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                                                                Exhibit (10) (a)
===============================================================================





                                CREDIT AGREEMENT

                                   DATED AS OF
                                 APRIL 24, 2001




                                      AMONG

                                   LESCO, INC.
                                   AS BORROWER



                     THE LENDING INSTITUTIONS NAMED THEREIN
                                   AS LENDERS



                               NATIONAL CITY BANK
                                 AS A LENDER AND
                             AS ADMINISTRATIVE AGENT


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         CREDIT AGREEMENT, dated as of April 24, 2001(herein, as amended,
supplemented or otherwise modified from time to time, "THIS AGREEMENT"), among
the following:

         (i) LESCO, INC., an Ohio corporation (herein, together with its
successors and assigns, the "BORROWER");

        (ii) the lending institutions listed in Annex I hereto (herein, together
with its or their successors and assigns, each a "LENDER" and collectively, the
"LENDERS");

       (iii) NATIONAL CITY BANK, a national banking association, as one of the
Lenders, and as administrative agent (the "ADMINISTRATIVE AGENT"):


         PRELIMINARY STATEMENTS:

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


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


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

    NOW, THEREFORE, it is agreed:



SECTION 1. DEFINITIONS AND TERMS.


1.1. CERTAIN DEFINED TERMS. As used herein, the following terms shall have the
meanings herein specified unless the context otherwise requires:


     "ACQUISITION" shall mean and include (i) any acquisition on a going concern
basis (whether by purchase, lease or otherwise) of any facility and/or business
operated by any person who is not a Subsidiary of the Borrower, and (ii)
acquisitions of a majority of the outstanding equity or other similar interests
in any such person (whether by merger, stock purchase or otherwise).



     "ADJUSTED EURODOLLAR RATE" shall mean with respect to each Interest Period
for a Eurodollar Loan, (i) the rate per annum, determined by the Administrative
Agent in accordance with its usual procedures (which determination shall be
conclusive absent manifest error), as provided by Dow Jones Markets Service,
Bloomberg's or Reuters (or any similar company or service that provides rate
quotations comparable to those currently provided by such companies) as the rate
in the London interbank market for Dollar deposits of $1,000,000 in same day
funds for a maturity corresponding to such Interest Period as of 11:00 A.M.
(London time) on the date which is two Business Days prior to the commencement
of such Interest Period, divided (and rounded upward to the nearest 1/16th of
1%) by (ii) a percentage equal to 100% minus the then stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves and without benefit of credits for
proration, exceptions or offsets which may be available from time to time)
applicable to any member bank of the Federal Reserve System in respect of
Eurocurrency liabilities as defined in Regulation D (or any successor category
of liabilities under Regulation D). In the event that such rate is not available
at such time for any reason, the rate referred to in clause (i) above shall be
the interest rate per annum equal to the average (rounded upward to the nearest
1/16th of 1% per annum), of the rate per annum at which Dollar deposits of
$1,000,000 for a maturity corresponding to the Interest Period are offered to
each of the Reference Banks by prime banks in the London interbank Eurodollar
market, determined as of 11:00 A.M. (London time) on the date which is two
Business Days prior to the commencement of such Interest Period.


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


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



      "AGREEMENT" shall have the meaning provided in the introductory paragraph
of this Agreement.



      "APPLICABLE EURODOLLAR MARGIN" shall mean 175 basis points.


      "APPLICABLE FACILITY FEE RATE" shall mean 50 basis points.


      "APPLICABLE LENDING OFFICE" shall mean, with respect to each Lender, (i)
such Lender's Domestic Lending Office in the case of Borrowings consisting of
Prime Rate Loans and (ii) such Lender's Eurodollar Lending Office in the case of
Borrowings consisting of Eurodollar Loans.


      "ASSET SALE" shall mean the sale, transfer or other disposition (including
by means of Sale and Lease-Back Transactions, and by means of mergers,
consolidations, and liquidations of a corporation, partnership or limited
liability company of the interests therein of the Borrower or any Subsidiary) by
the Borrower or any Subsidiary to any person other than the Borrower or any
Subsidiary of any of their respective assets, PROVIDED that the term Asset Sale
specifically excludes any sales, transfers or other dispositions of inventory,
or obsolete or excess furniture, fixtures, equipment or other property, real or
personal, tangible or intangible, in each case in the ordinary course of
business.


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


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


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


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


      "BORROWING" shall mean the incurrence of General Revolving Loans
consisting of one Type of Loan, by the Borrower from all of the Lenders having
Commitments in respect thereof on a PRO RATA basis on a given date (or resulting
from Conversions or Continuations on a given date), having in the case of
Eurodollar Loans the same Interest Period.


      "BUSINESS DAY" shall mean: (i) for all purposes other than as covered by
clause (ii) below, any day excluding Saturday, Sunday and any day which shall be
in the city in which the Payment Office is located a legal holiday or a day on
which banking institutions are authorized by law or other governmental actions
to close; and (ii) with respect to all notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, any day which
is a Business Day described in clause (i) and which is also a day for trading by
and between banks in U.S. dollar deposits in the interbank Eurodollar market.


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3.

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

5.

6. "CAPITALIZED LEASE OBLIGATIONS" shall mean all obligations under Capital
Leases of the Borrower or any of its Subsidiaries in each case taken at the
amount thereof accounted for as liabilities identified as "capital lease
obligations" (or any similar words) on a consolidated balance sheet of the
Borrower and its Subsidiaries prepared in accordance with GAAP.

7.

8. "CASH EQUIVALENTS" shall mean any of the following:

9.

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

                  (ii) U.S. dollar denominated time deposits, certificates of
         deposit and bankers' acceptances of (x) any Lender or (y) any bank
         whose short-term commercial paper rating from S&P is at least A-1 or
         the equivalent thereof or from Moody's is at least P-1 or the
         equivalent thereof (any such bank, an "APPROVED BANK"), in each case
         with maturities of not more than 180 days from the date of acquisition;

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

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

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

         "CASH PROCEEDS" shall mean, with respect to any Asset Sale, the
aggregate cash payments (including any cash received by way of deferred payment
pursuant to a note receivable issued in connection with such Asset Sale, other
than the portion of such deferred payment constituting interest, but only as and
when so received) received by the Borrower or a Subsidiary, as the case may be,
from such Asset Sale.

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

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

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



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         nomination for election was previously so approved), shall cease for
         any reason to constitute a majority of the directors then in office;

                  (ii) any person or group (as such term is defined in section
         13(d)(3) of the 1934 Act), other than the Borrower, any trustee or
         other fiduciary holding securities under an employee benefit plan of
         the Borrower, or any members of the Current Holder Group, shall
         acquire, directly or indirectly, beneficial ownership (within the
         meaning of Rule 13d-3 and 13d-5 of the 1934 Act) of more than 35%, on a
         fully diluted basis, of the economic or voting interest in the
         Borrower's capital stock;

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

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

                  (v) any "change in control" or any similar term as defined in
         any of the indentures, credit agreements, note or securities purchase
         agreements, or other agreements or instruments governing any
         Indebtedness of the Borrower or any of its Subsidiaries with an
         outstanding principal amount, or providing for commitments to lend or
         otherwise invest or purchase in an outstanding principal amount, of at
         least $10,000,000 (or the equivalent amount in any other currency).

As used in this definition, the term"CURRENT HOLDER GROUP" shall mean: (i) those
persons, if any, who as of the Closing Date have disclosed in filings with the
SEC their beneficial ownership of more than 5% of the outstanding shares of
capital stock of the Borrower; (ii) those other persons who are officers and
directors of the Borrower at the Closing Date; (iii) the spouses, heirs,
legatees, descendants and blood relatives to the third degree of consanguinity
of any such person; (iv) the executors and administrators of the estate of any
such person, and any court appointed guardian of any such person; and (v) any
trust, family partnership or similar investment entity for the benefit of any
such person referred to in the foregoing clauses (i), (ii) and (iii) or any
other persons (including for charitable purposes), so long as one or more
members of the Current Holder Group has the exclusive or a joint right to
control the voting and disposition of securities held by such trust, family
partnership or other investment entity.

         "CLOSING DATE" shall mean April 24, 2001.

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

         "COLLATERAL" shall mean, collectively, all property, if any, securing
the Obligations or any part thereof.

         "COMMITMENT" shall mean, with respect to each Lender, its General
Revolving Commitment.

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

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         "CONSOLIDATED CAPITAL EXPENDITURES" shall mean, for any period, the
aggregate of all expenditures for property, plant or equipment (whether paid in
cash or accrued as liabilities and including in all events amounts expended or
capitalized under Capital Leases and Synthetic Leases but excluding any amount
representing capitalized interest) by the Borrower and its Subsidiaries during
that period.

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

         "CONSOLIDATED EBIT" shall mean, for any period, Consolidated Net Income
for such period; PLUS (A) the sum (without duplication) of the amounts for such
period included in determining such Consolidated Net Income of (i) Consolidated
Interest Expense, (ii) Consolidated Income Tax Expense and (iii) extraordinary
and other non-recurring non-cash losses and charges; LESS (B) gains on sales of
assets and other extraordinary or other non-recurring gains; all as determined
for the Borrower and its Subsidiaries on a consolidated basis in accordance with
GAAP.

         Notwithstanding anything to the contrary contained herein, the
Borrower's Consolidated EBIT for any Testing Period shall: (x) include the
appropriate financial items for any person or business unit which has been
acquired by the Borrower for any portion of such Testing Period prior to the
date of acquisition; and (y) exclude the appropriate financial items for any
person or business unit which has been disposed of by the Borrower, for the
portion of such Testing Period prior to the date of disposition.

