approvals required for the business of the Borrower and each of its Subsidiaries
under any Environmental Law have been secured and the Borrower and each of its
Subsidiaries is in substantial compliance therewith, except for such licenses,
permits, registrations or approvals the failure to secure or to comply therewith
is not reasonably likely to have a Material Adverse Effect. Neither the Borrower
nor any of its Subsidiaries has received written notice, or otherwise knows,
that it is in any respect in noncompliance with, breach of or default under any
Environmental Laws, and no event has occurred and is continuing which, with the
passage of time or the giving of notice or both, would constitute noncompliance,
breach of or default thereunder, except in each such case, such noncompliance,
breaches or defaults as would not reasonably be expected to, in the aggregate,
have a Material Adverse Effect. There are no Environmental Claims pending or, to
the best knowledge of the Borrower, threatened wherein an unfavorable decision,
ruling or finding would reasonably be expected to have a Material Adverse
Effect.

         (b) Hazardous Materials have not at any time been (i) generated, used,
treated or stored on, or transported to or from, any Real Property of the
Borrower or any of its Subsidiaries or (ii) released on any such Real Property,
in each case where such occurrence or event is not in compliance with
Environmental Laws and is reasonably likely to have a Material Adverse Effect.

         7.14. COMPLIANCE WITH ERISA. Compliance by the Borrower and the other
Credit Parties with the provisions hereof and Credit Events contemplated hereby
will not involve any prohibited transaction within the meaning of ERISA or
section 4975 of the Code. The Borrower and each of its Subsidiaries, (i) has
fulfilled all obligations under minimum funding standards of ERISA and the Code
with respect to each Plan that is not a Multiemployer Plan or a Multiple
Employer Plan, (ii) has satisfied all respective contribution obligations in
respect of each Multiemployer Plan and each Multiple Employer Plan, (iii) is in
compliance in all material respects with all other applicable provisions of
ERISA and the Code with respect to each Plan, each Multiemployer Plan and each
Multiple Employer Plan, and (iv) has not incurred any liability under the Title
IV of ERISA to the PBGC with respect to any Plan, any Multiemployer Plan, any
Multiple Employer Plan, or any trust established thereunder. No Plan or trust
created thereunder has been terminated, and there have been no Reportable
Events, with respect to any Plan or trust created thereunder or with respect to
any Multiemployer Plan or Multiple Employer Plan, which termination

                                       52

<PAGE>   58



or Reportable Event will or could result in the termination of such Plan,
Multiemployer Plan or Multiple Employer Plan and give rise to a material
liability of the Borrower or any ERISA Affiliate in respect thereof. Neither the
Borrower nor any ERISA Affiliate is at the date hereof, or has been at any time
within the two years preceding the date hereof, an employer required to
contribute to any Multiemployer Plan or Multiple Employer Plan, or a
"contributing sponsor" (as such term is defined in section 4001 of ERISA) in any
Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA
Affiliate has any contingent liability with respect to any post-retirement
"welfare benefit plan" (as such term is defined in ERISA) except as has been
disclosed to the Lenders in writing.

         7.15. INTELLECTUAL PROPERTY, ETC. The Borrower and each of its
Subsidiaries has obtained or has the right to use all material patents,
trademarks, service marks, trade names, copyrights, licenses and other rights
with respect to the foregoing necessary for the present and planned future
conduct of its business, without any known conflict with the rights of others,
EXCEPT for such patents, trademarks, service marks, trade names, copyrights,
licenses and rights, the loss of which, and such conflicts, which in any such
case individually or in the aggregate would not reasonably be expected to have a
Material Adverse Effect.

         7.16. BURDENSOME CONTRACTS; LABOR RELATIONS. Neither the Borrower nor
any of its Subsidiaries (i) is subject to any unduly burdensome contract,
agreement, corporate restriction, judgment, decree or order, (ii) is a party to
any labor dispute affecting any bargaining unit or other group of employees
generally, (iii) is subject to any material strike, slow down, workout or other
concerted interruptions of operations by employees of the Borrower or any
Subsidiary, whether or not relating to any labor contracts, (iv) is subject to
any significant pending or, to the knowledge of the Borrower, threatened, unfair
labor practice complaint, before the National Labor Relations Board, and (v) is
subject to any significant pending or, to the knowledge of the Borrower,
threatened, grievance or significant arbitration proceeding arising out of or
under any collective bargaining agreement, (vi) is subject to any significant
pending or, to the knowledge of the Borrower, threatened, significant strike,
labor dispute, slowdown or stoppage, or (vii) is, to the knowledge of the
Borrower, involved or subject to any union representation organizing or
certification matter with respect to the employees of the Borrower or any of its
Subsidiaries, EXCEPT (with respect to any matter specified in any of the above
clauses), for such matters as, individually or in the aggregate, would not
reasonably be likely to have a Material Adverse Effect.

         7.17. YEAR 2000 COMPUTER MATTERS. (a) The Borrower and its Subsidiaries
(i) have conducted a comprehensive review and are conducting an assessment of
all areas of their business that could be adversely affected by the "Y2K ISSUE"
(that is, the risk that computer applications used by the Borrower and its
Subsidiaries may be unable to recognize and perform properly date-sensitive
functions involving certain dates prior to and any date after December 31,
1999), which review and assessment has included written inquiry of (to the date
hereof, many, and within a reasonable period of time thereafter, most and,
ultimately, all) of the Borrower's and its Subsidiaries' key suppliers and
vendors with whom there is regular electronic communication via access to
computer networks or systems, (ii) have developed a detailed plan and timeline
for addressing the Y2K issue, including linkages with, and programming changes
to be made by, key suppliers, vendors and customers, on a timely basis, and
(iii) have implemented that plan substantially in accordance with that
timetable.

         (b) Based on such review and program, (i) the Borrower reasonably
believes that the Y2K issue is not reasonably likely to have a Material Adverse
Effect, (ii) the Borrower reasonably anticipates that all computer applications
that are material to its business and the business of its Subsidiaries will on a
timely basis be able to perform properly date-sensitive functions for all dates
before and after January 1, 2000 (I.E., be "Y2K COMPLIANT"), and (iii) the
Borrower reasonably believes that each of such key suppliers, vendors and
customers will on a timely basis be Y2K compliant in all material respects which
affect the Borrower or any of its Subsidiaries.

         7.18. EXISTING INDEBTEDNESS. Annex III sets forth a true and complete
list, as of the date or dates set forth therein, of all Indebtedness of the
Borrower and each of its Subsidiaries, on a consolidated basis, which (i) has an
outstanding principal amount of at least $500,000, or may be incurred pursuant
to existing commitments or lines of credit, or (ii) is secured by any Lien on
any property of the Borrower or any Subsidiary, and which will be outstanding on
the Closing Date after giving effect to any Borrowing hereunder which is
expected to be made on the Closing Date, other than the Indebtedness created
under the Credit Documents (all such Indebtedness, whether or

                                       53

<PAGE>   59



not in a principal amount meeting such threshold and required to be so listed on
Annex III, herein the "EXISTING INDEBTEDNESS"). The Borrower has provided to the
Administrative Agent prior to the date of execution hereof true and complete
copies (or summary descriptions contained in Annex III in the case of Existing
Indebtedness of Foreign Subsidiaries) of all agreements and instruments
governing the Indebtedness listed on Annex III (the "EXISTING INDEBTEDNESS
AGREEMENTS").

         7.19. INVESTMENT COMPANY ACT, ETC. Neither the Borrower nor any of its
Subsidiaries is subject to regulation with respect to the creation or incurrence
of Indebtedness under the Investment Borrower Act of 1940, as amended, the
Interstate Commerce Act, as amended, the Federal Power Act, as amended, the
Public Utility Holding Company Act of 1935, as amended, or any applicable state
public utility law.

         7.20. SECURITY INTERESTS. Once executed and delivered, and until
terminated in accordance with the terms thereof, each of the Security Documents
creates, as security for the obligations purported to be secured thereby, a
valid and enforceable perfected security interest in and Lien on all of the
Collateral subject thereto from time to time, in favor of the Collateral Agent
for the benefit of the Secured Creditors referred to in the Security Documents,
superior to and prior to the rights of all third persons and subject to no other
Liens (except that the Collateral under the Security Agreement may be subject to
Permitted Liens). No filings or recordings are required in order to perfect the
security interests created under any Security Document except for filings or
recordings required in connection with any such Security Document which shall
have been made, or for which satisfactory arrangements have been made, upon or
prior to the execution and delivery thereof. All recording, stamp, intangible or
other similar taxes required to be paid by any person under applicable legal
requirements or other laws applicable to the property encumbered by the Security
Documents in connection with the execution, delivery, recordation, filing,
registration, perfection or enforcement thereof have been paid.

         7.21. TRUE AND COMPLETE DISCLOSURE. All factual information (taken as a
whole) heretofore or contemporaneously furnished by or on behalf of the Borrower
or any of its Subsidiaries in writing to the Administrative Agent or any Lender
for purposes of or in connection with this Agreement or any transaction
contemplated herein, other than the Financial Projections (as to which
representations are made only as provided in section 7.8), is, and all other
such factual information (taken as a whole) hereafter furnished by or on behalf
of such person in writing to any Lender will be, true and accurate in all
material respects on the date as of which such information is dated or certified
and not incomplete by omitting to state any material fact necessary to make such
information (taken as a whole) not misleading at such time in light of the
circumstances under which such information was provided, except that any such
future information consisting of financial projections prepared by management of
the Borrower is only represented herein as being based on good faith estimates
and assumptions believed by such persons to be reasonable at the time made. The
Lenders recognize that such projections as to future events are not to be viewed
as facts and that actual results during the period or periods covered by any
such projections may differ materially from the projected results. As of the
Effective Date, there is no fact known to the Borrower or any of its
Subsidiaries which has, or could reasonably be expected to have, a Material
Adverse Effect which has not theretofore been disclosed in writing to the
Lenders.



         SECTION 8.        AFFIRMATIVE COVENANTS.

         The Borrower hereby covenants and agrees that so long as this Agreement
is in effect and until such time as the Total Commitment has been terminated, no
Notes or Letters of Credit are outstanding and the Loans, together with
interest, Fees and all other Obligations hereunder, have been paid in full:

         8.1. REPORTING REQUIREMENTS. The Borrower will furnish to each Lender
and the Administrative Agent:

                  (a) ANNUAL FINANCIAL STATEMENTS. As soon as available and in
         any event within 100 days after the close of each fiscal year of the
         Borrower, the consolidated balance sheet of the Borrower and its
         consolidated Subsidiaries as at the end of such fiscal year and the
         related consolidated statements of income,

                                       54

<PAGE>   60



         of stockholders' equity and of cash flows for such fiscal year, in each
         case setting forth comparative figures for the preceding fiscal year,
         all in reasonable detail and accompanied by the opinion with respect to
         such consolidated financial statements of independent public
         accountants of recognized national standing selected by the Borrower,
         which opinion shall be unqualified and shall (i) state that such
         accountants audited such consolidated financial statements in
         accordance with generally accepted auditing standards, that such
         accountants believe that such audit provides a reasonable basis for
         their opinion, and that in their opinion such consolidated financial
         statements present fairly, in all material respects, the consolidated
         financial position of the Borrower and its consolidated subsidiaries as
         at the end of such fiscal year and the consolidated results of their
         operations and cash flows for such fiscal year in conformity with
         generally accepted accounting principles, or (ii) contain such
         statements as are customarily included in unqualified reports of
         independent accountants in conformity with the recommendations and
         requirements of the American Institute of Certified Public Accountants
         (or any successor organization).

                  (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available and
         in any event within 60 days after the close of each of the quarterly
         accounting periods in each fiscal year of the Borrower, the unaudited
         consolidated balance sheet of the Borrower and its consolidated
         Subsidiaries as at the end of such quarterly period and the related
         unaudited consolidated statements of income and of cash flows for such
         quarterly period and/or for the fiscal year to date, and setting forth,
         in the case of such unaudited consolidated statements of income and of
         cash flows, comparative figures for the related periods in the prior
         fiscal year, and which shall be certified on behalf of the Borrower by
         its chief financial or accounting officer or other Authorized Officer
         of the Borrower, subject to changes resulting from normal year-end
         audit adjustments.

                  (c) OFFICER'S COMPLIANCE CERTIFICATES. At the time of the
         delivery of the financial statements provided for in sections 8.1(a)
         and (b), a certificate on behalf of the Borrower by its chief financial
         or accounting officer or other Authorized Officer of the Borrower to
         the effect that, to the best knowledge of the Borrower, no Default or
         Event of Default exists or, if any Default or Event of Default does
         exist, specifying the nature and extent thereof and the actions the
         Borrower proposes to take with respect thereto, which certificate shall
         set forth the calculations required to establish compliance with the
         provisions of sections 9.7, 9.8, 9.9, 9.10 and 9.11 of this Agreement.

                  (d) BUDGETS AND FORECASTS. Promptly following the preparation
         and approval thereof by senior management of the Borrower and in any
         event not later than 30 days prior to the commencement of each fiscal
         year, a consolidated forecasted budget in reasonable detail for such
         fiscal year, and (if and to the extent prepared by management of the
         Borrower) for any subsequent fiscal years, in the form customarily
         prepared by management of the Borrower for its internal use.

                  (e) NOTICE OF DEFAULT, LITIGATION OR CERTAIN MATTERS INVOLVING
         MAJOR CUSTOMERS OR SUPPLIERS. Promptly, and in any event within three
         Business Days, in the case of clause (i) below, or five Business Days,
         in the case of clause (ii) or (iii) below, after the Borrower or any of
         its Subsidiaries obtains knowledge thereof, notice of

                           (i) the occurrence of any event which constitutes a
                  Default or Event of Default, which notice shall specify the
                  nature thereof, the period of existence thereof and what
                  action the Borrower proposes to take with respect thereto,

                           (ii) any litigation or governmental or regulatory
                  proceeding pending against the Borrower or any of its
                  Subsidiaries which is likely to have a Material Adverse
                  Effect, and

                           (iii) any significant adverse change (in the
                  Borrower's reasonable judgment) in the Borrower's or any
                  Subsidiary's relationship with, or any significant event or
                  circumstance which is in the Borrower's reasonable judgment
                  likely to adversely affect the Borrower's or any Subsidiary's
                  relationship with, (A) any customer (or related group of
                  customers) representing more than 10% of the Borrower's
                  consolidated revenues during its most recent fiscal year, or
                  (B) any

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<PAGE>   61



                  supplier which is material to the operations of the Borrower
                  and its Subsidiaries considered as an entirety.

