<PAGE>   1
                                                                     Exhibit 4.3


                                CREDIT AGREEMENT

                          DATED AS OF FEBRUARY 13, 2001

                                      AMONG

                          LANCASTER COLONY CORPORATION,

                                  THE LENDERS,

                                       AND

                                  BANK ONE, NA,
                                    AS AGENT



                         BANC ONE CAPITAL MARKETS, INC.,
                      AS LEAD ARRANGER AND SOLE BOOK RUNNER


                          THE HUNTINGTON NATIONAL BANK,
                             AS DOCUMENTATION AGENT
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<TABLE>
                                     TABLE OF CONTENTS


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


ARTICLE II.  THE CREDITS...............................................................13
         2.1.         Commitment.......................................................13
         2.2.         Required Payments; Termination...................................13
         2.3.         Ratable Loans....................................................13
         2.4.         Types of Advances................................................13
         2.5.         Swing Line Loans.................................................14
                  2.5.1.  Amount of Swing Line Loans...................................14
                  2.5.2.  Borrowing Notice.............................................14
                  2.5.3.  Making of Swing Line Loans...................................14
                  2.5.4.  Repayment of Swing Line Loans................................14
         2.6.         Facility Fee; Reductions in Aggregate Commitment.................15
         2.7.         Minimum Amount of Each Advance...................................16
         2.8.         Optional Principal Payments......................................16
         2.9.         Method of Selecting Types and Interest Periods for
                        New Advances...................................................16
         2.10.    Conversion and Continuation of Outstanding Advances..................17
         2.11.    Changes in Interest Rate, etc........................................17
         2.12.    Rates Applicable After Default.......................................18
         2.13.    Method of Payment....................................................18
         2.14.    Noteless Agreement; Evidence of Indebtedness.........................18
         2.15.    Telephonic Notices...................................................19
         2.16.    Interest Payment Dates; Interest and Fee Basis.......................19
         2.17.    Notification of Advances, Interest Rates,
                    Prepayments and Commitment Reductions..............................20
         2.18.    Lending Installations................................................20
         2.19.    Non-Receipt of Funds by the Agent....................................20
         2.20.    Facility LCs.........................................................20
                  2.20.1.  Issuance....................................................20
                  2.20.2.  Participations..............................................20
                  2.20.3.  Notice......................................................21
                  2.20.4.  Fees........................................................21
                  2.20.5.  Administration; Reimbursement by Lenders....................21
                  2.20.6.  Reimbursement...............................................22
                  2.20.7.  Obligations Absolute........................................22
                  2.20.8.  Actions of LC Issuer........................................23
                  2.20.09.  Indemnification............................................23
                  2.20.10.  Lenders' Indemnification...................................23
                  2.20.11.  Facility LC Collateral Account.............................24
                  2.20.12.  Rights as a Lender.........................................24
         [2.21.   Extension of Facility Termination Date...............................24
         2.22.  Replacement of Lender..................................................24


ARTICLE III. YIELD PROTECTION; TAXES...................................................25
         3.1.         Yield Protection.................................................25
         3.2.         Changes in Capital Adequacy Regulations..........................26
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<TABLE>
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         3.3.         Availability of Types of Advances................................26
         3.4.         Funding Indemnification..........................................26
         3.5.         Taxes............................................................26
         3.6.         Lender Statements; Survival of Indemnity.........................28


ARTICLE IV.  CONDITIONS PRECEDENT......................................................28
         4.2.         Each Credit Extension............................................29


ARTICLE V.   REPRESENTATIONS AND WARRANTIES............................................30
         5.1.         Existence and Standing...........................................30
         5.2.         Authorization and Validity.......................................30
         5.3.         No Conflict; Government Consent..................................30
         5.4.         Financial Statements.............................................30
         5.5.         Material Adverse Change..........................................31
         5.6.         Taxes............................................................31
         5.7.         Litigation and Contingent Obligations............................31
         5.8.         Subsidiaries.....................................................31
         5.9.         ERISA............................................................31
         5.10.    Accuracy of Information..............................................31
         5.11.    Regulations S, T, U and X............................................31
         5.12.    Material Agreements..................................................32
         5.13.    Compliance With Laws.................................................32
         5.14.    Ownership of Properties..............................................32
         5.15.    Plan Assets; Prohibited Transactions.................................32
         5.16.    Environmental Matters................................................32
         5.17.    Investment Company Act...............................................32
         5.18.    Public Utility Holding Company Act...................................32


ARTICLE VI.  COVENANTS.................................................................33
         6.1.         Financial Reporting..............................................33
         6.2.         Use of Proceeds..................................................34
         6.3.         Notice of Default................................................34
         6.4.         Conduct of Business..............................................34
         6.5.         Taxes............................................................34
         6.6.         Insurance........................................................34
         6.7.         Compliance with Laws.............................................34
         6.8.         Maintenance of Properties........................................34
         6.9.         Inspection.......................................................35
         6.10.    Guaranties...........................................................35
         6.11.    Merger...............................................................35
         6.12.    Sale of Assets.......................................................35
         6.13.    Investments and Acquisitions.........................................36
         6.14.    Liens................................................................37
         6.15.    Affiliates.  ........................................................38
         [6.15.   Affiliates...........................................................38
         [6.16.   Financial Contracts..................................................38
         6.17.    Financial Covenants..................................................38
</TABLE>

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                  6.17.1.     Fixed Charge Coverage Ratio..............................38
                  6.17.2.     Leverage Ratio...........................................38


ARTICLE VII. DEFAULTS..................................................................38


ARTICLE VIII. ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES...........................41
         8.1.         Acceleration; Facility LC Collateral Account.....................41
         8.2.         Amendments.......................................................42
         8.3.         Preservation of Rights...........................................42


ARTICLE IX.  GENERAL PROVISIONS........................................................43
         9.1.         Survival of Representations......................................43
         9.2.         Governmental Regulation..........................................43
         9.3.         Headings.........................................................43
         9.4.         Entire Agreement.................................................43
         9.5.         Several Obligations; Benefits of this Agreement..................43
         9.6.         Expenses; Indemnification........................................43
         9.7.         Numbers of Documents.............................................44
         9.8.         Accounting.......................................................44
         9.9.         Severability of Provisions.......................................45
         9.10.    Nonliability of Lenders..............................................45
         9.11.    Confidentiality......................................................45
         9.12.    Nonreliance..........................................................45
         9.13.    Disclosure...........................................................45


ARTICLE X.   THE AGENT.................................................................46
         10.1.    Appointment; Nature of Relationship..................................46
         10.2.    Powers...............................................................46
         10.3.    General Immunity.....................................................46
         10.4.    No Responsibility for Loans, Recitals, etc...........................46
         10.5.    Action on Instructions of Lenders....................................47
         10.6.    Employment of Agents and Counsel.....................................47
         10.7.    Reliance on Documents; Counsel.......................................47
         10.8.    Agent's Reimbursement and Indemnification............................47
         10.9.    Notice of Default....................................................47
         10.10.   Rights as a Lender...................................................48
         10.11.   Lender Credit Decision...............................................48
         10.12.   Successor Agent......................................................48
         10.13.   Agent and Arranger Fees..............................................49
         10.14.   Delegation to Affiliates.............................................49
         [10.15.  Co-Agents, Documentation Agent, Syndication Agent, etc...............49


ARTICLE XI.  SETOFF; RATABLE PAYMENTS..................................................49
         11.1.    Setoff...............................................................49
         11.2.    Ratable Payments.....................................................49
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<TABLE>
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ARTICLE XII. BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.........................50
         12.1.    Successors and Assigns...............................................50
         12.2.    Participations.......................................................50
                  12.2.1.     Permitted Participants; Effect...........................50
                  12.2.2.     Voting Rights............................................50
                  12.2.3.     Benefit of Setoff........................................51
         12.3.    Assignments..........................................................51
                  12.3.1.     Permitted Assignments....................................51
                  12.3.2.     Effect; Effective Date...................................51
         12.4.    Dissemination of Information.........................................51
         12.5.    Tax Treatment........................................................52


ARTICLE XIII. NOTICES..................................................................52
         13.1.    Notices..............................................................52
         13.2.    Change of Address....................................................52


ARTICLE XIV. COUNTERPARTS..............................................................52


ARTICLE XV.  CHOICE OF LAW; CONSENT TO JURISDICTION;
         WAIVER OF JURY TRIAL..........................................................53
         15.1.    CHOICE OF LAW........................................................53
         15.2.    CONSENT TO JURISDICTION..............................................53
         15.3.    WAIVER OF JURY TRIAL.................................................53


PRICING SCHEDULE.......................................................................60


EXHIBIT A.   FORM OF OPINION...........................................................62


EXHIBIT B.   COMPLIANCE CERTIFICATE....................................................64


EXHIBIT C.   ASSIGNMENT AGREEMENT......................................................66


EXHIBIT D.   LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION............................74


EXHIBIT E.   NOTE......................................................................75
</TABLE>


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<PAGE>   6

                                CREDIT AGREEMENT

         This Credit Agreement, dated as of February 13, 2001, is among
Lancaster Colony Corporation, an Ohio corporation, the Lenders and Bank One, NA,
a national banking association having its principal office in Chicago, Illinois,
as LC Issuer and as Agent. The parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS
                                   -----------


         As used in this Agreement:

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

         "Advance" means a borrowing hereunder, (i) made by some or all of the
Lenders on the same Borrowing Date, or (ii) converted or continued by the
Lenders on the same date of conversion or continuation, consisting, in either
case, of the aggregate amount of the several Loans of the same Type and, in the
case of Eurodollar Loans, for the same Interest Period. The term "Advance" shall
include Swing Line Loans unless otherwise expressly provided.

         "Affected Lender" is defined in Section 2.22.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of Capital Stock, by contract or otherwise.

         "Agent" means Bank One in its capacity as contractual representative of
the Lenders pursuant to Article X, and not in its individual capacity as a
Lender, and any successor Agent appointed pursuant to Article X.

         "Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, as increased or reduced from time to time pursuant to the terms
hereof.

         "Aggregate Outstanding Credit Exposure" means, at any time, the
aggregate of the Outstanding Credit Exposure of all the Lenders.
<PAGE>   7
         "Agreement" means this credit agreement, as it may be amended or
modified and in effect from time to time.

         "Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time.

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

         "Applicable Fee Rate" means, at any time, the percentage rate per annum
at which facility fees are accruing on the Aggregate Commitment (without regard
to usage) at such time as set forth in the Pricing Schedule.

         "Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

         "Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors, in its capacity as Lead Arranger and Sole Book
Runner.

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

         "Authorized Officer" means any of the president, the chief executive
officer or the chief financial officer of the Borrower or any other person
designated in writing by the president, the chief executive officer or the chief
financial officer of the Borrower to act as an Authorized Officer in connection
herewith, acting singly.

         "Available Aggregate Commitment" means, at any time, the Aggregate
Commitment then in effect minus the Aggregate Outstanding Credit Exposure at
such time.

         "Bank One" means Bank One, NA, a national banking association having
its principal office in Chicago, Illinois, in its individual capacity, and its
successors.

         "Board of Directors" means:

         (1)      with respect to a corporation, the board of directors of the
                  corporation;

         (2)      with respect to a partnership, the Board of Directors of the
                  general partner of the partnership; and

         (3)      with respect to any other Person, the board or committee or
                  manager of such Person serving a similar function.

         "Borrower" means Lancaster Colony Corporation, an Ohio corporation, and
its permitted successors and assigns.

         "Borrowing Date" means a date on which an Advance is made hereunder.

                                       2
<PAGE>   8

         "Borrowing Notice" is defined in Section 2.9.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Columbus, Chicago and New York for the conduct
of substantially all of their commercial lending activities, interbank wire
transfers can be made on the Fedwire system and dealings in Dollars are carried
on in the London interbank market and (ii) for all other purposes, a day (other
than a Saturday or Sunday) on which banks generally are open in Chicago for the
conduct of substantially all of their commercial lending activities and
interbank wire transfers can be made on the Fedwire system.

         "Capital Stock" means (i) in the case of any corporation, all capital
stock and any securities exchangeable for or convertible into capital stock and
any warrants, rights or other options to purchase or otherwise acquire capital
stock or such securities or any other form of equity securities, (ii) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, (iii) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (iv) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

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

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

         "Cash Equivalent Investments" means (i) short-term obligations of, or
fully guaranteed by, the United States of America, (ii) commercial paper rated
A-2 or better by S&P or P-2 or better by Moody's, (iii) demand deposit accounts
maintained in the ordinary course of business, (iv) money market accounts, sweep
accounts and other similar accounts, and (v) certificates of deposit issued by
and time deposits with commercial banks (whether domestic or foreign) having
capital and surplus in excess of $100,000,000; provided in each case that the
same provides for payment of both principal and interest (and not principal
alone or interest alone) and is not subject to any contingency regarding the
payment of principal or interest.

         "Change in Control" means the occurrence of either of the following:
(i) the acquisition by any Person, or two or more Persons acting in concert, of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of
the outstanding shares of voting Capital Stock of the Borrower; or (ii) the
first day on which a majority of the members of the Board of Directors of the
Borrower are not Continuing Directors.

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

         "Collateral Shortfall Amount" is defined in Section 8.1.

         "Commitment" means, for each Lender, the obligation of such Lender to
make Revolving Loans to, and participate in Facility LCs issued upon the
application of, the Borrower and to participate in Swing Line Loans made to the
Borrower, in an aggregate amount not exceeding the amount set forth

                                       3
<PAGE>   9
opposite its signature below, as it may be modified as a result of any
assignment that has become effective pursuant to Section 12.3.2 or as otherwise
modified from time to time pursuant to the terms hereof.

         "Consolidated Debt" means at any time the Indebtedness of the Borrower
and its Subsidiaries calculated on a consolidated basis as of such time.

         "Consolidated EBIT" means (a) Consolidated Net Income, plus (b) to the
extent deducted in determining such Consolidated Net Income, Consolidated
Interest Expense and income taxes, minus (c) to the extent included in
determining such Consolidated Net Income, each of the following, without
duplication: (i) the income of any Person (other than a Wholly-Owned Subsidiary
of the Borrower) in which any Person other than the Borrower or any of its
Subsidiaries has a joint interest or a partnership interest or other ownership
interest, except to the extent of the amount of dividends or other distributions
actually paid to the Borrower or any of its Subsidiaries by such Person during
such period, (ii) extraordinary, unusual or non-recurring gains (or plus
extraordinary, unusual or non-recurring non-cash losses) from the sale,
exchange, transfer or other disposition of property or assets of the Borrower
and its Subsidiaries, and related tax effects in accordance with Agreement
Accounting Principles, (iii) any other extraordinary, unusual or non-recurring
gains or other income (or plus other extraordinary, unusual or non-recurring
non-cash losses) not from the continuing operations of the Borrower or its
Subsidiaries, and related tax effects in accordance with Agreement Accounting
Principles and (iv) the income of any Subsidiary of the Borrower to the extent
that the declaration or payment of dividends or similar distributions by that
Subsidiary of that income is not at the time permitted by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Subsidiary.

         "Consolidated Interest Expense" means, with reference to any period,
the interest expense of the Borrower and its Subsidiaries and the interest
expense component of any Off-Balance Sheet Liability, in each case calculated on
a consolidated basis for such period.

         "Consolidated Net Income" means, with reference to any period, the net
income (or loss) of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period.

         "Consolidated Net Worth" means at any time the consolidated
stockholders' equity of the Borrower and its Subsidiaries as calculated on a
consolidated basis as of such time.

         "Consolidated Tangible Net Worth" means, as of any date, the difference
of (i) Consolidated Net Worth, minus (ii) to the extent included in determining
the amount under the foregoing clause (i), the net book value of goodwill, cost
in excess of fair value of net assets acquired, patents, trademarks, tradenames
and copyrights, treasury stock and all other assets which are deemed intangible
assets under Agreement Accounting Principles.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership,
provided that the term "Contingent Obligation" shall not include endorsements of
instruments for deposit or collection in the ordinary course of business.

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<PAGE>   10
         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Borrower who:

         (1)      was a member of such Board of Directors on the date of this
                  Agreement; or

         (2)      was nominated for election to such Board of Directors with the
                  approval of a majority of the Continuing Directors who were
                  members of such Board at the time of such nomination or
                  election.

         "Controlled Group" means all members of a controlled group of
corporations or other business entities and all trades or businesses (whether or
not incorporated) under common control which, together with the Borrower or any
of its Subsidiaries, are treated as a single employer under Section 414 of the
Code.

         "Conversion/Continuation Notice" is defined in Section 2.10.

         "Credit Extension" means the making of an Advance or the issuance of a
Facility LC hereunder.

         "Credit Extension Date" means the Borrowing Date for an Advance or the
issuance date for a Facility LC.

         "Debt to Capitalization Ratio" means, as of any date of calculation,
the ratio of (i) Consolidated Debt on such date to (ii) the sum of Consolidated
Debt plus Consolidated Net Worth on such date.

         "Default" means an event described in Article VII.

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

         "Documentation Agent" means The Huntington National Bank in its
capacity as documentation agent hereunder, and not in its individual capacity as
a Lender, together with its successors and assigns.

         "Dollars" and "$" shall mean the lawful currency of the United States
of America.

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

                                       5
<PAGE>   11
         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

         "Eurodollar Advance" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at the applicable Eurodollar Rate.

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

         "Eurodollar Loan" means a Loan which, except as otherwise provided in
Section 2.12, bears interest at the applicable Eurodollar Rate.

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

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it, by (i) the jurisdiction under the laws of which
such Lender or the Agent is incorporated or organized or (ii) the jurisdiction
in which the Agent's or such Lender's principal executive office or such
Lender's applicable Lending Installation is located.

         "Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

         "Extension Request" is defined in Section 2.21.

         "Facility LC" is defined in Section 2.20.1.

         "Facility LC Application" is defined in Section 2.20.3.

         "Facility LC Collateral Account" is defined in Section 2.20.11.

         "Facility Termination Date" means February 13, 2004 or any later date
as may be specified as the Facility Termination Date in accordance with Section
2.21 or any earlier date on which the Aggregate Commitment is reduced to zero or
otherwise terminated pursuant to the terms hereof.

                                       6
<PAGE>   12
         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent in its sole
reasonable good faith discretion.

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

         "Floating Rate" means, for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case
changing when and as the Alternate Base Rate changes.

         "Floating Rate Advance" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at the Floating Rate.

         "Floating Rate Loan" means a Loan which, except as otherwise provided
in Section 2.12, bears interest at the Floating Rate.

         "Guarantor" means any Subsidiary of the Borrower required to execute a
Guaranty at any time pursuant to Section 6.10.

         "Guaranty" means each guaranty executed by a Guarantor in favor of the
Agent, for the ratable benefit of the Lenders, pursuant to this Agreement and in
form and substance satisfactory to the Agent, as they may be amended or modified
and in effect from time to time.

         "Indebtedness" of a Person means such Person's (i) any obligation for
borrowed money or similar obligations, obligations representing the deferred
purchase price of Property or services (other than accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), obligations, whether or not assumed, secured by Liens or payable out of
the proceeds or production from Property now or hereafter owned or acquired by
such Person, obligations which are evidenced by notes, acceptances, letters of
credit or other instruments, obligations of such Person to purchase securities
or other Property arising out of or in connection with the sale of the same or
substantially similar securities or Property, and Capitalized Lease Obligations,
(ii) Off-Balance Sheet Liabilities, and (iii) Contingent Obligations with
respect to any of the foregoing.

         "Interest Period" means, with respect to a Eurodollar Advance, a period
of one, two, three or six months commencing on a Business Day selected by the
Borrower pursuant to this Agreement. Such Interest Period shall end on the day
which corresponds numerically to such date one, two, three or six months
thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

                                       7
<PAGE>   13
         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the
trade) or contribution of capital by such Person; stocks, bonds, mutual funds,
partnership interests, notes, debentures or other securities owned by such
Person; and structured notes, derivative financial instruments and other similar
instruments or contracts owned by such Person.

         "LC Fee" is defined in Section 2.20.4.

         "LC Issuer" means Bank One (or any subsidiary or affiliate of Bank One
designated by Bank One) in its capacity as issuer of Facility LCs hereunder.

         "LC Obligations" means, at any time, the sum, without duplication, of
(i) the aggregate undrawn stated amount under all Facility LCs outstanding at
such time plus (ii) the aggregate unpaid amount at such time of all
Reimbursement Obligations.

         "LC Payment Date" is defined in Section 2.20.5.

         "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns. Unless otherwise
specified, the term "Lenders" includes Bank One in its capacity as Swing Line
Lender.