         "CONSOLIDATED EBITDA" shall mean, for any period, Consolidated EBIT for
such period; PLUS the sum (without duplication) of the amounts for such period
included in determining Consolidated Net Income of (i) Consolidated Depreciation
Expense, and (ii) Consolidated Amortization Expense, all as determined for the
Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.

         Notwithstanding anything to the contrary contained herein, the
Borrower's Consolidated EBITDA for any Testing Period shall: (x) include the
appropriate financial items for any person or business unit which has been
acquired by the Borrower for any portion of such Testing Period prior to the
date of acquisition; and (y) exclude the appropriate financial items for any
person or business unit which has been disposed of by the Borrower, for the
portion of such Testing Period prior to the date of disposition.

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

         "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, total
interest expense (including that which is capitalized, that which is
attributable to Capital Leases, the Permitted Asset Securitization and Synthetic
Leases and the pre-tax equivalent of dividends payable on Redeemable Preferred
Stock) of the Borrower and its Subsidiaries on a consolidated basis with respect
to all outstanding Indebtedness of the Borrower and its Subsidiaries including,
without limitation, all commissions, discounts and other fees and charges owed
with respect to letters of credit and net costs under Hedge Agreements, BUT
EXCLUDING, HOWEVER, any amortization or write-off of deferred financing costs
and any charges for prepayment penalties on prepayment of Indebtedness.

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

         "CONSOLIDATED NET WORTH" shall mean at any time for the determination
thereof: (i) all amounts which, in conformity with GAAP, would be included under
the caption "total stockholders' equity" (or any like caption) on a consolidated
balance sheet of the Borrower as at such date (I.E., the sum of the entries


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for (1) the par or stated value of common stock and preferred stock (but
excluding treasury stock and capital stock subscribed and unissued), (2) paid-in
capital and (3) retained earnings (or deficit)); MINUS (ii) to the extent
included in clause (i), all amounts properly attributable to minority interests,
if any, in the stock or other equity of Subsidiaries; PROVIDED that in no event
shall Consolidated Net Worth include any amounts in respect of Redeemable Stock.

         "CONSOLIDATED RENTAL EXPENSE" shall mean, for any period, total rental
expense of the Borrower and its Subsidiaries, including the interest portion of
all Capitalized Leases and Synthetic Leases if such amount is not reflected in
Consolidated Interest Expense, all as determined for the Borrower and its
Subsidiaries on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED TOTAL ADJUSTED CAPITAL" shall mean at any time: (i)
Consolidated Total Debt at such time; PLUS (ii) Consolidated Net Worth as of the
end of its most recent fiscal quarter for which the Borrower's consolidated
financial statements have been furnished to the Lenders under this Agreement;
PLUS (iii) to the extent deducted in determining such Consolidated Net Worth,
all amounts properly attributable to minority interests, if any, in the stock or
other equity of Subsidiaries; MINUS (iv) the aggregate amount of goodwill and
intangible assets of the Borrower and its Subsidiaries as of the end of such
fiscal quarter, as determined in accordance with GAAP.

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

         "CONSOLIDATED TOTAL DEBT" shall mean the sum (without duplication) of
the principal amount (or Capitalized Lease Obligation, in the case of a Capital
Lease, or present value, based on the implicit interest rate, in the case of any
Synthetic Lease, or the higher of liquidation value or stated value, in the case
of Redeemable Stock) of all Indebtedness of the Borrower and of each of its
Subsidiaries, all as determined on a consolidated basis, PROVIDED that for
purposes of this definition no obligations under Hedge Agreements shall be
considered in determining Consolidated Total Debt.

         "CONTINUE", "CONTINUATION" and "CONTINUED" each refers to a
continuation of a General Revolving Loan which is a Eurodollar Loan for an
additional Interest Period as provided in section 2.9.

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

         "CREDIT DOCUMENTS" shall mean this Agreement, each Guaranty of Payment
and the Notes.

         "CTP" shall mean Commercial Turf Products, Ltd., an Ohio limited
liability company, and its successors and assigns.

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

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

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

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

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         "EFFECTIVE DATE" shall be May 14, 2001.

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

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

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

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

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

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

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

         "EURODOLLAR LENDING OFFICE" shall mean, with respect to any Lender, the
office of such Lender specified as its Eurodollar Lending Office in Annex I or
in the Assignment Agreement pursuant to which it


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became a Lender, or such other office or offices for Eurodollar Loans of such
Lender as such Lender may from time to time specify to the Borrower and the
Administrative Agent.

         "EURODOLLAR LOANS" shall mean each Loan bearing interest at the rates
provided in section 2.8(b).

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

         "EXCLUDED SUBSIDIARIES" shall mean LESCO.Com, LESCO Service Centers and
the Receivables Subsidiary.

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

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

         "FACILITY" shall mean the General Revolving Facility.

         "FACILITY FEE" shall have the meaning provided in section 3.1(a).

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

         "FEES" shall mean all amounts payable pursuant to, or referred to in,
section 3.

         "FINANCIAL PROJECTIONS" shall have the meaning provided in section
7.8(b).

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

         "GENERAL REVOLVING COMMITMENT" shall mean, with respect to each Lender,
the amount, if any, set forth opposite such Lender's name in Annex I as its
"General Revolving Commitment", as the same may be reduced from time to time
pursuant to section 4.1, 4.2 and/or 10.2 or adjusted from time to time as a
result of assignments to or from such Lender pursuant to section 12.4.

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

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

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

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

         "GRANTING LENDER" shall have the meaning provided in section 12.4(f).

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<PAGE>   10

         "GUARANTOR OF PAYMENT" shall mean each of the Subsidiaries set forth on
Annex VI hereto that are each executing and delivering a Guaranty of Payment, or
any other person that shall deliver a Guaranty of Payment to the Administrative
Agent subsequent to the Closing Date.

         "GUARANTY OF PAYMENT" shall mean each of the Guaranties of Payment
executed and delivered on or after the Closing Date in connection herewith by
the Guarantors of Payment, as the same may from time to time be amended,
restated or otherwise modified.

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

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

         "HEDGE AGREEMENT" shall mean (i) any interest rate swap agreement, any
interest rate cap agreement, any interest rate collar agreement or other similar
agreement or arrangement, and (ii) any currency swap agreement, forward currency
purchase agreement or similar agreement or arrangement.

         "INDEBTEDNESS" of any person shall mean without duplication:

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

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

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

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

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

                                       9
<PAGE>   11

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

                  (vii) all Capitalized Lease Obligations of such person and all
         obligations of such person with respect to any asset-securitization or
         other similar facility, including, but not limited to, the Permitted
         Asset Securitization;

                  (viii) the present value, determined on the basis of the
         implicit interest rate, of all basic rental obligations under all
         Synthetic Leases of such person;

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

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

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

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

                  (xiii) all Guaranty Obligations of such person;

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

         "INDEMNITIES" shall have the meaning provided in section 12.1(e).

         "INTEREST AND RENT COVERAGE RATIO" shall mean, for any Testing Period,
the ratio of: (i) Consolidated EBIT PLUS Consolidated Rental Expense, for such
Testing Period; TO (ii) the sum of Consolidated Interest Expense and
Consolidated Rental Expense for such Testing Period, in each case on a
consolidated basis for the Borrower and its Subsidiaries for such Testing
Period; PROVIDED that, notwithstanding anything to the contrary contained
herein, the Borrower's Interest and Rent Coverage Ratio for any Testing Period
shall: (x) include the appropriate financial items for any person or business
unit which has been acquired by the Borrower on a going concern basis for any
portion of such Testing Period prior to the date of acquisition; and (y) exclude
the appropriate financial items for any person or business unit which has been
disposed of by the Borrower, for the portion of such Testing Period prior to the
date of disposition.

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

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

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

                                       10
<PAGE>   12

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

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

         "LESCO SERVICE CENTERS" shall mean LESCO Service Centers, Inc., an Ohio
corporation and a Wholly-Owned Subsidiary of the Borrower.

         "LESCO.COM" shall mean LESCO.Com, Inc., an Ohio corporation and a
Wholly-Owned Subsidiary of the Borrower.

         "LEVERAGE RATIO" shall mean, for any Testing Period, the ratio of: (a)
the amount of Consolidated Total Debt at such time TO (b) Consolidated EBITDA
for such Testing Period, in each case on a consolidated basis for the Borrower
and its Subsidiaries for such Testing Period ; PROVIDED, HOWEVER, that,
notwithstanding anything in this Agreement to the contrary, in determining
Consolidated Total Debt for the purposes of calculating the Leverage Ratio for
any Testing Period, the Borrower shall include the aggregate amount of the
Permitted Asset Securitization as of the end of such Testing Period.

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

         "LOAN" shall have the meaning provided in section 2.1 and shall include
any General Revolving Loan.

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

         "MATERIAL ADVERSE EFFECT" shall mean any or all of the following: (i)
any material adverse effect on the business, operations, property, assets,
liabilities or condition (financial or otherwise) of, when used with reference
to the Borrower and/or any of its Subsidiaries, the Borrower and its
Subsidiaries, taken as a whole, or when used with reference to any other person,
such person and its Subsidiaries, taken as a whole, as the case may be; (ii) any
material adverse effect on the ability of the Borrower to perform its
obligations under the Credit Documents to which it is a party; (iii) any
material adverse effect on the ability of the Borrower and its Subsidiaries,
taken as a whole, to pay their liabilities and obligations as they mature or
become due; or (iv) any material adverse effect on the validity, effectiveness
or enforceability, as against the Borrower, of any of the Credit Documents to
which it is a party.