                  (f) ERISA. Promptly, and in any event within 10 days after the
         Borrower, any Subsidiary of the Borrower or any ERISA Affiliate knows
         of the occurrence of any of the following, the Borrower will deliver to
         each of the Lenders a certificate on behalf of the Borrower of an
         Authorized Officer of the Borrower setting forth the full details as to
         such occurrence and the action, if any, that the Borrower, such
         Subsidiary or such ERISA Affiliate is required or proposes to take,
         together with any notices required or proposed to be given to or filed
         with or by the Borrower, the Subsidiary, the ERISA Affiliate, the PBGC,
         a Plan participant or the Plan administrator with respect thereto:

                           (i) that a Reportable Event has occurred with respect
                  to any Plan;

                           (ii) the institution of any steps by the Borrower,
                  any ERISA Affiliate, the PBGC or any other person to terminate
                  any Plan;

                           (iii) the institution of any steps by the Borrower or
                  any ERISA Affiliate to withdraw from any Plan;

                           (iv) the institution of any steps by the Borrower or
                  any Subsidiary to withdraw from any Multiemployer Plan or
                  Multiple Employer Plan, if such withdrawal could result in
                  withdrawal liability (as described in Part 1 of Subtitle E of
                  Title IV of ERISA) in excess of $2,000,000;

                           (v) a non-exempt "prohibited transaction" within the
                  meaning of section 406 of ERISA in connection with any Plan;

                           (vi) that a Plan which is subject to the minimum
                  funding requirements of ERISA has an Unfunded Current
                  Liability exceeding $5,000,000;

                           (vii) any material increase in the contingent
                  liability of the Borrower or any Subsidiary with respect to
                  any post-retirement welfare liability; or

                           (viii) the taking of any action by, or the
                  threatening of the taking of any action by, the Internal
                  Revenue Service, the Department of Labor or the PBGC with
                  respect to any of the foregoing.

                  (g) ENVIRONMENTAL MATTERS. Promptly upon, and in any event
         within 10 Business Days after, an officer of the Borrower or any of its
         Subsidiaries obtains knowledge thereof, notice of one or more of the
         following environmental matters: (i) any pending or threatened material
         Environmental Claim against the Borrower or any of its Subsidiaries or
         any Real Property owned or operated by the Borrower or any of its
         Subsidiaries; (ii) any condition or occurrence on or arising from any
         Real Property owned or operated by the Borrower or any of its
         Subsidiaries that (A) results in material noncompliance by the Borrower
         or any of its Subsidiaries with any applicable Environmental Law or (B)
         would reasonably be expected to form the basis of a material
         Environmental Claim against the Borrower or any of its Subsidiaries or
         any such Real Property; (iii) any condition or occurrence on any Real
         Property owned, leased or operated by the Borrower or any of its
         Subsidiaries that could reasonably be expected to cause such Real
         Property to be subject to any material restrictions on the ownership,
         occupancy, use or transferability by the Borrower or any of its
         Subsidiaries of such Real Property under any Environmental Law; and
         (iv) the taking of any material removal or remedial action in response
         to the actual or alleged presence of any Hazardous Material on any Real
         Property owned, leased or operated by the Borrower or any of its
         Subsidiaries as required by any Environmental Law or any governmental
         or other administrative agency. All such notices shall describe in
         reasonable detail the nature of the Environmental Claim and the
         Borrower's or such Subsidiary's response thereto.


                                       56

<PAGE>   62



                  (h) SEC REPORTS AND REGISTRATION STATEMENTS. Promptly upon
         transmission thereof or other filing with the SEC, copies of all
         registration statements (other than the exhibits thereto and any
         registration statement on Form S-8 or its equivalent) and annual,
         quarterly or current reports that the Borrower or any of its
         Subsidiaries files with the SEC.

                  (i) OTHER INFORMATION. With reasonable promptness, such other
         information or documents (financial or otherwise) relating to the
         Borrower or any of its Subsidiaries as any Lender may reasonably
         request from time to time.

         8.2. BOOKS, RECORDS AND INSPECTIONS. The Borrower will, and will cause
each of its Subsidiaries to, (i) keep proper books of record and account, in
which full and correct entries shall be made of all financial transactions and
the assets and business of the Borrower or such Subsidiaries, as the case may
be, in accordance with GAAP; and (ii) permit, upon at least three Business Days'
notice (or upon at least one Business Days' notice, if an Event of Default is
then continuing) to the chief financial officer of the Borrower, officers and
designated representatives of the Administrative Agent or any of the Lenders to
visit and inspect any of the properties or assets of the Borrower and any of its
Subsidiaries in whomsoever's possession (but only to the extent the Borrower or
such Subsidiary has the right to do so to the extent in the possession of
another person), to examine the books of account of the Borrower and any of its
Subsidiaries, and make copies thereof and take extracts therefrom, and to
discuss the affairs, finances and accounts of the Borrower and of any of its
Subsidiaries with, and be advised as to the same by, its and their officers and
independent accountants and independent actuaries, if any, all at such
reasonable times and intervals and to such reasonable extent as the
Administrative Agent or any of the Lenders may request.

         8.3. INSURANCE. (a) The Borrower will, and will cause each of its
Subsidiaries to, (i) maintain insurance coverage by such insurers and in such
forms and amounts and against such risks as are generally consistent with the
insurance coverage maintained by the Borrower and its Subsidiaries at the date
hereof, and (ii) forthwith upon any Lender's written request, furnish to such
Lender such information about such insurance as such Lender may from time to
time reasonably request, which information shall be prepared in form and detail
satisfactory to such Lender and certified by an Authorized Officer of the
Borrower.

         (b) The Borrower will, and will cause each of its Subsidiaries which is
a Credit Party to, at all times keep their respective property which is subject
to the Lien of any Security Document insured in favor of the Collateral Agent,
and all policies or certificates (or certified copies thereof) with respect to
such insurance (and any other insurance maintained by the Borrower or any such
Subsidiary) (i) shall be endorsed to the Collateral Agent's satisfaction for the
benefit of the Collateral Agent (including, without limitation, by naming the
Collateral Agent as loss payee (with respect to Collateral) or, to the extent
permitted by applicable law, as an additional insured), (ii) shall state that
such insurance policies shall not be canceled without 30 days' prior written
notice thereof (or 10 days' prior written notice in the case of cancellation for
the non-payment of premiums) by the respective insurer to the Collateral Agent,
(iii) shall provide that the respective insurers irrevocably waive any and all
rights of subrogation with respect to the Collateral Agent and the Lenders, and
(iv) shall in the case of any such certificates or endorsements in favor of the
Collateral Agent, be delivered to or deposited with the Collateral Agent. In no
event shall the Borrower be required to deposit the actual insurance policies
with the Collateral Agent. The Administrative Agent shall deliver copies of any
certificates of insurance to a Lender upon such Lender's request.

         (c) If the Borrower or any of its Subsidiaries shall fail to maintain
all insurance in accordance with this section 8.3, or if the Borrower or any of
its Subsidiaries shall fail to so endorse and deliver or deposit all
endorsements or certificates with respect thereto, the Administrative Agent
and/or the Collateral Agent shall have the right (but shall be under no
obligation), upon prior notice to the Borrower, to procure such insurance and
the Borrower agrees to reimburse the Administrative Agent or the Collateral
Agent, as the case may be, on demand, for all costs and expenses of procuring
such insurance.

         8.4. PAYMENT OF TAXES AND CLAIMS. The Borrower will pay and discharge,
and will cause each of its Subsidiaries to pay and discharge, all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits, or upon any properties belonging to it, prior to the date on
which penalties attach thereto, and all lawful claims which, if unpaid, might
become a Lien or charge upon any properties of the Borrower or any of

                                       57

<PAGE>   63



its Subsidiaries; PROVIDED that neither the Borrower nor any of its Subsidiaries
shall be required to pay any such tax, assessment, charge, levy or claim which
is being contested in good faith and by proper proceedings if it has maintained
adequate reserves with respect thereto in accordance with GAAP; and PROVIDED,
FURTHER, that the Borrower will not be considered to be in default of any of the
provisions of this sentence if the Borrower or any Subsidiary fails to pay any
such amount which, individually or in the aggregate, is immaterial. Without
limiting the generality of the foregoing, the Borrower will, and will cause each
of its Subsidiaries to, pay in full all of its wage obligations to its employees
in accordance with the Fair Labor Standards Act (29 U.S.C. sections 206-207) and
any comparable provisions of applicable law.

         8.5. CORPORATE FRANCHISES. The Borrower will do, and will cause each of
its Subsidiaries to do, or cause to be done, all things necessary to preserve
and keep in full force and effect its corporate existence, rights and authority,
PROVIDED that any transaction permitted by section 9.2 will not constitute a
breach of this section 8.5.

         8.6. GOOD REPAIR. The Borrower will, and will cause each of its
Subsidiaries to, ensure that its material properties and equipment used or
useful in its business in whomsoever's possession they may be, are kept in good
repair, working order and condition, normal wear and tear excepted, and that
from time to time there are made in such properties and equipment all needful
and proper repairs, renewals, replacements, extensions, additions, betterments
and improvements, thereto, to the extent and in the manner customary for
companies in similar businesses.

         8.7. COMPLIANCE WITH STATUTES, ETC. The Borrower will, and will cause
each of its Subsidiaries to, comply, in all material respects, with all
applicable statutes, regulations and orders of, and all applicable restrictions
imposed by, all governmental bodies, domestic or foreign, in respect of the
conduct of its business and the ownership of its property, other than those the
noncompliance with which would not have, and which would not be reasonably
expected to have, a Material Adverse Effect.

         8.8. COMPLIANCE WITH ENVIRONMENTAL LAWS. Without limitation of the
covenants contained in section 8.7, the Borrower will comply, and will cause
each of its Subsidiaries to comply, in all material respects, with all
Environmental Laws applicable to the ownership, lease or use of all Real
Property now or hereafter owned, leased or operated by the Borrower or any of
its Subsidiaries, will promptly pay or cause to be paid all costs and expenses
incurred in connection with such compliance, and will keep or cause to be kept
all such Real Property free and clear of any Liens imposed pursuant to such
Environmental Laws which are not permitted under section 9.3. Neither the
Borrower nor any of its Subsidiaries will generate, use, treat, store, release
or dispose of, or permit the generation, use, treatment, storage, release or
disposal of, Hazardous Materials on any Real Property now or hereafter owned,
leased or operated by the Borrower or any of its Subsidiaries or transport or
permit the transportation of Hazardous Materials to or from any such Real
Property other than in compliance with applicable Environmental Laws and in the
ordinary course of business, except for such noncompliance as would not have,
and which would not be reasonably expected to have, a Material Adverse Effect.
If required to do so under any applicable order of any governmental agency, the
Borrower will undertake, and cause each of its Subsidiaries to undertake, any
clean up, removal, remedial or other action necessary to remove and clean up any
Hazardous Materials from any Real Property owned, leased or operated by the
Borrower or any of its Subsidiaries in accordance with, in all material
respects, the requirements of all applicable Environmental Laws and in
accordance with, in all material respects, such orders of all governmental
authorities, except to the extent that the Borrower or such Subsidiary is
contesting such order in good faith and by appropriate proceedings and for which
adequate reserves have been established to the extent required by GAAP.

         8.9. FISCAL YEARS, FISCAL QUARTERS. If the Borrower shall change any of
its or any of its Subsidiaries' fiscal years or fiscal quarters (other than the
fiscal year or fiscal quarters of a person which becomes a Subsidiary, made at
the time such person becomes a Subsidiary to conform to the Borrower's (or such
Subsidiary's immediate parent's) fiscal year and fiscal quarters), the Borrower
will promptly, and in any event within 30 days following any such change,
deliver a notice to the Administrative Agent and the Lenders describing such
change and any material accounting entries made in connection therewith and
stating whether such change will have any impact upon any financial computations
to be made hereunder, and if any such impact is foreseen, describing in
reasonable detail the nature and extent of such impact; PROVIDED that the
Borrower may omit to give any such notice relating to a change

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<PAGE>   64



in the fiscal year or fiscal quarters of a Foreign Subsidiary if such change
will not have any material impact upon any financial computations to be made
hereunder. If the Required Lenders determine that any such change notified by
the Borrower will have any impact upon any financial computations to be made
hereunder which is adverse to the Lenders, the Borrower will, if so requested by
the Administrative Agent, enter into an amendment to this Agreement, in form and
substance satisfactory to the Administrative Agent and the Required Lenders,
modifying any of the financial covenants or related provisions hereof in such
manner as the Required Lenders determine is necessary to eliminate such adverse
effect.

         8.10. CERTAIN SUBSIDIARIES TO GUARANTEE OBLIGATIONS. (a) In the event
that at any time after the Effective Date, the Borrower has any Domestic
Subsidiary which is a Material Subsidiary (other than MARTA Technologies, Inc.,
UNLESS either (x) such Subsidiary shall continue as a Subsidiary but shall no
longer be treated under GAAP as a discontinued operation, or (y) the Required
Lenders require that such Subsidiary be subject to this section 8.10(a)), the
Borrower will promptly, and in any event within 30 days following any date when
such circumstances exist, notify the Administrative Agent in writing of such
circumstances, identifying the Domestic Subsidiary or Subsidiaries in question
and referring specifically to the rights of the Administrative Agent and the
Lenders under this section 8.10.

         (b) The Borrower represents and warrants that as of the Effective Date
it has no Domestic Subsidiary which is a Material Subsidiary (other than MARTA
Technologies, Inc.).