         "Lending Installation" means, with respect to a Lender or the Agent,
the office, branch, subsidiary or affiliate of such Lender or the Agent listed
on the signature pages hereof or on a Schedule or otherwise selected by such
Lender or the Agent pursuant to Section 2.18.

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

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

         "Loan" means a Revolving Loan or a Swing Line Loan.

         "Loan Documents" means this Agreement, the Facility LC Applications,
the Guaranty, any Notes issued pursuant to Section 2.14, and any other agreement
or document executed in connection with any of the foregoing.

         "Margin Stock" means "margin stock" as defined in Regulations U or X or
"marginable OTC stock" or "foreign margin stock" within the meaning of
Regulation T.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise) or results of operations
of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the
Borrower or any Guarantor to perform its obligations under the Loan Documents,
or (iii) the validity or enforceability of any of the Loan Documents or the
rights or remedies of the Agent, the LC Issuer or the Lenders thereunder.

                                       8
<PAGE>   14
         "Material Indebtedness" is defined in Section 7.5.

         "Modify" and "Modification" are defined in Section 2.20.1.

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

         "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Note" is defined in Section 2.14.

         "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans, all Reimbursement Obligations, all accrued and unpaid
fees and all expenses, reimbursements, indemnities and other obligations of the
Borrower to the Lenders or to any Lender, the Agent, the LC Issuer or any
indemnified party arising under the Loan Documents.

         "Off-Balance Sheet Liability" of a Person means (i) the aggregate
outstanding amount of all asset securitizations, receivable sales and/or
factoring and other similar off balance sheet financings and liabilities, based
on the aggregate outstanding amount sold, assigned, discounted or otherwise
transferred or financed, whether or not shown as a liability on a balance sheet
of such Person, (ii) any liability under any Sale and Leaseback Transaction
which is not a Capitalized Lease, (iii) any liability under any so-called
"synthetic lease" transaction entered into by such Person, or (iv) any
obligation arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a
liability on the balance sheet of such Person, based on the aggregate
outstanding amount sold, assigned, discounted or otherwise transferred or
financed, but excluding from this clause (iv) Operating Leases.

         "Operating Lease" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

         "Other Taxes" is defined in Section 3.5(ii).

         "Outstanding Credit Exposure" means, as to any Lender at any time, the
sum of (i) the aggregate principal amount of its Revolving Loans outstanding at
such time, plus (ii) an amount equal to its Pro Rata Share of the aggregate
principal amount of Swing Line Loans and LC Obligations outstanding at such
time.

         "Participants" is defined in Section 12.2.1.

         "Payment Date" means the last day of each calendar quarter.

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

         "Permitted Securitization Transaction" is defined in Section 6.12(v).

                                       9
<PAGE>   15
         "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Borrower or any member of the Controlled Group may have any
liability.

         "Pricing Schedule" means the Schedule attached hereto identified as
such.

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

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

         "Pro Rata Share" means, with respect to a Lender, a portion equal to a
fraction the numerator of which is such Lender's Commitment and the denominator
of which is the Aggregate Commitment.

         "Purchasers" is defined in Section 12.3.1.

         "Rate Management Transaction" means any transaction (including an
agreement with respect thereto) now existing or hereafter entered into between
the Borrower and any Lender or Affiliate thereof which is a rate swap, basis
swap, forward rate transaction, commodity swap, commodity option, equity or
equity index swap, equity or equity index option, bond option, interest rate
option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, forward transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions) or any combination
thereof, whether linked to one or more interest rates, foreign currencies,
commodity prices, equity prices or other financial measures.

         "Rate Management Obligations" of a Person means any and all obligations
of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management Transactions.

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

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

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

                                       10
<PAGE>   16
         "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors.

         "Reimbursement Obligations" means, at any time, the aggregate of all
obligations of the Borrower then outstanding under Section 2.20 to reimburse the
LC Issuer for amounts paid by the LC Issuer in respect of any one or more
drawings under Facility LCs.

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

         "Reports" is defined in Section 9.6.

         "Required Lenders" means Lenders in the aggregate having at least 51%
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least 51% of the Aggregate Outstanding
Credit Exposure.

         "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

         "Revolving Loan" means, with respect to a Lender, such Lender's loan
made pursuant to its commitment to lend set forth in Section 2.1 (or any
conversion or continuation thereof).

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

         "Sale and Leaseback Transaction" means any sale or other transfer of
Property by any Person with the intent to lease such Property as lessee.

         "Schedule" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

         "SEC" means the Securities and Exchange Commission and any successor
agency.

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

         "Securitization Entity" means a Wholly-Owned Subsidiary of the Borrower
that engages in no activities other than Permitted Securitization Transactions
and any necessary related activities and owns no assets other than as required
for Permitted Securitization Transactions and (i) no portion of the Indebtedness
(contingent or otherwise) of which is guaranteed by the Borrower or any
Subsidiary of the Borrower or is recourse to or obligates the Borrower or any
Subsidiary of the Borrower in any way, other than pursuant to customary
representations, warranties, covenants, indemnities and other obligations

                                       11
<PAGE>   17
entered into in connection with a Permitted Securitization Transaction, and (ii)
to which neither the Borrower nor any Subsidiary of the Borrower has any
material obligation to maintain or preserve such entity's financial condition or
cause such entity to achieve certain levels of operating results.

         "Significant Subsidiary" means, at any time, any Subsidiary which (i)
for the most recent four fiscal quarters of the Borrower, accounted for more
than 10% of the consolidated revenues of the Borrower and its Subsidiaries or
(ii) as of the end of the most recently ended fiscal quarter of the Borrower,
was the owner of more than 10% of the consolidated assets of the Borrower and
its Subsidiaries.

         "Single Employer Plan" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

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

         "Substantial Portion" means, with respect to the Property of the
Borrower and its Subsidiaries, Property which (i) represents more than 10% of
the consolidated assets of the Borrower and its Subsidiaries as would be shown
in the consolidated financial statements of the Borrower and its Subsidiaries as
at the beginning of the twelve-month period ending with the month in which such
determination is made, or (ii) is responsible for more than 10% of the
consolidated net sales or of the consolidated net income of the Borrower and its
Subsidiaries as reflected in the financial statements referred to in clause (i)
above, or (iii) represents more than 25% of the consolidated assets of the
Borrower and its Subsidiaries as would be shown in the consolidated financial
statements of the Borrower and its Subsidiaries as of the date of this Agreement
or (iv) is responsible for more than 25% of the consolidated net sales or of the
consolidated net income of the Borrower and its Subsidiaries as reflected in the
financial statements referred to in clause (iii) above.

         "Swing Line Borrowing Notice" is defined in Section 2.5.2.

         "Swing Line Lender" means Bank One or such other Lender which may
succeed to its rights and obligations as Swing Line Lender pursuant to the terms
of this Agreement and shall include, without limitation, any office, branch,
subsidiary or affiliate of Bank One or such other Lender selected by Bank One or
such other Lender from time to time as the provider of any Swing Line Loan.

         "Swing Line Loan" means a Loan made available to the Borrower by the
Swing Line Lender pursuant to Section 2.5.

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

         "Transferee" is defined in Section 12.4.

                                       12
<PAGE>   18
         "Type" means, with respect to any Advance, its nature as a Floating
Rate Advance or a Eurodollar Advance.

         "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

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

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

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


                                   ARTICLE II

                                   THE CREDITS
                                   -----------


          2.1. Commitment. From and including the date of this Agreement and
prior to the Facility Termination Date, each Lender severally agrees, on the
terms and conditions set forth in this Agreement, to (i) make Revolving Loans to
the Borrower and (ii) participate in Facility LCs and Swing Line Loans issued or
made upon the request of the Borrower, provided that, after giving effect to the
making of each such Loan and the issuance of each such Facility LC, such
Lender's Outstanding Credit Exposure shall not exceed its Commitment and the
Aggregate Outstanding Credit Exposure shall not exceed the Aggregate
Commitments. Subject to the terms of this Agreement, the Borrower may borrow,
repay and reborrow at any time prior to the Facility Termination Date. The
Commitments to extend credit hereunder shall expire on the Facility Termination
Date. The LC Issuer will issue Facility LCs hereunder on the terms and
conditions set forth in Section 2.20. The Swing Line Lender agrees to make Swing
Line Loans hereunder on the terms and conditions set forth in Section 2.5.

          2.2. Required Payments; Termination. The Aggregate Outstanding Credit
Exposure and all other unpaid Obligations shall be paid in full by the Borrower
on the Facility Termination Date. Additionally, the Borrower shall promptly pay
the Aggregate Outstanding Credit Exposure to the extent the amount thereof at
any time exceeds the Aggregate Commitments at such time.

         2.3. Ratable Loans. Each Advance hereunder (other than any Swing Line
Loan) shall consist of Revolving Loans made from the several Lenders ratably
according to their Pro Rata Shares.

         2.4. Types of Advances. The Advances may be Floating Rate Advances or
Eurodollar Advances, or a combination thereof, selected by the Borrower in
accordance with Sections 2.9 and 2.10.

                                       13
<PAGE>   19
         2.5. Swing Line Loans.


                   2.5.1. Amount of Swing Line Loans. Upon the satisfaction of
         the conditions precedent set forth in Section 4.2 and, if such Swing
         Line Loan is to be made on the date of the initial Advance hereunder,
         the satisfaction of the conditions precedent set forth in Section 4.1
         as well, from and including the date of this Agreement and prior to the
         Facility Termination Date, the Swing Line Lender agrees, on the terms
         and conditions set forth in this Agreement, to make Swing Line Loans to
         the Borrower from time to time in an aggregate principal amount not to
         exceed $15,000,000, provided that the Outstanding Credit Exposure shall
         not at any time exceed the Aggregate Commitments, and provided further
         that at no time shall the sum of (i) the Swing Line Lender's Pro Rata
         Share of the Swing Line Loans, plus (ii) the outstanding Revolving
         Loans made by the Swing Line Lender pursuant to Section 2.1, exceed the
         Swing Line Lender's Commitment at such time, provided that it is
         acknowledged that Swing Loans will reduce the Swing Line Lender's
         Commitment only by the Swing Line Lender's Pro Rata Share of the Swing
         Line Loans. Subject to the terms of this Agreement, the Borrower may
         borrow, repay and reborrow Swing Line Loans at any time prior to the
         Facility Termination Date.

                   2.5.2. Borrowing Notice. The Borrower shall deliver to the
         Agent and the Swing Line Lender irrevocable notice (a "Swing Line
         Borrowing Notice") not later than noon (Chicago time) on the Borrowing
         Date of each Swing Line Loan, specifying (i) the applicable Borrowing
         Date (which date shall be a Business Day) and (ii) the aggregate amount
         of the requested Swing Line Loan which shall be an amount not less than
         $100,000. Each Swing Line Loan shall bear interest at the Floating Rate
         and shall mature as agreed to by the Swing Line Lender and the
         Borrower, not to exceed 30 days after the date thereof.

                   2.5.3. Making of Swing Line Loans. If a Swing Line Loan is to
         be made, the Swing Line Lender shall make available the Swing Line Loan
         to the Borrower, in immediately available funds or same day funds, at
         such Lending Installation of the Swing Line Lender as determined by the
         Swing Line Lender.

                   2.5.4. Repayment of Swing Line Loans. Each Swing Line Loan
         shall be paid in full by the Borrower on the earliest of (i) the date
         agreed to by the Swing Line Lender and the Borrower, (ii) the date 30
         days after the Borrowing Date for such Swing Line Loan or (iii) the
         Facility Termination Date. The Swing Line Lender may at any time in its
         sole discretion with respect to any outstanding Swing Line Loan require
         each Lender (including the Swing Line Lender) to make a Revolving Loan
         in the amount of such Lender's Pro Rata Share of such Swing Line Loan
         (including, without limitation, any interest accrued and unpaid
         thereon), for the purpose of repaying such Swing Line Loan. Not later
         than noon (Chicago time) on the date of any notice received pursuant to
         this Section 2.5.4, each Lender shall make available its required
         Revolving Loan, in funds immediately available in Chicago to the Agent
         at its address specified pursuant to Article XIII. Revolving Loans made
         pursuant to this Section 2.5.4 shall initially be Floating Rate Loans
         and thereafter may be continued as Floating Rate Loans or converted
         into Eurodollar Loans in the manner provided in Section 2.10 and
         subject to the other conditions and limitations set forth in this
         Article II. Such Lender's obligation to make Revolving Loans pursuant
         to this Section 2.5.4 to repay Swing Line Loans shall be unconditional,
         continuing, irrevocable and absolute and shall not be affected by any
         circumstances, including, without limitation, (a) any set-off,
         counterclaim, recoupment, defense or other right which such Lender may
         have against the Agent, the Swing Line Lender or any other Person, (b)
         the occurrence or continuance of a Default or Unmatured Default, (c)
         any adverse change in the condition (financial or otherwise)

                                       14
<PAGE>   20
         of the Borrower, or (d) any other circumstances, happening or event
         whatsoever. In the event that any Lender fails to make payment to the
         Agent of any amount due under this Section 2.5.4, the Agent shall be
         entitled to receive, retain and apply against such obligation the
         principal and interest otherwise payable to such Lender hereunder until
         the Agent receives such payment from such Lender or such obligation is
         otherwise fully satisfied. In addition to the foregoing, if for any
         reason any Lender fails to make payment to the Agent of any amount due
         under this Section 2.5.4, such Lender shall be deemed, at the option of
         the Agent, to have unconditionally and irrevocably purchased from the
         Swing Line Lender, without recourse or warranty, an undivided interest
         and participation in the applicable Swing Line Loan in the amount of
         such Revolving Loan, and such interest and participation may be
         recovered from such Lender together with interest thereon at the
         Federal Funds Effective Rate for each day during the period commencing
         on the date of demand and ending on the date such amount is received.
         On the Facility Termination Date, the Borrower shall repay in full the
         outstanding principal balance of the Swing Line Loans.

          2.6. Facility Fee; Reductions and Increases in Aggregate Commitment.
(i) The Borrower agrees to pay to the Agent for the account of each Lender
according to its Pro Rata Share a facility fee at a per annum rate equal to the
Applicable Fee Rate on the average daily amount of such Lender's Commitment,
whether used or unused, from the date hereof to and including the Facility
Termination Date, payable on each Payment Date hereafter and on the Facility
Termination Date.

         (ii) For each day on which the Aggregate Outstanding Credit Exposure
exceeds 33% of the Aggregate Commitment, the Borrower agrees to pay to the Agent
for the account of each Lender according to its Pro Rata Share a utilization fee
at a per annum rate equal to 0.10% on the amount of the Aggregate Outstanding
Credit Exposure for each such day, payable on each Payment Date hereafter and on
the Facility Termination Date.

         (iii) The Borrower may permanently reduce the Aggregate Commitment in
whole, or in part ratably among the Lenders in integral multiples of $5,000,000,
upon at least five Business Days' written notice to the Agent, which notice
shall specify the amount of any such reduction, provided, however, that the
amount of the Aggregate Commitment may not be reduced below the Aggregate
Outstanding Credit Exposure. All accrued facility fees on the amount of the
Aggregate Commitment so reduced or terminated shall be payable on the effective
date of any termination of the obligations of the Lenders to make Credit
Extensions hereunder.

         (iv) With the prior consent of the Agent, the Borrower may request to
increase the Aggregate Commitment in increments of $5,000,000, provided that the
aggregate increase in the Aggregate Commitment from the date hereof shall not
exceed $50,000,000. Any such request to increase the Aggregate Commitment shall
be deemed to be a certification by the Borrower that at the time of such
request, there exists no Default or Unmatured Default and the representations
and warranties contained in Article V are true and correct as of such date or,
if applicable only to a prior date, as of such prior date. Any request from the
Borrower to increase the Aggregate Commitment shall be implemented by one or
more existing Lenders agreeing to increase their Commitments (provided that no
Lender shall have any obligation to increase its Commitment) or by one or more
new lenders agreeing to become a Lender hereunder or by any combination of the
foregoing, as determined by the Agent and the Arranger in consultation with the
Borrower. Prior to any such increase in the Aggregate Commitment becoming
effective, the Agent shall have received:

                  (a)      copies, certified by the secretary of the Borrower of
                           its Board of Directors' resolutions and of
                           resolutions or actions of any other body authorizing
                           the increase in the Aggregate Commitment;

                                       15
<PAGE>   21
                  (b)      a certificate, signed by the chief financial officer
                           of the Borrower, showing that after giving effect to
                           the increase in the Aggregate Commitment, no Default
                           or Unmatured Default shall occur and the Borrower
                           shall be in compliance with all covenants in this
                           Agreement;

                  (c)      copies of all governmental and nongovernmental
                           consents, approvals, authorizations, declarations,
                           registrations or filings required on the part of the
                           Borrower or any Guarantor in connection with the
                           increase in the Aggregate Commitment, certified as
                           true and correct in full force and effect as of the
                           date of the increase by a duly authorized officer of
                           the Borrower, or if none are required, a certificate
                           of such officer to that effect;

                  (d)      evidence satisfactory to the Agent that no Material
                           Adverse Effect shall have occurred with respect to
                           the Borrower and its Subsidiaries since the most
                           recent financial statements provided to the Lenders
                           hereunder; and

                  (e)      such other documents and conditions as the Agent or
                           its counsel may have reasonably requested.

          2.7. Minimum Amount of Each Advance. Each Eurodollar Advance shall be
in the minimum amount of $5,000,000 (and in multiples of $500,000 if in excess
thereof), and each Floating Rate Advance (other than an Advance to repay Swing
Line Loans) shall be in the minimum amount of $2,500,000 (and in multiples of
$500,000 if in excess thereof), provided, however, that any Floating Rate
Advance may be in the amount of the Available Aggregate Commitment.

         2.8. Optional Principal Payments. The Borrower may from time to time
pay, without penalty or premium, all outstanding Floating Rate Advances (other
than Swing Line Loans), or, in a minimum aggregate amount of $2,500,000 or any
integral multiple of $500,000 in excess thereof, any portion of the outstanding
Floating Rate Advances (other than Swing Line Loans) upon two Business Days'
prior notice to the Agent. The Borrower may at any time pay, subject to the
payment of any funding indemnification amounts required by Section 3.4 but
without penalty or premium, all outstanding Swing Line Loans, or, in a minimum
amount of $100,000 and increments of $50,000 in excess thereof, any portion of
the outstanding Swing Line Loans, with notice to the Agent and the Swing Line
Lender by 11:00 a.m. (Chicago time) on the date of repayment. The Borrower may
from time to time pay, subject to the payment of any funding indemnification
amounts required by Section 3.4 but without penalty or premium, all outstanding
Eurodollar Advances, or, in a minimum aggregate amount of $5,000,000 or any
integral multiple of $500,000 in excess thereof, any portion of the outstanding
Eurodollar Advances upon three Business Days' prior notice to the Agent.

         2.9. Method of Selecting Types and Interest Periods for New Advances.
The Borrower shall select the Type of Advance and, in the case of each
Eurodollar Advance, the Interest Period applicable thereto from time to time.
The Borrower shall give the Agent irrevocable notice (a "Borrowing Notice") not
later than 10:00 a.m. (Chicago time) on the Borrowing Date of each Floating Rate
Advance and three Business Days before the Borrowing Date for each Eurodollar
Advance, specifying:

         (i)      the Borrowing Date, which shall be a Business Day, of such
                  Advance,

         (ii)     the aggregate amount of such Advance,

                                       16
<PAGE>   22
         (iii)    the Type of Advance selected, and

         (iv)     in the case of each Eurodollar Advance, the Interest Period
                  applicable thereto.

Not later than noon (Chicago time) on each Borrowing Date, each Lender shall
make available its Revolving Loan or Revolving Loans in funds immediately
available in Chicago to the Agent at its address specified pursuant to Article
XIII. The Agent will make the funds so received from the Lenders available to
the Borrower at the Agent's aforesaid address.