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

         "MATURITY DATE" shall mean May 13, 2002, or in any event such earlier
date on which the Total Commitment is terminated.

         "MINIMUM BORROWING AMOUNT" shall mean for General Revolving Loans which
are: (A) Prime Rate Loans, $500,000, with minimum increments thereafter of
$100,000; or (B) Eurodollar Loans, $1,000,000, with minimum increments
thereafter of $100,000.

                                       11
<PAGE>   13

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

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

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

         "NCB" shall mean National City Bank, a national banking association,
together with its successors and assigns.

         "NET CASH PROCEEDS" shall mean, with respect to any Asset Sale, the
Cash Proceeds resulting therefrom net of (i) reasonable and customary expenses
of sale incurred in connection with such Asset Sale, and other reasonable and
customary fees and expenses incurred, and all state, and local taxes paid or
reasonably estimated to be payable by such person, as a consequence of such
Asset Sale and the payment of principal, premium and interest of Indebtedness
secured by the asset which is the subject of the Asset Sale and required to be,
and which is, repaid under the terms thereof as a result of such Asset Sale,
(ii) amounts of any distributions payable to holders of minority interests in
the relevant person or in the relevant property or assets and (iii) incremental
income taxes paid or payable as a result thereof.

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

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

         "NOTE" shall mean a General Revolving Note.

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

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

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

         "NOTICE OFFICE" shall mean the office of the Administrative Agent at
National City Center, 1900 East Ninth Street, Cleveland, Ohio 44114, Attention:
Agent Services Division (facsimile: (216) 575-2481), or such other office,
located in a city in the United States Eastern Time Zone, as the Administrative
Agent may designate to the Borrower from time to time.

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

         "OPERATING LEASE" as applied to any person shall mean any lease of any
property (whether real, personal or mixed) by that person as lessee which, in
conformity with GAAP, is not accounted for as a Capital Lease on the balance
sheet of that person.

         "PAYMENT OFFICE" shall mean the office of the Administrative Agent at
National City Center, 1900 East Ninth Street, Cleveland, Ohio 44114, Attention:
Agent Services Division (facsimile: (216) 575-2481), or such other office,
located in a city in the United States Eastern Time Zone, as the Administrative
Agent may designate to the Borrower from time to time.

                                       12
<PAGE>   14

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

         "PERMITTED ACQUISITION" shall mean and include any Acquisition as to
which all of the following conditions are satisfied:

                  (i) such Acquisition involves a line or lines of business
         which is complementary to the lines of business in which the Borrower
         and its Subsidiaries, considered as an entirety, are engaged on the
         Closing Date, UNLESS the Required Lenders specifically approve or
         consent to such Acquisition in writing;

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

                  (iii) if as a result of an Acquisition a person becomes a
         Subsidiary of the Borrower, such Subsidiary shall be a Wholly-Owned
         Subsidiary;

                  (iv) the aggregate consideration for such Acquisition,
         including the principal amount of any assumed Indebtedness and (without
         duplication) any Indebtedness of any acquired person or persons, does
         not exceed $10,000,000, UNLESS the Required Lenders specifically
         approve or consent to such Acquisition, which consent shall not be
         unreasonably withheld;

                  (v) the aggregate consideration for such Acquisition and all
         other Permitted Acquisitions completed within the preceding 12 month
         period, including the principal amount of any assumed Indebtedness and
         (without duplication) any Indebtedness of any acquired person or
         persons, does not exceed $20,000,000, UNLESS the Required Lenders
         specifically approve or consent to such Acquisition, which consent
         shall not be unreasonably withheld; and

                  (vi) the Borrower would, after giving effect to such
         Acquisition, be in compliance, on a PRO FORMA basis, with the financial
         covenants contained in sections 9.7, 9.8 and 9.9, such PRO FORMA ratios
         being determined:

                           (A) as if (x) such Acquisition had been completed at
                  the beginning of the most recent period of four consecutive
                  fiscal quarters of the Borrower for which financial
                  information for the Borrower and the business or person to be
                  acquired, is available, and (y) any such Indebtedness incurred
                  to finance such Acquisition had been outstanding for such
                  period; and

                           (B) without giving effect to any credit for
                  unobtained or unrealized gains in connection with such
                  Acquisition, but taking into account such adjustments to the
                  overhead of such properties and assets as may reasonably
                  determined and specified by the Borrower to reflect the
                  overhead generally applicable to similar properties and assets
                  owned by the Borrower and its Subsidiaries, as and to the
                  extent the Administrative Agent determines (acting on
                  instructions from the Required Lenders) such adjustments to be
                  reasonable and appropriate under the particular
                  circumstances);

PROVIDED, that the term Permitted Acquisition specifically excludes any loans,
advances or minority investments otherwise permitted pursuant to section 9.5.

         "PERMITTED ASSET SECURITIZATION" shall mean an asset securitization
facility whereby the Borrower and its Subsidiaries sell or transfer the
Receivables Related Assets of the Borrower and its Subsidiaries to the
Receivables Subsidiary which in turn transfers to a buyer, purchaser or lender
undivided fractional interests in such Receivables Related Assets, so long as
(a) the maximum amount of such facility does not exceed $60,000,000 at any time,
(b) neither the Borrower nor any of its Subsidiaries (other than the Receivables
Subsidiary) shall have incurred any Indebtedness of any kind in connection with
such facility nor shall there be any recourse (other than indemnification of a
type customary for securitization transactions) to the Borrower or any of its
Subsidiaries



                                       13
<PAGE>   15

(other than the Receivables Subsidiary) in connection with such facility, (c)
neither the Borrower nor any of its Subsidiaries (other than the Receivables
Subsidiary) shall have provided, either directly or indirectly, any other credit
support of any kind in connection with such Permitted Asset Securitization, and
(d) the Borrower shall have provided to the Administrative Agent or any Lender
such documentation or other information with respect to such facility as the
Administrative Agent or any such Lender shall reasonably request.

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

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

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

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

         "PRIME RATE LOAN" shall mean each Loan bearing interest at the rate
provided in section 2.8(a).

         "PRINCIPAL OFFICER" shall mean any officer of the Borrower whose title
is (including any titles which is substantially the same as) (i) Chief Executive
Officer, (ii) President, (iii) Chief Financial Officer or Vice
President-Finance, (iv) Treasurer, or (v) General Counsel.

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

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

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

         "RECEIVABLES RELATED ASSETS" shall mean accounts receivable,
instruments, chattel paper, obligations, general intangibles and other similar
assets, in each case relating to receivables subject to the Permitted Asset
Securitization, including interests in merchandise or goods, the sale or lease
of which gave rise to such receivables, related contractual rights (including
rights under the documents executed in connection with the Permitted Asset
Securitization), guaranties, insurance proceeds, collections and proceeds of all
of the foregoing.

         "RECEIVABLES SUBSIDIARY" shall mean LESCO Funding, Inc., a Delaware
corporation and a Wholly-Owned Subsidiary of the Borrower that was established
as a "bankruptcy remote" Subsidiary for the sole purpose of acquiring and
selling the Receivables Related Assets under the Permitted Asset



                                       14
<PAGE>   16


Securitization and that shall not engage in any activities other than in
connection with the Permitted Asset Securitization.

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

         "REFERENCE BANKS" shall mean: (i) NCB; and (ii) any other Lender or
Lenders (x) selected as a Reference Bank by the Administrative Agent and the
Required Lenders and (y) whose selection is approved by the Borrower, such
approval not to be unreasonably withheld or delayed.

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

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

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

         "REQUIRED LENDERS" shall mean: (a) at any time that there are less than
three Lenders, all of the Non-Defaulting Lenders; and (b) at all other times,
Non-Defaulting Lenders whose outstanding General Revolving Loans and Unutilized
General Revolving Commitments constitute more than 66+2/3% of the sum of the
total outstanding General Revolving Loans and Unutilized General Revolving
Commitments of Non-Defaulting Lenders (PROVIDED that, for purposes hereof,
neither the Borrower, nor any of its Affiliates, shall be included in (i) the
Lenders holding such amount of the General Revolving Loans or having such amount
of the Unutilized General Revolving Commitments, or (ii) determining the
aggregate unpaid principal amount of the General Revolving Loans or Unutilized
General Revolving Commitments).

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

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

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

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

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

         "SENIOR NOTES" shall mean: (i) the $5,000,000 aggregate original
principal amount of 6.52% Senior Notes, Series A, due June 15, 2001; (ii) the
$15,000,000 aggregate original principal amount of 6.64% Senior Notes, Series B,
due June 15, 2004; (iii) the $5,000,000 aggregate original principal


                                       15
<PAGE>   17

amount of 6.71% Senior Notes, Series C, due June 15, 2008; and (iv) the
$25,000,000 aggregate original principal amount of 7.00% Senior Notes, Series D,
due June 15, 2008, issued by the Borrower pursuant to the Note Purchase
Agreement, dated as of June 15, 1998.

         "SPC" shall have the meaning provided in section 12.4(f).