         (c) If at any time when the circumstances described in section 8.10(a)
exist, the Administrative Agent requests the Borrower in writing to do so (the
Administrative Agent may give such request on its own initiative or upon request
by the Required Lenders), the Borrower will promptly and in any event within 10
days following receipt by it of such request from the Administrative Agent,
cause each such Domestic Subsidiary which is a Material Subsidiary to deliver to
the Administrative Agent, in sufficient quantities for the Lenders, (i) a
guaranty (a "GUARANTY") of all of the Obligations (and, if required by the terms
thereof or any consents, waivers or amendments obtained in connection therewith,
any other Indebtedness of the Borrower and its Domestic Subsidiaries on a PARI
PASSU basis), satisfactory in form and substance to the Administrative Agent and
the Required Lenders, duly executed by each such Subsidiary, and (ii) if such
Subsidiary is a corporation, resolutions of the Board of Directors of such
Subsidiary, certified by the Secretary or an Assistant Secretary of such
Subsidiary as duly adopted and in full force and effect, authorizing the
execution and delivery of such guaranty, or if such Subsidiary is not a
corporation, such other evidence of the authority of such Subsidiary to execute
such guaranty as the Administrative Agent may reasonably request; PROVIDED,
HOWEVER, that the Borrower may, upon prior written notice to the Administrative
Agent, defer compliance with the foregoing requirement for a period of up to 30
days to the extent necessary in order to

                  (A) obtain any consents, waivers or amendments of any
         documents evidencing or governing any Indebtedness of the Borrower or
         any of its Subsidiaries (other than the Obligations) which may be
         required in order for any Domestic Subsidiary which is a Material
         Subsidiary to guarantee the Obligations (and, if required, any other
         Indebtedness of the Borrower and its Domestic Subsidiaries on a PARI
         PASSU basis) without causing an event of default under such
         Indebtedness; and/or

                  (B) prepay in full all Indebtedness as to which such consents,
         waivers or amendments have not been so obtained, so as to eliminate any
         necessity for obtaining same in order to provide the guaranty referred
         to above and avoid an event of default under any such Indebtedness.

         8.11. ADDITIONAL COLLATERAL; FURTHER ASSURANCES. (a) In the event that
at any time after the Closing Date the Borrower or any of its Subsidiaries has
any Material Subsidiary (other than MARTA Technologies, Inc., UNLESS either (x)
such Subsidiary shall continue as a Subsidiary but shall no longer be treated
under GAAP as a discontinued operation, or (y) the Required Lenders require that
such Subsidiary be subject to this section 8.11(a)), the Borrower will promptly,
and in any event within 30 days after the person becomes such a Material
Subsidiary, notify the Administrative Agent thereof and of the rights of the
Administrative Agent and the Lenders under this section 8.11(a). If requested by
the Administrative Agent or the Required Lenders, the Borrower will, or will
cause the Subsidiary which owns the capital stock or other equity interests in
such person which has become such a

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<PAGE>   65



Subsidiary to, join in the Pledge Agreement, or in the case of a person which is
a Foreign Subsidiary, enter into a pledge agreement, acceptable in form and
substance to the Collateral Agent and conforming to the requirements of law of
the jurisdiction in which such Foreign Subsidiary is organized, and pledge or
cause to be pledged to the Collateral Agent all (or at least 65%, in the case of
any such person which is a Foreign Subsidiary) of the capital stock and other
equity interests in such person (and any other Collateral of the nature
described in the Pledge Agreement) which are owned by the Borrower or any
Subsidiary, as the case may be, to the Collateral Agent, for the benefit of the
Secured Creditors (as defined in the Pledge Agreement). Notwithstanding the
foregoing, the Borrower shall not be required to cause to be pledged any of the
stock or other equity interests in any Foreign Subsidiary which is not a first
tier Foreign Subsidiary of the Borrower.

         (b) In the event that at any time after the Closing Date the Borrower
or any of its Subsidiaries has any Domestic Subsidiary which is a Material
Subsidiary (other than MARTA Technologies, Inc., UNLESS either (x) such
Subsidiary shall continue as a Subsidiary but shall no longer be treated under
GAAP as a discontinued operation, or (y) the Required Lenders require that such
Subsidiary be subject to this section 8.11(b)), which is not a party to the
Security Agreement, the Borrower will promptly, and in any event within 30 days
after the person becomes such a Subsidiary, notify the Administrative Agent
thereof and of the rights of the Administrative Agent and the Lenders under this
section 8.11(b). If requested by the Administrative Agent or the Required
Lenders, the Borrower will cause such Subsidiary to join in the Security
Agreement as an Assignor thereunder.

         (c) The Borrower will if requested by any Lender at any time, in order
to meet any legal requirement applicable to such Lender, provide to the
Collateral Agent and the Lenders, at the sole cost and expense of the Borrower,
appraisals and other supporting documentation relating to any Mortgage, as
specified by any Lender, meeting the appraisal and other documentation
requirements of the Real Estate Reform Amendments of the Financial Institution
Reform, Recovery and Enforcement Act of 1989, as amended, or any other legal
requirements applicable to any Lender, which in the case of any such appraisal
shall be prepared by one or more valuation firms of national standing,
acceptable to the Required Lenders, utilizing appraisal standards satisfying
such Amendments, Act or other legal requirements.

         (d) The Borrower will, and will cause each of its Subsidiaries to, at
the expense of the Borrower, make, execute, endorse, acknowledge, file and/or
deliver to the Collateral Agent from time to time such conveyances, financing
statements, transfer endorsements, stock powers, powers of attorney,
certificates, and other assurances or instruments and take such further steps
relating to the Collateral covered by any of the Security Documents as the
Collateral Agent may reasonably require. Furthermore, the Borrower shall cause
to be delivered to the Collateral Agent such opinions of local counsel as may be
reasonably requested by the Administrative Agent or the Collateral Agent in
connection with the perfection of the Liens of any Security Documents in any
jurisdiction outside the United States.

         8.12. MOST FAVORED COVENANT STATUS. Should the Borrower at any time
after the Effective Date, issue or guarantee any unsecured Indebtedness
denominated in U.S. dollars for money borrowed or represented by bonds, notes,
debentures or similar securities in an aggregate amount exceeding $10,000,000,
to any lender or group of lenders acting in concert with one another, or one or
more institutional investors, pursuant to a loan agreement, credit agreement,
note purchase agreement, indenture, guaranty or other similar instrument, which
agreement, indenture, guaranty or instrument, includes affirmative or negative
business or financial covenants (or any events of default or other type of
restriction which would have the practical effect of any affirmative or negative
business or financial covenant, including, without limitation, any "put" or
mandatory prepayment of such Indebtedness upon the occurrence of a "change of
control") which are applicable to the Borrower, other than those set forth
herein or in any of the other Credit Documents, the Borrower shall promptly so
notify the Administrative Agent and the Lenders and, if the Administrative Agent
shall so request by written notice to the Borrower (after a determination has
been made by the Required Lenders that any of the above-referenced documents or
instruments contain any such provisions, which either individually or in the
aggregate, are more favorable to the holders of such unsecured Indebtedness than
any of the provisions set forth herein), the Borrower, the Administrative Agent
and the Lenders shall promptly amend this Agreement to incorporate some or all
of such provisions, in the discretion of the Administrative Agent and the
Required Lenders, into this Agreement and, to the extent necessary and
reasonably

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<PAGE>   66



desirable to the Administrative Agent and the Required Lenders, into any of the
other Credit Documents, all at the election of the Administrative Agent and the
Required Lenders.

         8.13. HEDGE AGREEMENTS, ETC. The Borrower will, and will cause each of
its Subsidiaries to, enter into Hedge Agreements (i) in order to provide
protection to the Borrower or any such Subsidiary from fluctuations and other
changes in interest rates and currency exchange rates, as and to the extent
considered reasonably necessary by the Borrower, but without exposing the
Borrower or its Subsidiaries to predominantly speculative risks unrelated to the
amount of assets, Indebtedness or other liabilities intended to be subject to
coverage on a notional basis under all such Hedge Agreements; and (ii) in the
case of any Hedge Agreement entered into after the Effective Date, only if the
proposed form thereof (including any proposed pricing or other material terms)
has been provided to the Administrative Agent contemporaneously with the entry
into such Hedge Agreement.

         8.14. CASUALTY AND CONDEMNATION. (a) The Borrower will promptly (and in
any event within 10 days) furnish to the Administrative Agent and the Lenders
written notice of any Event of Loss involving any property included in the
Collateral which is reasonably believed to be in excess of $5,000,000.

         (b) If any Event of Loss results in Net Proceeds (whether in the form
of insurance proceeds, a condemnation award or otherwise), a portion or all of
which is required to be applied as a prepayment of the Loans pursuant to section
5.2, the Collateral Agent is authorized to collect such Net Proceeds and, if
received by any Credit Party, the Borrower will, or will cause any applicable
Credit Party, to pay over such Net Proceeds to the Collateral Agent.

         8.15. SENIOR DEBT. The Borrower will at all times ensure that (a) the
claims of the Lenders in respect of the Obligations of the Borrower will not be
subordinate to, and will in all respects rank PARI PASSU with, the claims of the
holders of the Senior Notes, and (b) any Indebtedness subordinated in any manner
to the claims of any other senior unsecured creditor of the Borrower will be
subordinated in like manner to such claims of the Lenders.


         SECTION 9.        NEGATIVE COVENANTS.

         The Borrower hereby covenants and agrees that on the Effective Date and
thereafter for so long as this Agreement is in effect and until such time as the
Total Commitment has been terminated, no Notes or Letters of Credit remain
outstanding and the Loans, together with interest, Fees and all other
Obligations incurred hereunder are paid in full:

         9.1. CHANGES IN BUSINESS. Neither the Borrower nor any of its
Subsidiaries will engage in any business if, as a result, the general nature of
the business, taken on a consolidated basis, which would then be engaged in by
the Borrower and its Subsidiaries, would be substantially changed from the
general nature of the business engaged in by the Borrower and its Subsidiaries
on the date hereof.

         9.2. CONSOLIDATION, MERGER, ACQUISITIONS, ASSET SALES, ETC. The
Borrower will not, and will not permit any Subsidiary to, (1) wind up, liquidate
or dissolve its affairs, (2) enter into any transaction of merger or
consolidation, (3) make or otherwise effect any Acquisition, (4) sell or
otherwise dispose of any of its property or assets outside the ordinary course
of business, or otherwise make or otherwise effect any Asset Sale, or (5) agree
to do any of the foregoing at any future time, EXCEPT that the following shall
be permitted:

                  (a) CERTAIN INTERCOMPANY MERGERS, ETC. If no Default or Event
         of Default shall have occurred and be continuing or would result
         therefrom, (i) the merger, consolidation or amalgamation of any
         Wholly-Owned Subsidiary with or into the Borrower or another
         Wholly-Owned Subsidiary, so long as in any merger, consolidation or
         amalgamation involving the Borrower, the Borrower is the surviving or
         continuing or resulting corporation, (ii) the liquidation or
         dissolution of any Wholly-Owned Subsidiary of the Borrower, and (iii)
         the transfer or other disposition of any property by the Borrower to
         any Wholly-Owned Subsidiary or by any Wholly-Owned Subsidiary to the
         Borrower or any other Wholly-Owned Subsidiary of the Borrower, shall
         each be permitted.

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<PAGE>   67



                  (b) OTHER MERGERS, ETC. INVOLVING THE BORROWER. The Borrower
         may consolidate or merge with any other corporation, or sell, transfer
         or otherwise dispose of all or substantially all of the property and
         assets of the Borrower and its Subsidiaries to any person, if (i) the
         surviving, continuing or resulting corporation of such merger or
         consolidation (if other than the Borrower) or the acquiring person
         unconditionally assumes the obligations of the Borrower under the
         Credit Documents pursuant to an assumption agreement in form and
         substance reasonably satisfactory to the Required Lenders, (ii) no
         Event of Default has occurred and is continuing or would result
         therefrom, and (iii) no Change of Control would be occasioned thereby.

                  (c) PERMITTED ACQUISITIONS. If no Default or Event of Default
         shall have occurred and be continuing or would result therefrom, the
         Borrower or any Subsidiary may make any Acquisition which is a
         Permitted Acquisition, PROVIDED that all of the requirements contained
         in the definition of the term Permitted Acquisition are satisfied.

                  (d) PERMITTED DISPOSITIONS. If no Default or Event of Default
         shall have occurred and be continuing or would result therefrom, the
         Borrower or any of its Subsidiaries may (i) sell any property, land or
         building (including any related receivables or other intangible assets)
         to any person which is not a Subsidiary of the Borrower, or (ii) sell
         the entire capital stock (or other equity interests) and Indebtedness
         of any Subsidiary owned by the Borrower or any other Subsidiary to any
         person which is not a Subsidiary of the Borrower, or (iii) permit any
         Subsidiary to be merged or consolidated with a person which is not an
         Affiliate of the Borrower, or (iv) consummate any other Asset Sale with
         a person who is not a Subsidiary of the Borrower; PROVIDED that:

                           (A) the consideration for such transaction represents
                  fair value (as determined by management of the Borrower);

                           (B) both (1) the cumulative aggregate consideration
                  for all such transactions completed after September 30, 1998
                  does not exceed an amount equal to 15% of the Borrower's
                  Consolidated Total Assets as of the end of the most recent
                  fiscal year prior thereto for which financial statements have
                  been delivered to the Lenders hereunder; and (2) the aggregate
                  consideration for all such transactions completed during the
                  then current fiscal year does not exceed an amount equal to
                  10% of the Borrower's Consolidated Total Assets as of the
                  commencement of such fiscal year; PROVIDED, HOWEVER, that
                  there shall be excluded from computations under this clause
                  (B) the aggregate consideration for any disposition of MARTA
                  Technologies, Inc. (or its assets);

                           (C) in the case of any such transaction involving
                  consideration in excess of $10,000,000, at least five Business
                  Days prior to the date of completion of such transaction the
                  Borrower shall have delivered to the Administrative Agent an
                  officer's certificate executed on behalf of the Borrower by an
                  Authorized Officer of the Borrower, which certificate shall
                  contain (1) a description of the proposed transaction, the
                  date such transaction is scheduled to be consummated, the
                  estimated purchase price or other consideration for such
                  transaction, (2) financial information pertaining to
                  compliance with the preceding clauses (A) and (B), (3) a
                  certification that no Default or Event of Default has occurred
                  and is continuing, or would result from consummation of such
                  transaction, and (4) which shall (if requested by the
                  Administrative Agent) include a certified copy of the draft or
                  definitive documentation pertaining thereto; and

                           (D) no sale or other disposition of any Mortgaged
                  Property shall be made to any person under any circumstances,
                  UNLESS all of the Lenders otherwise agree in writing.