         2.10. Conversion and Continuation of Outstanding Advances. Floating
Rate Advances (other than Swing Line Loans) shall continue as Floating Rate
Advances unless and until such Floating Rate Advances are converted into
Eurodollar Advances pursuant to this Section 2.10 or are repaid in accordance
with Section 2.8. Each Eurodollar Advance shall continue as a Eurodollar Advance
until the end of the then applicable Interest Period therefor, at which time
such Eurodollar Advance shall be automatically converted into a Floating Rate
Advance unless (x) such Eurodollar Advance is or was repaid in accordance with
Section 2.8 or (y) the Borrower shall have given the Agent a
Conversion/Continuation Notice (as defined below) requesting that, at the end of
such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance
for the same or another Interest Period. Subject to the terms of Section 2.7,
the Borrower may elect from time to time to convert all or any part of a
Floating Rate Advance (other than a Swing Line Loan) into a Eurodollar Advance.
The Borrower shall give the Agent irrevocable notice (a "Conversion/Continuation
Notice") of each conversion of a Floating Rate Advance into a Eurodollar Advance
or continuation of a Eurodollar Advance not later than 11:00 a.m. (Chicago time)
at least three Business Days prior to the date of the requested conversion or
continuation, specifying:

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

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

         (iii)    the amount of such Advance which is to be converted into or
                  continued as a Eurodollar Advance and the duration of the
                  Interest Period applicable thereto.

         2.11. Changes in Interest Rate, etc. Each Floating Rate Advance (other
than a Swing Line Loan) shall bear interest on the outstanding principal amount
thereof, for each day from and including the date such Advance is made or is
automatically converted from a Eurodollar Advance into a Floating Rate Advance
pursuant to Section 2.10, to but excluding the date it is paid or is converted
into a Eurodollar Advance pursuant to Section 2.10 hereof, at a rate per annum
equal to the Floating Rate for such day. Each Swing Line Loan shall bear
interest on the outstanding principal amount thereof, for each day from and
including the day such Swing Line Loan is made to but excluding the date it is
paid, at a rate per annum equal to the Floating Rate for such day. Changes in
the rate of interest on that portion of any Advance maintained as a Floating
Rate Advance will take effect simultaneously with each change in the Alternate
Base Rate. Each Eurodollar Advance shall bear interest on the outstanding
principal amount thereof from and including the first day of the Interest Period
applicable thereto to (but not including) the last day of such Interest Period
at the interest rate determined by the Agent as applicable to such Eurodollar
Advance based upon the Borrower's selections under Sections 2.9 and 2.10 and
otherwise in accordance with the terms hereof. No Interest Period may end after
the Facility Termination Date.

                                       17
<PAGE>   23
         2.12. Rates Applicable After Default. Notwithstanding anything to the
contrary contained in Section 2.9 or 2.10, during the continuance of a Default
or Unmatured Default the Required Lenders may, at their option, by notice to the
Borrower (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that no Advance may be made as,
converted into or continued as a Eurodollar Advance. During the continuance of a
Default the Required Lenders may, at their option, by notice to the Borrower
(which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that (i) each Eurodollar Advance
shall bear interest for the remainder of the applicable Interest Period at the
rate otherwise applicable to such Interest Period plus 2% per annum, (ii) each
Floating Rate Advance shall bear interest at a rate per annum equal to the
Floating Rate in effect from time to time plus 2% per annum and (iii) the LC Fee
shall be increased by 2% per annum, provided that, during the continuance of a
Default under Section 7.6 or 7.7, the interest rates set forth in clauses (i)
and (ii) above and the increase in the LC Fee set forth in clause (iii) above
shall be applicable to all Credit Extensions without any election or action on
the part of the Agent or any Lender.

         2.13. Method of Payment. All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Agent at the Agent's address specified pursuant to
Article XIII, or at any other Lending Installation of the Agent specified in
writing by the Agent to the Borrower, by noon (local time) on the date when due
and shall (except in the case of Reimbursement Obligations for which the LC
Issuer has not been fully indemnified by the Lenders, with respect to repayments
of Swing Line Loans or as otherwise specifically required hereunder) be applied
ratably by the Agent among the Lenders. Each payment delivered to the Agent for
the account of any Lender shall be delivered promptly by the Agent to such
Lender in the same type of funds that the Agent received at its address
specified pursuant to Article XIII or at any Lending Installation specified in a
notice received by the Agent from such Lender. Notwithstanding the foregoing, no
payments of principal, interest, fees or other amounts delivered to the Agent
for the account of any Defaulting Lender shall be delivered by the Agent to such
Defaulting Lender. Instead, such payments shall, for so long as such Defaulting
Lender shall be a Defaulting Lender, be held by the Agent, and the Agent is
hereby authorized and directed by all parties hereto to hold such funds in
escrow and apply such funds as follows: (i) First, if applicable to any payments
due from such Defaulting Lender to the Agent or the LC Issuer, and (ii) Second,
to Credit Extensions required to be made by such Defaulting Lender on any
Borrowing Date to the extent such Defaulting Lender fails to make such Credit
Extensions. Notwithstanding the foregoing, upon the termination of all
Commitments and the payment and performance of all of the Obligations (other
than those owing to a Defaulting Lender), any funds then held in escrow by the
Agent pursuant to the preceding sentence shall be distributed to each Defaulting
Lender, pro rata in proportion to amounts that would be due to each Defaulting
Lender but for the fact that it is a Defaulting Lender. Each reference to the
Agent in this Section 2.13 shall also be deemed to refer, and shall apply
equally, to the LC Issuer, in the case of payments required to be made by the
Borrower to the LC Issuer pursuant to Section 2.20.6, and the Swing Line Lender,
in the case of payments required to be made by the Borrower to the Swing Line
Lender pursuant to Section 2.5.4.

         2.14. Noteless Agreement; Evidence of Indebtedness. (i) 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 from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.

         (ii) The Agent shall also maintain accounts in which it will record (a)
the amount of each Loan made hereunder, the Type thereof and the Interest Period
with respect thereto, (b) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender

                                       18
<PAGE>   24
hereunder, (c) the original stated amount of each Facility LC and the amount of
LC Obligations outstanding at any time, and (d) the amount of any sum received
by the Agent hereunder from the Borrower and each Lender's share thereof.

         (iii) The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided, however, that the failure
of the Agent or any Lender to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Obligations
in accordance with their terms.

         (iv) Any Lender may request that its Revolving Loans be evidenced by a
promissory note or, in the case of the Swing Line Lender, promissory notes
representing its Revolving Loans and Swing Line Loans, respectively,
substantially in the form of Exhibit E, with appropriate changes for notes
evidencing Swing Line Loans (each a "Note"). In such event, the Borrower shall
prepare, execute and deliver to such Lender such Note or Notes payable to the
order of such Lender. Thereafter, the Loans evidenced by each such Note and
interest thereon shall at all times (including after any assignment pursuant to
Section 12.3) be represented by one or more Notes payable to the order of the
payee named therein or any assignee pursuant to Section 12.3, except to the
extent that any such Lender or assignee subsequently returns any such Note for
cancellation and requests that such Loans once again be evidenced as described
in paragraphs (i) and (ii) above.

         2.15. Telephonic Notices. The Borrower hereby authorizes the Lenders
and the Agent to extend, convert or continue Advances, effect selections of
Types of Advances and to transfer funds based on telephonic notices made by any
person or persons the Agent or any Lender in good faith believes to be acting on
behalf of the Borrower, it being understood that the foregoing authorization is
specifically intended to allow Borrowing Notices and Conversion/Continuation
Notices to be given telephonically. The Borrower agrees to deliver promptly to
the Agent a written confirmation, if such confirmation is requested by the Agent
or any Lender, of each telephonic notice signed by an Authorized Officer. If the
written confirmation differs in any material respect from the action taken by
the Agent and the Lenders, the records of the Agent and the Lenders shall
constitute prima facie evidence of the action requested by Borrower.

         2.16. Interest Payment Dates; Interest and Fee Basis. Interest accrued
on each Floating Rate Advance shall be payable on each Payment Date, commencing
with the first such date to occur after the date hereof, on any date on which
the Floating Rate Advance is prepaid, whether due to acceleration or otherwise,
and at maturity. Interest accrued on that portion of the outstanding principal
amount of any Floating Rate Advance converted into a Eurodollar Advance on a day
other than a Payment Date shall be payable on the date of conversion. Interest
accrued on each Eurodollar Advance shall be payable on the last day of its
applicable Interest Period, on any date on which the Eurodollar Advance is
prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued
on each Eurodollar Advance having an Interest Period longer than three months
shall also be payable on the last day of each three-month interval during such
Interest Period. Interest, facility fees and LC Fees, other than interest based
on the Floating Rate, shall be calculated for actual days elapsed on the basis
of a 360-day year. Interest based on the Floating Rate shall be calculated for
actual days elapsed on the basis of a 365- (or 366-, as the case may be) day
year. Interest shall be payable for the day an Advance is made but not for the
day of any payment on the amount paid if payment is received prior to noon
(local time) at the place of payment. If any payment of principal of or interest
on an Advance shall become due on a day which is not a Business Day, such
payment shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing
interest in connection with such payment.

                                       19
<PAGE>   25
         2.17. Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Borrowing Notice, Conversion/Continuation Notice, and repayment notice received
by it hereunder. The Agent will notify each Lender of the interest rate
applicable to each Eurodollar Advance promptly upon determination of such
interest rate and will give each Lender prompt notice of each change in the
Alternate Base Rate.

         2.18. Lending Installations. Each Lender may book its Loans and its
participation in any LC Obligations and Swing Line Loans and the LC Issuer may
book the Facility LCs at any Lending Installation selected by such Lender or the
LC Issuer, as the case may be, and may change its Lending Installation from time
to time, subject to the limitations of Section 3.6 hereof. All terms of this
Agreement shall apply to any such Lending Installation and the Loans, Facility
LCs, participations in LC Obligations and any Notes issued hereunder shall be
deemed held by each Lender or the LC Issuer, as the case may be, for the benefit
of any such Lending Installation. Each Lender and the LC Issuer may, by written
notice to the Agent and the Borrower in accordance with Article XIII, designate
replacement or additional Lending Installations through which Loans will be made
by it or Facility LCs will be issued by it and for whose account Loan payments
or payments with respect to Facility LCs are to be made.

         2.19. Non-Receipt of Funds by the Agent. Unless the Borrower or a
Lender, as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or the Borrower, as the case may be, has not in fact made such
payment to the Agent, the recipient of such payment shall, on demand by the
Agent, repay to the Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (x) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day for the first three days and,
thereafter, the interest rate applicable to the relevant Loan or (y) in the case
of payment by the Borrower, the interest rate applicable to the relevant Loan.

         2.20. Facility LCs.

                  2.20.1. Issuance. The LC Issuer hereby agrees, on the terms
         and conditions set forth in this Agreement, to issue standby letters of
         credit (each, a "Facility LC") and to renew, extend, increase, decrease
         or otherwise modify each Facility LC ("Modify," and each such action a
         "Modification"), from time to time from and including the date of this
         Agreement and prior to the Facility Termination Date upon the request
         of the Borrower; provided that immediately after each such Facility LC
         is issued or Modified, (i) the aggregate amount of the outstanding LC
         Obligations shall not exceed $10,000,000 and (ii) the Aggregate
         Outstanding Credit Exposure shall not exceed the Aggregate Commitments.
         No Facility LC shall have an expiry date later than the earlier of (x)
         the fifth Business Day prior to the Facility Termination Date and (y)
         one year after its issuance.

                  2.20.2. Participations. Upon the issuance or Modification by
         the LC Issuer of a Facility LC in accordance with this Section 2.20,
         the LC Issuer shall be deemed, without further action by any party
         hereto, to have unconditionally and irrevocably sold to each Lender,
         and each Lender shall be deemed, without further action by any party
         hereto, to have unconditionally and


                                       20
<PAGE>   26
         irrevocably purchased from the LC Issuer, a participation in such
         Facility LC (and each Modification thereof) and the related LC
         Obligations in proportion to its Pro Rata Share.

                  2.20.3. Notice. Subject to Section 2.20.1, the Borrower shall
         give the LC Issuer notice prior to 11:00 a.m. (Chicago time) at least
         two Business Days prior to the proposed date of issuance or
         Modification of each Facility LC, specifying the beneficiary, the
         account party, the proposed date of issuance (or Modification) and the
         expiry date of such Facility LC, and describing the proposed terms of
         such Facility LC and the nature of the transactions proposed to be
         supported thereby. The account party shall be the Borrower or a
         Wholly-Owned Subsidiary, and if the account party is a Wholly-Owned
         Subsidiary the Borrower hereby agrees that it shall be jointly and
         severally, absolutely and unconditionally liable with such Wholly-Owned
         Subsidiary for all reimbursement obligations and all other liabilities
         with respect to such Facility LC and such Wholly-Owned Subsidiary shall
         agree to all applicable terms hereunder and execute such other
         agreements requested by the Agent in connection with any such Facility
         LC. Upon receipt of such notice, the LC Issuer shall promptly notify
         the Agent, and the Agent shall promptly notify each Lender, of the
         contents thereof and of the amount of such Lender's participation in
         such proposed Facility LC. The issuance or Modification by the LC
         Issuer of any Facility LC shall, in addition to the conditions
         precedent set forth in Article IV (the satisfaction of which the LC
         Issuer shall have no duty to ascertain), be subject to the conditions
         precedent that such Facility LC shall be satisfactory to the LC Issuer
         and that the Borrower shall have executed and delivered such
         application agreement and/or such other instruments and agreements
         relating to such Facility LC as the LC Issuer shall have reasonably
         requested (each, a "Facility LC Application"). In the event of any
         conflict between the terms of this Agreement and the terms of any
         Facility LC Application, the terms of this Agreement shall control.

                  2.20.4. LC Fees. The Borrower shall pay to the Agent, for the
         account of the Lenders ratably in accordance with their respective Pro
         Rata Shares, with respect to each Facility LC, a letter of credit fee
         at a per annum rate equal to the Applicable Margin for Eurodollar Loans
         in effect from time to time on the face amount of such Facility LC,
         such fee to be payable in arrears on each Payment Date (each such fee
         described in this sentence an "LC Fee"). The Borrower shall also pay to
         the LC Issuer for its own account (x) at the time of issuance of each
         Facility LC, a fronting fee in an amount to be agreed upon between the
         LC Issuer and the Borrower, and (y) documentary and processing charges
         in connection with the issuance or Modification of and draws under
         Facility LCs in accordance with the LC Issuer's standard schedule for
         such charges as in effect from time to time.

                  2.20.5. Administration; Reimbursement by Lenders. Upon receipt
         from the beneficiary of any Facility LC of any demand for payment under
         such Facility LC, the LC Issuer shall notify the Agent and the Agent
         shall promptly notify the Borrower and each other Lender as to the
         amount to be paid by the LC Issuer as a result of such demand and the
         proposed payment date (the "LC Payment Date"). The responsibility of
         the LC Issuer to the Borrower and each Lender shall be only to
         determine that the documents (including each demand for payment)
         delivered under each Facility LC in connection with such presentment
         shall be in substantial conformity with such Facility LC. The LC Issuer
         shall endeavor to exercise the same care in the issuance and
         administration of the Facility LCs as it does with respect to letters
         of credit in which no participations are granted, it being understood
         that in the absence of any gross negligence or willful misconduct by
         the LC Issuer, each Lender shall be unconditionally and irrevocably
         liable without regard to the occurrence of any Default or any condition
         precedent whatsoever, to reimburse the LC Issuer on demand for (i) such
         Lender's Pro Rata Share of the amount of each payment made by the LC
         Issuer under each Facility LC to the extent such amount is not

                                       21
<PAGE>   27
         reimbursed by the Borrower pursuant to Section 2.20.6 below, plus (ii)
         interest on the foregoing amount to be reimbursed by such Lender, for
         each day from the date of the LC Issuer's demand for such reimbursement
         (or, if such demand is made after 11:00 a.m. (Chicago time) on such
         date, from the next succeeding Business Day) to the date on which such
         Lender pays the amount to be reimbursed by it, at a rate of interest
         per annum equal to the Federal Funds Effective Rate for the first three
         days and, thereafter, at a rate of interest equal to the rate
         applicable to Floating Rate Advances.

                  2.20.6. Reimbursement by Borrower. The Borrower shall be
         irrevocably and unconditionally obligated to reimburse the LC Issuer on
         or before the applicable LC Payment Date for any amounts to be paid by
         the LC Issuer upon any drawing under any Facility LC, without
         presentment, demand, protest or other formalities of any kind; provided
         that neither the Borrower nor any Lender shall hereby be precluded from
         asserting any claim for direct (but not consequential) damages suffered
         by the Borrower or such Lender to the extent, but only to the extent,
         caused by (i) the willful misconduct or gross negligence of the LC
         Issuer in determining whether a request presented under any Facility LC
         issued by it complied with the terms of such Facility LC or (ii) the LC
         Issuer's failure to pay under any Facility LC issued by it after the
         presentation to it of a request strictly complying with the terms and
         conditions of such Facility LC. All such amounts paid by the LC Issuer
         and remaining unpaid by the Borrower shall bear interest, payable on
         demand, for each day until paid at a rate per annum equal to (x) the
         rate applicable to Floating Rate Advances for such day if such day
         falls on or before the applicable LC Payment Date and (y) the sum of 2%
         plus the rate applicable to Floating Rate Advances for such day if such
         day falls after such LC Payment Date. The LC Issuer will pay to each
         Lender ratably in accordance with its Pro Rata Share all amounts
         received by it from the Borrower for application in payment, in whole
         or in part, of the Reimbursement Obligation in respect of any Facility
         LC issued by the LC Issuer, but only to the extent such Lender has made
         payment to the LC Issuer in respect of such Facility LC pursuant to
         Section 2.20.5. Subject to the terms and conditions of this Agreement
         (including without limitation the submission of a Borrowing Notice in
         compliance with Section 2.9 and the satisfaction of the applicable
         conditions precedent set forth in Article IV), the Borrower may request
         an Advance hereunder for the purpose of satisfying any Reimbursement
         Obligation.

                  2.20.7. Obligations Absolute. The Borrower's obligations under
         this Section 2.20 shall be absolute and unconditional under any and all
         circumstances and irrespective of any setoff, counterclaim or defense
         to payment which the Borrower may have or have had against the LC
         Issuer, any Lender or any beneficiary of a Facility LC. The Borrower
         further agrees with the LC Issuer and the Lenders that the LC Issuer
         and the Lenders shall not be responsible for, and the Borrower's
         Reimbursement Obligation in respect of any Facility LC shall not be
         affected by, among other things, the validity or genuineness of
         documents or of any endorsements thereon, even if such documents should
         in fact prove to be in any or all respects invalid, fraudulent or
         forged, or any dispute between or among the Borrower, any of its
         Affiliates, the beneficiary of any Facility LC or any financing
         institution or other party to whom any Facility LC may be transferred
         or any claims or defenses whatsoever of the Borrower or of any of its
         Affiliates against the beneficiary of any Facility LC or any such
         transferee. The LC Issuer shall not be liable for any error, omission,
         interruption or delay in transmission, dispatch or delivery of any
         message or advice, however transmitted, in connection with any Facility
         LC. The Borrower agrees that any action taken or omitted by the LC
         Issuer or any Lender under or in connection with each Facility LC and
         the related drafts and documents, if done without gross negligence or
         willful misconduct, shall be binding upon the Borrower and shall not
         put the LC Issuer or any Lender under any liability to the Borrower.
         Nothing in this Section 2.20.7 is intended to limit

                                       22
<PAGE>   28
         the right of the Borrower to make a claim against the LC Issuer for
         damages as contemplated by the proviso to the first sentence of Section
         2.20.6.

                  2.20.8. Actions of LC Issuer. The LC Issuer shall be entitled
         to rely, and shall be fully protected in relying, upon any Facility LC,
         draft, writing, resolution, notice, consent, certificate, affidavit,
         letter, cablegram, telegram, telecopy, telex or teletype message,
         statement, order or other document believed by it to be genuine and
         correct and to have been signed, sent or made by the proper Person or
         Persons, and upon advice and statements of legal counsel, independent
         accountants and other experts selected by the LC Issuer. The LC Issuer
         shall be fully justified in failing or refusing to take any action
         under this Agreement unless it shall first have received such advice or
         concurrence of the Required Lenders as it reasonably deems appropriate
         or it shall first be indemnified to its reasonable 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.
         Notwithstanding any other provision of this Section 2.20, the LC Issuer
         shall in all cases be fully protected in acting, or in refraining from
         acting, under this Agreement in accordance with a request of the
         Required Lenders, and such request and any action taken or failure to
         act pursuant thereto shall be binding upon the Lenders and any future
         holders of a participation in any Facility LC.