         "STANDARD PERMITTED LIENS" shall mean the following:

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

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

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

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

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

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

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

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

         "SUBORDINATED INDEBTEDNESS" shall mean any Indebtedness which has been
subordinated to the Obligations in such manner and to such extent as the
Administrative Agent (acting on instructions from the Required Lenders) may
require.

                                       16
<PAGE>   18

         "SYNTHETIC LEASE" shall mean any lease (i) which is accounted for by
the lessee as an Operating Lease, and (ii) under which the lessee is intended to
be the "owner" of the leased property for Federal income tax purposes.

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

         "TOTAL COMMITMENT" shall mean $20,000,000.

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

         "TYPE" shall mean any type of Loan determined with respect to the
interest option applicable thereto, I.E., a Prime Rate Loan or a Eurodollar
Loan.

         "UCC" shall mean the Uniform Commercial Code as in effect in the State
of Ohio from time to time.

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

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

         "UNUTILIZED GENERAL REVOLVING COMMITMENT" for any Lender at any time
shall mean the excess of (i) such Lender's General Revolving Commitment at such
time over (ii) the principal amount of General Revolving Loans made by such
Lender and outstanding at such time.

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

         "UTILIZATION FEE" shall have the meaning given to such term in section
3.2.

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

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

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


1.3. ACCOUNTING TERMS. Except as otherwise specifically provided herein, all
terms of an accounting or financial nature shall be construed in accordance with
GAAP, as in effect from time to time; PROVIDED that, if the Borrower notifies
the Administrative Agent that the Borrower requests an amendment to any
provision of section 8 or 9 hereof to eliminate the effect of any change
occurring after


                                       17
<PAGE>   19

the Closing Date in GAAP or in the application thereof to such provision (or if
the Administrative Agent notifies the Borrower that the Required Lenders request
an amendment to any such provision hereof for such purposes), regardless of
whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended
in accordance with the requirements of this Agreement.

1.4. TERMS GENERALLY. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and "including" shall be deemed to
be followed by the phrase "without limitation". The word "will" shall be
construed to have the same meaning and effect as the word "shall". Unless the
context requires otherwise: any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein); any reference herein
to any person shall be construed to include such person's successors and
assigns; the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof; all references herein to sections, Annexes and
Exhibits shall be construed to refer to sections of, and Annexes and Exhibits
to, this Agreement; and the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all real property,
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights, and interests in any of the foregoing.

SECTION 2. AMOUNT AND TERMS OF LOANS.

2.1. COMMITMENTS FOR LOANS. Subject to and upon the terms and conditions herein
set forth, each Lender severally agrees to make a loan or loans (each a "LOAN"
and, collectively, the "LOANS") to the Borrower. Loans to the Borrower under the
General Revolving Facility (each a "GENERAL REVOLVING LOAN" and, collectively,
the "GENERAL REVOLVING LOANS") may be made at any time and from time to time on
and after the Effective Date and prior to the Maturity Date; shall be made only
in U.S. Dollars; except as otherwise provided, may, at the option of the
Borrower, be incurred and maintained as, or Converted into, General Revolving
Loans which are either Prime Rate Loans or Eurodollar Loans, PROVIDED that all
General Revolving Loans made as part of the same Borrowing shall, unless
otherwise specifically provided herein, consist of General Revolving Loans of
the same Type; may be repaid or prepaid and reborrowed in accordance with the
provisions hereof; and shall not exceed for any Lender at any time outstanding
the General Revolving Commitment of such Lender at such time.

2.2. MINIMUM BORROWING AMOUNTS, ETC.; PRO RATA BORROWINGS. (a) The aggregate
principal amount of each Borrowing by the Borrower shall not be less than the
Minimum Borrowing Amount. More than one Borrowing may be incurred by the
Borrower on any day, PROVIDED that: (i) if there are two or more Borrowings on a
single day under the General Revolving Facility which consist of Eurodollar
Loans, each such Borrowing shall have a different initial Interest Period; and
(ii) at no time shall there be more than 3 Borrowings under the General
Revolving Facility consisting of Eurodollar Loans outstanding hereunder.

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



                                       18
<PAGE>   20


2.3. PROCEDURES FOR BORROWING. (a) NOTICE OF BORROWING. Whenever the Borrower
desires to incur Loans, it shall give notice to the Administrative Agent at its
Notice Office, in the case of any Borrowing under the General Revolving Facility
of (A) Eurodollar Loans to be made hereunder, prior to 12:00 noon (local time at
its Notice Office), at least three Business Days' prior written or telephonic
notice thereof (in the case of telephonic notice, promptly confirmed in writing
if so requested by the Administrative Agent); or (B) Prime Rate Loans to be made
hereunder, prior to 12:00 noon (local time at its Notice Office), at least same
Business Day's prior written or telephonic notice thereof (in the case of
telephonic notice, promptly confirmed in writing if so requested by the
Administrative Agent).

Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested
by the Administrative Agent to be confirmed in writing), be substantially in the
form of Exhibit B-1, and in any event shall be irrevocable and shall specify:
the Facility under which the Borrowing is to be incurred; the aggregate
principal amount of the Loans to be made pursuant to such Borrowing; the date of
the Borrowing (which shall be a Business Day); whether the Borrowing shall
consist of Prime Rate Loans or Eurodollar Loans; and if the requested Borrowing
consists of Eurodollar Loans, the Interest Period to be initially applicable
thereto. If the Borrower fails to specify in a Notice of Borrowing the Interest
Period for any Eurodollar Loans, such Interest Period shall be deemed to be one
month. The Administrative Agent shall promptly give each Lender which has a
Commitment under any applicable Facility written notice (or telephonic notice
promptly confirmed in writing) of each proposed Borrowing under the applicable
Facility, of such Lender's proportionate share thereof and of the other matters
covered by the Notice of Borrowing relating thereto.

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

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



                                       19
<PAGE>   21

calculated in accordance with section 2.8, for the respective Loans (but without
any requirement to pay any amounts in respect thereof pursuant to section 2.11).

(b) Nothing herein and no subsequent termination of the Commitments pursuant to
section 4.1 or 4.2 shall be deemed to relieve any Lender from its obligation to
fulfill its commitments hereunder and in existence from time to time or to
prejudice any rights which the Borrower may have against any Lender as a result
of any default by such Lender hereunder.


2.5. [INTENTIONALLY OMITTED.]

2.6 NOTES AND LOAN ACCOUNTS. (a) FORMS OF NOTES. The Borrower's obligation to
pay the principal of, and interest on, the Loans made to it by each Lender shall
be evidenced by a promissory note substantially in the form of EXHIBIT A with
blanks appropriately completed in conformity herewith (each a "GENERAL REVOLVING
NOTE" and, collectively, the "GENERAL REVOLVING NOTES").

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

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

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

(e) EFFECT OF LOAN ACCOUNTS, ETC. The entries made in the accounts maintained
pursuant to section 2.6(d) and (e) shall be PRIMA FACIE evidence of the
existence and amounts and amounts of the obligations recorded therein; PROVIDED,
that the failure of any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of
the Borrower to repay or prepay the Loans in accordance with the terms of this
Agreement.

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

2.7. CONVERSIONS OF GENERAL REVOLVING LOANS. The Borrower shall have the option
to Convert on any Business Day all or a portion at least equal to the applicable
Minimum Borrowing Amount of the outstanding principal amount of its General
Revolving Loans of one Type owing by it into a Borrowing or Borrowings pursuant
to the General Revolving Facility of another Type of Loans which can be made
pursuant to such Facility, PROVIDED that:

                                       20

<PAGE>   22


         (a) no partial Conversion of a Borrowing of Eurodollar Loans shall
         reduce the outstanding principal amount of the Eurodollar Loans made
         pursuant to such Borrowing to less than the Minimum Borrowing Amount
         applicable thereto;

         (b) any Conversion of Eurodollar Loans into Prime Rate Loans shall be
         made on, and only on, the last day of an Interest Period for such
         Eurodollar Loans;

         (c) Prime Rate Loans may only be Converted into Eurodollar Loans if no
         Default under section 10.1(a) or Event of Default is in existence on
         the date of the Conversion unless the Required Lenders otherwise agree;
         and

         (d) Prime Rate Loans may not be Converted into Eurodollar Loans during
         any period when such Conversion is not permitted under section 2.10;
         and

         (e) Borrowings of Eurodollar Loans resulting from this section 2.7
         shall conform to the requirements of section 2.2(a).

Each such Conversion shall be effected by the Borrower giving the Administrative
Agent at its Notice Office, prior to 12:00 noon (local time at such Notice
Office), at least three Business Days', in the case of Conversion into a
Eurodollar Loans (or prior to 12:00 noon (local time at such Notice Office) same
Business Day's, in the case of a Conversion into Prime Rate Loans), prior
written notice (or telephonic notice promptly confirmed in writing if so
requested by the Administrative Agent) (each a "NOTICE OF CONVERSION"),
substantially in the form of Exhibit B-2, specifying the Loans to be so
Converted, the Type of Loans to be Converted into and, if to be Converted into a
Borrowing of Eurodollar Loans, the Interest Period to be initially applicable
thereto. The Administrative Agent shall give each Lender prompt notice of any
such proposed Conversion affecting any of its Loans. For the avoidance of doubt,
the prepayment or repayment of any General Revolving Loans out of the proceeds
of other General Revolving Loans by the Borrower is not considered a Conversion
of General Revolving Loans into other General Revolving Loans.