                  (e) LEASES. The Borrower or any of its Subsidiaries may enter
         into leases of property or assets not constituting Acquisitions or
         Asset Sales, PROVIDED such leases are not otherwise in violation of
         this Agreement.


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<PAGE>   68



                  (f) CAPITAL EXPENDITURES: The Borrower and it Subsidiaries
         shall be permitted to make any Consolidated Capital Expenditures which
         will not result in a violation of this Agreement.

                  (g) PERMITTED INVESTMENTS. The Borrower and it Subsidiaries
         shall be permitted to make the investments permitted pursuant to
         section 9.5.

To the extent the Required Lenders (or all of the Lenders as shall be required
by section 12.12) waive the provisions of this section 9.2 with respect to the
sale, transfer or other disposition of any Collateral, or any Collateral is
sold, transferred or disposed of as permitted by this section 9.2, (i) such
Collateral shall be sold, transferred or disposed of free and clear of the Liens
created by the respective Security Documents; (ii) if such Collateral includes
all of the capital stock of a Subsidiary which is a party to a Guaranty entered
into pursuant to section 8.10 or any Security Document, or whose capital stock
is pledged under a Security Document, such capital stock shall be released from
the Security Documents and such Subsidiary shall be released from such Guaranty;
and (iii) the Administrative Agent and the Collateral Agent are hereby
authorized to take actions deemed appropriate by them in order to effectuate the
foregoing.

         9.3. LIENS. The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of any kind (real or personal, tangible or
intangible) of the Borrower or any such Subsidiary whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable or notes with or without
recourse to the Borrower or any of its Subsidiaries, other than for purposes of
collection of delinquent accounts in the ordinary course of business) or assign
any right to receive income, or file or permit the filing of any financing
statement under the UCC or any other similar notice of Lien under any similar
recording or notice statute, EXCEPT that the foregoing restrictions shall not
apply to:

                  (a) STANDARD PERMITTED LIENS: the Standard Permitted Liens;

                  (b) EXISTING LIENS, ETC.: Liens (i) in existence on the
         Effective Date which are listed, and the Indebtedness secured thereby
         and the property subject thereto on the Effective Date described, in
         Annex IV, or (ii) arising out of the refinancing, extension, renewal or
         refunding of any Indebtedness secured by any such Liens, PROVIDED that
         the principal amount of such Indebtedness is not increased and such
         Indebtedness is not secured by any additional assets; and

                  (c) PURCHASE MONEY LIENS AND LIENS ON ACQUIRED PROPERTIES:
         Liens which

                           (i) are placed upon equipment or machinery or
                  improvements to Real Property (including the associated Real
                  Property) used in the ordinary course of business of the
                  Borrower or any Subsidiary at the time of (or within 180 days
                  after) the acquisition of such equipment or machinery or the
                  completion of such improvements by the Borrower or any such
                  Subsidiary to secure Indebtedness incurred to pay or finance
                  all or a portion of the purchase price or other cost thereof,
                  PROVIDED that the Lien encumbering the equipment or machinery
                  so acquired or the Real Property so improved does not encumber
                  any other asset of the Borrower or any such Subsidiary; or

                           (ii) are existing on property or other assets at the
                  time acquired by the Borrower or any Subsidiary or on assets
                  of a person at the time such person first becomes a Subsidiary
                  of the Borrower; PROVIDED that (A) any such Liens were not
                  created at the time of or in contemplation of the acquisition
                  of such assets or person by the Borrower or any of its
                  Subsidiaries; (B) in the case of any such acquisition of a
                  person, any such Lien attaches only to the property and assets
                  of such person; and (C) in the case of any such acquisition of
                  property or assets by the Borrower or any Subsidiary, any such
                  Lien attaches only to the property and assets so acquired and
                  not to any other property or assets of the Borrower or any
                  Subsidiary;


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<PAGE>   69



         PROVIDED that (1) the Indebtedness secured by any such Lien does not
         exceed 100% of the fair market value of the property and assets to
         which such Lien attaches, determined at the time of the acquisition or
         improvement of such property or asset or the time at which such person
         becomes a Subsidiary of the Borrower (except in the circumstances
         described in clause (ii) above to the extent such Liens constituted
         customary purchase money Liens at the time of incurrence and were
         entered into in the ordinary course of business), and (2) the
         Indebtedness secured thereby is permitted by section 9.4(c).

         9.4. INDEBTEDNESS. The Borrower will not, and will not permit any of
its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness of the Borrower or any of its Subsidiaries, EXCEPT:

                  (a) CREDIT DOCUMENTS: Indebtedness incurred under this
         Agreement and the other Credit Documents;

                  (b) EXISTING INDEBTEDNESS: Existing Indebtedness; and any
         refinancing, extension, renewal or refunding of any such Existing
         Indebtedness not involving an increase in the principal amount thereof
         or a reduction of more than 10% in the remaining weighted average life
         to maturity thereof (computed in accordance with standard financial
         practice); PROVIDED that any Existing Indebtedness identified in Annex
         III or otherwise referred to in section 6.1 as being intended to be
         refinanced by Loans incurred hereunder or otherwise retired, may not be
         otherwise refinanced;

                  (c) PRIORITY DEBT: the following Indebtedness (collectively,
         "PRIORITY DEBT"):

                           (i) Indebtedness consisting of Capital Lease
                  Obligations of the Borrower and its Subsidiaries,

                           (ii) Indebtedness secured by a Lien on any property
                  of the Borrower or any Subsidiary, and

                           (iii) other Indebtedness of Subsidiaries of the
                  Borrower (exclusive of Indebtedness owed pursuant to any of
                  the Credit Documents or to the Borrower or a Wholly-Owned
                  Subsidiary of the Borrower);

         PROVIDED that at the time of any incurrence thereof after the date
         hereof, and after giving effect thereto, (A) the Borrower would be in
         compliance with sections 9.8 and 9.9, and no Event of Default shall
         have occurred and be continuing or would result therefrom; and (B) the
         aggregate outstanding principal amount (using Capitalized Lease
         Obligations in lieu of principal amount, in the case of any Capital
         Lease) of Priority Debt permitted by this clause (c), exclusive of the
         guarantees by Subsidiaries of the Borrower of the Borrower's Senior
         Notes, does not exceed an amount equal to 20% of the Borrower's
         Consolidated Net Worth as of the end of the most recent fiscal period
         for which financial statements have been delivered to the Lenders
         hereunder;

                  (d) INTERCOMPANY DEBT: Indebtedness of the Borrower to any of
         its Subsidiaries, and Indebtedness of any of the Borrower's
         Subsidiaries to the Borrower or to another Subsidiary of the Borrower;

                  (e) HEDGE AGREEMENTS: Indebtedness of the Borrower and its
         Subsidiaries under Hedge Agreements;

                  (f) GUARANTY OBLIGATIONS: any Guaranty Obligations permitted
         by section 9.5; and

                  (g) ADDITIONAL UNSECURED DEBT AND GUARANTY OBLIGATIONS:
         additional unsecured Indebtedness of the Borrower (including additional
         unsecured Guaranty Obligations of the Borrower), PROVIDED that at the
         time of incurrence thereof, and after giving effect thereto, (i) the
         Borrower would be

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<PAGE>   70



         in compliance with sections 9.8 and 9.9; and (ii) no Event of Default
         shall have occurred and be continuing or would result therefrom.

         9.5. ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The
Borrower will not, and will not permit any of its Subsidiaries to, (1) lend
money or credit or make advances to any person, (2) purchase or acquire any
stock, obligations or securities of, or any other interest in, or make any
capital contribution to, or other investment in, any person, (3) create, acquire
or hold any Subsidiary, (4) be or become a party to any joint venture or
partnership, or (5) be or become obligated under any Guaranty Obligations (other
than those which may be created in favor of the Lenders pursuant to the Credit
Documents), EXCEPT:

                  (a) the Borrower or any of its Subsidiaries may invest in cash
         and Cash Equivalents;

                  (b) any endorsement of a check or other medium of payment for
         deposit or collection, or any similar transaction in the normal course
         of business;

                  (c) the Borrower and its Subsidiaries may acquire and hold
         receivables owing to them in the ordinary course of business and
         payable or dischargeable in accordance with customary trade terms;

                  (d) investments acquired by the Borrower or any of its
         Subsidiaries (i) in exchange for any other investment held by the
         Borrower or any such Subsidiary in connection with or as a result of a
         bankruptcy, workout, reorganization or recapitalization of the issuer
         of such other investment, or (ii) as a result of a foreclosure by the
         Borrower or any of its Subsidiaries with respect to any secured
         investment or other transfer of title with respect to any secured
         investment in default;

                  (e) loans and advances to employees for business-related
         travel expenses, moving expenses, costs of replacement homes, business
         machines or supplies, automobiles and other similar expenses, in each
         case incurred in the ordinary course of business, shall be permitted;

                  (f) existing loans, advances and investments in any
         Subsidiaries;

                  (g) to the extent not permitted by the foregoing clauses, the
         existing loans, advances, investments and guarantees described on Annex
         V hereto;

                  (h) investments of the Borrower and its Subsidiaries in Hedge
         Agreements;

                  (i) loans and advances by any Subsidiary of the Borrower to
         the Borrower, PROVIDED that the Indebtedness represented thereby
         constitutes Subordinated Indebtedness;

                  (j) loans and advances by the Borrower or any Subsidiary to,
         and investments by the Borrower or any Subsidiary in, any Wholly-Owned
         Subsidiary;

                  (k) the Acquisitions permitted by section 9.2; and loans,
         advances and investments of any person which are outstanding at the
         time such person becomes a Subsidiary of the Borrower as a result of an
         Acquisition permitted by section 9.2, but not any increase in the
         amount thereof; and

                  (l) any unsecured Guaranty Obligation incurred by the Borrower
         or any Subsidiary with respect to (i) Indebtedness of a Wholly-Owned
         Subsidiary of the Borrower which is permitted under section 9.4, or
         (ii) other obligations of a Wholly-Owned Subsidiary of the Borrower
         which are not prohibited by this Agreement;

                  (m) guarantees by Subsidiaries of the Borrower of the
         Borrower's Senior Notes, and any other Guaranty Obligations permitted
         under section 9.4; and

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<PAGE>   71



                  (n) any other equity investments (whether in the form of cash
         or contribution of property, and if in the form of a contribution of
         property, such property shall be valued for purposes of this clause at
         the fair value thereof as reasonably determined by the Borrower),
         including, without limitation, in or to Subsidiaries, Affiliates, joint
         ventures, or other persons, not otherwise permitted by the foregoing
         clauses, made after the end of the most recent fiscal quarter of the
         Borrower for which financial statements were furnished to the Lenders
         prior to the Effective Date, PROVIDED that (i) at the time of making
         any such investment no Event of Default shall have occurred and be
         continuing, or would result therefrom, and (ii) the aggregate cash
         consideration used for all such equity investments made after September
         30, 1998 does not exceed $10,000,000.

         9.6. DIVIDENDS, ETC. The Borrower will not (x) directly or indirectly
declare, order, pay or make any dividend (other than dividends payable solely in
capital stock of the Borrower) or other distribution on or in respect of any
capital stock of any class of the Borrower, whether by reduction of capital or
otherwise (collectively "DIVIDENDS"), or (y) directly or indirectly make, or
permit any of its Subsidiaries to directly or indirectly make, any purchase,
redemption, retirement or other acquisition of any capital stock of any class of
the Borrower (other than for a consideration consisting solely of capital stock
of the same class of the Borrower) or of any warrants, rights or options to
acquire or any securities convertible into or exchangeable for any capital stock
of the Borrower (collectively, "STOCK REPURCHASES"), UNLESS, immediately prior
to and immediately after giving effect to any such action, (i) no Default under
section 10.1(a) or Event of Default shall have occurred and be continuing, and
(ii) the Borrower is in compliance with section 9.7.

         9.7. MINIMUM CONSOLIDATED NET WORTH. The Borrower will not permit its
Consolidated Net Worth at any time to be less than $209,469,000, EXCEPT that (i)
effective as of the end of the Borrower's fiscal quarter ended on or nearest to
December 31, 1998, and as of the end of each fiscal quarter thereafter, the
foregoing amount (as it may from time to time be adjusted as herein provided),
shall be increased by 50% of the Consolidated Net Income of the Borrower for the
fiscal quarter ended on such date, if any (there being no reduction in the case
of any such Consolidated Net Income which reflects a deficit), (ii) the
foregoing amount (as it may from time to time be adjusted as herein provided),
shall be increased by an amount equal to 50% of the cash proceeds (net of
underwriting discounts and commissions and other customary fees and costs
associated therewith) from any sale or issuance of equity by the Borrower after
June 30, 1998 (other than any sale or issuance to management or employees or
employee benefit plans pursuant to employee benefit plans of general
application), (iii) the foregoing amount (as it may from time to time be
adjusted as herein provided), shall be increased by an amount equal to 50% of
the increase in Consolidated Net Worth attributable to the issuance of common
stock or other equity interests subsequent to June 30, 1998 as consideration in
any Acquisitions permitted under section 9.2, and (iv) the foregoing amount (as
it may from time to time be adjusted as herein provided), shall be decreased
(but not by more than a maximum of $50,000,000) by 100% of the aggregate value
of the consideration paid by the Borrower and its Subsidiaries in cash or
property for Stock Repurchases after December 31, 1999.

         9.8. CONSOLIDATED TOTAL DEBT/CONSOLIDATED EBITDA RATIO. The Borrower
will not at any time permit the ratio of (x) the amount of its Consolidated
Total Debt at such time, TO (y) its Consolidated EBITDA for its Testing Period
most recently ended, to exceed (i) 3.50 to 1.00 for any Testing Period ended on
or prior to the Collateral Release Date, or (ii) 2.50 to 1.00, for any Testing
Period ended thereafter.