                  2.20.9. Indemnification. The Borrower hereby agrees to
         indemnify and hold harmless each Lender, the LC Issuer and the Agent,
         and their respective directors, officers, agents and employees from and
         against any and all claims and damages, losses, liabilities, costs or
         expenses which such Lender, the LC Issuer or the Agent may incur (or
         which may be claimed against such Lender, the LC Issuer or the Agent by
         any Person whatsoever) by reason of or in connection with the issuance,
         execution and delivery or transfer of or payment or failure to pay
         under any Facility LC or any actual or proposed use of any Facility LC,
         including, without limitation, any claims, damages, losses,
         liabilities, costs or expenses which the LC Issuer may incur by reason
         of or in connection with (i) the failure of any other Lender to fulfill
         or comply with its obligations to the LC Issuer hereunder (but nothing
         herein contained shall affect any rights the Borrower may have against
         any defaulting Lender) or (ii) by reason of or on account of the LC
         Issuer issuing any Facility LC which specifies that the term
         "Beneficiary" included therein includes any successor by operation of
         law of the named Beneficiary, but which Facility LC does not require
         that any drawing by any such successor Beneficiary be accompanied by a
         copy of a legal document, satisfactory to the LC Issuer, evidencing the
         appointment of such successor Beneficiary; provided that the Borrower
         shall not be required to indemnify any Lender, the LC Issuer or the
         Agent for any claims, damages, losses, liabilities, costs or expenses
         to the extent, but only to the extent, caused by (x) the willful
         misconduct or gross negligence of the LC Issuer in determining whether
         a request presented under any Facility LC complied with the terms of
         such Facility LC or (y) the LC Issuer's failure to pay under any
         Facility LC after the presentation to it of a request strictly
         complying with the terms and conditions of such Facility LC. Nothing in
         this Section 2.20.9 is intended to limit the obligations of the
         Borrower under any other provision of this Agreement.

                  2.20.10. Lenders' Indemnification. Each Lender shall, ratably
         in accordance with its Pro Rata Share, indemnify the LC Issuer, its
         affiliates and their respective directors, officers, agents and
         employees (to the extent not reimbursed by the Borrower) against any
         cost, expense (including reasonable counsel fees and disbursements),
         claim, demand, action, loss or liability (except such as result from
         such indemnitees' gross negligence or willful misconduct or the LC
         Issuer's failure to pay under any Facility LC after the presentation to
         it of a request strictly complying with the terms and conditions of the
         Facility LC) that such indemnitees may suffer or

                                       23
<PAGE>   29

         incur in connection with this Section 2.20 or any action taken or
         omitted by such indemnitees hereunder.

                  2.20.11. Facility LC Collateral Account. The Borrower agrees
         that it will, upon the request of the Agent or the Required Lenders
         after a Default has occurred and is continuing and until the final
         expiration date of any Facility LC and thereafter as long as any amount
         is due and owing to the LC Issuer or the Lenders in respect of any
         Facility LC, maintain a special collateral account pursuant to
         arrangements satisfactory to the Agent (the "Facility LC Collateral
         Account") at the Agent's office at the address specified pursuant to
         Article XIII, in the name of the Borrower but under the sole dominion
         and control of the Agent, for the benefit of the Lenders and in which
         the Borrower shall have no interest other than as set forth in Section
         8.1. The Borrower hereby pledges, assigns and grants to the Agent, on
         behalf of and for the ratable benefit of the Lenders and the LC Issuer,
         a security interest in all of the Borrower's right, title and interest
         in and to all funds which may from time to time be on deposit in the
         Facility LC Collateral Account to secure the prompt and complete
         payment and performance of the Obligations, provided that it is
         acknowledged and agreed that no funds may be required to be deposited
         in such Facility LC Collateral Account until after a Default. The Agent
         will invest any funds on deposit from time to time in the Facility LC
         Collateral Account in certificates of deposit of Bank One having a
         maturity not exceeding 30 days. Nothing in this Section 2.20.11 shall
         either obligate the Agent to require the Borrower to deposit any funds
         in the Facility LC Collateral Account until after a Default or limit
         the right of the Agent to release any funds held in the Facility LC
         Collateral Account in each case other than as required by Section 8.1.

                  2.20.12. Rights as a Lender. In its capacity as a Lender, the
         LC Issuer shall have the same rights and obligations as any other
         Lender.

         2.21. Extension of Facility Termination Date. The Borrower may request
a one-year extension of the Facility Termination Date by submitting a request
for an extension to the Agent (an "Extension Request") no more than 90 and no
less than 50 days prior to each anniversary of the closing of this Agreement.
Promptly upon receipt of an Extension Request, the Agent shall notify each
Lender thereof and shall request each Lender to approve the Extension Request.
Each Lender approving the Extension Request shall deliver its written consent no
later than 15 days prior to such anniversary of the closing of this Agreement.
If the consent of each of the Lenders is received by the Agent, the Facility
Termination Date shall be extended by one year from the then existing Facility
Termination Date and the Agent shall promptly notify the Borrower and each
Lender of the new Facility Termination Date.

         2.22. Replacement of Lender. If the Borrower is required pursuant to
Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any
Lender's obligation to make or continue, or to convert Floating Rate Advances
into, Eurodollar Advances shall be suspended pursuant to Section 3.3, or if any
Lender does not approve an Extension Request pursuant to Section 2.21 when
Lenders constituting the Required Lenders are approving such Extension Request
(any Lender so affected an "Affected Lender"), the Borrower may elect, if such
amounts continue to be charged or such suspension is still effective or such
Extension Request continues to be denied, as the case may be, to replace such
Affected Lender as a Lender party to this Agreement, provided that no Default or
Unmatured Default shall have occurred and be continuing at the time of such
replacement, and provided further that, concurrently with such replacement, (i)
another bank or other entity which is reasonably satisfactory to the Borrower
and the Agent shall agree, as of such date, to purchase for cash the Advances
and other Obligations due to the Affected Lender pursuant to an assignment
substantially in the form of Exhibit C and to become a Lender for all purposes
under this Agreement and to assume all obligations of the Affected Lender to be
terminated as of such date and to comply with the requirements of Section 12.3
applicable to

                                       24
<PAGE>   30
assignments, and (ii) the Borrower shall pay to such Affected Lender in same day
funds on the day of such replacement (A) all interest, fees and other amounts
then accrued but unpaid to such Affected Lender by the Borrower hereunder to and
including the date of termination, including without limitation payments due to
such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any,
equal to the payment which would have been due to such Lender on the day of such
replacement under Section 3.4 had the Loans of such Affected Lender been prepaid
on such date rather than sold to the replacement Lender.


                                   ARTICLE III

                             YIELD PROTECTION; TAXES
                             -----------------------


         3.1. Yield Protection. If, on or after the date of this Agreement, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation or the LC Issuer with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency:

         (i)      subjects any Lender or any applicable Lending Installation or
                  the LC Issuer to any Taxes, or changes the basis of taxation
                  of payments (other than with respect to Excluded Taxes) to any
                  Lender or the LC Issuer in respect of its Eurodollar Loans,
                  Facility LCs or participations therein, or

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

         (iii)    imposes any other condition the result of which is to increase
                  the cost to any Lender or any applicable Lending Installation
                  or the LC Issuer of making, funding or maintaining its
                  Eurodollar Loans, or of issuing or participating in Facility
                  LCs, or reduces any amount receivable by any Lender or any
                  applicable Lending Installation or the LC Issuer in connection
                  with its Eurodollar Loans, Facility LCs or participations
                  therein, or requires any Lender or any applicable Lending
                  Installation or LC Issuer to make any payment calculated by
                  reference to the amount of Eurodollar Loans, Facility LCs or
                  participations therein held or interest or LC Fees received by
                  it, by an amount deemed material by such Lender or the LC
                  Issuer as the case may be,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or the LC Issuer, as the case may be, of making
or maintaining its Eurodollar Loans or Commitment or of issuing or participating
in Facility LCs or to reduce the return received by such Lender or applicable
Lending Installation or the LC Issuer, as the case may be, in connection with
such Eurodollar Loans, Commitment or Facility LCs or participations therein,
then, if such Lender, applicable Lending Institution or the LC Issuer makes
demand on the Borrower within 180 days of such occurrence, within 30 days of
demand by such Lender or the LC Issuer, as the case may be, the Borrower shall
pay

                                       25
<PAGE>   31
such Lender or the LC Issuer, as the case may be, such additional amount or
amounts as will compensate such Lender or the LC Issuer, as the case may be, for
such increased cost or reduction in amount received, but without duplication,
including by reason of the provisions of any other Section of this Article III.

         3.2. Changes in Capital Adequacy Regulations. If a Lender or the LC
Issuer determines the amount of capital required or expected to be maintained by
such Lender, or the LC Issuer, any Lending Installation of such Lender or the LC
Issuer or any corporation controlling such Lender or LC Issuer is increased as a
result of a Change and if such Lender or the LC Issuer makes demand on the
Borrowing within 180 days of such Change, then, within 30 days of such demand by
such Lender or the LC Issuer, the Borrower shall pay such Lender or the LC
Issuer the amount necessary to compensate for any shortfall in the rate of
return on the portion of such increased capital which such Lender or the LC
Issuer determines is attributable to this Agreement, its Outstanding Credit
Exposure or its Commitment to make Loans and issue or participate in Facility
LCs or Swing Line Loans, as the case may be, hereunder (after taking into
account such Lender's or the LC Issuer's policies as to capital adequacy).
"Change" means (i) any change after the date of this Agreement in the Risk-Based
Capital Guidelines or (ii) any adoption of or change in any other law,
governmental or quasi-governmental rule, regulation, policy, guideline,
interpretation, or directive (whether or not having the force of law) after the
date of this Agreement which affects the amount of capital required or expected
to be maintained by any Lender or the LC Issuer or any Lending Installation or
any corporation controlling any Lender or the LC Issuer. "Risk-Based Capital
Guidelines" means (i) the risk-based capital guidelines in effect in the United
States on the date of this Agreement, including transition rules, and (ii) the
corresponding capital regulations promulgated by regulatory authorities outside
the United States implementing the July 1988 report of the Basle Committee on
Banking Regulation and Supervisory Practices Entitled "International Convergence
of Capital Measurements and Capital Standards," including transition rules, and
any amendments to such regulations adopted prior to the date of this Agreement.

         3.3. Availability of Types of Advances. If any Lender determines that
maintenance of its Eurodollar Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders determine that (i) deposits
of a type and maturity appropriate to match fund Eurodollar Advances are not
available or (ii) the interest rate applicable to Eurodollar Advances does not
accurately reflect the cost of making or maintaining Eurodollar Advances, then
the Agent shall suspend the availability of Eurodollar Advances and require any
affected Eurodollar Advances which would violate any such applicable law, rule,
regulation, or directive if allowed to remain outstanding to be repaid or
converted to Floating Rate Advances, subject to the payment of any funding
indemnification amounts required by Section 3.4.

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

         3.5. Taxes. (i) All payments by the Borrower to or for the account of
any Lender, the LC Issuer or the Agent hereunder or under any Note or Facility
LC Application shall be made free and clear of and without deduction for any and
all Taxes. If the Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder to any Lender, the LC Issuer or the
Agent, (a) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 3.5) such Lender, the LC Issuer or

                                       26
<PAGE>   32
the Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (b) the Borrower shall make such
deductions, (c) the Borrower shall pay the full amount deducted to the relevant
authority in accordance with applicable law and (d) the Borrower shall furnish
to the Agent the original copy of a receipt evidencing payment thereof within 30
days after such payment is made.

         (ii) In addition, the Borrower hereby agrees to pay any present or
future stamp or documentary taxes and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any Note or Facility LC Application or from the execution or delivery of, or
otherwise with respect to, this Agreement or any Note or Facility LC Application
("Other Taxes").

         (iii) The Borrower hereby agrees to indemnify the Agent, the LC Issuer
and each Lender for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed on amounts payable under this
Section 3.5) paid by the Agent, the LC Issuer or such Lender and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto. Payments due under this indemnification shall be made within 30 days of
the date the Agent, the LC Issuer or such Lender makes demand therefor pursuant
to Section 3.6.

         (iv) Each Lender (which includes a Purchaser when it becomes a Lender)
that is not incorporated under the laws of the United States of America or a
state thereof (each a "Non-U.S. Lender") agrees that it will, not more than ten
Business Days after the date of this Agreement, (i) deliver to each of the
Borrower and the Agent two duly completed copies of United States Internal
Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such
Lender is entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, and (ii) deliver to each
of the Borrower and the Agent a United States Internal Revenue Form W-8 or W-9,
as the case may be, and certify that it is entitled to an exemption from United
States backup withholding tax. Each Non-U.S. Lender further undertakes to
deliver to each of the Borrower and the Agent (x) renewals or additional copies
of such form (or any successor form) on or before the date that such form
expires or becomes obsolete, and (y) after the occurrence of any event requiring
a change in the most recent forms so delivered by it, such additional forms or
amendments thereto as may be reasonably requested by the Borrower or the Agent.
All forms or amendments described in the preceding sentence shall certify that
such Lender is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes, unless an
event (including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form or amendment with
respect to it and such Lender advises the Borrower and the Agent that it is not
capable of receiving payments without any deduction or withholding of United
States federal income tax.

         (v) For any period during which a Non-U.S. Lender has failed to provide
the Borrower with an appropriate form pursuant to clause (iv), above (unless
such failure is due to a change in treaty, law or regulation, or any change in
the interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Non-U.S. Lender shall not be entitled to indemnification under
this Section 3.5 with respect to Taxes imposed by the United States; provided
that, should a Non-U.S. Lender which is otherwise exempt from or subject to a
reduced rate of withholding tax become subject to Taxes because of its failure
to deliver a form required under clause (iv), above, the Borrower shall take
such steps as such Non-U.S. Lender shall reasonably request to assist such
Non-U.S. Lender to recover such Taxes.

                                       27
<PAGE>   33
         (vi) Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Borrower (with a copy to the Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at
a reduced rate.

         (vii) If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the appropriate form
was not delivered or properly completed, because such Lender failed to notify
the Agent of a change in circumstances which rendered its exemption from
withholding ineffective, or for any other reason), such Lender shall indemnify
the Agent and the Borrower fully for all amounts paid, directly or indirectly,
by the Agent as tax, withholding therefor, or otherwise, including penalties and
interest, and including taxes imposed by any jurisdiction on amounts payable to
the Agent under this subsection, together with all costs and expenses related
thereto (including attorneys fees and time charges of attorneys for the Agent,
which attorneys may be employees of the Agent). The obligations of the Lenders
under this Section 3.5(vii) shall survive the payment of the Obligations and
termination of this Agreement.

         3.6. Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurodollar Loans to reduce any liability of the Borrower to such
Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurodollar Advances under Section 3.3, so long as such designation is not, in
the judgment of such Lender, disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender to the Borrower (with a copy to the
Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such
written statement shall set forth in reasonable detail the calculations upon
which such Lender determined such amount and shall be final, conclusive and
binding on the Borrower in the absence of manifest error. Determination of
amounts payable under such Sections in connection with a Eurodollar Loan shall
be calculated as though each Lender funded its Eurodollar Loan through the
purchase of a deposit of the type and maturity corresponding to the deposit used
as a reference in determining the Eurodollar Rate applicable to such Loan,
whether in fact that is the case or not. Unless otherwise provided herein, the
amount specified in the written statement of any Lender shall be payable on
demand after receipt by the Borrower of such written statement. The obligations
of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of
the Obligations and termination of this Agreement.


                                   ARTICLE IV

                              CONDITIONS PRECEDENT
                              --------------------


         4.1. Initial Credit Extension. The Lenders shall not be required to
make the initial Credit Extension hereunder unless the Borrower has furnished to
the Agent with sufficient copies for the Lenders:

         (i)      Copies of the articles or certificate of incorporation of the
                  Borrower and each Guarantor, together with all amendments, and
                  a certificate of good standing, each certified by the
                  appropriate governmental officer in its jurisdiction of
                  incorporation.

                                       28
<PAGE>   34
         (ii)     Copies, certified by the Secretary or Assistant Secretary of
                  the Borrower and each Guarantor, of its respective by-laws or
                  regulations, as appropriate, and of its Board of Directors'
                  resolutions and of resolutions or actions of any other body
                  authorizing the execution of the Loan Documents to which the
                  Borrower or such Guarantor is a party.

         (iii)    An incumbency certificate, executed by the Secretary or
                  Assistant Secretary of the Borrower and each Guarantor, which
                  shall identify by name and title and bear the signatures of
                  the Authorized Officers and any other officers of the Borrower
                  or such Guarantor, as the case may be, authorized to sign the
                  Loan Documents to which the Borrower or such Guarantor is a
                  party, upon which certificate the Agent and the Lenders shall
                  be entitled to rely until informed of any change in writing by
                  the Borrower or such Guarantor, as the case may be.

         (iv)     A certificate, signed by the chief financial officer of the
                  Borrower, stating that on the initial Credit Extension Date no
                  Default or Unmatured Default has occurred and is continuing.

         (v)      A written opinion of the Borrower's and Guarantors' in-house
                  counsel, addressed to the Lenders in substantially the form of
                  Exhibit A.

         (vi)     Any Notes requested by a Lender pursuant to Section 2.14
                  payable to the order of each such requesting Lender.

         (vii)    The Guaranty executed by all Guarantors.

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

         (ix)     If the initial Credit Extension will be the issuance of a
                  Facility LC, a properly completed Facility LC Application.

         (x)      Such other documents as the Agent or its counsel may have
                  reasonably requested.

         4.2. Each Credit Extension. The Lenders shall not (except as otherwise
set forth in Section 2.5.4. with respect to Revolving Loans for the purpose of
repaying Swing Line Loans) be required to make any Credit Extension unless on
the applicable Credit Extension Date:

         (i)      There exists no Default or Unmatured Default.

         (ii)     The representations and warranties contained in Article V are
                  true and correct as of such Credit Extension Date except to
                  the extent any such representation or warranty is stated to
                  relate solely to an earlier date, in which case such
                  representation or warranty shall have been true and correct on
                  and as of such earlier date.

         (iii)    All legal matters incident to the making of such Credit
                  Extension shall be satisfactory to the Agent and its counsel.

                                       29
<PAGE>   35
         Each Borrowing Notice or Swing Line Borrowing Notice, as the case may
be, with respect to each such Credit Extension shall constitute a representation
and warranty by the Borrower that the conditions contained in Sections 4.2(i)
and (ii) have been satisfied.


                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------


         The Borrower represents and warrants to the Lenders that:

         5.1. Existence and Standing. Each of the Borrower and its Subsidiaries
is a corporation, partnership (in the case of Subsidiaries only), limited
liability company or similar entity duly and properly incorporated or organized,
as the case may be, validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization and has all requisite authority to
conduct its business in each jurisdiction in which its business is conducted and
where the failure to have such authority would not have a Material Adverse
Effect.

         5.2. Authorization and Validity. The Borrower has the power and
authority and legal right to execute and deliver the Loan Documents to which it
is a party and to perform its obligations thereunder. The execution and delivery
by the Borrower of the Loan Documents to which it is a party and the performance
of its obligations thereunder have been duly authorized by proper corporate (to
the extent such concept applies to such entity) proceedings, and the Loan
Documents to which the Borrower is a party constitute legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance with
their terms, except as enforceability may be limited by bankruptcy, insolvency
or similar laws affecting the enforcement of creditors' rights generally and by
equitable principles (regardless of whether enforcement is sought in equity or
at law).

         5.3. No Conflict; Government Consent. Neither the execution and
delivery by the Borrower of the Loan Documents to which it is a party, nor the
consummation of the transactions therein contemplated, nor compliance with the
provisions thereof will violate (i) any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Borrower or any of its
Subsidiaries or (ii) the Borrower's or any Subsidiary's articles or certificate
of incorporation, partnership agreement, certificate of partnership, articles or
certificate of organization, by-laws, or operating or other management
agreement, as the case may be, or (iii) the provisions of any indenture,
instrument or other material agreement to which the Borrower or any of its
Subsidiaries is a party or is subject, or by which it, or its Property, is
bound, or conflict with or constitute a default thereunder, or result in, or
require, the creation or imposition of any Lien in, of or on the Property of the
Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument
or other material agreement. No order, consent, adjudication, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, or other action in respect of any governmental or public body or
authority, or any subdivision thereof, which has not been obtained by the
Borrower or any of its Subsidiaries, is required to be obtained by the Borrower
or any of its Subsidiaries in connection with the execution and delivery of the
Loan Documents, the borrowings under this Agreement, the payment and performance
by the Borrower of the Obligations or the legality, validity, binding effect or
enforceability of any of the Loan Documents.

         5.4. Financial Statements. The June 30, 2000 and September 30, 2000
consolidated financial statements of the Borrower and its Subsidiaries
heretofore delivered to the Lenders were prepared in

                                       30
<PAGE>   36
accordance with generally accepted accounting principles in effect on the date
such statements were prepared and fairly present the consolidated financial
condition and operations of the Borrower and its Subsidiaries at such date and
the consolidated results of their operations for the period then ended.