2.8. INTEREST. (a) INTEREST RATE FOR PRIME RATE LOANS. During such periods as a
General Revolving Loan is a Prime Rate Loan, the unpaid principal amount thereof
shall bear interest at a fluctuating rate per annum which shall at all times be
equal to the Prime Rate in effect from time to time.

(b) INTEREST RATE FOR EURODOLLAR LOANS. During such periods as a General
Revolving Loan is a Eurodollar Loan, the unpaid principal amount thereof shall
bear interest at a rate per annum which shall at all times during any Interest
Period applicable thereto be the relevant Adjusted Eurodollar Rate for such
Interest Period PLUS the Applicable Eurodollar Margin.



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



(d) ACCRUAL AND PAYMENT OF INTEREST. Interest shall accrue from and including
the date of any Borrowing to but excluding the date of any prepayment or
repayment thereof and shall be payable, in the case of any General Revolving
Loan, (i) which is a Prime Rate Loan, monthly in arrears on the last Business
Day of each calendar month, (ii) which is a Eurodollar Loan, on the last day of
each Interest Period applicable thereto and, in the case of an Interest Period
in excess of three months, on the dates which are successively three months
after the commencement of such Interest Period, and (iii) on



                                       21
<PAGE>   23
any repayment, prepayment or Conversion (on the amount repaid, prepaid or
Converted), at maturity (whether by acceleration or otherwise) and, after such
maturity, on demand.

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

(f) INFORMATION AS TO INTEREST RATES. The Administrative Agent upon determining
the interest rate for any Borrowing shall promptly notify the Borrower and the
affected Lenders thereof. If the Administrative Agent is unable to determine the
Adjusted Eurodollar Rate for any Borrowing of Eurodollar Loans by reference to
the Telerate screen or other information provided by a service organization
referred to in clause (i) of the definition of the term Adjusted Eurodollar
Rate, then each Reference Bank agrees to furnish the Administrative Agent timely
information for the purpose of determining the Adjusted Eurodollar Rate for any
such Borrowing. If any one or more of the Reference Banks shall not timely
furnish such information, the Administrative Agent shall determine the Adjusted
Eurodollar Rate on the basis of timely information furnished by the remaining
Reference Banks.

2.9 SELECTION AND CONTINUATION OF INTEREST PERIODS. The Borrower shall have the
right:

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

                  (y) prior to 11:00 A.M. (local time at the Notice Office) on
         the third Business Day prior to the expiration of an Interest Period
         applicable to a Borrowing of General Revolving Loans consisting of
         Eurodollar Loans, to elect by giving the Administrative Agent written
         or telephonic notice (in the case of telephonic notice, promptly
         confirmed in writing if so requested by the Administrative Agent) to
         Continue all or the Minimum Borrowing Amount of the principal amount of
         such Loans as one or more Borrowings of Eurodollar Loans and to select
         the Interest Period to be applicable to any such Borrowing (any such
         notice, a "NOTICE OF CONTINUATION"),

which Interest Period shall, at the option of the Borrower, be a one, two, three
or six month period; PROVIDED, that notwithstanding anything to the contrary
contained above, the Borrower's right to select an Interest Period or to effect
any Continuation shall be subject to the applicable provisions of section 2.10
and to the following:

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

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

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

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



                                       22
<PAGE>   24

         (v) each Borrowing of Eurodollar Loans resulting from any Continuation
         shall be in at least the Minimum Borrowing Amount applicable thereto;
         and

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

(b) If upon the expiration of any Interest Period the Borrower has failed to (or
may not) elect a new Interest Period to be applicable to the respective
Borrowing of Eurodollar Loans as provided above, the Borrower shall be deemed to
have elected to Convert such Borrowing to Prime Rate Loans effective as of the
expiration date of such current Interest Period. If the Borrower fails to
specify in a Notice of Continuation the Interest Period for any Eurodollar Loans
which will be Continued as Eurodollar Loans, such Interest Period shall be
deemed to be one month.

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

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

         (ii) at any time, that such Lender shall incur increased costs or
         reductions in the amounts received or receivable hereunder in an amount
         which such Lender reasonably deems material with respect to any
         Eurodollar Loans (other than any increased cost or reduction in the
         amount received or receivable resulting from the imposition of or a
         change in the rate of taxes or similar charges) because of (x) any
         change since the Closing Date in any applicable law, governmental rule,
         regulation, guideline, order or request (whether or not having the
         force of law), or in the interpretation or administration thereof and
         including the introduction of any new law or governmental rule,
         regulation, guideline, order or request (such as, for example, but not
         limited to, a change in official reserve requirements, but, in all
         events, excluding reserves includable in the Adjusted Eurodollar Rate
         pursuant to the definition thereof) and/or (y) other circumstances
         adversely affecting the interbank Eurodollar market or the position of
         such Lender in such market; or

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

THEN, and in any such event, such Lender (or the Administrative Agent in the
case of clause (i) above) shall (x) on or promptly following such date or time
and (y) within 10 Business Days of the date on which such event no longer exists
give notice (by telephone confirmed in writing) to the Borrower and to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other applicable Lenders).
Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer
be available until such time as the Administrative Agent notifies the Borrower
and the Lenders that the circumstances giving rise to such notice by the
Administrative Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion given by the Borrower with respect to Eurodollar Loans which have not
yet been incurred or converted shall be deemed rescinded by the Borrower or, in
the case



                                       23
<PAGE>   25

of a Notice of Borrowing, shall, at the option of the Borrower, be deemed
converted into a Notice of Borrowing for Prime Rate Loans to be made on the date
of Borrowing contained in such Notice of Borrowing, (y) in the case of clause
(ii) above, the Borrower shall pay to such Lender, upon written demand therefor,
such additional amounts (in the form of an increased rate of, or a different
method of calculating, interest or otherwise as such Lender shall determine) as
shall be required to compensate such Lender for such increased costs or
reductions in amounts receivable hereunder (a written notice as to the
additional amounts owed to such Lender, showing the basis for the calculation
thereof, which basis must be reasonable, submitted to the Borrower by such
Lender shall, absent manifest error, be final and conclusive and binding upon
all parties hereto) and (z) in the case of clause (iii) above, the Borrower
shall take one of the actions specified in section 2.10(b) as promptly as
possible and, in any event, within the time period required by law.

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

(c) If any Lender shall have determined that after the Closing Date, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change therein, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
by law with the interpretation or administration thereof, or compliance by such
Lender or its parent corporation with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank, or comparable agency, in each case made subsequent to the Closing Date,
has or would have the effect of reducing by an amount reasonably deemed by such
Lender to be material the rate of return on such Lender's or its parent
corporation's capital or assets as a consequence of such Lender's commitments or
obligations hereunder to a level below that which such Lender or its parent
corporation could have achieved but for such adoption, effectiveness, change or
compliance (taking into consideration such Lender's or its parent corporation's
policies with respect to capital adequacy), then from time to time, within 30
days after demand by such Lender (with a copy to the Administrative Agent), the
Borrower shall pay to such Lender such additional amount or amounts as will
compensate such Lender or its parent corporation for such reduction. Each
Lender, upon determining in good faith that any additional amounts will be
payable pursuant to this section 2.10(c), will give prompt written notice
thereof to the Borrower, which notice shall set forth, in reasonable detail, the
basis of the calculation of such additional amounts, which basis must be
reasonable, although the failure to give any such notice shall not release or
diminish any of the Borrower's obligations to pay additional amounts pursuant to
this section 2.10(c) upon the subsequent receipt of such notice.

(d) Notwithstanding anything in this Agreement to the contrary: no Lender shall
be entitled to compensation or payment or reimbursement of other amounts under
section 2.10 for any amounts incurred or accruing more than 120 days prior to
the giving of notice to the Borrower of additional costs or other amounts of the
nature described in such section, PROVIDED that if a change in applicable law,
rule, regulation, guideline or order, or in the interpretation or application
thereof, becomes effective during such 120 day period but is retroactive to an
earlier date, such 120 day period shall be extended to include the period of
retroactive effect thereof; and no Lender shall demand compensation for any
reduction referred to in section 2.10(c) if it shall not at the time be the
general policy or practice of such Lender to demand such compensation, payment
or reimbursement in similar circumstances under comparable provisions of other
credit agreements.

(ii)

                                       24
<PAGE>   26
   2.11 BREAKAGE COMPENSATION. The Borrower shall compensate each applicable
Lender, upon its written request (which request shall set forth the detailed
basis for requesting and the method of calculating such compensation), for all
reasonable losses, expenses and liabilities (including, without limitation, any
loss, expense or liability incurred by reason of the liquidation or reemployment
of deposits or other funds required by such Lender to fund its Eurodollar Loans)
which such Lender may sustain: if for any reason (other than a default by such
Lender or the Administrative Agent), a Borrowing of Eurodollar Loans does not
occur on a date specified therefor in a Notice of Borrowing or Notice of
Conversion (whether or not rescinded or withdrawn by the Borrower or deemed
rescinded or withdrawn pursuant to section 2.10(a)); if any repayment,
prepayment, Conversion or Continuation of any of its Eurodollar Loans occurs on
a date which is not the last day of an Interest Period applicable thereto; if
any prepayment of any of its Eurodollar Loans is not made on any date specified
in a notice of prepayment given by the Borrower; if such Lender transfers its
Eurodollar Loans pursuant to a request by the Borrower under section 2.12(b)
hereof; or as a consequence of (x) any other default by the Borrower to repay
its Eurodollar Loans when required by the terms of this Agreement or (y) an
election made pursuant to section 2.10(b). Such loss, cost, expense and
liability to any Lender shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the
interest rate that would have been applicable to such Loan, for the period from
the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to effect a Borrowing, Conversion or
Continuation, for the period that would have been the Interest Period for such
Loan), over (ii) the amount of interest which would accrue on such principal
amount for such period at the interest rate which such Lender would bid were it
to bid, at the commencement of such period, for dollar deposits of a comparable
amount and period from other banks in the eurodollar market. A certificate of
any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such request within 10 days after receipt thereof.