         9.9. MINIMUM CONSOLIDATED EBITDA. The Borrower will not at any time
permit its Consolidated EBITDA for its Testing Period most recently ended to be
less than (i) $45,000,000, for any Testing Period ended on or prior to December
31, 1998, (ii) $36,000,000, for any Testing Period ended thereafter and on or
prior to September 30, 1999, (iii) $41,000,000, for its Testing Period ended
December 31, 1999, or (iv) $45,000,000, for any Testing Period ended thereafter.

         9.10. FIXED CHARGE COVERAGE RATIO. The Borrower will not at any time
permit the ratio of

                  (x) its Consolidated EBITDA for any Testing Period, LESS its
         Consolidated Capital Expenditures for such Testing Period, TO


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<PAGE>   72



                  (y) the sum of its Consolidated Interest Expense, its
         Consolidated Income Tax Expense and the aggregate amount expended in
         cash or property (other than capital stock of the Borrower which is not
         Redeemable Stock) for Dividends, for such Testing Period, PLUS the
         amount representing the current portion (determined in accordance with
         GAAP) of its Consolidated Total Long Term Debt as of the end of such
         Testing Period,

to be less than (i) 2.00 to 1.00, for any Testing Period ended on or prior to
December 31, 1998, (ii) 1.50 to 1.00, for any Testing Period ended thereafter
and on or prior to December 31, 1999, or (iii) 2.00 to 1.00, for any Testing
Period ended thereafter; PROVIDED, that, notwithstanding the foregoing, if the
Collateral Release Date shall have occurred, the Borrower will not permit such
ratio to be less than 2.25 to 1.00 for any Testing Period ending after the
Collateral Release Date.

         9.11. MINIMUM CONSOLIDATED ADJUSTED WORKING CAPITAL RATIO. The Borrower
will not at any time permit the ratio of (x) its Consolidated Adjusted Current
Assets, TO (y) the excess of its Consolidated Total Liabilities over the sum of
the aggregate outstanding principal amount of its Senior Notes and its IDB Debt,
to be less than 1.10 to 1.00.

         9.12. LIMITATION ON CERTAIN RESTRICTIVE AGREEMENTS. The Borrower will
not, and will not permit any of its Subsidiaries to, directly or indirectly,
enter into, incur or permit to exist or become effective, any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of the Borrower or any Subsidiary to create, incur or suffer to exist
any Lien upon any of its property or assets as security for Indebtedness, or (b)
the ability of any such Subsidiary to pay dividends or make any other
distributions on its capital stock or any other interest or participation in its
profits owned by the Borrower or any Subsidiary of the Borrower, or pay any
Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or to make
loans or advances to the Borrower or any of the Borrower's other Subsidiaries,
or transfer any of its property or assets to the Borrower or any of the
Borrower's other Subsidiaries, EXCEPT for such restrictions existing under or by
reason of (i) applicable law, (ii) this Agreement and the other Credit
Documents, (iii) customary provisions restricting subletting or assignment of
any lease governing a leasehold interest, (iv) customary provisions restricting
assignment of any licensing agreement entered into in the ordinary course of
business, (v) customary provisions restricting the transfer or further
encumbering of assets subject to Liens permitted under section 9.3(b) or (c),
(vi) restrictions contained in the Existing Indebtedness Agreements as in effect
on the Effective Date (and any similar restrictions contained in any agreement
governing any refinancing or refunding thereof not prohibited by this
Agreement), (vii) customary restrictions affecting only a Subsidiary of the
Borrower under any agreement or instrument governing any of the Indebtedness of
a Subsidiary permitted pursuant to 9.4, (viii) restrictions affecting any
Foreign Subsidiary of the Borrower under any agreement or instrument governing
any Indebtedness of such Foreign Subsidiary permitted pursuant to 9.4, and
customary restrictions contained in "comfort" letters and guarantees of any such
Indebtedness, (ix) any document relating to Indebtedness secured by a Lien
permitted by section 9.3, insofar as the provisions thereof limit grants of
junior liens on the assets securing such Indebtedness, and (x) any operating
lease or Capital Lease, insofar as the provisions thereof limit grants of a
security interest in, or other assignments of, the related leasehold interest to
any other person.

         9.13. TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will not
permit any Subsidiary to, enter into any transaction or series of transactions
with any Affiliate (other than, in the case of the Borrower, any Subsidiary, and
in the case of a Subsidiary, the Borrower or another Subsidiary) other than in
the ordinary course of business of and pursuant to the reasonable requirements
of the Borrower's or such Subsidiary's business and upon fair and reasonable
terms no less favorable to the Borrower or such Subsidiary than would obtain in
a comparable arm's-length transaction with a person other than an Affiliate,
EXCEPT (i) sales of goods to an Affiliate for use or distribution outside the
United States which in the good faith judgment of the Borrower complies with any
applicable legal requirements of the Code, or (ii) agreements and transactions
with and payments to officers, directors and shareholders which are either (A)
entered into in the ordinary course of business and not prohibited by any of the
provisions of this Agreement, or (B) entered into outside the ordinary course of
business, approved by the directors or shareholders of the Borrower, and not
prohibited by any of the provisions of this Agreement.


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         9.14. PLAN TERMINATIONS, MINIMUM FUNDING, ETC. The Borrower will not,
and will not permit any ERISA Affiliate to, (i) terminate any Plan or Plans so
as to result in liability of the Borrower or any ERISA Affiliate to the PBGC in
excess of, in the aggregate, the amount which is equal to the greater of (x)
$10,000,000, or (y) 5% of the Borrower's Consolidated Net Worth as of the date
of the then most recent financial statements furnished to the Lenders pursuant
to the provisions of this Agreement, (ii) permit to exist one or more events or
conditions which reasonably present a material risk of the termination by the
PBGC of any Plan or Plans with respect to which the Borrower or any ERISA
Affiliate would, in the event of such termination, incur liability to the PBGC
in excess of such amount in the aggregate, or (iii) fail to comply with the
minimum funding standards of ERISA and the Code with respect to any Plan.

         SECTION 10. EVENTS OF DEFAULT.

         10.1. EVENTS OF DEFAULT. Any of the following specified events shall
constitute an Event of Default (each an "EVENT OF DEFAULT"):

                  (a) PAYMENTS: the Borrower shall (i) default in the payment
         when due of any principal of the Loans or any reimbursement obligation
         in respect of any Unpaid Drawing; or (ii) default, and such default
         shall continue for five or more Business Days, in the payment when due
         of any interest on the Loans or any Fees or any other amounts owing
         hereunder or under any other Credit Document; or

                  (b) REPRESENTATIONS, ETC.: any representation, warranty or
         statement made by the Borrower or any other Credit Party herein or in
         any other Credit Document or in any statement or certificate delivered
         or required to be delivered pursuant hereto or thereto shall prove to
         be untrue in any material respect on the date as of which made or
         deemed made; or

                  (c) CERTAIN AFFIRMATIVE AND NEGATIVE COVENANTS: the Borrower
         shall default in the due performance or observance by it of any term,
         covenant or agreement contained in sections 8.10 or 8.11, or in
         sections 9.2 through 9.11, inclusive, of this Agreement; PROVIDED,
         HOWEVER, that only in the case of a default under section 9.4(c) which
         is attributable in whole or in part to the amount of Indebtedness of
         Foreign Subsidiaries, such default under section 9.4(c) shall not
         constitute an Event of Default hereunder unless it is not remedied
         within 90 days, or if earlier, within 30 days after a financial or
         accounting officer of the Borrower first obtains actual knowledge
         thereof; or

                  (d) OTHER COVENANTS: the Borrower shall default in the due
         performance or observance by it of any term, covenant or agreement
         contained in this Agreement or any other Credit Document, other than
         those referred to in section 10.1(a) or (b) or (c) above, and such
         default is not remedied within 30 days after the earlier of (i) an
         officer of the Borrower obtaining actual knowledge of such default and
         (ii) the Borrower receiving written notice of such default from the
         Administrative Agent or the Required Lenders (any such notice to be
         identified as a "notice of default " and to refer specifically to this
         paragraph); or

                  (e) CROSS DEFAULT UNDER OTHER AGREEMENTS: the Borrower or any
         of its Subsidiaries shall (i) default in any payment with respect to
         any Indebtedness (other than the Obligations) owed to any Lender, or
         having an unpaid principal amount of $5,000,000 or greater, and such
         default shall continue after the applicable grace period, if any,
         specified in the agreement or instrument relating to such Indebtedness,
         or (ii) default in the observance or performance of any agreement or
         condition relating to any such Indebtedness or contained in any
         instrument or agreement evidencing, securing or relating thereto (and
         all grace periods applicable to such observance, performance or
         condition shall have expired), or any other event shall occur or
         condition exist, the effect of which default or other event or
         condition is to cause, or to permit the holder or holders of such
         Indebtedness (or a trustee or agent on behalf of such holder or
         holders) to cause any such Indebtedness to become due prior to its
         stated maturity; or any such Indebtedness of the Borrower or any of its
         Subsidiaries shall be declared to be due and payable, or shall be
         required to be prepaid (other than by a regularly scheduled required
         prepayment or redemption, prior to the stated maturity thereof); or


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                  (f) OTHER CREDIT DOCUMENTS: any Guaranty or any Security
         Document (once executed and delivered) shall cease for any reason
         (other than termination in accordance with its terms) to be in full
         force and effect; or any Credit Party shall default in any payment
         obligation thereunder; or any Credit Party shall default in any
         material respect in the due performance and observance of any other
         obligation thereunder and such default shall continue unremedied for a
         period of at least 30 days after notice by the Administrative Agent or
         the Required Lenders; or any Credit Party shall (or seek to) disaffirm
         or otherwise limit its obligations thereunder otherwise than in strict
         compliance with the terms thereof; or

                  (g) JUDGMENTS: one or more judgments or decrees shall be
         entered against the Borrower and/or any of its Subsidiaries involving a
         liability (other than a liability covered by insurance, as to which the
         carrier has adequate claims paying ability and has not denied coverage
         or reserved its rights) of $5,000,000 or more in the aggregate for all
         such judgments and decrees for the Borrower and its Subsidiaries, and
         any such judgments or decrees shall not have been vacated, discharged
         or stayed or bonded pending appeal within 30 days (or such longer
         period, not in excess of 60 days, during which enforcement thereof, and
         the filing of any judgment lien, is effectively stayed or prohibited)
         from the entry thereof; or

                  (h)      BANKRUPTCY, ETC.:  any of the following shall occur:

                           (i) the Borrower, any of its Material Subsidiaries or
                  any other Credit Party (the Borrower and each of such other
                  persons, each a "PRINCIPAL PARTY") shall commence a voluntary
                  case concerning itself under Title 11 of the United States
                  Code entitled "Bankruptcy," as now or hereafter in effect, or
                  any successor thereto (the "BANKRUPTCY CODE"); or

                           (ii) an involuntary case is commenced against any
                  Principal Party and the petition is not controverted within 10
                  days, or is not dismissed within 90 days, after commencement
                  of the case; or

                           (iii) a custodian (as defined in the Bankruptcy Code)
                  is appointed for, or takes charge of, all or substantially all
                  of the property of any Principal Party; or

                           (iv) any Principal Party commences (including by way
                  of applying for or consenting to the appointment of, or the
                  taking of possession by, a rehabilitator, receiver, custodian,
                  trustee, conservator or liquidator (collectively, a
                  "CONSERVATOR") of itself or all or any substantial portion of
                  its property) any other proceeding under any reorganization,
                  arrangement, adjustment of debt, relief of debtors,
                  dissolution, insolvency, liquidation, rehabilitation,
                  conservatorship or similar law of any jurisdiction whether now
                  or hereafter in effect relating to such Principal Party; or

                           (v) any such proceeding is commenced against any
                  Principal Party to the extent such proceeding is consented by
                  such person or remains undismissed for a period of 90 days; or

                           (vi) any Principal Party is adjudicated insolvent or
                  bankrupt; or

                           (vii) any order of relief or other order approving
                  any such case or proceeding is entered; or

                           (viii) any Principal Party suffers any appointment of
                  any conservator or the like for it or any substantial part of
                  its property which continues undischarged or unstayed for a
                  period of 90 days; or

                           (ix) any Principal Party makes a general assignment
                  for the benefit of creditors; or

                           (x) any corporate (or similar organizational) action
                  is taken by any Principal Party for the purpose of effecting
                  any of the foregoing; or


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                  (i) ERISA: (i) any of the events described in clauses (i)
         through (viii) of section 8.1(f) shall have occurred; or (ii) there
         shall result from any such event or events the imposition of a lien,
         the granting of a security interest, or a liability or a material risk
         of incurring a liability; and (iii) any such event or events or any
         such lien, security interest or liability, individually, and/or in the
         aggregate, in the opinion of the Required Lenders, has had, or could
         reasonably be expected to have, a Material Adverse Effect; or

                  (j) MATERIAL ADVERSE EFFECT: any event or circumstance shall
         occur or exist which has a Material Adverse Effect upon the Borrower,
         as compared to the business, operations, property, assets, liabilities
         or condition (financial or otherwise) of the Borrower and its
         Subsidiaries as reflected in the financial statements and the Financial
         Projections referred to in section 7.8.

         10.2. ACCELERATION, ETC. Upon the occurrence of any Event of Default,
and at any time thereafter, if any Event of Default shall then be continuing,
the Administrative Agent shall, upon the written request of the Required
Lenders, by written notice to the Borrower, take any or all of the following
actions, without prejudice to the rights of the Administrative Agent or any
Lender to enforce its claims against the Borrower in any manner permitted under
applicable law:

                  (a) declare the Total Commitment terminated, whereupon the
         Commitment of each Lender shall forthwith terminate immediately without
         any other notice of any kind;

                  (b) declare the principal of and any accrued interest in
         respect of all Loans, all Unpaid Drawings and all other Obligations
         owing hereunder and thereunder to be, whereupon the same shall become,
         forthwith due and payable without presentment, demand, protest or other
         notice of any kind, all of which are hereby waived by the Borrower;

                  (c) terminate any Letter of Credit which may be terminated in
         accordance with its terms;

                  (d) direct the Borrower to pay (and the Borrower hereby agrees
         that on receipt of such notice or upon the occurrence of an Event of
         Default with respect to the Borrower under section 10.1(h), it will
         pay) to the Administrative Agent an amount of cash equal to the
         aggregate Stated Amount of all Letters of Credit then outstanding (such
         amount to be held as security for the Borrower's (and any Subsidiary
         which is an account party) reimbursement obligations in respect
         thereof); and/or

                  (e) exercise any other right or remedy available under any of
         the Credit Documents or applicable law;

PROVIDED that, if an Event of Default specified in section 10.1(h) shall occur
with respect to the Borrower, the result which would occur upon the giving of
written notice by the Administrative Agent as specified in clauses (a) and/or
(b) above shall occur automatically without the giving of any such notice.