         5.5. Material Adverse Change. Since June 30, 2000 there has been no
change in the business, Property, condition (financial or otherwise) or results
of operations of the Borrower and its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect.

         5.6. Taxes. The Borrower and its Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Borrower or any of its Subsidiaries, except such
taxes, if any, (i) as are being contested in good faith and as to which adequate
reserves have been provided in accordance with Agreement Accounting Principles
or (ii) as to which the aggregate amount of potential tax liability is not
material to the Borrower and its subsidiaries taken as a whole. The United
States income tax returns of the Borrower and its Subsidiaries have been audited
by the Internal Revenue Service through the fiscal year ended December 31, 1995.
No tax liens have been filed and no claims are being asserted with respect to
any such taxes. The charges, accruals and reserves on the books of the Borrower
and its Subsidiaries in respect of any taxes or other governmental charges are
adequate.

         5.7. Litigation and Contingent Obligations. There is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting the
Borrower or any of its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect or which seeks to prevent, enjoin or delay the making of
any Credit Extensions. Other than any liability incident to any litigation,
arbitration or proceeding which could not reasonably be expected to have a
Material Adverse Effect, the Borrower has no material contingent obligations not
provided for or disclosed in the financial statements referred to in Section
5.4.

         5.8. Subsidiaries. Schedule 1 contains an accurate list of all
Subsidiaries of the Borrower as of the date of this Agreement, setting forth
their respective jurisdictions of organization and the percentage of their
respective Capital Stock owned by the Borrower or other Subsidiaries. All of the
issued and outstanding shares of Capital Stock of such Subsidiaries have been
(to the extent such concepts are relevant with respect to such ownership
interests) duly authorized and issued and are fully paid and non-assessable.

         5.9. ERISA. The Unfunded Liabilities of all Single Employer Plans do
not in the aggregate exceed $15,000,000. Neither the Borrower nor any other
member of the Controlled Group has incurred, or is reasonably expected to incur,
any withdrawal liability to Multiemployer Plans in excess of $15,000,000 in the
aggregate. Each Plan complies in all material respects with all applicable
requirements of law and regulations, no Reportable Event has occurred with
respect to any Plan, neither the Borrower nor any other member of the Controlled
Group has withdrawn from any Plan or initiated steps to do so, and no steps have
been taken to reorganize or terminate any Plan.

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

         5.11. Regulations T, U and X. Margin Stock constitutes less than 25% of
the value of those assets of the Borrower and its Subsidiaries which are subject
to any limitation on sale, pledge, or other restriction hereunder.

                                       31
<PAGE>   37
         5.12. Material Agreements. Neither the Borrower nor any Subsidiary is a
party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (i) any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect or (ii) any
agreement or instrument evidencing or governing Indebtedness in an outstanding
amount equal to or exceeding $15,000,000 in the aggregate.

         5.13. Compliance With Laws. The Borrower and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property except for any failure
to comply with any of the foregoing which could not reasonably be expected to
have a Material Adverse Effect.

         5.14. Ownership of Properties. On the date of this Agreement, the
Borrower and its Subsidiaries will have good title, free of all Liens other than
those permitted by Section 6.14, to all of the Property and assets reflected in
the Borrower's most recent consolidated financial statements provided to the
Agent as owned by the Borrower and its Subsidiaries.

         5.15. Plan Assets; Prohibited Transactions. The Borrower is not an
entity deemed to hold "plan assets" within the meaning of 29 C.F.R. ss.
2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA)
which is subject to Title I of ERISA or any plan (within the meaning of Section
4975 of the Code), and neither the execution of this Agreement nor the making of
Credit Extensions hereunder gives rise to a prohibited transaction within the
meaning of Section 406 of ERISA or Section 4975 of the Code.

         5.16. Environmental Matters. In the ordinary course of its business,
the officers of the Borrower consider the effect of Environmental Laws on the
business of the Borrower and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Borrower
due to Environmental Laws. On the basis of this consideration, the Borrower has
concluded that Environmental Laws cannot reasonably be expected to have a
Material Adverse Effect. Neither the Borrower nor any Subsidiary has received
any notice to the effect that its operations are not in material compliance with
any of the requirements of applicable Environmental Laws or are the subject of
any federal or state investigation evaluating whether any remedial action is
needed to respond to a release of any toxic or hazardous waste or substance into
the environment, which non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect.

         5.17. Investment Company Act. Neither the Borrower nor any Subsidiary
is an "investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

         5.18. Public Utility Holding Company Act. Neither the Borrower nor any
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

                                       32
<PAGE>   38
                                   ARTICLE VI

                                    COVENANTS
                                    ---------


         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         6.1. Financial Reporting. The Borrower will maintain, for itself and
each Subsidiary, a system of accounting established and administered in
accordance with generally accepted accounting principles, and furnish to the
Lenders:

         (i)      Within 90 days after the close of each of its fiscal years,
                  copies of the report filed by the Borrower with the SEC on
                  Form 10-K in respect of such fiscal year or, if the Borrower
                  is not required to file such a report in respect of such
                  fiscal year, the consolidated balance sheet and related
                  consolidated statements of income and cash flows of the
                  Borrower and its Subsidiaries, as of the close of such fiscal
                  year, all audited by independent accountants of recognized
                  national standing and accompanied by an opinion of such
                  accountants to the effect that such consolidated financial
                  statements fairly present the financial position, results of
                  operations, cash flows and changes in stockholders' equity of
                  the Borrower and its Subsidiaries, in accordance with
                  Agreement Accounting Principles;

         (ii)     Within 45 days after the close of the first three quarterly
                  periods of each of its fiscal years, (a) copies of the report
                  filed by the Borrower with the SEC on Form 10-Q in respect of
                  such fiscal quarter or (b) if the Borrower is not required to
                  file such a report in respect of such fiscal quarter, the
                  consolidated balance sheet and related consolidated statements
                  of income and cash flows of the Borrower and its Subsidiaries,
                  as of the close of such fiscal quarter and for the period from
                  the beginning of such fiscal year to the end of such quarter,
                  all certified by the Borrower's chief financial officer;

         (iii)    Together with the financial statements required under Sections
                  6.1(i) and (ii), a compliance certificate in substantially the
                  form of Exhibit B signed by its chief financial officer
                  showing the calculations necessary to determine compliance
                  with this Agreement and stating that no Default or Unmatured
                  Default exists, or if any Default or Unmatured Default exists,
                  stating the nature and status thereof;

         (iv)     As soon as possible and in any event within 30 days after the
                  Borrower knows that any Reportable Event has occurred with
                  respect to any Plan, a statement, signed by the chief
                  financial officer of the Borrower, describing said Reportable
                  Event and the action which the Borrower proposes to take with
                  respect thereto;

         (v)      As soon as possible and in any event within 30 days after
                  receipt by the Borrower, a copy of (a) any notice or claim to
                  the effect that the Borrower or any of its Subsidiaries is or
                  may be liable to any Person as a result of the release by the
                  Borrower, any of its Subsidiaries, or any other Person of any
                  toxic or hazardous waste or substance into the environment,
                  and (b) any notice alleging any violation of any federal,
                  state or local environmental, health or safety law or
                  regulation by the Borrower or any of its Subsidiaries, which,
                  in the case of either of the foregoing clauses (a) or (b),
                  could reasonably be expected to have a Material Adverse
                  Effect;

                                       33
<PAGE>   39
         (vi)     Promptly upon the furnishing thereof to the shareholders of
                  the Borrower, copies of all financial statements, reports and
                  proxy statements so furnished;

         (vii)    Promptly upon the filing thereof, copies of all registration
                  statements and annual, quarterly, monthly or other regular
                  reports which the Borrower or any of its Subsidiaries files
                  with the SEC; and

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

         6.2. Use of Proceeds. The Borrower will, and will cause each Subsidiary
to, use the proceeds of the Credit Extensions for general corporate purposes,
including Acquisitions. The Borrower will not, nor will it permit any Subsidiary
to, use any of the proceeds of the Advances to purchase or carry any Margin
Stock.

         6.3. Notice of Default. The Borrower will, and will cause each
Subsidiary to, give prompt notice in writing to the Lenders of the occurrence of
any Default or Unmatured Default and of any other development, financial or
otherwise, which could reasonably be expected to have a Material Adverse Effect.

         6.4. Conduct of Business. Other than as permitted under Section 6.11,
the Borrower will, and will cause each Subsidiary to, carry on and conduct its
business in substantially the same manner and in substantially the same fields
of enterprise as it is presently conducted and do all things necessary to remain
duly incorporated or organized, validly existing and (to the extent such concept
applies to such entity) in good standing as a domestic corporation, partnership
or limited liability company in its jurisdiction of incorporation or
organization, as the case may be, and maintain all requisite authority to
conduct its business in each jurisdiction in which its business is conducted and
where the failure to maintain such authority does not have a Material Adverse
Effect.

         6.5. Taxes. The Borrower will, and will cause each Subsidiary to,
timely file complete and correct United States federal and applicable foreign,
state and local tax returns required by law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits
or Property, except those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been set aside in
accordance with Agreement Accounting Principles or as to which the amount of
potential tax liability is not material to the Borrower and its Subsidiaries
taken as a whole.

         6.6. Insurance. The Borrower will, and will cause each Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts and covering such risks as is consistent with
sound business practice, and the Borrower will furnish to any Lender upon
reasonable request full information as to the insurance carried.

         6.7. Compliance with Laws. The Borrower will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject including,
without limitation, all Environmental Laws, the non-compliance with which would
have a Material Adverse Effect .

         6.8. Maintenance of Properties. The Borrower will, and will cause each
Subsidiary to, do all things necessary to maintain, preserve, protect and keep
its Property in good repair, working order and

                                       34
<PAGE>   40
condition, ordinary wear and tear excepted and excluding assets which are not
material in the aggregate and are obsolete or otherwise no longer useful in the
business of the Borrower or any of its Subsidiaries, and make all necessary and
proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times.

         6.9. Inspection. The Borrower will, and will cause each Subsidiary to,
permit the Agent and the Lenders, by their respective representatives and
agents, to inspect any of the Property, books and financial records of the
Borrower and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Borrower and each Subsidiary, and to
discuss the affairs, finances and accounts of the Borrower and each Subsidiary
with, and to be advised as to the same by, their respective officers at such
reasonable times and intervals during normal business hours as the Agent or any
Lender may designate.

         6.10. Guaranties. As soon as reasonably practical, the Borrower shall
cause to be executed and delivered to the Lenders and the Agent from time to
time Guaranties of its present and future Subsidiaries such that, at all times,
all Subsidiaries which are not Guarantors do not, if considered in the aggregate
as a single Subsidiary, constitute a Significant Subsidiary. In connection with
the delivery of each such Guaranty, the Borrower will also deliver or caused to
be delivered to the Agent such resolutions and related corporate documents and
opinions of counsel reasonably requested by the Agent in connection therewith.

         6.11. Merger. The Borrower will not, nor will it permit any Subsidiary
to, merge or consolidate with or into any other Person, except that (i) a
Subsidiary may merge into the Borrower (provided the Borrower is the surviving
corporation) or a Wholly-Owned Subsidiary, provided that the surviving entity
shall assume all obligations of such Subsidiary under the Loan Documents, and
(ii) any Subsidiary may merge into the Person acquired so long as (a) the
resulting Person shall be a Subsidiary and assumes all of the obligations of the
Subsidiary existing pre-merger under the Loan Documents and executes such
further Loan Documents as may be required hereunder and (b) immediately before
and immediately after giving effect to such merger or consolidation, no Default
or Unmatured Default shall have occurred and be continuing.

         6.12. Sale of Assets. The Borrower will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of its Property to any other
Person, except:

         (i)      Sales of inventory in the ordinary course of business and the
                  sale of assets not material in amount in the aggregate and
                  which are obsolete and no longer useful in the business of the
                  Borrower or any of its Subsidiaries;

         (ii)     Sales or other dispositions in the ordinary course of business
                  of fixed assets for the purpose of replacing such fixed
                  assets, provided that any such fixed asset is replaced within
                  180 days of such sale or other disposition with other fixed
                  assets which have a fair market value not materially less than
                  the fixed assets sold or otherwise disposed of and provided
                  that the aggregate amount sold or otherwise disposed under
                  this Section 6.12(ii) does not exceed a Substantial Portion;

         (iii)    The transfer of any assets from a Subsidiary to the Borrower
                  or a Guarantor;

         (iv)     Leases, sales or other dispositions of its Property that,
                  together with all other Property of the Borrower and its
                  Subsidiaries previously leased, sold or disposed of (other
                  than

                                       35
<PAGE>   41

                  inventory in the ordinary course of business) as permitted by
                  this Section 6.12(iv) during the twelve-month period ending
                  with the month in which any such lease, sale or other
                  disposition occurs, do not constitute a Substantial Portion of
                  the Property of the Borrower and its Subsidiaries; and

         (v)      Any sale or other transfer of an interest in accounts or notes
                  receivable pursuant to a securitization on a limited recourse
                  basis acceptable to the Agent, provided that (a) such sale or
                  other transfer qualifies as a sale under Agreement Accounting
                  Principles, and (b) the aggregate outstanding amount of the
                  financing (as determined by the Agent) in connection therewith
                  does not exceed $100,000,000 at any one time outstanding (each
                  such transaction, a "Permitted Securitization Transaction").

         6.13. Investments and Acquisitions. The Borrower will not, nor will it
permit any Subsidiary to, make or suffer to exist any Investments, or
commitments therefor, or to become or remain a partner in any partnership or
joint venture, or to make any Acquisition of any Person, except:

         (i)      Cash Equivalent Investments;

         (ii)     (a) Existing Investments in Subsidiaries and other Investments
                  in existence on the date hereof and described in Schedule 1,
                  (b) Investments (not including any permitted sale or other
                  transfer of an interest in accounts or notes receivable) in a
                  Securitization Entity in connection with Permitted
                  Securitization Transactions and in an aggregate outstanding
                  amount not to exceed 10% of the aggregate amount of all
                  Permitted Securitization Transactions and (c) additional
                  Investments in Subsidiaries which are not for the purpose of
                  making or consummating an Acquisition;

         (iii)    Other Investments and Acquisitions by the Borrower and its
                  Subsidiaries, provided that (a) immediately before and after
                  giving effect to such Investment or Acquisition, no Default or
                  Unmatured Default shall exist or shall have occurred and be
                  continuing and the representations and warranties contained in
                  Article V and in the other Loan Documents shall be true and
                  correct on and as of the date thereof (both before and after
                  such Investment or Acquisition is consummated) as if made on
                  the date such Investment or Acquisition is consummated, (b)
                  the target of such Investment or Acquisition is in
                  substantially the same line of business or a similar or
                  related line of business as the Borrower or the Guarantors,
                  (c) the Board of Directors and the management of the target of
                  such Investment or Acquisition has approved such Investment or
                  Acquisition if such board approval is otherwise necessary, and
                  (d) the consideration paid or payable or otherwise advanced in
                  connection with all Investments and Acquisitions permitted by
                  this Section 6.13(iii), including without limitation any
                  Indebtedness assumed in connection therewith or Contingent
                  Liabilities incurred in connection therewith, shall not exceed
                  $75,000,000 in any single or series of related Investments or
                  Acquisitions or $200,000,000 in the aggregate for all
                  Investments and Acquisitions made in any consecutive rolling
                  three year period, provided that the first day of the first
                  such rolling three year period shall be the date of this
                  Agreement; and

         (iv)     Additional Investments (other than Acquisitions) provided that
                  at any time the aggregate amount of all such outstanding
                  additional Investments shall not exceed 15% of Consolidated
                  Tangible Net Worth.

                                       36
<PAGE>   42
         6.14. Liens. The Borrower will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on the Property of the
Borrower or any of its Subsidiaries, except:

         (i)      Liens for taxes, assessments or governmental charges or levies
                  on its Property if the same shall not at the time be
                  delinquent or thereafter can be paid without penalty, or are
                  being contested in good faith and by appropriate proceedings
                  and for which adequate reserves in accordance with Agreement
                  Accounting Principles shall have been set aside on its books;

         (ii)     Landlord Liens (whether imposed by law or created by the terms
                  of the lease and allowed by law, provided that only unpaid
                  rent is covered thereby and it is limited to fixed assets at
                  the leased location) and statutory Liens imposed by law, such
                  as bankers', carriers', warehousemen's, mechanics', vendor's,
                  materialmen's, repairmen's liens and other similar liens
                  arising in the ordinary course of business which secure
                  payment of obligations not more than 60 days past due or which
                  are being contested in good faith by appropriate proceedings
                  and for which adequate reserves shall have been set aside on
                  its books;

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

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

         (v)      Liens existing on the date hereof, provided that the Borrower
                  represents and acknowledges that the aggregate amount secured
                  by such existing Liens does not exceed $10,000,000 and agrees
                  that no increase in the principal amount secured by any such
                  existing Liens is permitted;

         (vi)     Liens incurred in connection with any transfer of an interest
                  in accounts or notes receivable which is permitted pursuant to
                  Section 6.12(v) and which are required to consummate such
                  Permitted Securitization Transaction;

         (vii)    Liens arising out of deposits to secure the performance of
                  bids, trade contracts (other than contracts for the payment of
                  money), leases, licenses, franchises, statutory obligations,
                  surety and appeal bonds, performance bonds and other
                  obligations of a like nature incurred in the ordinary course
                  of business in an aggregate amount not to exceed $10,000,000
                  at any time;

         (viii)   Liens arising with respect to rights of lessees or sublessees
                  under Operating Leases in assets leased by the Borrower or any
                  Subsidiary under an Operating Lease;

         (ix)     Liens securing other obligations and liabilities and not
                  otherwise permitted by the foregoing provisions of this
                  Section 6.14, provided that the aggregate outstanding amount
                  of all obligations and liabilities secured by all such Liens
                  in this clause 6.14(ix) shall not at any time exceed 10% of
                  Consolidated Tangible Net Worth; and

                                       37
<PAGE>   43
         (x)      Any extension, renewal or replacement (or successive
                  extension, renewal, or replacement) in whole or in part, of
                  any Lien referred to in the foregoing clauses (i) through (x)
                  inclusive; provided, however, that the principal amount of
                  Indebtedness secured thereby shall not exceed the principal
                  amount of Indebtedness so secured at the time of such
                  extension, renewal or replacement, and that such extension,
                  renewal or replacement shall be limited to all or a part of
                  the property which secured the Lien so extended, renewed or
                  replaced.


         6.15. Affiliates. The Borrower will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate (other than a Subsidiary) except in the ordinary
course of business 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 the Borrower or such
Subsidiary would obtain in a comparable arms-length transaction and except for
those transactions which, individually or in the aggregate, are not material to
the Borrower and its Subsidiaries taken as a whole, provided that the Borrower
may redeem its Capital Stock owned by Affiliates if (i) such transaction is upon
fair and reasonable terms no less favorable to the Borrower or such Subsidiary
than the Borrower or such Subsidiary would obtain in a comparable arms-length
transaction, (ii) no Default or Unmatured Default exists or would be caused
thereby, and (iii) such transaction is approved by the Board of Directors,
including a majority of the disinterested members of the Board of Directors.

         6.16. Financial Contracts. The Borrower will not, nor will it permit
any Subsidiary to, enter into or remain liable upon any Financial Contract for
purposes of financial speculation.

         6.17.    Financial Covenants.

                  6.17.1. Interest Coverage Ratio. The Borrower will not permit
         the ratio, determined as of the end of each of its fiscal quarters for
         the then most-recently ended four fiscal quarters, of (i) Consolidated
         EBIT, to (ii) Consolidated Interest Expense, all calculated for the
         Borrower and its Subsidiaries on a consolidated basis, to be less than
         3.0 to 1.0 as of the end of any fiscal quarter.

                  6.17.2. Debt to Capitalization Ratio. The Borrower will not
         permit the Debt to Capitalization Ratio to be greater than 0.5 to 1.0
         at any time.


                                   ARTICLE VII

                                    DEFAULTS
                                    --------


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

          7.1. Any representation or warranty made or deemed made by or on
behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent
under or in connection with this Agreement, any Credit Extension, or any
certificate or information delivered in connection with this Agreement or any
other Loan Document shall be materially false on the date as of which made.

          7.2. Nonpayment of principal of any Loan within two Business Days
after the same becomes due, nonpayment of any Reimbursement Obligation within
one Business Day after the same becomes

                                       38
<PAGE>   44
due, or nonpayment of interest upon any Loan or of any facility fee, utilization
fees, LC Fee or other obligations under any of the Loan Documents within five
Business Days after the same becomes due.