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


(b) If any Lender requests any compensation, reimbursement or other payment
under section 2.10(a)(ii) or (iii) or 2.10(c) with respect to such Lender, or if
any Lender is a Defaulting Lender, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with the
restrictions contained in section 12.4(c)), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); PROVIDED that: the Borrower shall have received the prior written
consent of the Administrative Agent, which consent shall not be unreasonably
withheld; such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts, including any breakage compensation under section
2.11 hereof); and in the case of any such assignment resulting from a claim for
compensation, reimbursement or other payments required to be made under section
2.10(a)(ii) or (iii) or 2.10(c) with respect to such Lender, such assignment
will result in a reduction in such compensation, reimbursement or payments. A
Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.


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

                                       25
<PAGE>   27



SECTION 3. FEES.

3.1. FACILITY FEE. The Borrower agrees to pay to the Administrative Agent a
Facility Fee ("FACILITY FEE"), for the account of each Non-Defaulting Lender
which has a General Revolving Commitment, for the period from and including the
Effective Date to but not including the date the Total General Revolving
Commitment has been terminated and no General Revolving Loans are outstanding,
which Facility Fee, in the case of any such Non-Defaulting Lender, shall be
computed on the amount of the General Revolving Commitment of such
Non-Defaulting Lender, whether used or unused, at the Applicable Facility Fee
Rate. The Facility Fee shall be due and payable in arrears on the last Business
Day of each March, June, September and December, commencing with the last
Business Day of June 2001.

3.2. UTILIZATION FEE. Borrower agrees to pay to the Administrative Agent,
for the benefit of the Lenders, a utilization fee ("UTILIZATION FEE") for each
day on which the aggregate outstanding principal balance of the Loans on such
day exceeds an amount equal to one-half of the Total Commitment, which
Utilization Fee (if any) shall be payable in arrears on the last day of each
month in which a Utilization Fee accrued and on the Maturity Date at a rate per
annum equal to one-half percent (1/2%) computed on the entire balance of the
Loans then outstanding.

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

3.4. COMPUTATIONS OF FEES. All computations of Fees under this Agreement shall
be made in accordance with section 12.7(b).


SECTION 4. REDUCTIONS AND TERMINATION OF COMMITMENTS.


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

         (a) terminate the Total Commitment, PROVIDED that all outstanding Loans
         are contemporaneously prepaid in accordance with section 5.1; and

         (b) partially and permanently reduce the Unutilized Total General
         Revolving Commitment, PROVIDED that: any such reduction shall apply to
         proportionately and permanently reduce the General Revolving Commitment
         of each of the Lenders; and any partial reduction of the Unutilized
         Total General Revolving Commitment pursuant to this section 4.1(b)
         shall be in the amount of at least $1,000,000 (or, if greater, in
         integral multiples of $1,000,000).

4.2. MANDATORY TERMINATION/ADJUSTMENTS OF COMMITMENTS, ETC. (a) The Total
Commitment shall terminate (and the Commitment of each Lender shall terminate)
on the earlier of (x) the Maturity Date and (y) the date on which a Change of
Control occurs.

(b) The Total General Revolving Commitment shall be permanently reduced, without
premium or penalty (other than any breakage compensation pursuant to section
2.11, if any), at any time that a mandatory prepayment of General Revolving
Loans would be required to be made pursuant to section 5.2(d) (i) or (ii). Any
such reduction shall be in the amount of the prepayment that would be required
to be made pursuant to section 5.2(d) (i) or (ii), as applicable, and shall be
applied to proportionately and permanently reduce the General Revolving
Commitment of each of the Lenders. The



                                       26
<PAGE>   28

Borrower shall provide at least three Business Days' prior written notice (or
telephonic notice confirmed in writing) to the Administrative Agent at its
Notice Office (which notice the Administrative Agent shall promptly transmit to
each of the Lenders) of any reduction of the Total General Revolving Commitment
pursuant to this section 4.2(c), specifying the date and amount of the
reduction.

SECTION 5. PAYMENTS.

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

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

                           (x) 12:00 noon (local time at the Notice Office)
                  three Business Days prior to the date of such prepayment, in
                  the case of any prepayment of Eurodollar Loans; or

                           (y) 12:00 noon (local time at the Notice Office) one
                  Business day prior to the date of such prepayment, in the case
                  of any prepayment of Prime Rate Loans,

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

         (b) in the case of prepayment of any Borrowings under the General
         Revolving Facility, each partial prepayment of any such Borrowing shall
         be in an aggregate principal of at least $500,000 or an integral
         multiple of $100,000 in excess thereof, in the case of Prime Rate
         Loans, and at least $2,000,000 or an integral multiple of $1,000,000 in
         excess thereof, in the case of Eurodollar Loans;

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

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

         (e) each prepayment of Eurodollar Loans pursuant to this section 5.1 on
         any date other than the last day of the Interest Period applicable
         thereto, shall be accompanied by any amounts payable in respect thereof
         under section 2.11.

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


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

                                       27
<PAGE>   29

         (b) CERTAIN PROCEEDS OF ASSET SALES.

                  (i) If the Borrower and its Subsidiaries shall have received
                  Net Cash Proceeds from one or more Asset Sales (other than the
                  sale of assets in connection with the Permitted Asset
                  Securitization) consummated during any fiscal year of the
                  Borrower in an aggregate amount greater than 10% of the
                  Borrower's Consolidated Net Worth as of the end of the
                  preceding fiscal year (such excess being hereinafter referred
                  to as the "Excess Net Cash Proceeds"), then, not later than
                  the third Business Day following the date of receipt of such
                  Excess Net Cash Proceeds, the Borrower shall pay to the
                  Administrative Agent an amount (conforming to the requirements
                  as to the amount of partial prepayments contained in section
                  5.1) at least equal to such Excess Net Cash Proceeds. The
                  amount so paid to the Administrative Agent shall be applied as
                  a mandatory prepayment of principal of General Revolving
                  Loans; PROVIDED, that if no Default under section 10.1(a) or
                  Event of Default shall have occurred and be continuing, the
                  Borrower and its Subsidiaries expect Consolidated Capital
                  Expenditures to be made during the following 12 months, and
                  the Borrower notifies the Administrative Agent of the amount
                  and nature thereof and of its intention to reinvest all or a
                  portion of such Excess Net Cash Proceeds in such Consolidated
                  Capital Expenditures during such 12-month period, then no such
                  prepayment shall be required to the extent the Borrower so
                  indicates that such reinvestment will take place. If, at the
                  end of any such 12-month period, any portion of such Excess
                  Net Cash Proceeds has not been so reinvested, the Borrower
                  shall immediately make a prepayment of the outstanding General
                  Revolving Loans as provided above in an amount, conforming to
                  the requirements as to amount of prepayments contained in
                  section 5.1, at least equal to such remaining amount.

                  (ii) On the date of any such prepayment pursuant to subpart
                  (i) above, the General Revolving Commitments of the Lenders
                  shall be permanently reduced in accordance with section 4.2.

         (c) CHANGE OF CONTROL. On the date of which a Change of Control occurs,
         notwithstanding anything to the contrary contained in this Agreement,
         no further Borrowings shall be made and the then outstanding principal
         amount of all Loans, if any, shall become due and payable and shall be
         prepaid in full.

         (d) PARTICULAR LOANS TO BE PREPAID. With respect to each repayment or
         prepayment of Loans required by this section 5.2, the Borrower shall
         designate the Types of Loans which are to be prepaid and the specific
         Borrowing(s) pursuant to which such repayment or prepayment is to be
         made, PROVIDED that: the Borrower shall first so designate all Loans
         that are Prime Rate Loans and Eurodollar Loans with Interest Periods
         ending on the date of repayment or prepayment prior to designating any
         other Eurodollar Loans for repayment or prepayment; if the outstanding
         principal amount of Eurodollar Loans made pursuant to a Borrowing is
         reduced below the applicable Minimum Borrowing Amount as a result of
         any such repayment or prepayment, then all the Loans outstanding
         pursuant to such Borrowing shall be Converted into Prime Rate Loans;
         and each repayment and prepayment of any Loans made pursuant to a
         Borrowing shall be applied PRO RATA among such Loans. In the absence of
         a designation by the Borrower as described in the preceding sentence,
         the Administrative Agent shall, subject to the above, make such
         designation in its sole discretion with a view, but no obligation, to
         minimize breakage costs owing under section 2.11. Any repayment or
         prepayment of Eurodollar Loans pursuant to this section 5.2 shall in
         all events be accompanied by such compensation as is required by
         section 2.11.