         10.3. APPLICATION OF LIQUIDATION PROCEEDS. All monies received by the
Administrative Agent or any Lender from the exercise of remedies hereunder or
under the other Credit Documents or under any other documents relating to this
Agreement shall, unless otherwise required by the terms of the other Credit
Documents or by applicable law, be applied as follows:

                  (a) FIRST, to the payment of all expenses (to the extent not
         paid by the Borrower) incurred by the Administrative Agent and the
         Lenders in connection with the exercise of such remedies, including,
         without limitation, all reasonable costs and expenses of collection,
         attorneys' fees, court costs and any foreclosure expenses;

                  (b) SECOND, to the payment PRO RATA of interest then accrued
         on the outstanding Loans;


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                  (c) THIRD, to the payment PRO RATA of any fees then accrued
         and payable to the Administrative Agent, any Letter of Credit Issuer or
         any Lender under this Agreement in respect of the Loans or the Letter
         of Credit Outstandings;

                  (d) FOURTH, to the payment PRO RATA of (i) the principal
         balance then owing on the outstanding Loans, and (ii) the Stated Amount
         of the Letter of Credit Outstandings (to be held and applied by the
         Administrative Agent as security for the reimbursement obligations in
         respect thereof);

                  (e) FIFTH, to the payment to the Lenders of any amounts then
         accrued and unpaid under sections 2.10, 2.11, 3.5 and 5.4 hereof, and
         if such proceeds are insufficient to pay such amounts in full, to the
         payment of such amounts PRO RATA;

                  (f) SIXTH, to the payment PRO RATA of all other amounts owed
         by the Borrower to the Administrative Agent, to any Letter of Credit
         Issuer or any Lender under this Agreement or any other Credit Document,
         and if such proceeds are insufficient to pay such amounts in full, to
         the payment of such amounts PRO RATA; and

                  (g) FINALLY, any remaining surplus after all of the
         Obligations have been paid in full, to the Borrower or to whomsoever
         shall be lawfully entitled thereto.


         SECTION 11. THE ADMINISTRATIVE AGENT.

         11.1. APPOINTMENT. Each Lender hereby irrevocably designates and
appoints KeyBank as Administrative Agent (such term to include, for the purposes
of this section 11, KeyBank acting as Collateral Agent) to act as specified
herein and in the other Credit Documents, and each such Lender hereby
irrevocably authorizes KeyBank as the Administrative Agent for such Lender, to
take such action on its behalf under the provisions of this Agreement and the
other Credit Documents and to exercise such powers and perform such duties as
are expressly delegated to the Administrative Agent by the terms of this
Agreement and the other Credit Documents, together with such other powers as are
reasonably incidental thereto. The Administrative Agent agrees to act as such
upon the express conditions contained in this section 11. Notwithstanding any
provision to the contrary elsewhere in this Agreement, the Administrative Agent
shall not have any duties or responsibilities, except those expressly set forth
herein or in the other Credit Documents, nor any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or otherwise exist
against the Administrative Agent. The provisions of this section 11 are solely
for the benefit of the Administrative Agent, and the Lenders, and the Borrower
and its Subsidiaries shall not have any rights as a third party beneficiary of
any of the provisions hereof. In performing its functions and duties under this
Agreement, the Administrative Agent shall act solely as agent of the Lenders and
does not assume and shall not be deemed to have assumed any obligation or
relationship of agency or trust with or for the Borrower or any of its
Subsidiaries.

         11.2. DELEGATION OF DUTIES. The Administrative Agent may execute any of
its duties under this Agreement or any other Credit Document by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care except to the extent
otherwise required by section 11.3.

         11.3. EXCULPATORY PROVISIONS. Neither the Administrative Agent nor any
of its respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such person under or in connection with this Agreement (except
for its or such person's own gross negligence or willful misconduct) or (ii)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Borrower or of its Subsidiaries or any
of their respective officers contained in this Agreement, any other Credit
Document or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Credit Document or for any failure
of the Borrower or any Subsidiary of the Borrower or

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<PAGE>   77



any of their respective officers to perform its obligations hereunder or
thereunder. The Administrative Agent shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement, or to inspect the
properties, books or records of the Borrower or any of its Subsidiaries. The
Administrative Agent shall not be responsible to any Lender for the
effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency of this Agreement or any Credit Document or for any representations,
warranties, recitals or statements made herein or therein or made in any written
or oral statement or in any financial or other statements, instruments, reports,
certificates or any other documents in connection herewith or therewith
furnished or made by the Administrative Agent to the Lenders or by or on behalf
of the Borrower or any of its Subsidiaries to the Administrative Agent or any
Lender or be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained herein or therein or as to the use of the proceeds of the Loans or of
the existence or possible existence of any Default or Event of Default.

         11.4. RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any note,
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, facsimile transmission, telex or teletype message, statement, order or
other document or conversation believed by it, in good faith, to be genuine and
correct and to have been signed, sent or made by the proper person or persons
and upon advice and statements of legal counsel (including, without limitation,
counsel to the Borrower or any of its Subsidiaries), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Credit Document unless it shall first receive such advice
or concurrence of the Required Lenders as it deems appropriate or it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
other Credit Documents in accordance with a request of the Required Lenders (or
all of the Lenders, as to any matter which, pursuant to section 12.12, can only
be effectuated with the consent of all Lenders), and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders.

         11.5. NOTICE OF DEFAULT. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder, other than a Default under section 10.1(a), UNLESS the Administrative
Agent has received notice from a Lender or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give prompt notice
thereof to the Lenders. The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by
the Required Lenders, PROVIDED that unless and until the Administrative Agent
shall have received such directions, the Administrative Agent may (but shall not
be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the
best interests of the Lenders.

         11.6. NON-RELIANCE. Each Lender expressly acknowledges that neither the
Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates have made any representations or warranties to
it and that no act by the Administrative Agent hereinafter taken, including any
review of the affairs of the Borrower or any of its Subsidiaries, shall be
deemed to constitute any representation or warranty by the Administrative Agent
to any Lender. Each Lender represents to the Administrative Agent 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 appraisal of and investigation into the business,
assets, operations, property, financial and other conditions, prospects and
creditworthiness of the Borrower and its Subsidiaries and made its own decision
to make its Loans hereunder and enter into this Agreement. Each Lender also
represents 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 deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement, and to make such investigation as it deems necessary to inform
itself as to the business, assets, operations, property, financial and other
conditions, prospects and creditworthiness of the Borrower and its Subsidiaries.
The Administrative Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business,
operations, assets, property, financial and other conditions, prospects or
creditworthiness of the Borrower or any of

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<PAGE>   78



its Subsidiaries which may come into the possession of the Administrative Agent
or any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

         11.7. INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent in its capacity as such ratably according to their
respective General Revolving Loans and Unutilized General Revolving Commitments,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, reasonable expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Obligations) be imposed on,
incurred by or asserted against the Administrative Agent in its capacity as such
in any way relating to or arising out of this Agreement or any other Credit
Document, or any documents contemplated by or referred to herein or the
transactions contemplated hereby or any action taken or omitted to be taken by
the Administrative Agent under or in connection with any of the foregoing, but
only to the extent that any of the foregoing is not paid by the Borrower,
PROVIDED that no Lender shall be liable to the Administrative Agent for the
payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements to the
extent resulting from the Administrative Agent's gross negligence or willful
misconduct. If any indemnity furnished to the Administrative Agent for any
purpose shall, in the opinion of the Administrative Agent, be insufficient or
become impaired, the Administrative Agent may call for additional indemnity and
cease, or not commence, to do the acts indemnified against until such additional
indemnity is furnished. The agreements in this section 11.7 shall survive the
payment of all Obligations.

         11.8. THE ADMINISTRATIVE AGENT IN INDIVIDUAL CAPACITY. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower, its Subsidiaries
and their Affiliates as though not acting as Administrative Agent hereunder.
With respect to the Loans made by it and all Obligations owing to it, the
Administrative Agent shall have the same rights and powers under this Agreement
as any Lender and may exercise the same as though it were not the Administrative
Agent, and the terms "Lender" and "Lenders" shall include the Administrative
Agent in its individual capacity.

         11.9. SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as the Administrative Agent upon 20 Business Days' notice to the Lenders
and the Borrower. The Required Lenders shall appoint from among the Lenders a
successor Administrative Agent for the Lenders, subject to (unless an Event of
Default shall have occurred and be continuing) prior approval by the Borrower of
such successor (such approval not to be unreasonably withheld or delayed),
whereupon such successor agent shall succeed to the rights, powers and duties of
the Administrative Agent, and the term "Administrative Agent" shall include such
successor agent effective upon its appointment, and the resigning Administrative
Agent's rights, powers and duties as the Administrative Agent shall be
terminated, without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement. After the retiring
Administrative Agent's resignation hereunder as the Administrative Agent, the
provisions of this section 11 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent under this
Agreement.

         11.10. OTHER AGENTS. Any Lender identified herein as a Co-Agent,
Syndication Agent, Documentation Agent, Managing Agent, Manager or any other
corresponding title, other than "Administrative Agent", shall have no right,
power, obligation, liability, responsibility or duty under this Agreement or any
other Credit Document except those applicable to all Lenders as such. Each
Lender acknowledges that it has not relied, and will not rely, on any Lender so
identified in deciding to enter into this Agreement or in taking or not taking
any action hereunder.


         SECTION 12.       MISCELLANEOUS.

         12.1. PAYMENT OF EXPENSES ETC. (a) Whether or not the transactions
contemplated hereby are consummated, the Borrower agrees to pay (or reimburse
the Administrative Agent for) all reasonable out-of-pocket costs and expenses of
the Administrative Agent in connection with the negotiation, preparation,
execution and delivery of the Credit Documents and the documents and instruments
referred to therein, and the syndication of the Commitments provided for herein,
including, without limitation, the reasonable fees and disbursements of Jones,
Day, Reavis & Pogue, special counsel to the Administrative Agent.


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         (b) The Borrower agrees to pay (or reimburse the Administrative Agent
for) all reasonable out-of-pocket costs and expenses of the Administrative Agent
in connection with any amendment, waiver or consent relating to any of the
Credit Documents which is requested by any Credit Party, including, without
limitation, the reasonable fees and disbursements of Jones, Day, Reavis & Pogue,
special counsel to the Administrative Agent.

         (c) The Borrower agrees to pay (or reimburse the Administrative Agent
and the Lenders for) all reasonable out-of-pocket costs and expenses of the
Administrative Agent and the Lenders in connection with the enforcement of any
of the Credit Documents or the other documents and instruments referred to
therein, including, without limitation, (i) the reasonable fees and
disbursements of Jones, Day, Reavis & Pogue, special counsel to the
Administrative Agent, and (ii) the reasonable fees and disbursements of any
individual counsel to any Lender (and any allocated costs of internal counsel).

         (d) Without limitation of the preceding section 12.1(c), in the event
of the bankruptcy, insolvency, rehabilitation or other similar proceeding in
respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay
all costs of collection and defense, including reasonable attorneys' fees in
connection therewith and in connection with any appellate proceeding or
post-judgment action involved therein, which shall be due and payable together
with all required service or use taxes.

         (e) The Borrower agrees to pay and hold the Administrative Agent and
each of the Lenders harmless from and against any and all present and future
stamp and other similar taxes with respect to the foregoing matters and save the
Administrative Agent and each of the Lenders harmless from and against any and
all liabilities with respect to or resulting from any delay or omission (other
than to the extent attributable to such Lender) to pay such taxes.

         (f) The Borrower agrees to indemnify the Administrative Agent and each
Lender, its officers, directors, employees, representatives and agents
(collectively, the "INDEMNITEES") from and hold each of them harmless against
any and all losses, liabilities, claims, damages or expenses reasonably incurred
by any of them as a result of, or arising out of, or in any way related to, or
by reason of

                  (i) any investigation, litigation or other proceeding (whether
         or not the Administrative Agent or any Lender is a party thereto)
         related to the entering into and/or performance of any Credit Document
         or the use of the proceeds of any Loans hereunder or the consummation
         of any transactions contemplated in any Credit Document, other than any
         such investigation, litigation or proceeding arising out of
         transactions solely between any of the Lenders or the Administrative
         Agent, transactions solely involving the assignment by a Lender of all
         or a portion of its Loans and Commitments, or the granting of
         participations therein, as provided in this Agreement, or arising
         solely out of any examination of a Lender by any regulatory or other
         governmental authority having jurisdiction over it, or

                  (ii) the actual or alleged presence of Hazardous Materials in
         the air, surface water or groundwater or on the surface or subsurface
         of any Real Property owned, leased or at any time operated by the
         Borrower or any of its Subsidiaries, the release, generation, storage,
         transportation, handling or disposal of Hazardous Materials at any
         location, whether or not owned or operated by the Borrower or any of
         its Subsidiaries, if the Borrower or any such Subsidiary could have or
         is alleged to have any responsibility in respect thereof, the
         non-compliance of any such Real Property with foreign, federal, state
         and local laws, regulations and ordinances (including applicable
         permits thereunder) applicable thereto, or any Environmental Claim
         asserted against the Borrower or any of its Subsidiaries, in respect of
         any such Real Property,

including, in each case, without limitation, the reasonable documented fees and
disbursements of counsel incurred in connection with any such investigation,
litigation or other proceeding (but excluding any such losses, liabilities,
claims, damages or expenses to the extent incurred by reason of the gross
negligence or willful misconduct of the person to be indemnified or of any other
Indemnitee who is such person or an Affiliate of such person). To the extent
that the undertaking to indemnify, pay or hold harmless any person set forth in
the preceding sentence may be

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unenforceable because it is violative of any law or public policy, the Borrower
shall make the maximum contribution to the payment and satisfaction of each of
the indemnified liabilities which is permissible under applicable law.