          7.3. The breach by the Borrower of any of the terms or provisions of
Section 6.2, 6.3, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16 or 6.17.

          7.4. The breach by the Borrower (other than a breach which constitutes
a Default under another Section of this Article VII) or any Guarantor of any of
the terms or provisions of this Agreement or any other Loan Document which is
not remedied within 30 days after written notice from the Agent or any Lender.

          7.5. Failure of the Borrower or any of its Subsidiaries to pay when
due any Indebtedness or Rate Management Obligation aggregating in excess of
$15,000,000 ("Material Indebtedness"); or the default by the Borrower or any of
its Subsidiaries in the performance (beyond the applicable grace period with
respect thereto, if any) of any term, provision or condition contained in any
agreement under which any such Material Indebtedness was created or is governed,
or any other event shall occur or condition exist, the effect of which default
or event is to cause, or to permit the holder or holders of such Material
Indebtedness to cause, such Material Indebtedness to become due prior to its
stated maturity; or any Material Indebtedness of the Borrower or any of its
Subsidiaries shall be declared to be due and payable or required to be prepaid
or repurchased (other than by a regularly scheduled payment) prior to the stated
maturity thereof; or the Borrower or any of its Subsidiaries shall not pay, or
admit in writing its inability to pay, its debts generally as they become due.

          7.6. The Borrower or any Guarantor shall (i) have an order for relief
entered with respect to it under the Federal bankruptcy laws as now or hereafter
in effect, (ii) make an assignment for the benefit of creditors, (iii) apply
for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any
Substantial Portion of its Property, (iv) institute any proceeding seeking an
order for relief under the Federal bankruptcy laws as now or hereafter in effect
or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it, (v)
take any corporate or partnership action to authorize or effect any of the
foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good
faith any appointment or proceeding described in Section 7.7.

          7.7. Without the application, approval or consent of the Borrower or
any Guarantor, a receiver, trustee, examiner, liquidator or similar official
shall be appointed for the Borrower or Guarantor or any Substantial Portion of
its Property, or a proceeding described in Section 7.6(iv) shall be instituted
against the Borrower or any of its Subsidiaries and such appointment continues
undischarged or such proceeding continues undismissed or unstayed for a period
of 60 consecutive days.

          7.8. Any court, government or governmental agency shall condemn, seize
or otherwise appropriate, or take custody or control of, all or any portion of
the Property of the Borrower and its Subsidiaries which, when taken together
with all other Property of the Borrower and its Subsidiaries so condemned,
seized, appropriated, or taken custody or control of, during the twelve-month
period ending with the month in which any such action occurs, constitutes a
Substantial Portion.

          7.9. The Borrower or any of its Subsidiaries shall fail within 30 days
to pay, bond or otherwise discharge one or more (i) judgments or orders for the
payment of money in excess of $15,000,000 (or the equivalent thereof in
currencies other than Dollars) in the aggregate, or (ii)

                                       39
<PAGE>   45
nonmonetary judgments or orders which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect, which judgment(s), in
any such case, is/are not stayed on appeal or otherwise being appropriately
contested in good faith.

         7.10. The Unfunded Liabilities of all Single Employer Plans shall
exceed in the aggregate $15,000,000 or any Reportable Event shall occur in
connection with any Plan.

         7.11. The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that it has incurred
withdrawal liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans by
the Borrower or any other member of the Controlled Group as withdrawal liability
(determined as of the date of such notification), exceeds $15,000,000.

         7.12. The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if as a result of such reorganization or
termination the aggregate annual contributions of the Borrower and the other
members of the Controlled Group (taken as a whole) to all Multiemployer Plans
which are then in reorganization or being terminated have been or will be
increased over the amounts contributed to such Multiemployer Plans for the
respective plan years of each such Multiemployer Plan immediately preceding the
plan year in which the reorganization or termination occurs by an amount
exceeding $15,000,000.

         7.13. The Borrower or any of its Subsidiaries shall (i) be the subject
of any proceeding or investigation pertaining to the release by the Borrower,
any of its Subsidiaries or any other Person of any toxic or hazardous waste or
substance into the environment, or (ii) violate any Environmental Law, which, in
the case of an event described in clause (i) or clause (ii), could reasonably be
expected to have a Material Adverse Effect.

         7.14. Any Change in Control shall occur.

         7.15. The occurrence of any "default", as defined in any Loan Document
(other than this Agreement) or the breach of any of the terms or provisions of
any Loan Document (other than this Agreement), which default or breach continues
beyond any period of grace therein provided.

         7.16. Any Guaranty shall fail to remain in full force or effect or any
action shall be taken to discontinue or to assert the invalidity or
unenforceability of any Guaranty, or any Guarantor shall fail to comply with any
of the terms or provisions of any Guaranty to which it is a party, or any
Guarantor shall deny that it has any further liability under any Guaranty to
which it is a party, or shall give notice to such effect.

         7.17. The representations and warranties set forth in Section 5.15
("Plan Assets; Prohibited Transactions") shall at any time not be true and
correct.

                                       40
<PAGE>   46
                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
                 ----------------------------------------------


         8.1. Acceleration; Facility LC Collateral Account . (i) If any Default
described in Section 7.6 or 7.7 occurs with respect to the Borrower, the
obligations of the Lenders to make Loans hereunder and the obligation and power
of the LC Issuer to issue Facility LCs shall automatically terminate and the
Obligations shall immediately become due and payable without any election or
action on the part of the Agent, the LC Issuer or any Lender and the Borrower
will be and become thereby unconditionally obligated, without any further
notice, act or demand, to pay to the Agent an amount in immediately available
funds, which funds shall be held in the Facility LC Collateral Account, equal to
the difference of (x) the amount of LC Obligations at such time, less (y) the
amount on deposit in the Facility LC Collateral Account at such time which is
free and clear of all rights and claims of third parties and has not been
applied against the Obligations (such difference, the "Collateral Shortfall
Amount"). If any other Default occurs, the Agent, with the consent of or at the
request of the Required Lenders (a) may terminate or suspend the obligations of
the Lenders to make Loans hereunder and the obligation and power of the LC
Issuer to issue Facility LCs, or declare the Obligations to be due and payable,
or both, whereupon the Obligations shall become immediately due and payable,
without presentment, demand, protest or notice of any kind, all of which the
Borrower hereby expressly waives, and (b) upon notice to the Borrower and in
addition to the continuing right to demand payment of all amounts payable under
this Agreement, make demand on the Borrower to pay, and the Borrower will,
forthwith upon such demand and without any further notice or act, pay to the
Agent the Collateral Shortfall Amount, which funds shall be deposited in the
Facility LC Collateral Account. Notwithstanding any provision to the contrary,
it is understood that, other than with respect to a Default described in Section
7.6 of 7.7, (1) no Lender has the right to individually terminate its
obligations to make Loans hereunder (such right of termination residing with the
Agent as provided above), and (2) no Lender has the right to declare its Loans
due and payable prior to maturity (such right to declare the Loans due and
payable residing with the Agent as provided above).

         (ii) If at any time while any Default is continuing, the Agent
determines that the Collateral Shortfall Amount at such time is greater than
zero, the Agent may make demand on the Borrower to pay, and the Borrower will,
forthwith upon such demand and without any further notice or act, pay to the
Agent the Collateral Shortfall Amount, which funds shall be deposited in the
Facility LC Collateral Account.

         (iii) The Agent may at any time or from time to time after funds are
deposited in the Facility LC Collateral Account, apply such funds to the payment
of the Obligations and any other amounts as shall from time to time have become
due and payable by the Borrower to the Lenders or the LC Issuer under the Loan
Documents.

         (iv) At any time while any Default is continuing, neither the Borrower
nor any Person claiming on behalf of or through the Borrower shall have any
right to withdraw any of the funds held in the Facility LC Collateral Account.
After all of the Obligations have been indefeasibly paid in full and the
Aggregate Commitment has been terminated, any funds remaining in the Facility LC
Collateral Account shall be returned by the Agent to the Borrower or paid to
whomever may be legally entitled thereto at such time.

         (v) If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans and
the obligation and power of the LC Issuer to issue

                                       41
<PAGE>   47
Facility LCs hereunder as a result of any Default (other than any Default as
described in Section 7.6 or 7.7 with respect to the Borrower) and before any
judgment or decree for the payment of the Obligations due shall have been
obtained or entered, the Required Lenders (in their sole discretion) shall so
direct, the Agent shall, by notice to the Borrower, rescind and annul such
acceleration and/or termination.

         8.2. Amendments. Subject to the provisions of this Article VIII, the
Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder; provided, however, that no such supplemental agreement shall,
without the consent of all of the Lenders:

         (i)      Extend the final maturity of any Loan, or extend the expiry
                  date of any Facility LC to a date after the Facility
                  Termination Date or forgive all or any portion of the
                  principal amount thereof, any accrued interest or fees or any
                  Reimbursement Obligation related thereto, or reduce the
                  Applicable Margin or the Applicable Fee Rate or extend the
                  time of payment of interest or fees thereon or Reimbursement
                  Obligations related thereto.

         (ii)     Reduce the percentage specified in the definition of Required
                  Lenders.

         (iii)    Extend the Facility Termination Date, or reduce the amount or
                  extend the payment date for, the mandatory payments required
                  under Section 2.2, or increase the amount of the Aggregate
                  Commitment (other than as allowed under Section 2.6(iv)), the
                  Commitment of any Lender (other than as allowed under Section
                  2.6(iv)) hereunder or the commitment to issue Facility LCs, or
                  permit the Borrower to assign its rights under this Agreement.

         (iv)     Amend this Section 8.2 or Section 2.6(iv).

         (v)      Release the Borrower hereunder or release any Guarantor which
                  is a Significant Subsidiary under any Guaranty.

No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent, no amendment of any
provisions relating to the LC Issuer shall be effective without the written
consent of the LC Issuer and no amendment of any provision of this Agreement
relating to the Swing Line Lender or any Swing Line Loans shall be effective
without the written consent of the Swing Line Lender. The Agent may waive
payment of the fee required under Section 12.3.2 without obtaining the consent
of any other party to this Agreement. Notwithstanding anything herein to the
contrary, no Defaulting Lender shall be entitled to vote (whether to consent or
to withhold its consent) with respect to any amendment, modification,
termination or waiver and, for purposes of the determining the Required Lenders,
the Commitments and the Outstanding Credit Exposure of each Defaulting Lender
shall be disregarded and the Agent shall have the ability, but not the
obligation, to replace any Defaulting Lender with another lender or lenders.

         8.3. Preservation of Rights. No delay or omission of the Lenders, the
LC Issuer or the Agent to exercise any right under the Loan Documents shall
impair such right or be construed to be a waiver of any Default or an
acquiescence therein, and the making of a Credit Extension notwithstanding the
existence of a Default or the inability of the Borrower to satisfy the
conditions precedent to such Credit Extension shall not constitute any waiver or
acquiescence. Any single or partial exercise of any such right shall not
preclude other or further exercise thereof or the exercise of any other right,
and no waiver,

                                       42
<PAGE>   48
amendment or other variation of the terms, conditions or provisions of the Loan
Documents whatsoever shall be valid unless in writing signed by the Lenders
required pursuant to Section 8.2, and then only to the extent in such writing
specifically set forth. All remedies contained in the Loan Documents or by law
afforded shall be cumulative and all shall be available to the Agent, the LC
Issuer and the Lenders until the Obligations have been paid in full.



                                   ARTICLE IX

                               GENERAL PROVISIONS
                               ------------------


         9.1. Survival of Representations. All representations and warranties of
the Borrower contained in this Agreement, as updated from time to time in
accordance with Section 8.2, shall survive the making of the Credit Extensions
herein contemplated.

         9.2. Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, neither the LC Issuer nor any Lender shall be
obligated to extend credit to the Borrower in violation of any limitation or
prohibition provided by any applicable statute or regulation.

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

         9.4. Entire Agreement. The Loan Documents embody the entire agreement
and understanding among the Borrower, the Agent, the LC Issuer and the Lenders
and supersede all prior agreements and understandings among the Borrower, the
Agent, the LC Issuer and the Lenders relating to the subject matter thereof
other than any fee agreement described in Section 10.13.

         9.5. Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any of
its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit upon any Person other than the parties to this Agreement and
their respective successors and assigns, provided, however, that the parties
hereto expressly agree that the Arranger shall enjoy the benefits of the
provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth
therein and shall have the right to enforce such provisions on its own behalf
and in its own name to the same extent as if it were a party to this Agreement.

         9.6. Expenses; Indemnification. (i) The Borrower shall reimburse the
Agent and the Arranger for any costs, internal charges and out-of-pocket
expenses (including reasonable attorneys' fees and time charges of attorneys for
the Agent, which attorneys may be employees of the Agent) paid or incurred by
the Agent or the Arranger in connection with the preparation, negotiation,
execution, delivery, syndication, distribution (including, without limitation,
via the internet), review, amendment, modification, and administration of the
Loan Documents. The Borrower also agrees to reimburse the Agent, the Arranger,
the LC Issuer and the Lenders for any costs, internal charges and out-of-pocket
expenses (including reasonable attorneys' fees and time charges of attorneys for
the Agent, the Arranger, the LC Issuer and the Lenders, which attorneys may be
employees of the Agent, the Arranger, the LC Issuer or the Lenders) paid or
incurred by the Agent, the Arranger, the LC Issuer or any Lender in

                                       43
<PAGE>   49
connection with the collection and enforcement of the Loan Documents. Expenses
being reimbursed by the Borrower under this Section include, without limitation,
costs and expenses incurred in connection with the Reports described in the
following sentence. The Borrower acknowledges that from time to time Agent may
prepare and may distribute to the Lenders (but shall have no obligation or duty
to prepare or to distribute to the Lenders) certain audit reports (the
"Reports") pertaining to the Borrower's assets for internal use by Agent from
information furnished to it by or on behalf of the Borrower, after Agent has
exercised its rights of inspection pursuant to this Agreement.

         (ii) The Borrower hereby further agrees to indemnify the Agent, the
Arranger, the LC Issuer and each Lender, their respective affiliates, and each
of their directors, officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation,
all expenses of litigation or preparation therefor whether or not the Agent, the
Arranger, the LC Issuer or any Lender or any affiliate is a party thereto) which
any of them may pay or incur arising out of or relating to this Agreement, the
other Loan Documents, the transactions contemplated hereby or the direct or
indirect application or proposed application of the proceeds of any Credit
Extension hereunder except to the extent that they are determined in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrower under this Section 9.6 shall
survive the termination of this Agreement.

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

         9.8. Accounting. (i) Except as otherwise expressly provided herein, all
accounting terms used herein shall be interpreted, and all financial statements
and certificates and reports as to financial matters required to be delivered to
the Lenders hereunder shall (unless otherwise disclosed to the Lenders in
writing at the time of delivery thereof in the manner described in subsection
(ii) below) be prepared, in accordance with Agreement Accounting Principles
(subject, in the case of financial statements which are not fiscal year end
statements, to the absence of footnotes and year-end audit adjustments);
provided that, if the Borrower notifies the Agent that it wishes to amend any
covenant in Article VI to eliminate the effect of any change in Agreement
Accounting Principles or in the manner in which they are applied since those in
effect as of the date of, and applied by the Borrower in, the financial
statements referred to Section 5.4 and such change requires the Borrower to file
a letter with, or otherwise report to, the SEC stating that it is a material
change (or if the Agent notifies the Borrower that the Agent or the Required
Lenders wish to amend Article VI for such purpose), then the Borrower's
compliance with such covenants shall be determined on the basis of Agreement
Accounting Principles in effect immediately before the relevant change in
Agreement Accounting Principles or its application became effective until either
such notice is withdrawn or such covenant or any such defined term is amended in
a manner satisfactory to the Borrower and the Required Lenders. Notwithstanding
anything herein, in any financial statements of the Borrower or in Agreement
Accounting Principles to the contrary, for purposes of calculating and
determining compliance with the financial covenants in Article VI and
determining the Applicable Margin, including defined terms used therein, any
Acquisition made by the Borrower or any of its Subsidiaries, including through
mergers or consolidations and including any related financing transactions,
during the period for which such financial covenants and the Applicable Margin
were calculated shall be deemed to have occurred on the first day of the
relevant period for which such financial covenants and the Applicable Margin
were calculated on a pro forma basis acceptable to the Agent.

                  (ii) The Borrower shall deliver to the Lenders at the same
time as the delivery of any financial statement under Section 6.1(i) or (ii):
(x) a description in reasonable detail of any material


                                       44
<PAGE>   50

variation between the application or other modification of accounting
principles employed in the preparation of such statement and the application or
other modification of accounting principles employed in the preparation of the
immediately prior annual or quarterly financial statements as to which no
objection has been made in accordance with the last sentence of subsection (i)
above and (y) reasonable estimates of the difference between such statements
arising as a consequence thereof.

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

         9.10. Nonliability of Lenders. The relationship between the Borrower on
the one hand and the Lenders, the LC Issuer and the Agent on the other hand
shall be solely that of borrower and lender. Neither the Agent, the Arranger nor
any Lender shall have any fiduciary responsibilities to the Borrower. Neither
the Agent, the Arranger, the LC Issuer nor any Lender undertakes any
responsibility to the Borrower to review or inform the Borrower of any matter in
connection with any phase of the Borrower's business or operations. The Borrower
agrees that neither the Agent, the Arranger, the LC Issuer nor any Lender shall
have liability to the Borrower (whether sounding in tort, contract or otherwise)
for losses suffered by the Borrower in connection with, arising out of, or in
any way related to, the transactions contemplated and the relationship
established by the Loan Documents, or any act, omission or event occurring in
connection therewith, unless it is determined in a final non-appealable judgment
by a court of competent jurisdiction that such losses resulted from the gross
negligence or willful misconduct of the party from which recovery is sought.
Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any
liability with respect to, and the Borrower hereby waives, releases and agrees
not to sue for, any special, indirect, consequential or punitive damages
suffered by the Borrower in connection with, arising out of, or in any way
related to the Loan Documents or the transactions contemplated thereby.

         9.11. Confidentiality. Each Lender agrees to hold any confidential
information which it may receive from the Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to its Affiliates and to other Lenders and
their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which such Lender is a party, (vi) to such Lender's direct or
indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, and (vii)
permitted by Section 12.4.

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

         9.13. Disclosure. The Borrower and each Lender hereby acknowledge and
agree that Bank One and/or its Affiliates from time to time may hold investments
in, make other loans to or have other relationships with the Borrower and its
Affiliates.

                                       45
<PAGE>   51
                                    ARTICLE X

                                    THE AGENT
                                    ---------


         10.1. Appointment; Nature of Relationship. Bank One, NA is hereby
appointed by each of the Lenders as its contractual representative (herein
referred to as the "Agent") hereunder and under each other Loan Document, and
each of the Lenders irrevocably authorizes the Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth
herein and in the other Loan Documents. The Agent agrees to act as such
contractual representative upon the express conditions contained in this Article
X. Notwithstanding the use of the defined term "Agent," it is expressly
understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set forth in this
Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders, (ii) is a "representative" of the Lenders within
the meaning of the Uniform Commercial Code and (iii) is acting as an independent
contractor, the rights and duties of which are limited to those expressly set
forth in this Agreement and the other Loan Documents. Each of the Lenders hereby
agrees to assert no claim against the Agent on any agency theory or any other
theory of liability for breach of fiduciary duty, all of which claims each
Lender hereby waives.

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

         10.3. General Immunity. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrower, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is determined in a final non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.

         10.4. No Responsibility for Loans, Recitals, etc. Neither the Agent nor
any of its directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into, or verify (a) any statement, warranty
or representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of the Borrower or any
Guarantor of any of the Obligations or of any of the Borrower's or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Lenders information that is not required to be furnished by the Borrower to
the Agent at such time, but is voluntarily furnished by the Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).

                                       46
<PAGE>   52
         10.5. Action on Instructions of Lenders. The Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and under
any other Loan Document in accordance with written instructions signed by the
Required Lenders, and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders. The Lenders hereby
acknowledge that the Agent shall be under no duty to take any discretionary
action permitted to be taken by it pursuant to the provisions of this Agreement
or any other Loan Document unless it shall be requested in writing to do so by
the Required Lenders. The Agent shall be fully justified in failing or refusing
to take any action hereunder and under any other Loan Document unless it shall
first be indemnified to its satisfaction by the Lenders pro rata against any and
all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.

         10.6. Employment of Agents and Counsel. The Agent may execute any of
its duties as Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters pertaining to the Agent's duties hereunder and under any other
Loan Document.