(5.3) METHOD AND PLACE OF PAYMENT. (a) Except as otherwise specifically provided
herein, all payments under this Agreement shall be made to the Administrative
Agent for the ratable (based on its PRO RATA share) account of the Lenders
entitled thereto, not later than 12:00 noon (local time at the Payment Office)
on the date when due and shall be made in immediately available funds and in
lawful money of the United States of America at the Payment Office, it being
understood that written notice by the Borrower to the Administrative Agent to
make a payment from the funds in the Borrower's

                                       28
<PAGE>   30

account at the Payment Office shall constitute the making of such payment to the
extent of such funds held in such account. Any payments under this Agreement
which are made later than 12:00 noon (local time at the Payment Office) shall be
deemed to have been made on the next succeeding Business Day. Whenever any
payment to be made hereunder shall be stated to be due on a day which is not a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest shall be
payable during such extension at the applicable rate in effect immediately prior
to such extension.


(b) If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, interest and Fees
then due hereunder and an Event of Default is not then in existence, such funds
shall be applied: FIRST, towards payment of interest and Fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and Fees then due to such parties; and SECOND, towards
payment of principal then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of principal then due to such parties.


   5.4  NET PAYMENTS. (a)All payments made by the Borrower hereunder, under any
Note or any other Credit Document, will be made without setoff, counterclaim or
other defense. Except as otherwise provided for in section 5.4(c), all such
payments will be made free and clear of, and without deduction or withholding
for, any present or future United States withholding taxes. The Borrower will
furnish to the Administrative Agent within 45 days after the date of any
withholding or deduction on account of United States withholding taxes certified
copies of tax receipts, or other evidence satisfactory to the Lender, evidencing
payment thereof by the Borrower.


(b) Each Lender that is not a United States person (as such term is defined in
section 7701(a)(30) of the Code) for Federal income tax purposes agrees to
provide to the Borrower and the Administrative Agent on or prior to the
Effective Date, or in the cases of a Lender that is an assignee or transferee of
an interest under this Agreement pursuant to section 12.4 (unless the respective
Lender was already a Lender hereunder immediately prior to such assignment or
transfer and such Lender is in compliance with the provisions of this section
5.4(b)), on the date of such assignment or transfer to such Lender: two accurate
and complete original signed copies of Internal Revenue Service Form 4224 or
1001 (or successor forms) certifying to such Lender's entitlement to a complete
exemption from United States withholding tax with respect to payments to be made
under this Agreement, any Note or any other Credit Document; or if the Lender is
not a "bank" within the meaning of section 881(c)(3)(A) of the Code and cannot
deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i)
above, (x) a certificate substantially in the form of Exhibit F (any such
certificate, a "SECTION 5.4(b)(ii) CERTIFICATE") and (y) two accurate and
complete original signed copies of Internal Revenue Service Form W-8 (or
successor form) certifying to such Lender's entitlement to a complete exemption
from United States withholding tax with respect to payments of interest to be
made under this Agreement, any Note or any other Credit Document. In addition,
each Lender agrees that from time to time after the Effective Date, when a lapse
in time or change in circumstances renders the previous certification obsolete
or inaccurate in any material respect, it will deliver to the Borrower and the
Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form 4224 or 1001, or Form W-8 and a Section 5.4(b)
(ii) Certificate, as the case may be, and such other forms as may be required in
order to confirm or establish the entitlement of such Lender to a continued
exemption from or reduction in United States withholding tax with respect to
payments under this Agreement, any Note or any other Credit Document, or it
shall immediately notify the Borrower and the Administrative Agent of its
inability to deliver any such Form or Certificate, in which case such Lender
shall not be required to deliver any such Form or Certificate pursuant to this
section 5.4(b).


(c) Notwithstanding anything to the contrary contained in section 5.4(a), the
Borrower shall be entitled, to the extent it is required to do so by law, to
deduct or withhold income or other similar taxes imposed by the United States
(or any political subdivision or taxing authority thereof or therein) from
interest, fees or other amounts payable hereunder for the account of any Lender
which is not a United States person (as such term is defined in section
7701(a)(30) of the Code) for United States



                                       29
<PAGE>   31

federal income tax purposes and which has not provided to the Borrower such
forms that establish a complete exemption from such deduction or withholding if
such Lender has not provided to the Borrower the Internal Revenue Service forms
required to be provided to the Borrower pursuant to section 5.4(b), or in the
case of a payment other than interest, to a Lender described in clause (ii) of
section 5.2(b) above, to the extent that such forms do not establish a complete
exemption from withholding of such taxes.


5.5. LATE CHARGES. If any principal of any Loan is not paid within 10 days after
the Administrative Agent shall have given the Borrower notice of demand for the
payment of the same or within 10 days after any Event of Default described in
section 10.1(g) in respect of the Borrower shall have occurred, or if any
interest on any Loan is not paid within 10 days after the same becomes due, THEN
and in any such case the Administrative Agent shall have the right to assess a
late charge, payable by the Borrower upon demand, in an amount equal to the
greater of $20.00 or 5% of the amount not timely paid. Any such late charge
shall be for the account of the Lenders for the benefit of whom such amount was
not timely paid and shall be in addition to any other amounts payable by the
Borrower under the Credit Documents.


SECTION 6. CONDITIONS PRECEDENT.



6.1. CONDITIONS PRECEDENT AT CLOSING DATE. The obligation of the Lenders to make
Loans on and after the Effective Date is subject to the satisfaction of each of
the following conditions on the Closing Date: 3.2.

         (a) NOTES AND GUARANTIES. On or prior to the Closing Date: there shall
         have been delivered to the Administrative Agent for the account of each
         Lender the appropriate Note or Notes executed by the Borrower, in each
         case, in the amount, maturity and as otherwise provided herein; and
         each Guarantor of Payment shall have executed and delivered a Guaranty
         of Payment for the benefit of the Administrative Agent and the Lenders.

         (b) FEES, ETC. The Borrower shall have paid or caused to be paid all
         fees required to be paid by it on or prior to such date pursuant to
         section 3 hereof and all reasonable fees and expenses of the
         Administrative Agent and of special counsel to the Administrative Agent
         which have been invoiced on or prior to such date in connection with
         the preparation, execution and delivery of this Agreement and the other
         Credit Documents and the consummation of the transactions contemplated
         hereby and applicable.

         (c) ORGANIZATIONAL DOCUMENTS AND LONG FORM GOOD STANDING. The
         Administrative Agent shall have received, in sufficient quantity for
         the Administrative Agent and the Lenders: (i) a copy of the Articles of
         Incorporation or other equivalent organizational documents of the
         Borrower and each Guarantor of Payment and any and all amendments and
         restatements thereof, certified as of a recent date by the Secretary of
         State of the jurisdiction of such entity's organization or formation;
         and (ii) a certificate from the Secretary of State of each such
         jurisdiction, dated as of a recent date, listing all charter documents
         affecting the Borrower and each Guarantor of Payment and certifying as
         to the good standing of the Borrower and each Guarantor of Payment.


         (d) CERTIFICATE. The Administrative Agent shall have received, in
         sufficient quantity for the Administrative Agent and the Lenders, a
         certificate of the Secretary, Assistant Secretary or other authorized
         officer of the Borrower and each Guarantor of Payment, dated the
         Closing Date or reasonably prior thereto, substantially in the form
         attached hereto as EXHIBIT C, and such certificate shall be
         satisfactory in form and substance to the Administrative Agent.

         (e) OPINION OF COUNSEL. On the Closing Date, the Administrative Agent
         shall have received an opinion, addressed to the Administrative Agent
         and each of the Lenders and dated the Closing Date, from the General
         Counsel of the Borrower, substantially in the form



                                       30
<PAGE>   32

         of EXHIBIT D hereto and covering such other matters incident to the
         transactions contemplated hereby as the Administrative Agent may
         reasonably request, such opinion to be in form and substance
         satisfactory to the Administrative Agent.

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

6.2. CONDITIONS PRECEDENT AT EFFECTIVE DATE. The obligation of the Lenders to
make Loans on and after the Effective Date is subject to the satisfaction of
each of the following conditions on the Effective Date:

         (a) EXISTING CREDIT FACILITIES. Contemporaneously with the Effective
         Date, the Borrower shall have terminated the commitments of the lenders
         under its existing credit agreement, dated as of September 23, 1999, as
         amended, and prepaid all borrowings thereunder.

         (b) NO MATERIAL ADVERSE CHANGE. No material adverse change, in the
         reasonable opinion of the Administrative Agent, shall have occurred in
         the financial condition, operations or prospects of the Borrower and
         its Subsidiaries since March 31, 2001.

6.3. CONDITIONS PRECEDENT TO ALL LOANS. The obligation of the Lenders to make
each Loan is subject, at the time thereof, to the satisfaction of the following
conditions:

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

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

The acceptance of the benefits of each Loan shall constitute a representation
and warranty by the Borrower to each of the Lenders that all of the applicable
conditions specified in section 6.1 and/or 6.2, as the case may be, exist as of
that time. All of the certificates, legal opinions and other documents and
papers referred to in this section 6, unless otherwise specified, shall be
delivered to the Administrative Agent for the account of each of the Lenders
and, except for the Notes, in sufficient counterparts for each of the Lenders,
and the Administrative Agent will promptly distribute to the Lenders their
respective Notes and the copies of such other certificates, legal opinions and
documents.


         SECTION 7.  REPRESENTATIONS AND WARRANTIES.

         In order to induce the Lenders to enter into this Agreement and to make
the Loans provided for herein, the Borrower makes the following representations
and warranties to, and agreements with, the Lenders, all of which shall survive
the execution and delivery of this Agreement and the making of each Loan:

                                       31

<PAGE>   33
7.1. CORPORATE STATUS, ETC. Each of the Borrower and its Subsidiaries is a duly
organized or formed and validly existing corporation, partnership or limited
liability company, as the case may be, in good standing under the laws of the
jurisdiction of its formation and has the corporate, partnership or limited
liability company power and authority, as applicable, to own its property and
assets and to transact the business in which it is engaged and presently
proposes to engage, and has duly qualified and is authorized to do business in
all jurisdictions where it is required to be so qualified except where the
failure to be so qualified would not have a Material Adverse Effect.