         12.2. RIGHT OF SETOFF. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence of an Event of Default, each Lender is hereby
authorized at any time or from time to time, without presentment, demand,
protest or other notice of any kind to the Borrower or to any other person, any
such notice being hereby expressly waived, to set off and to appropriate and
apply any and all deposits (general or special) and any other Indebtedness at
any time held or owing by such Lender (including, without limitation, by
branches and agencies of such Lender wherever located) to or for the credit or
the account of the Borrower against and on account of the Obligations and
liabilities of the Borrower to such Lender under this Agreement or under any of
the other Credit Documents, including, without limitation, all interests in
Obligations of the Borrower purchased by such Lender pursuant to section
12.4(c), and all other claims of any nature or description arising out of or
connected with this Agreement or any other Credit Document, irrespective of
whether or not such Lender shall have made any demand hereunder and although
said Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured.

         12.3. NOTICES. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile transmission or cable communication)
and mailed, telegraphed, telexed, transmitted, cabled or delivered, if to the
Borrower, at 25101 Chagrin Boulevard, Beachwood, Ohio 44122, attention: Vice
President, Treasurer & Controller (facsimile: (216) 765-0410); if to any Lender
at its address specified for such Lender on Annex I hereto; if to the
Administrative Agent, at its Notice Office; or at such other address as shall be
designated by any party in a written notice to the other parties hereto. All
such notices and communications shall be mailed, telegraphed, telexed,
telecopied, or cabled or sent by overnight courier, and shall be effective when
received.

         12.4. BENEFIT OF AGREEMENT. (a) GENERAL. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors and assigns, PROVIDED that the Borrower
may not assign or transfer any of its rights or obligations hereunder without
the prior written consent of all the Lenders, and, PROVIDED, FURTHER, that any
assignment by a Lender of its rights and obligations hereunder shall be effected
in accordance with section 12.4(c).

         (b) PARTICIPATIONS. Notwithstanding the foregoing, each Lender may at
any time grant participations in any of its rights hereunder or under any of the
Notes to (x) another Lender that is not a Defaulting Lender or to an Affiliate
of such Lender which is a commercial bank, financial institution or other
"accredited investor" (as defined in SEC Regulation D), or (y) one or more
Eligible Transferees, PROVIDED that in the case of any such participation,

                  (i) the participant shall not have any rights under this
         Agreement or any of the other Credit Documents, including rights of
         consent, approval or waiver (the participant's rights against such
         Lender in respect of such participation to be those set forth in the
         agreement executed by such Lender in favor of the participant relating
         thereto),

                  (ii) such Lender's obligations under this Agreement
         (including, without limitation, its Commitment hereunder) shall remain
         unchanged,

                  (iii) such Lender shall remain solely responsible to the other
         parties hereto for the performance of such obligations,

                  (iv) such Lender shall remain the holder of any Note for all
         purposes of this Agreement, and

                  (v) the Borrower, the Administrative Agent, and the other
         Lenders shall continue to deal solely and directly with the selling
         Lender in connection with such Lender's rights and obligations under
         this Agreement, and all amounts payable by the Borrower hereunder shall
         be determined as if such Lender had not sold such participation, except
         that the participant shall be entitled to the benefits of sections 2.10
         and

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         2.11 of this Agreement to the extent that such Lender would be entitled
         to such benefits if the participation had not been entered into or
         sold,

and, PROVIDED FURTHER, that no Lender shall transfer, grant or sell any
participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (w) extend the final scheduled
maturity of the Loans in which such participant is participating, or reduce the
rate or extend the time of payment of interest or Fees thereon (except in
connection with a waiver of the applicability of any post-default increase in
interest rates), or reduce the principal amount thereof, or increase such
participant's participating interest in any Commitment over the amount thereof
then in effect (it being understood that a waiver of any Default or Event of
Default shall not constitute a change in the terms of any such Commitment), (x)
release all or any substantial portion of the Collateral, (y) release any
guarantor from its guaranty of any of the Obligations, except strictly in
accordance with the terms of the Credit Documents, or (z) consent to the
assignment or transfer by the Borrower of any of its rights or obligations under
this Agreement.

         (c) ASSIGNMENTS BY LENDERS. Notwithstanding the foregoing, (x) any
Lender may assign all or a fixed portion of its Loans and/or Commitment, and its
rights and obligations hereunder, which does not have to be PRO RATA among the
Facilities, to another Lender that is not a Defaulting Lender, or to an
Affiliate of any Lender (including itself) and which is not a Defaulting Lender
and which is a commercial bank, financial institution or other "accredited
investor" (as defined in SEC Regulation D), and (y) any Lender may assign all,
or if less than all, a fixed portion, equal to at least $5,000,000 in the
aggregate for the assigning Lender or assigning Lenders, of its Loans and/or
Commitment and its rights and obligations hereunder, which does not have to be
PRO RATA among the Facilities, to one or more Eligible Transferees, each of
which assignees shall become a party to this Agreement as a Lender by execution
of an Assignment Agreement, PROVIDED that

                  (i) the Swing Line Lender may only assign its Swing Line
         Revolving Commitment and its Swing Line Revolving Loans as an entirety
         and only if the assignee thereof is or becomes a Lender with a General
         Revolving Commitment,

                  (ii) in the case of any assignment of a portion of any Loans
         and/or Commitment of a Lender, such Lender shall retain a minimum fixed
         portion of all Loans and Commitments equal to at least $5,000,000,

                  (iii) at the time of any such assignment Annex I shall be
         deemed modified to reflect the Commitments of such new Lender and of
         the existing Lenders,

                  (iv) upon surrender of the old Notes, new Notes will be issued
         to such new Lender and to the assigning Lender, such new Notes to be in
         conformity with the requirements of section 2.6 (with appropriate
         modifications) to the extent needed to reflect the revised Commitments,

                  (v) in the case of clause (y) only, the consent of the
         Administrative Agent and each Letter of Credit Issuer shall be required
         in connection with any such assignment (which consent shall not be
         unreasonably withheld or delayed), and

                  (vi) the Administrative Agent shall receive at the time of
         each such assignment, from the assigning or assignee Lender, the
         payment of a non-refundable assignment fee of $3,500,

and, PROVIDED FURTHER, that such transfer or assignment will not be effective
until the Assignment Agreement in respect thereof is recorded by the
Administrative Agent on the Lender Register maintained by it as provided herein.

         To the extent of any assignment pursuant to this section 12.4(c) the
assigning Lender shall be relieved of its obligations hereunder with respect to
its assigned Commitments.

         At the time of each assignment pursuant to this section 12.4(c) to a
person which is not already a Lender hereunder and which is not a United States
person (as such term is defined in section 7701(a)(30) of the Code) for

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<PAGE>   82



Federal income tax purposes, the respective assignee Lender shall provide to the
Borrower and the Administrative Agent the appropriate Internal Revenue Service
Forms (and, if applicable a Section 5.4(b)(ii) Certificate) described in section
5.4(b). To the extent that an assignment of all or any portion of a Lender's
Commitment and related outstanding Obligations pursuant to this section 12.4(c)
would, at the time of such assignment, result in increased costs under section
2.10 from those being charged by the respective assigning Lender prior to such
assignment, then the Borrower shall not be obligated to pay such increased costs
(although the Borrower shall be obligated to pay any other increased costs of
the type described above resulting from changes after the date of the respective
assignment).

         Nothing in this section 12.4(c) shall prevent or prohibit any Lender
from pledging its Notes or Loans to a Federal Reserve Bank in support of
borrowings made by such Lender from such Federal Reserve Bank.

         (d) NO SEC REGISTRATION OR BLUE SKY COMPLIANCE. Notwithstanding any
other provisions of this section 12.4, no transfer or assignment of the
interests or obligations of any Lender hereunder or any grant of participation
therein shall be permitted if such transfer, assignment or grant would require
the Borrower to file a registration statement with the SEC or to qualify the
Loans under the "Blue Sky" laws of any State.

         (e) REPRESENTATIONS OF LENDERS. Each Lender initially party to this
Agreement hereby represents, and each person that became a Lender pursuant to an
assignment permitted by this section 12.4 will, upon its becoming party to this
Agreement, represent that it is a commercial lender, other financial institution
or other "accredited" investor (as defined in SEC Regulation D) which makes or
acquires loans in the ordinary course of its business and that it will make or
acquire Loans for its own account in the ordinary course of such business,
PROVIDED that subject to the preceding sections 12.4(b) and (c), the disposition
of any promissory notes or other evidences of or interests in Indebtedness held
by such Lender shall at all times be within its exclusive control.

         12.5. NO WAIVER: REMEDIES CUMULATIVE. No failure or delay on the part
of the Administrative Agent or any Lender in exercising any right, power or
privilege hereunder or under any other Credit Document and no course of dealing
between the Borrower and the Administrative Agent or any Lender shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, power
or privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which the Administrative
Agent or any Lender would otherwise have. No notice to or demand on the Borrower
in any case shall entitle the Borrower to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent or the Lenders to any other or further action in any
circumstances without notice or demand.

         12.6. PAYMENTS PRO RATA. (a) The Administrative Agent agrees that
promptly after its receipt of each payment from or on behalf of the Borrower in
respect of any Obligations, it shall distribute such payment to the Lenders
(other than any Lender that has expressly waived in writing its right to receive
its PRO RATA share thereof) PRO RATA based upon their respective shares, if any,
of the Obligations with respect to which such payment was received. As to any
such payment received by the Administrative Agent prior to 1:00 P.M. (local time
at the Payment Office) in funds which are immediately available on such day, the
Administrative Agent will use all reasonable efforts to distribute such payment
in immediately available funds on the same day to the Lenders as aforesaid.

         (b) Each of the Lenders agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans or Fees, of a sum which with respect to the related sum or sums
received by other Lenders is in a greater proportion than the total of such
Obligation then owed and due to such Lender bears to the total of such
Obligation then owed and due to all of the Lenders immediately prior to such
receipt, then such Lender receiving such excess payment shall purchase for cash
without recourse or warranty from the other Lenders an interest in the
Obligations to such Lenders in such amount as shall result in a proportional
participation by all of the Lenders in such amount, PROVIDED that if all or any
portion of such excess amount is thereafter recovered from such Lender, such
purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest.

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<PAGE>   83



         (c) Notwithstanding anything to the contrary contained herein, the
provisions of the preceding sections 12.6(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Lenders which are not Defaulting Lenders, as opposed to
Defaulting Lenders.

         12.7. CALCULATIONS: COMPUTATIONS. (a) The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by the Borrower to the Lenders); PROVIDED, that if at any time the computations
determining compliance with section 9 utilize accounting principles different
from those utilized in the financial statements furnished to the Lenders, such
computations shall set forth in reasonable detail a description of the
differences and the effect upon such computations.

         (b) All computations of interest on Loans hereunder which are
denominated in Pounds Sterling shall be made on the actual number of days
elapsed over a year of 365 or 366 days, as applicable, and all computations of
interest on all other Loans hereunder and of Facility Fee, Letter of Credit Fees
and other Fees hereunder shall be made on the actual number of days elapsed over
a year of 360 days.

         12.8. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF OHIO, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY
WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE
OF OHIO GOVERNS THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS. Any legal
action or proceeding with respect to this Agreement or any other Credit Document
may be brought in the Court of Common Pleas of Cuyahoga County, Ohio, or of the
United States for the Northern District of Ohio, and, by execution and delivery
of this Agreement, the Borrower hereby irrevocably accepts for itself and in
respect of its property, generally and unconditionally, the jurisdiction of the
aforesaid courts. The Borrower hereby further irrevocably consents to the
service of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to the Borrower at its address for notices pursuant to section
12.3, such service to become effective 30 days after such mailing or at such
earlier time as may be provided under applicable law. Nothing herein shall
affect the right of the Administrative Agent or any Lender to serve process in
any other manner permitted by law or to commence legal proceedings or otherwise
proceed against the Borrower in any other jurisdiction.

         (b) The Borrower hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement or any other
Credit Document brought in the courts referred to in section 12.8(a) above and
hereby further irrevocably waives and agrees not to plead or claim in any such
court that any such action or proceeding brought in any such court has been
brought in an inconvenient forum.

         (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.

         12.9. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same agreement. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the
Administrative Agent.

         12.10. EFFECTIVENESS. This Agreement shall become effective on the date
(the "EFFECTIVE DATE") on which the Borrower and each of the Lenders shall have
signed a copy hereof (whether the same or different copies) and shall have
delivered the same to the Administrative Agent at the Notice Office of the
Administrative Agent or, in the

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<PAGE>   84



case of the Lenders, shall have given to the Administrative Agent telephonic
(confirmed in writing), written telex or facsimile transmission notice (actually
received) at such office that the same has been signed and mailed to it.

         12.11. HEADINGS DESCRIPTIVE. The headings of the several sections and
other portions of this Agreement are inserted for convenience only and shall not
in any way affect the meaning or construction of any provision of this
Agreement.