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

         10.8. Agent's Reimbursement and Indemnification. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments immediately prior to such termination) (i) for any amounts not
reimbursed by the Borrower for which the Agent is entitled to reimbursement by
the Borrower under the Loan Documents, (ii) for any other expenses incurred by
the Agent on behalf of the Lenders, in connection with the preparation,
execution, delivery, administration and enforcement of the Loan Documents
(including, without limitation, for any expenses incurred by the Agent in
connection with any dispute between the Agent and any Lender or between two or
more of the Lenders) and (iii) for any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of the Loan
Documents or any other document delivered in connection therewith or the
transactions contemplated thereby (including, without limitation, for any such
amounts incurred by or asserted against the Agent in connection with any dispute
between the Agent and any Lender or between two or more of the Lenders), or the
enforcement of any of the terms of the Loan Documents or of any such other
documents, provided that (i) no Lender shall be liable for any of the foregoing
to the extent any of the foregoing is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct of the Agent and (ii) any indemnification required
pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this
Section 10.8, be paid by the relevant Lender in accordance with the provisions
thereof. The obligations of the Lenders under this Section 10.8 shall survive
payment of the Obligations and termination of this Agreement.

         10.9. Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Agent has received written notice

                                       47
<PAGE>   53
from a Lender or the Borrower referring to this Agreement describing such
Default or Unmatured Default and stating that such notice is a "notice of
default". In the event that the Agent receives such a notice, the Agent shall
give prompt notice thereof to the Lenders.

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

         10.11. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Agent, the Arranger or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Loan Documents.

         10.12. Successor Agent. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five days after the retiring Agent gives notice of its
intention to resign. The Agent may be removed at any time with or without cause
by written notice received by the Agent from the Required Lenders, and, prior to
Default, with the consent of the Borrower, such removal to be effective on the
date specified by the Required Lenders. Upon any such resignation or removal,
the Required Lenders shall have the right to appoint, on behalf of the Borrower
and the Lenders, a successor Agent, with the consent of the Borrower, which
consent shall not be unreasonably withheld or delayed and shall not be required
if any Default has occurred and is continuing. If no successor Agent shall have
been so appointed by the Required Lenders within thirty days after the resigning
Agent's giving notice of its intention to resign, then the resigning Agent may
appoint, on behalf of the Borrower and the Lenders, a successor Agent.
Notwithstanding the previous sentence, the Agent may at any time without the
consent of the Borrower or any Lender, appoint any of its Affiliates which is a
commercial bank as a successor Agent hereunder. If the Agent has resigned or
been removed and no successor Agent has been appointed, the Lenders may perform
all the duties of the Agent hereunder and the Borrower shall make all payments
in respect of the Obligations to the applicable Lender and for all other
purposes shall deal directly with the Lenders. No successor Agent shall be
deemed to be appointed hereunder until such successor Agent has accepted the
appointment. Any such successor Agent shall be a commercial bank having capital
and retained earnings of at least $100,000,000. Upon the acceptance of any
appointment as Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the resigning or removed Agent. Upon the effectiveness of the
resignation or removal of the Agent, the resigning or removed Agent shall be
discharged from its duties and obligations hereunder and under the Loan
Documents. After the effectiveness of the resignation or removal of an Agent,
the provisions of this Article X shall continue in effect for the benefit of
such Agent in respect of any actions taken or omitted to be taken by it while it
was acting as the Agent hereunder and under the other Loan Documents. In the
event that there is a successor to the Agent by merger, or the Agent assigns its
duties and obligations to

                                       48
<PAGE>   54
an Affiliate pursuant to this Section 10.12, then the term "Prime Rate" as used
in this Agreement shall mean the prime rate, base rate or other analogous rate
of the new Agent.

         10.13. Agent and Arranger Fees. The Borrower agrees to pay to the Agent
and the Arranger, for their respective accounts, the fees agreed to by the
Borrower, the Agent and the Arranger from time to time.

         10.14. Delegation to Affiliates. The Borrower and the Lenders agree
that the Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Articles IX and X.

         10.15. Co-Agents, Documentation Agent, Syndication Agent, etc. Neither
any Lender identified in this Agreement or otherwise as a "co-agent", "managing
agent" or "syndication agent" nor the Documentation Agent shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than those applicable to all Lenders as such. Without limiting the foregoing,
neither any such Lender nor the Documentation Agent shall have or be deemed to
have a fiduciary relationship with any Lender. Each Lender hereby makes the same
acknowledgments with respect to such Lenders and the Documentation Agent as it
makes with respect to the Agent in Section 10.11.


                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS
                            ------------------------


         11.1. Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if the Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of the Borrower may
be offset and applied toward the payment of the Obligations owing to such
Lender, whether or not the Obligations, or any part thereof, shall then be due.

         11.2. Ratable Payments. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Outstanding Credit Exposure (other than payments
received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than
that received by any other Lender, such Lender agrees, promptly upon demand, to
purchase a portion of the Aggregate Outstanding Credit Exposure held by the
other Lenders so that after such purchase each Lender will hold its Pro Rata
Share of the Aggregate Outstanding Credit Exposure. If any Lender, whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives collateral or other protection for its Obligations or such amounts
which may be subject to setoff, such Lender agrees, promptly upon demand, to
take such action necessary such that all Lenders share in the benefits of such
collateral ratably in proportion to their respective Pro Rata Shares of the
Aggregate Outstanding Credit Exposure. In case any such payment is disturbed by
legal process, or otherwise, appropriate further adjustments shall be made.

                                       49
<PAGE>   55
                                   ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
                -------------------------------------------------


         12.1. Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents without the consent of all of the Lenders and (ii) any assignment
by any Lender must be made in compliance with Section 12.3. The parties to this
Agreement acknowledge that clause (ii) of this Section 12.1 relates only to
absolute assignments and does not prohibit assignments creating security
interests, including, without limitation, (x) any pledge or assignment by any
Lender of all or any portion of its rights under this Agreement and any Note to
a Federal Reserve Bank or (y) in the case of a Lender which is a fund, any
pledge or assignment of all or any portion of its rights under this Agreement
and any Note to its trustee in support of its obligations to its trustee;
provided, however, that no such pledge or assignment creating a security
interest shall release the transferor Lender from its obligations hereunder
unless and until the parties thereto have complied with the provisions of
Section 12.3. The Agent may treat the Person which made any Loan or which holds
any Note as the owner thereof for all purposes hereof unless and until such
Person complies with Section 12.3; provided, however, that the Agent may in its
discretion (but shall not be required to) follow instructions from the Person
which made any Loan or which holds any Note to direct payments relating to such
Loan or Note to another Person. Any assignee of the rights to any Loan or any
Note agrees by acceptance of such assignment to be bound by all the terms and
provisions of the Loan Documents. Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or
consent is the owner of the rights to any Loan (whether or not a Note has been
issued in evidence thereof), shall be conclusive and binding on any subsequent
holder or assignee of the rights to such Loan.

         12.2. Participations.

                  12.2.1. Permitted Participants; Effect. Any Lender may, in the
         ordinary course of its business and in accordance with applicable law,
         at any time sell to one or more banks or other entities
         ("Participants") participating interests in any Outstanding Credit
         Exposure of such Lender, any Note held by such Lender, any Commitment
         of such Lender or any other interest of such Lender under the Loan
         Documents. In the event of any such sale by a Lender of participating
         interests to a Participant, such Lender's obligations under the Loan
         Documents shall remain unchanged, such Lender shall remain solely
         responsible to the other parties hereto for the performance of such
         obligations, such Lender shall remain the owner of its Outstanding
         Credit Exposure and the holder of any Note issued to it in evidence
         thereof for all purposes under the Loan Documents, all amounts payable
         by the Borrower under this Agreement shall be determined as if such
         Lender had not sold such participating interests, and the Borrower and
         the Agent shall continue to deal solely and directly with such Lender
         in connection with such Lender's rights and obligations under the Loan
         Documents.

                  12.2.2. Voting Rights. Each Lender shall retain the sole right
         to approve, without the consent of any Participant, any amendment,
         modification or waiver of any provision of the Loan Documents other
         than any amendment, modification or waiver with respect to any Credit
         Extension or Commitment in which such Participant has an interest which
         would require consent of all of the Lenders pursuant to the terms of
         Section 8.2 or of any other Loan Document.

                                       50
<PAGE>   56
                  12.2.3. Benefit of Setoff. The Borrower agrees that each
         Participant shall be deemed to have the right of setoff provided in
         Section 11.1 in respect of its participating interest in amounts owing
         under the Loan Documents to the same extent as if the amount of its
         participating interest were owing directly to it as a Lender under the
         Loan Documents, provided that each Lender shall retain the right of
         setoff provided in Section 11.1 with respect to the amount of
         participating interests sold to each Participant. The Lenders agree to
         share with each Participant, and each Participant, by exercising the
         right of setoff provided in Section 11.1, agrees to share with each
         Lender, any amount received pursuant to the exercise of its right of
         setoff, such amounts to be shared in accordance with Section 11.2 as if
         each Participant were a Lender.

         12.3. Assignments.

                  12.3.1. Permitted Assignments. Any Lender may, in the ordinary
         course of its business and in accordance with applicable law, at any
         time assign to one or more banks or other entities ("Purchasers") all
         or any part of its rights and obligations under the Loan Documents.
         Such assignment shall be substantially in the form of Exhibit C or in
         such other form as may be agreed to by the parties thereto. The consent
         of the Borrower, the Agent and the LC Issuer shall be required prior to
         an assignment becoming effective with respect to a Purchaser which is
         not a Lender or an Affiliate thereof; provided, however, that if a
         Default has occurred and is continuing, the consent of the Borrower
         shall not be required. Such consent shall not be unreasonably withheld
         or delayed. Each such assignment with respect to a Purchaser which is
         not a Lender or an Affiliate thereof shall (unless the Agent otherwise
         consents) be in an amount not less than the lesser of (i) $10,000,000
         and in multiples of $1,000,000 thereof or (ii) the remaining amount of
         the assigning Lender's Commitment (calculated as at the date of such
         assignment) or outstanding Loans (if the applicable Commitment has been
         terminated).

                  12.3.2. Effect; Effective Date. Upon (i) delivery to the Agent
         of an assignment, together with any consents required by Section
         12.3.1, and (ii) payment of a $3,500 fee to the Agent for processing
         such assignment (unless such fee is waived by the Agent), such
         assignment shall become effective on the effective date specified in
         such assignment. The assignment shall contain a representation by the
         Purchaser to the effect that none of the consideration used to make the
         purchase of the Commitment and Outstanding Credit Exposure under the
         applicable assignment agreement constitutes "plan assets" as defined
         under ERISA and that the rights and interests of the Purchaser in and
         under the Loan Documents will not be "plan assets" under ERISA. On and
         after the effective date of such assignment, such Purchaser shall for
         all purposes be a Lender party to this Agreement and any other Loan
         Document executed by or on behalf of the Lenders and shall have all the
         rights and obligations of a Lender under the Loan Documents, to the
         same extent as if it were an original party hereto, and no further
         consent or action by the Borrower, the Lenders or the Agent shall be
         required to release the transferor Lender with respect to the
         percentage of the Aggregate Commitment and Outstanding Credit Exposure
         assigned to such Purchaser. Upon the consummation of any assignment to
         a Purchaser pursuant to this Section 12.3.2, the transferor Lender, the
         Agent and the Borrower shall, if the transferor Lender or the Purchaser
         desires that its Loans be evidenced by Notes, make appropriate
         arrangements so that new Notes or, as appropriate, replacement Notes
         are issued to such transferor Lender and new Notes or, as appropriate,
         replacement Notes, are issued to such Purchaser, in each case in
         principal amounts reflecting their respective Commitments, as adjusted
         pursuant to such assignment.

         12.4. Dissemination of Information. The Borrower authorizes each Lender
to disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of

                                       51
<PAGE>   57
law (each a "Transferee") and any prospective Transferee any and all information
in such Lender's possession concerning the creditworthiness of the Borrower and
its Subsidiaries, including without limitation any information contained in any
Reports; provided that each Transferee and prospective Transferee agrees to be
bound by Section 9.11 of this Agreement.

         12.5. Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(iv).


                                  ARTICLE XIII

                                     NOTICES
                                     -------


         13.1. Notices. Except as otherwise permitted by Section 2.14 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrower or the Agent, at its street address or facsimile
number set forth on the signature pages hereof, (y) in the case of any Lender,
at its street address or facsimile number set forth in its administrative
questionnaire or (z) in the case of any party, at such other street address or
facsimile number as such party may hereafter specify for the purpose by notice
to the Agent and the Borrower in accordance with the provisions of this Section
13.1. Each such notice, request or other communication shall be effective (i) if
given by facsimile transmission, when transmitted to the facsimile number
specified in this Section and confirmation of receipt is received, or (ii) if
given by mail, by nationally recognized overnight courier or other means to the
recipient's street address, when delivered at the address specified in this
Section.

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


                                   ARTICLE XIV

                                  COUNTERPARTS
                                  ------------


         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Borrower, the
Agent, the LC Issuer and the Lenders and each party has notified the Agent by
facsimile transmission or telephone that it has taken such action.

                                       52
<PAGE>   58
                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
          ------------------------------------------------------------


         15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF OHIO.

         15.2. CONSENT TO JURISDICTION. EACH BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR OHIO STATE
COURT SITTING IN COLUMBUS, OHIO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE AGENT, THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST
ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY
ANY BORROWER AGAINST THE AGENT, THE LC ISSUER OR ANY LENDER OR ANY AFFILIATE OF
THE AGENT, THE LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN COLUMBUS, OHIO.

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

                                       53
<PAGE>   59
         IN WITNESS WHEREOF, the Borrower, the Lenders, the LC Issuer and the
Agent have executed this Agreement as of the date first above written.


LANCASTER COLONY CORPORATION            LANCASTER COLONY CORPORATION


By:    /S/ David M. Segal               By:    /S/  John L. Boylan
   -----------------------------            -------------------------
       David M. Segal                          John L. Boylan

Title: Secretary                        Title: Treasurer
      --------------------------              -----------------------


                                                37 West Broad Street
                                                Suite 500
                                                Columbus, Ohio 43215
                                                Attention: Treasurer
                                                Telephone:  (614) 224-7141
                                                Fax:  (614) 469-8219

                                       54
<PAGE>   60
Commitments
-----------


         $35,000,000                         BANK ONE, NA, as Agent,
                                             LC Issuer and as a Lender

                                             By:    /S/  Krista Flynn
                                                --------------------------

                                             Title: Vice President
                                                   -----------------------


                                                    100 East Broad Street
                                                    Columbus, Ohio 43215
                                                    Attention: Thomas E. Redmond
                                                    Telephone: (614) 248-5540
                                                    Fax: (614) 248-5518

                                       55
<PAGE>   61
         $30,000,000                         THE HUNTINGTON NATIONAL BANK, as
                                             Documentation Agent and as a Lender


                                             By:      /S/ Nancy J. Cracolice
                                                 ----------------------------
                                                      Nancy J. Cracolice

                                             Title:   Vice President
                                                    -------------------------


                                                      Huntington Center
                                                      Columbus, Ohio 43287
                                                      Attention: Nancy Cracolice
                                                      Telephone: (614) 480-4401
                                                      Fax: (614) 480-3698

                                       56
<PAGE>   62
         $25,000,000                      SUNTRUST BANK


                                          By:    /S/  Frank A. Coe
                                               -------------------------
                                                 Frank A. Coe

                                          Title: Vice President
                                                 -----------------------


                                                 303 Peachtree Street, 3rd Floor
                                                 Atlanta, GA 30308
                                                 Attention: Frank A. Coe
                                                 Telephone: (404) 658-4910
                                                 Fax: (404) 658-4905

                                       57
<PAGE>   63
         $20,000,000                       NATIONAL CITY BANK


                                           By:      /S/  Terri L. Cable
                                               -----------------------------
                                                    Terri L. Cable

                                           Title:   Senior Vice President
                                                  --------------------------

                                                    155 East Broad Street
                                                    Columbus, Ohio 43215
                                                    Attention: Jeffrey Hawthorne
                                                    Telephone: (614) 463-7298
                                                    Fax: (614) 463-7172

                                       58
<PAGE>   64
         $15,000,000                      FIFTH THIRD BANK, CENTRAL OHIO


                                          By:    /S/  Ted Lape
                                              -----------------------

                                          Title: Vice President
                                                 --------------------


                                                 21 East State Street, 7th Floor
                                                 Columbus, Ohio 43215
                                                 Attention: Ted Lape
                                                 Telephone: (614) 223-3982
                                                 Fax: (614) 341-2606


Aggregate Commitment
--------------------

         $125,000,000

                                       59
<PAGE>   65
                                PRICING SCHEDULE

<TABLE>
============================ ============== =============== ================ =============== ==============
<CAPTION>

     APPLICABLE MARGIN       LEVEL I STATUS LEVEL II STATUS LEVEL III STATUS LEVEL IV STATUS LEVEL V STATUS
---------------------------- -------------- --------------- ---------------- --------------- --------------
<S>                          <C>            <C>              <C>             <C>             <C>
Eurodollar Rate and               0.30%          0.325%           0.35%           0.375%          0.40%
 Letter of Credit
 Applicable Margin
---------------------------- -------------- --------------- ---------------- --------------- --------------
 Floating Rate                     0%              0%              0%               0%             `0%
Applicable Margin
============================ ============== =============== ================ =============== ==============
  Facility Fee                    0.10%          0.125%           0.15%           0.20%           0.25%
Applicable Margin
============================ ============== =============== ================ =============== ==============
</TABLE>

Until adjusted for first time based on the Debt to Capitalization Ratio as of
the end of the first full fiscal quarter ending after the Effective Date, the
Applicable Margin and Applicable Fee Rate will be set at Level I. Thereafter,
the Applicable Margin and the Applicable Fee Rate will vary with the Borrower's
Debt to Capitalization Ratio as set forth above.

         For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this Schedule:

         "Financials" means the annual or quarterly financial statements of the
Borrower delivered pursuant to Section 6.1(i) or (ii).

         "Level I Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the
Debt to Capitalization Ratio is less than or equal to 0.25 to 1.00.

         "Level II Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status and (ii) the Debt to
Capitalization Ratio is less than 0.30 to 1.00.

         "Level III Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status or Level II Status and (ii)
the Debt to Capitalization Ratio is less than 0.35 to 1.00.

         "Level IV Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status, Level II Status or Level III
Status and (ii) the Debt to Capitalization Ratio is less than 0.40 to 1.00.

         "Level V Status" exists at any date if the Borrower has not qualified
for Level I Status, Level II Status, Level III Status or Level IV Status.

         "Status" means either Level I Status, Level II Status, Level III Status
or Level IV Status.

         The Applicable Margin and Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Borrower's Status as reflected
in the then most recent Financials. Adjustments, if any, to the Applicable
Margin or Applicable Fee Rate shall be effective 50 days after

                                       60
<PAGE>   66
the end of each of the first three fiscal quarters of each fiscal year and 95
days after the end of each fiscal year of the Borrower. If the Borrower fails to
deliver the Financials to the Agent at the time required pursuant to Section 6.1
or any Default has occurred and is continuing, then the Applicable Margin and
Applicable Fee Rate shall be set at Level V Status.

                                       61
<PAGE>   67
                                    EXHIBIT A
                                 FORM OF OPINION


                                                               February 13, 2001


The Agent, the LC Issuer and the Lenders who are parties to the Credit Agreement
described below.


Gentlemen/Ladies:


         We are counsel for Lancaster Colony Corporation (the "Borrower") and
the Guarantors (as defined in the Agreement), and have represented the Borrower
and the Guarantors in connection with the Borrower's execution and delivery of a
Credit Agreement dated as of February 13, 2001 (the "Agreement") among the
Borrower, the Lenders named therein, and Bank One, NA, as Agent and as LC
Issuer, and providing for Credit Extensions in an aggregate principal amount not
exceeding $125,000,000 at any one time outstanding, and the execution of the
other Loan Documents. All capitalized terms used in this opinion and not
otherwise defined herein shall have the meanings attributed to them in the
Agreement.

         We have examined the Borrower's and each Guarantor's **[describe
constituent documents of Borrower and each Guarantor and appropriate evidence of
authority to enter into the transaction]**, the Loan Documents and such other
matters of fact and law which we deem necessary in order to render this opinion.
Based upon the foregoing, it is our opinion that:

         l. Each of the Borrower and its Subsidiaries is a corporation,
partnership or limited liability company duly and properly incorporated or
organized, as the case may be, validly existing and (to the extent such concept
applies to such entity) in good standing under the laws of its jurisdiction of
incorporation or organization and has all requisite authority to conduct its
business in each jurisdiction in which its business is conducted.

         2. The execution and delivery by the Borrower and each Guarantor of the
Loan Documents to which it is a party and the performance by the Borrower and
each Guarantor of their respective obligations thereunder have been duly
authorized by proper corporate proceedings on the part of the Borrower and each
Guarantor and will not:

                  (a) require any consent of the Borrower's or any Guarantor's
         shareholders or members (other than any such consent as has already
         been given and remains in full force and effect);

                  (b) violate (i) any law, rule, regulation, order, writ,
         judgment, injunction, decree or award binding on the Borrower or any of
         its Subsidiaries or (ii) the Borrower's or any Subsidiary's articles or
         certificate of incorporation, partnership agreement, certificate of
         partnership, articles or certificate of organization, by-laws,
         regulations or operating or other management agreement, as the case may
         be, or (iii) the provisions of any indenture, instrument or agreement
         to which the Borrower or any of its Subsidiaries is a party or is
         subject, or by which it, or its Property, is bound, or conflict with or
         constitute a default thereunder; or

                                       62
<PAGE>   68
                  (c) result in, or require, the creation or imposition of any
         Lien in, of or on the Property of the Borrower or a Subsidiary pursuant
         to the terms of any indenture, instrument or agreement binding upon the
         Borrower or any of its Subsidiaries.

         3. The Loan Documents to which the Borrower or any Guarantor is a party
have been duly executed and delivered by the Borrower and such Guarantor and
constitute legal, valid and binding obligations of the Borrower and each
Guarantor enforceable against the Borrower and each Guarantor in accordance with
their terms except to the extent the enforcement thereof may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and subject also to the availability of equitable remedies if
equitable remedies are sought.

         4. There is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the best of our knowledge after due
inquiry, threatened against the Borrower or any of its Subsidiaries which, if
adversely determined, could reasonably be expected to have a Material Adverse
Effect.

         5. No order, consent, adjudication, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption by, or
other action in respect of any governmental or public body or authority, or any
subdivision thereof, which has not been obtained by the Borrower or any of its
Subsidiaries, is required to be obtained by the Borrower or any of its
Subsidiaries in connection with the execution and delivery of the Loan
Documents, the borrowings under the Agreement, the payment and performance by
the Borrower of the Obligations, or the legality, validity, binding effect or
enforceability of any of the Loan Documents.

         This opinion may be relied upon by the Agent, the LC Issuer the Lenders
and their participants, assignees and other transferees.

                                                     Very truly yours,


                                       63
<PAGE>   69
                                    EXHIBIT B

                             COMPLIANCE CERTIFICATE



To:      The Lenders parties to the
         Credit Agreement Described Below

         This Compliance Certificate is furnished pursuant to that certain
Credit Agreement dated as of February 13, 2001 (as amended, modified, renewed or
extended from time to time, the "Agreement") among Lancaster Colony Corporation
(the "Borrower"), the lenders party thereto and Bank One, NA, as Agent for the
Lenders and as LC Issuer. Unless otherwise defined herein, capitalized terms
used in this Compliance Certificate have the meanings ascribed thereto in the
Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1.  I am the duly elected                       of the Borrower;
                                   ---------------------

         2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Borrower and its Subsidiaries during the accounting period
covered by the attached financial statements;

         3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
a Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below; and

         4. Schedule I attached hereto sets forth financial data and
computations evidencing the Borrower's compliance with certain covenants of the
Agreement, all of which data and computations are true, complete and correct.

         Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:

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

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

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

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


         The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this _____ day of ______,
____ .

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

                                       64
<PAGE>   70
                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                      Compliance as of _________, ____ with
                          Provisions of ___ and ___ of
                                 the Agreement

                                       65
<PAGE>   71
                                    EXHIBIT C

                              ASSIGNMENT AGREEMENT

         This Assignment Agreement (this "Assignment Agreement") between _______
___________(the "Assignor") and _________________ (the "Assignee") is dated as
of _______, ____. The parties hereto agree as follows:

         1. PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement
(which, as it may be amended, modified, renewed or extended from time to time is
herein called the "Credit Agreement") described in Item 1 of Schedule 1 attached
hereto ("Schedule 1"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Credit Agreement.

         2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
an interest in and to the Assignor's rights and obligations under the Credit
Agreement and the other Loan Documents, such that after giving effect to such
assignment the Assignee shall have purchased pursuant to this Assignment
Agreement the percentage interest specified in Item 3 of Schedule 1 of all
outstanding rights and obligations under the Credit Agreement and the other Loan
Documents relating to the facilities listed in Item 3 of Schedule 1. The
aggregate Commitment (or Outstanding Credit Exposure, if the applicable
Commitment has been terminated) purchased by the Assignee hereunder is set forth
in Item 4 of Schedule 1.

         3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the
"Effective Date") shall be the later of the date specified in Item 5 of Schedule
1 or two Business Days (or such shorter period agreed to by the Agent) after
this Assignment Agreement, together with any consents required under the Credit
Agreement, are delivered to the Agent. In no event will the Effective Date occur
if the payments required to be made by the Assignee to the Assignor on the
Effective Date are not made on the proposed Effective Date.

         4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of
Outstanding Credit Exposure hereunder, the Assignee shall pay the Assignor, on
the Effective Date, the amount agreed to by the Assignor and the Assignee. On
and after the Effective Date, the Assignee shall be entitled to receive from the
Agent all payments of principal, interest, Reimbursement Obligations and fees
with respect to the interest assigned hereby. The Assignee will promptly remit
to the Assignor any interest on Loans and fees received from the Agent which
relate to the portion of the Commitment or Outstanding Credit Exposure assigned
to the Assignee hereunder for periods prior to the Effective Date and not
previously paid by the Assignee to the Assignor. In the event that either party
hereto receives any payment to which the other party hereto is entitled under
this Assignment Agreement, then the party receiving such amount shall promptly
remit it to the other party hereto.

         5. RECORDATION FEE. The Assignor and Assignee each agree to pay
one-half of the recordation fee required to be paid to the Agent in connection
with this Assignment Agreement unless otherwise specified in Item 6 of Schedule
1.

         6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants that (i) it is the legal and
beneficial owner of the interest being assigned by it hereunder, (ii) such
interest is free and clear of any adverse claim created by the Assignor and
(iii) the execution and delivery of this Assignment Agreement by the Assignor is
duly

                                       66
<PAGE>   72
authorized. It is understood and agreed that the assignment and assumption
hereunder are made without recourse to the Assignor and that the Assignor makes
no other representation or warranty of any kind to the Assignee. Neither the
Assignor nor any of its officers, directors, employees, agents or attorneys
shall be responsible for (i) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of any Loan Document,
including without limitation, documents granting the Assignor and the other
Lenders a security interest in assets of the Borrower or any Guarantor, (ii) any
representation, warranty or statement made in or in connection with any of the
Loan Documents, (iii) the financial condition or creditworthiness of the
Borrower or any Guarantor, (iv) the performance of or compliance with any of the
terms or provisions of any of the Loan Documents, (v) inspecting any of the
property, books or records of the Borrower or any Guarantor, (vi) the validity,
enforceability, perfection, priority, condition, value or sufficiency of any
collateral securing or purporting to secure the Loans or (vii) any mistake,
error of judgment, or action taken or omitted to be taken in connection with the
Loans or the Loan Documents.

         7. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i)
confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements requested by the Assignee and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment Agreement, (ii) agrees that
it will, independently and without reliance upon the Agent, the Assignor or any
other Lender and based on such documents and information at it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, (iii) appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers
under the Loan Documents as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, (iv) confirms
that the execution and delivery of this Assignment Agreement by the Assignee is
duly authorized, (v) agrees that it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Documents are required to
be performed by it as a Lender, (vi) agrees that its payment instructions and
notice instructions are as set forth in the attachment to Schedule 1, (vii)
confirms that none of the funds, monies, assets or other consideration being
used to make the purchase and assumption hereunder are "plan assets" as defined
under ERISA and that its rights, benefits and interests in and under the Loan
Documents will not be "plan assets" under ERISA, (viii) agrees to indemnify and
hold the Assignor harmless against all losses, costs and expenses (including,
without limitation, reasonable attorneys' fees) and liabilities incurred by the
Assignor in connection with or arising in any manner from the Assignee's
non-performance of the obligations assumed under this Assignment Agreement, and
(ix) if applicable, attaches the forms prescribed by the Internal Revenue
Service of the United States certifying that the Assignee is entitled to receive
payments under the Loan Documents without deduction or withholding of any United
States federal income taxes.


         8. GOVERNING LAW. This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Ohio.

         9. NOTICES. Notices shall be given under this Assignment Agreement in
the manner set forth in the Credit Agreement. For the purpose hereof, the
addresses of the parties hereto (until notice of a change is delivered) shall be
the address set forth in the attachment to Schedule 1.

         10. COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may
be executed in counterparts. Transmission by facsimile of an executed
counterpart of this Assignment Agreement shall be deemed to constitute due and
sufficient delivery of such counterpart and such facsimile shall be deemed to be
an original counterpart of this Assignment Agreement.

                                       67
<PAGE>   73
         IN WITNESS WHEREOF, the duly authorized officers of the parties hereto
have executed this Assignment Agreement by executing Schedule 1 hereto as of the
date first above written.

                                       68
<PAGE>   74
                                   SCHEDULE 1
                             to Assignment Agreement

1.       Description and Date of Credit Agreement:

2.       Date of Assignment Agreement: ______________, ______

3.       Amounts (As of Date of Item 2 above):

<TABLE>
<CAPTION>
                                                     Facility          Facility         Facility          Facility
                                                        1*                 2*              3*                4*
                                                     --------          ---------        --------          --------
<S>                                                 <C>                <C>              <C>               <C>
         a.       Assignee's percentage
                  of each Facility purchased
                  under the Assignment
                  Agreement**                                %                  %               %                 %
                                                     --------          ---------        --------          --------

         b.       Amount of
                  each Facility
                  purchased
                  under the Assignment
                  Agreement***                      $                 $                $                 $
                                                     --------          ---------        --------          --------
</TABLE>

4.       Assignee's Commitment (or
         Outstanding Credit Exposure
         with respect to terminated
         Commitments) purchased
         hereunder:                                    $
                                                        -----------

5.       Proposed Effective Date:
                                                        -----------------

6.       Non-standard Recordation Fee
         Arrangement                                             N/A***
                                                        [Assignor/Assignee
                                                         to pay 100% of fee]
                                                        [Fee waived by Agent]
Accepted and Agreed:

[NAME OF ASSIGNOR]                     [NAME OF ASSIGNEE]

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

                                       69
<PAGE>   75
ACCEPTED AND CONSENTED TO**** BY            ACCEPTED AND CONSENTED TO BY
[NAME OF BORROWER]                          [NAME OF AGENT]

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


*    Insert specific facility names per Credit Agreement
**   Percentage taken to 10 decimal places
***  If fee is split 50-50, pick N/A as option
**** Delete if not required by Credit Agreement

                                       70
<PAGE>   76
                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

                        ADMINISTRATIVE INFORMATION SHEET
                        --------------------------------

         Attach Assignor's Administrative Information Sheet, which must
           include notice addresses for the Assignor and the Assignee
                            (Sample form shown below)

                              ASSIGNOR INFORMATION
                              --------------------
CONTACT:
-------

Name:                                      Telephone No.:
     -------------------------------                     -----------------------
Fax No.:                                   Telex No.:
         ---------------------------                 ---------------------------
                                           Answerback:
                                                      --------------------------

PAYMENT INFORMATION:
-------------------

Name & ABA # of Destination Bank:
                                 -----------------------------------------------

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

Account Name & Number for Wire Transfer:
                                        ----------------------------------------

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

Other Instructions:
                   -------------------------------------------------------------

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

ADDRESS FOR NOTICES FOR ASSIGNOR:
--------------------------------        ----------------------------------------

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

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


                              ASSIGNEE INFORMATION
                              --------------------
CREDIT CONTACT:
--------------

Name:                                      Telephone No.:
     --------------------------------                    -----------------------
Fax No.:                                   Telex No.:
         ----------------------------                ---------------------------
                                           Answerback:
                                                      --------------------------
KEY OPERATIONS CONTACTS:
-----------------------

Booking Installation:                      Booking Installation:
                     ----------------                           ----------------
Name:                                      Name:
     --------------------------------           --------------------------------
Telephone No.:                             Telephone No.:
              -----------------------                    -----------------------
Fax No.:                                   Fax No.:
         ----------------------------              -----------------------------
Telex No.:                                 Telex No.:
           --------------------------                ---------------------------
Answerback:                                Answerback:
           --------------------------                 --------------------------

                                       71
<PAGE>   77
PAYMENT INFORMATION:
-------------------

Name & ABA # of Destination Bank:
                                 -----------------------------------------------

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

Account Name & Number for Wire Transfer:
                                        ----------------------------------------

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

Other Instructions:
                   -------------------------------------------------------------

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

ADDRESS FOR NOTICES FOR ASSIGNEE:
--------------------------------        ----------------------------------------

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

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

                                       72
<PAGE>   78
         BANK ONE INFORMATION
         --------------------

         Assignee will be called promptly upon receipt of the signed agreement.

INITIAL FUNDING CONTACT:                   SUBSEQUENT OPERATIONS CONTACT:
-----------------------                    -----------------------------

Name:                                      Name:
      -----------------------------              -------------------------------
Telephone No.:  (   )                      Telephone No.:  (   )
               ---------------------                      ----------------------
Fax No.:  (   )                                     Fax No.: (   )
         ---------------------------                         -------------------
                                           Bank One Telex No.:
                                                               -----------------
INITIAL FUNDING STANDARDS:
-------------------------

Libor - Fund 2 days after rates are set.

BANK ONE WIRE INSTRUCTIONS:         Bank One, NA, ABA #
--------------------------                             ----------------
                                            LS2 Incoming Account #
                                                                  --------------
                                            Ref:
                                                ---------------

ADDRESS FOR NOTICES FOR BANK ONE:   1 Bank One Plaza, Chicago, Illinois  60670
--------------------------------    Attn:
                                         ------------------------
                                    Fax No. (312)               or (312)
                                                  ------------          --------

                                       73
<PAGE>   79
                                    EXHIBIT D
                 LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To Bank One, NA,
as Agent (the "Agent") under the Credit Agreement
Described Below.

Re:      Credit Agreement, dated February 13, 2001 (as the same may be amended
         or modified, the "Credit Agreement"), among Lancaster Colony
         Corporation(the "Borrower"), the Lenders party thereto, the LC Issuer
         and the Agent. Capitalized terms used herein and not otherwise defined
         herein shall have the meanings assigned thereto in the Credit
         Agreement.

         The Agent is specifically authorized and directed to act upon the
following standing money transfer instructions with respect to the proceeds of
Advances or other extensions of credit from time to time until receipt by the
Agent of a specific written revocation of such instructions by the Borrower,
provided, however, that the Agent may otherwise transfer funds as hereafter
directed in writing by the Borrower in accordance with Section 13.1 of the
Credit Agreement or based on any telephonic notice made in accordance with
Section 2.15 of the Credit Agreement.

Facility Identification Number(s)
                                 -----------------------------------------------

Customer/Account Name
                     -----------------------------------------------------------

Transfer Funds To
                 ---------------------------------------------------------------

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

For Account No.
               -----------------------------------------------------------------

Reference/Attention To
                      ----------------------------------------------------------

Authorized Officer (Customer Representative)  Date
                                                  ------------------------------

---------------------------------             ----------------------------------
(Please Print)                                Signature

Bank Officer Name                             Date
                                                  ------------------------------

--------------------------------              ----------------------------------
(Please Print)                                Signature


    (Deliver Completed Form to Credit Support Staff For Immediate Processing)

                                       74
<PAGE>   80
                                    EXHIBIT E
                                      NOTE


                                                                          [Date]


         _______________________, a ___________________ (the "Borrower"),
promises to pay to the order of ____________________________________ (the
"Lender") the aggregate unpaid principal amount of all Loans made by the Lender
to the Borrower pursuant to Article II of the Agreement (as hereinafter
defined), in immediately available funds at the main office of Bank One, NA in
Chicago, Illinois, as Agent, together with interest on the unpaid principal
amount hereof at the rates and on the dates set forth in the Agreement. The
Borrower shall pay the principal of and accrued and unpaid interest on the Loans
in full on the Facility Termination Date.

         The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.

         This Note is one of the Notes issued pursuant to, and is entitled to
the benefits of, the Credit Agreement dated as of February 13, 2001 (which, as
it may be amended or modified and in effect from time to time, is herein called
the "Agreement"), among the Borrower, the lenders party thereto, including the
Lender, the LC Issuer and Bank One, NA, as Agent, to which Agreement reference
is hereby made for a statement of the terms and conditions governing this Note,
including the terms and conditions under which this Note may be prepaid or its
maturity date accelerated. This Note is guaranteed pursuant to the Guaranty, all
as more specifically described in the Agreement, and reference is made thereto
for a statement of the terms and provisions thereof. Capitalized terms used
herein and not otherwise defined herein are used with the meanings attributed to
them in the Agreement.


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

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

                                       75
<PAGE>   81
                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                             NOTE OF______________,
                                DATED __________,


                  Principal           Maturity         Principal
                  Amount of          of Interest        Amount           Unpaid
     Date           Loan               Period            Paid            Balance
--------------------------------------------------------------------------------




                                       76
<PAGE>   82
                                   SCHEDULE 1

                       SUBSIDIARIES AND OTHER INVESTMENTS
                           (See Sections 5.8 and 6.13)

<TABLE>
--------------------------------------------- ------------------ ------------------------------------------- --------------
<CAPTION>
                 INVESTMENT                    JURISDICTION OF                     OWNED                        PERCENT
                     IN                         ORGANIZATION                         BY                        OWNERSHIP
--------------------------------------------- ------------------ ------------------------------------------- --------------
<S>                                           <C>                <C>                                         <C>
Barr, Inc.                                    USA/OH             Lancaster Colony Corporation                100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
E. O. Brody Company                           USA/OH             Lancaster Colony Corporation                100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
Colony Printing & Labeling, Inc.              USA/IN             Indiana Glass Company                       100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
Consolidated Petroleum Corporation            USA/OH             Lancaster Colony Corporation                100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
Dee-Zee, Inc.                                 USA/OH             Lancaster Colony Corporation                100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
Fostoria Glass Company                        USA/WV             Lancaster Colony Corporation                100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
Fostoria Glass, LLC                           USA/OH             Lancaster Glass Corporation/                100%
                                                                 Consolidated Petroleum Corporation
--------------------------------------------- ------------------ ------------------------------------------- --------------
Fragrance De-lite, Inc.                       USA/OH             Lancaster Colony Corporation                100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
Indiana Glass Company                         USA/IN             Lancaster Glass Corporation/Lancaster       100%
                                                                 Colony Corporation
--------------------------------------------- ------------------ ------------------------------------------- --------------
Jackson Plastics Operations, Inc.             USA/OH             Pretty Products, Inc.                       100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
LaGrange Molded Products, Inc.                USA/DE             Lancaster Colony Corporation                100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
LRV Acquisition Corp.                         USA/OH             Pretty Products, Inc.                       100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
Lancaster Colony Commercial Products, Inc.    USA/OH             Lancaster Colony Corporation                100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
Lancaster Colony Exports, Inc.                Virgin Islands     Lancaster Colony Corporation                100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
Lancaster Energy Corporation                  USA/OH             Lancaster Colony Corporation                100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
Lancaster Glass Corporation                   USA/OH             Lancaster Colony Corporation                100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
T. Marzetti Company                           USA/OH             Lancaster Colony Corporation                100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
NMC Capital Company                           USA/OH             Lancaster Colony Corporation                100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
New York Frozen Foods, Inc.                   USA/OH             T. Marzetti Company                         100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
Pretty Products, Inc.                         USA/OH             Lancaster Colony Corporation                100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
Quality Bakery Company                        USA/OH             T. Marzetti Company                         100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
Reames Foods, Inc.                            USA/IA             T. Marzetti Company                         100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
Sister Schubert's Homemade Rolls, Inc.        USA/AL             T. Marzetti Company                         100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
Tiara de Mexico                               MEXICO             Lancaster Colony Corporation/Indiana        100%
                                                                 Glass Company
--------------------------------------------- ------------------ ------------------------------------------- --------------
Waycross Molded Products                      OH/USA             Lancaster Colony Corporation                100%
--------------------------------------------- ------------------ ------------------------------------------- --------------
</TABLE>

                                       77