         12.12. AMENDMENT OR WAIVER. Neither this Agreement, any of the other
Credit Documents, nor any terms hereof or thereof, may be amended, changed,
waived, discharged or terminated UNLESS such amendment, change, waiver,
discharge or termination is in writing signed by the Borrower (or other
appropriate Credit Party) and the Required Lenders, PROVIDED that no such
amendment, change, waiver, discharge or termination shall, without the consent
of each Lender (other than a Defaulting Lender) affected thereby,

                  (a) extend any maturity date provided for herein applicable to
         a Loan or a Commitment, reduce the rate or extend the time of payment
         of interest (other than as a result of waiving the applicability of any
         post-default increase in interest rates) or Fees thereon, or reduce the
         principal amount thereof, or increase the Commitment of any Lender over
         the amount thereof then in effect (it being understood that a waiver of
         any Default or Event of Default shall not constitute a change in the
         terms of any Commitment of any Lender),

                  (b) release the Borrower from any obligations as a guarantor
         of its Subsidiaries' obligations under any Credit Document,

                  (c) release any Subsidiary from its obligations as a guarantor
         of any of the Obligations, except strictly in accordance with the terms
         of the Credit Documents,

                  (d) release all or any substantial portion of the Collateral,
         except strictly in accordance with the terms of the Credit Documents,

                  (e) change the definition of the term "Change of Control" or
         any of the provisions of section 4.3 or 5.2 which are applicable upon a
         Change of Control,

                  (f) amend, modify or waive any provision of this section
         12.12, or section 11.7, 12.1, 12.4, 12.6 or 12.7(b), or any other
         provision of any of the Credit Documents pursuant to which the consent
         or approval of all Lenders is by the terms of such provision explicitly
         required,

                  (g) reduce the percentage specified in, or otherwise modify,
         the definition of Required Lenders, or

                  (h) consent to the assignment or transfer by the Borrower of
         any of its rights and obligations under this Agreement; and

PROVIDED, FURTHER, that the Bond Letter of Credit Issuer may enter into any
amendment or modification of, or may waive compliance with the terms of any Bond
Document (other than an indenture), without the consent of any Lender, EXCEPT
that without the consent of all of the Lenders (other than a Defaulting Lender)
the Bond Letter of Credit Issuer shall not execute any instrument agreeing to
any amendment or modification of, or waiver of compliance with any Reimbursement
Agreement or Bond Document (i) which would (A) reduce the principal of, or
interest on any Letter of Credit Obligation, (B) postpone the due date for any
payment of principal of, or interest on, any Letter of Credit Obligation, (C)
extend the termination date of a Bond Letter of Credit beyond the Maturity Date,
(D) increase the amount of any Bond Letter of Credit or otherwise increase in
any material manner the obligations of the Participants, or (E) release or
otherwise adversely affect the interests of the Participants in any collateral
granted under any Reimbursement Agreement or Bond Document, or (ii) after the
occurrence of a Default or Event of Default of which it has written notice from
the Administrative Agent; PROVIDED, that (i) at least 30 days before extending
the termination date of any Bond Letter of Credit the Bond Letter of Credit
Issuer shall notify the

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<PAGE>   85



Administrative Agent in writing, which will then notify each Lender, of such
proposed extension, and (ii) the Bond Letter of Credit Issuer will not waive any
"event of default" arising under any Reimbursement Agreement or Bond Document
without the consent of the Required Lenders.

         No provision of section 3 or 11 may be amended without the consent of
(x) any Letter of Credit Issuer adversely affected thereby or (y) the
Administrative Agent, respectively.

         12.13. SURVIVAL OF INDEMNITIES. All indemnities set forth herein
including, without limitation, in section 2.10, 2.11, 3.5, 5.4, 11.7 or 12.1
shall survive the execution and delivery of this Agreement and the making and
prepayment or repayment of the Loans.

         12.14. DOMICILE OF LOANS. Each Lender may transfer and carry its Loans
at, to or for the account of any branch office, subsidiary or Affiliate of such
Lender, PROVIDED that the Borrower shall not be responsible for costs arising
under section 2.10 resulting from any such transfer (other than a transfer
pursuant to section 2.12) to the extent not otherwise applicable to such Lender
prior to such transfer.

         12.15. CONFIDENTIALITY. Each Lender shall hold all non-public
information obtained pursuant to the requirements of this Agreement in
accordance with its customary procedure for handling confidential information of
this nature and in accordance with safe and sound banking practices.
Notwithstanding the foregoing, any Lender may in any event make disclosures of,
and furnish copies of such information (i) to another Lender; (ii) when
reasonably required by any BONA FIDE transferee or participant in connection
with the contemplated transfer of any Loans or Commitment or participation
therein (PROVIDED that each such prospective transferee and/or participant shall
execute an agreement for the benefit of the Borrower with such prospective
transferor Lender and/or participant containing provisions substantially
identical to those contained in this section 12.15); (iii) to its parent
corporation or corporations and its and their Affiliates, and to its and their
auditors and attorneys; and (iv) as required or requested by any governmental
agency or representative thereof or pursuant to legal process, PROVIDED that,
unless specifically prohibited by applicable law or court order, each Lender
shall notify the Borrower of any request by any governmental agency or
representative thereof (other than any such request in connection with an
examination of the financial condition of such Lender by such governmental
agency) for disclosure of any such non-public information prior to disclosure of
such information. In no event shall any Lender be obligated or required to
return any materials furnished by or on behalf of the Borrower or any of its
Subsidiaries. The Borrower hereby agrees that the failure of a Lender to comply
with the provisions of this section 12.15 shall not relieve the Borrower of any
of the obligations to such Lender under this Agreement and the other Credit
Documents.

         12.16. LENDER REGISTER. The Borrower hereby designates the
Administrative Agent to serve as its agent, solely for purposes of this section
12.16, to maintain a register (the "LENDER REGISTER") on or in which it will
record the names and addresses of the Lenders, and the Commitments from time to
time of each of the Lenders, the Loans made to the Borrower by each of the
Lenders and each repayment and prepayment in respect of the principal amount of
such Loans of each such Lender. Failure to make any such recordation, or (absent
manifest error) any error in such recordation, shall not affect the Borrower's
obligations in respect of such Loans. With respect to any Lender, the transfer
of the Commitment of such Lender and the rights to the principal of, and
interest on, any Loan made pursuant to such Commitment shall not be effective
until such transfer is recorded on the Lender Register maintained by the
Administrative Agent with respect to ownership of such Commitment and Loans and
prior to such recordation all amounts owing to the transferor with respect to
such Commitment and Loans shall remain owing to the transferor. The registration
of assignment or transfer of all or part of any Commitments and Loans shall be
recorded by the Administrative Agent on the Lender Register only upon the
acceptance by the Administrative Agent of a properly executed and delivered
Assignment Agreement pursuant to section 12.4(c). The Borrower agrees to
indemnify the Administrative Agent from and against any and all losses, claims,
damages and liabilities of whatsoever nature which may be imposed on, asserted
against or incurred by the Administrative Agent in performing its duties under
this section 12.16, except to the extent attributable to the gross negligence or
wilful misconduct of the Administrative Agent. The Lender Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.


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         12.17. LIMITATIONS ON LIABILITY OF THE LETTER OF CREDIT ISSUERS. The
Borrower assumes all risks of the acts or omissions of any beneficiary or
transferee of any Letter of Credit with respect to its use of such Letters of
Credit. Neither any Letter of Credit Issuer nor any of its officers or directors
shall be liable or responsible for: (a) the use which may be made of any Letter
of Credit or any acts or omissions of any beneficiary or transferee in
connection therewith; (b) the validity, sufficiency or genuineness of documents,
or of any endorsement thereon, even if such documents should prove to be in any
or all respects invalid, insufficient, fraudulent or forged; (c) payment by a
Letter of Credit Issuer against presentation of documents that do not comply
with the terms of a Letter of Credit, including failure of any documents to bear
any reference or adequate reference to such Letter of Credit; or (d) any other
circumstances whatsoever in making or failing to make payment under any Letter
of Credit, EXCEPT that the Borrower (or a Subsidiary or Affiliate which is the
account party in respect of the Letter of Credit in question) shall have a claim
against a Letter of Credit Issuer, and a Letter of Credit Issuer shall be liable
to the Borrower (or such Subsidiary or Affiliate), to the extent of any direct,
but not consequential, damages suffered by the Borrower (or such Subsidiary or
Affiliate) which the Borrower (or such Subsidiary or Affiliate) proves were
caused by (i) such Letter of Credit Issuer's willful misconduct or gross
negligence in determining whether documents presented under a Letter of Credit
comply with the terms of such Letter of Credit or (ii) such Letter of Credit
Issuer's willful failure to make lawful payment under any Letter of Credit after
the presentation to it of documentation strictly complying with the terms and
conditions of such Letter of Credit. In furtherance and not in limitation of the
foregoing, a Letter of Credit Issuer may accept documents that appear on their
face to be in order, without responsibility for further investigation.

         12.18. GENERAL LIMITATION OF LIABILITY. No claim may be made by the
Borrower, any Lender, the Administrative Agent, any Letter of Credit Issuer or
any other person against the Administrative Agent, any Letter of Credit Issuer,
or any other Lender or the Affiliates, directors, officers, employees, attorneys
or agents of any of them for any damages other than actual compensatory damages
in respect of any claim for breach of contract or any other theory of liability
arising out of or related to the transactions contemplated by this Agreement or
any of the other Credit Documents, or any act, omission or event occurring in
connection therewith; and each of the Borrower, each Lender, the Administrative
Agent and each Letter of Credit Issuer hereby, to the fullest extent permitted
under applicable law, waives, releases and agrees not to sue or counterclaim
upon any such claim for any special, consequential or punitive damages, whether
or not accrued and whether or not known or suspected to exist in its favor.

         12.19. NO DUTY. All attorneys, accountants, appraisers, consultants and
other professional persons (including the firms or other entities on behalf of
which any such person may act) retained by the Administrative Agent or any
Lender with respect to the transactions contemplated by the Credit Documents
shall have the right to act exclusively in the interest of the Administrative
Agent or such Lender, as the case may be, and shall have no duty of disclosure,
duty of loyalty, duty of care, or other duty or obligation of any type or nature
whatsoever to the Borrower, to any of its Subsidiaries, or to any other person,
with respect to any matters within the scope of such representation or related
to their activities in connection with such representation.

         12.20. LENDERS AND AGENT NOT FIDUCIARY TO BORROWER, ETC. The
relationship among the Borrower and its Subsidiaries, on the one hand, and the
Administrative Agent, each Letter of Credit Issuer and the Lenders, on the other
hand, is solely that of debtor and creditor, and the Administrative Agent, each
Letter of Credit Issuer and the Lenders have no fiduciary or other special
relationship with the Borrower and/or its Subsidiaries, and no term or provision
of any Credit Document, no course of dealing, no written or oral communication,
or other action, shall be construed so as to deem such relationship to be other
than that of debtor and creditor.

         12.21. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties herein shall survive the making of Loans and the issuance of
Letters of Credit hereunder, the execution and delivery of this Agreement, the
Notes and the other documents the forms of which are attached as Exhibits
hereto, the issue and delivery of the Notes, any disposition thereof by any
holder thereof, and any investigation made by the Administrative Agent or any
Lender or any other holder of any of the Notes or on its behalf. All statements
contained in any certificate or other document delivered to the Administrative
Agent or any Lender or any holder of any Notes by or on behalf of the Borrower
or of its Subsidiaries pursuant hereto or otherwise specifically for use in
connection with the transactions contemplated hereby shall constitute
representations and warranties by the

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<PAGE>   87



Borrower hereunder, made as of the respective dates specified therein or, if no
date is specified, as of the respective dates furnished to the Administrative
Agent or any Lender

         12.22. RELEASE OF COLLATERAL. If the Collateral Release Date has
occured and at such time no Default under section 10.1(a) or Event of Default
has occurred and is continuing, THEN promptly after receipt of written request
from the Borrower, the Collateral Agent shall release all Collateral and
discharge all Security Documents, pursuant to documents of release and discharge
prepared, filed and recorded at the expense of the Borrower and satisfactory in
form and substance to the Collateral Agent, and effective upon the execution of
such documents of release and discharge, (i) the Borrower shall have no
obligation under section 8.11 hereof to thereafter execute and deliver any
additional Security Document or otherwise provide Collateral for the
Obligations, and (ii) the provisions of section 5.2(e) hereof shall no longer be
of any further force or effect. .

         12.23. JUDGMENT CURRENCY. (a) If for the purposes of obtaining judgment
in any court it is necessary to convert a sum due hereunder or under the Notes
in any currency (the "ORIGINAL CURRENCY") into another currency (the "OTHER
CURRENCY") the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the Original Currency with the Other Currency at the principal New York
office of a major United States financial institution selected by the
Administrative Agent on the Business Day immediately preceding the date on which
final judgment is rendered.

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

         (c) For purposes of determining the equivalent in one currency of
another currency as provided in this section, such amount shall include any
premium and costs payable in connection with the conversion into or from any
currency.



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<PAGE>   88




         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Agreement to be duly executed and delivered as of the date first above
written.


<TABLE>
<S>                                               <C>
ALLEN TELECOM INC.                                 KEYBANK NATIONAL ASSOCIATION,
                                                           INDIVIDUALLY AS THE SWING LINE LENDER,
                                                           A  LENDER, A LETTER OF CREDIT ISSUER,
                                                           AND AS THE SYNDICATION AGENT AND
BY:  /s/ James L. LePorte, III                             THE ADMINISTRATIVE AGENT
   ----------------------------------------                
        VICE PRESIDENT, TREASURER
             & CONTROLLER

                                                   BY: /s/ Laurence J. Mack
                                                      ------------------------------------------
                                                           SENIOR VICE PRESIDENT

NBD BANK,                                          STAR BANK, NATIONAL ASSOCIATION
       INDIVIDUALLY AS A LENDER AND
       AS DOCUMENTATION AGENT
                                                   BY: /s/ David J. Dannemiller
                                                      ------------------------------------------
                                                           TITLE: Vice President
BY: /s/ Glenn A. Currin
   --------------------------------------
        TITLE: VICE PRESIDENT
DRESDNER BANK AG,                                  ISTITUTO BANCARIO SAN PAOLO DI TORINO ISTITUTO
      NEW YORK AND GRAND CAYMAN BRANCHES,          MOBILIARE ITALIANO S. P. A.,
      INDIVIDUALLY AS A LENDER AND AS                    NEW YORK BRANCH
      A LETTER OF CREDIT ISSUER

                                                   BY: /s/ Luca Sacchi
                                                      ----------------------------------------------
                                                           TITLE: Vice President
BY:
    --------------------------------------
        TITLE:

BY:
   ---------------------------------------
        TITLE:

FIFTH THIRD BANK, NORTHEASTERN OHIO                        LASALLE NATIONAL BANK


BY: /s/ James P. Byrnes                            BY: /s/ Mark T. Johnson
   --------------------------------------             ----------------------------------------------
        TITLE: Vice President                           TITLE: Vice President
</TABLE>








                                       83