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

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

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

7.5. GOVERNMENTAL APPROVALS. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any foreign or domestic governmental or public body or authority,
or any subdivision thereof, is required to authorize or is required as a
condition to: the execution, delivery and performance by the Borrower or any
Guarantor of Payment of any Credit Document to which it is a party; or the
legality, validity, binding effect or enforceability of any Credit Document to
which the Borrower or any Guarantor of Payment is a party.

7.6. LITIGATION. There are no actions, suits or proceedings pending or, to, the
knowledge of the Borrower, threatened with respect to the Borrower or any of its
Subsidiaries: that have, or could reasonably be expected to have, a Material
Adverse Effect; or which question the validity or enforceability of any of the
Credit Documents, or of any action to be taken by the Borrower or any Guarantor
of Payment pursuant to any of the Credit Documents to which it is a party.

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

(b) No part of the proceeds of any Loan will be used directly or indirectly to
purchase or carry Margin Stock, or to extend credit to others for the purpose of
purchasing or carrying any Margin



                                       32
<PAGE>   34
Stock, in violation of any of the provisions of Regulation T, U or X of the
Board of Governors of the Federal Reserve System. The Borrower is not engaged in
the business of extending credit for the purpose of purchasing or carrying any
Margin Stock. At no time would more than 25% of the value of the assets of the
Borrower or of the Borrower and its consolidated Subsidiaries that are subject
to any "arrangement" (as such term is used in section 221.2(g) of such
Regulation U) hereunder be represented by Margin Stock.

7.8. FINANCIAL STATEMENTS, ETC. (a) The Borrower has furnished to the Lenders
and the Administrative Agent complete and correct copies of the audited
consolidated balance sheets of the Borrower and its consolidated Subsidiaries as
of the end of its fiscal year ended on or nearest to December 31, 2000, and the
related audited consolidated statements of income, stockholders' equity, and
cash flows for the fiscal years then ended, accompanied by the unqualified
report thereon of the Borrower's independent accountants. All such financial
statements have been prepared in accordance with GAAP, consistently applied
(except as stated therein), and fairly present in all material respects the
financial position of the Borrower and its consolidated Subsidiaries as of the
date indicated and the consolidated results of their operations and cash flows
for the respective periods indicated, subject in the case of any such financial
statements which are unaudited, to normal audit adjustments, none of which will
involve a Material Adverse Effect.

7.9. NO MATERIAL ADVERSE CHANGE. Since December 31, 2000, there has been no
change in the condition, business or affairs of the Borrower and its
Subsidiaries taken as a whole, or their properties and assets considered as an
entirety, except for changes, none of which, individually or in the aggregate,
has had or could reasonably be expected to have, a Material Adverse Effect.

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

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

7.12. LAWFUL OPERATIONS, ETC. The Borrower and each of its Subsidiaries: holds
all necessary federal, state and local governmental licenses, registrations,
certifications, permits and authorizations necessary to conduct its business;
and is in full compliance with all material requirements imposed by law,
regulation or rule, whether federal, state or local, which are applicable to it,
its operations, or its properties and assets, including without limitation,
applicable requirements of Environmental Laws, EXCEPT for any failure to obtain
and maintain in effect, or noncompliance, which, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

7.13. ENVIRONMENTAL MATTERS. (a) The Borrower and each of its Subsidiaries is in
compliance with all Environmental Laws governing its business, EXCEPT to the
extent that any such failure to comply (together with any resulting penalties,
fines or forfeitures) would not reasonably be expected to have a Material
Adverse Effect. All licenses, permits, registrations or approvals required for
the conduct of



                                       33
<PAGE>   35

the business of the Borrower and each of its Subsidiaries under any
Environmental Law have been secured and the Borrower and each of its
Subsidiaries is in material compliance therewith, EXCEPT for such licenses,
permits, registrations or approvals the failure to secure or to comply therewith
is not reasonably likely to have a Material Adverse Effect. Neither the Borrower
nor any of its Subsidiaries has received written notice, or otherwise knows,
that it is in any respect in noncompliance with, breach of or default under any
applicable writ, order, judgment, injunction, or decree to which the Borrower or
such Subsidiary is a party or which would affect the ability of the Borrower or
such Subsidiary to operate any Real Property and no event has occurred and is
continuing which, with the passage of time or the giving of notice or both,
would constitute noncompliance, breach of or default thereunder, EXCEPT in each
such case, such noncompliance, breaches or defaults as would not reasonably be
expected to, in the aggregate, have a Material Adverse Effect. There are no
Environmental Claims pending or, to the best knowledge of the Borrower,
threatened, which would reasonably be expected to have a Material Adverse
Effect. There are no facts, circumstances, conditions or occurrences on any Real
Property now or at any time owned, leased or operated by the Borrower or any of
its Subsidiaries or on any property adjacent to any such Real Property, which
are known by the Borrower or as to which the Borrower or any such Subsidiary has
received written notice, that could reasonably be expected: to form the basis of
an Environmental Claim against the Borrower or any of its Subsidiaries or any
Real Property of the Borrower or any of its Subsidiaries; or to cause such Real
Property to be subject to any restrictions on the ownership, occupancy, use or
transferability of such Real Property under any Environmental Law, except in
each such case, such Environmental Claims or restrictions that individually or
in the aggregate would not reasonably be expected to have a Material Adverse
Effect.


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


7.14. COMPLIANCE WITH ERISA. Compliance by the Borrower with the provisions
hereof and Loans contemplated hereby will not involve any prohibited transaction
within the meaning of ERISA or section 4975 of the Code. The Borrower and each
of its Subsidiaries: has fulfilled all obligations under minimum funding
standards of ERISA and the Code with respect to each Plan that is not a
Multiemployer Plan or a Multiple Employer Plan; has satisfied all respective
contribution obligations in respect of each Multiemployer Plan and each Multiple
Employer Plan; is in compliance in all material respects with all other
applicable provisions of ERISA and the Code with respect to each Plan, each
Multiemployer Plan and each Multiple Employer Plan; and has not incurred any
liability under the Title IV of ERISA to the PBGC with respect to any Plan, any
Multiemployer Plan, any Multiple Employer Plan, or any trust established
thereunder. No Plan or trust created thereunder has been terminated, and there
have been no Reportable Events, with respect to any Plan or trust created
thereunder or with respect to any Multiemployer Plan or Multiple Employer Plan,
which termination or Reportable Event will or could reasonably be expected to
result in the termination of such Plan, Multiemployer Plan or Multiple Employer
Plan and give rise to a material liability of the Borrower or any ERISA
Affiliate in respect thereof. Neither the Borrower nor any ERISA Affiliate is at
the date hereof, or has been at any time within the two years preceding the date
hereof, an employer required to contribute to any Multiemployer Plan or Multiple
Employer Plan, or a "contributing sponsor" (as such term is defined in section
4001 of ERISA) in any Multiemployer Plan or Multiple Employer Plan. Neither the
Borrower nor any ERISA Affiliate has any contingent liability with respect to
any post-retirement "welfare benefit plan" (as such term is defined in ERISA)
except as has been disclosed to the Lenders in writing.


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

                                       34
<PAGE>   36
7.16. INVESTMENT COMPANY Act, etc. Neither the Borrower nor any of its
Subsidiaries is subject to regulation with respect to the creation or incurrence
of Indebtedness under the Investment Company Act of 1940, as amended, the
Interstate Commerce Act, as amended, the Federal Power Act, as amended, the
Public Utility Holding Company Act of 1935, as amended, or any applicable state
public utility law.

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

7.18. EXISTING INDEBTEDNESS. Annex III sets forth a true and complete list, as
of the date or dates set forth therein, of all Indebtedness of the Borrower and
each of its Subsidiaries, on a consolidated basis, which: has an outstanding
principal amount of at least $1,000,000, or may be incurred pursuant to existing
commitments or lines of credit; or is secured by any Lien on any property of the
Borrower or any Subsidiary, and which will be outstanding on the Closing Date
after giving effect to the initial Borrowing hereunder, other than the
Indebtedness created under the Credit Documents (all such Indebtedness, whether
or not in a principal amount meeting such threshold and required to be so listed
on Annex III, herein the "EXISTING INDEBTEDNESS"). As and to the extent the
Administrative Agent has so requested, the Borrower has provided to the
Administrative Agent prior to the date of execution hereof true and complete
copies (or summary descriptions) of all agreements and instruments governing the
Indebtedness listed on Annex III (the "EXISTING INDEBTEDNESS AGREEMENTS").

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


                                       35
<PAGE>   37

SECTION 8. AFFIRMATIVE COVENANTS.


The Borrower hereby covenants and agrees that until such time as the Total
Commitment has been terminated, no Notes are outstanding and the Loans, together
with interest, and Fees hereunder, have been paid in full:

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

         (a) ANNUAL FINANCIAL STATEMENTS. As soon as available and in any event
         within 90 days after the close of each fiscal year of the Borrower, the
         consolidated balance sheets of the Borrower and its consolidated
         Subsidiaries as at the end of such fiscal year and the related
         consolidated statements of income, of stockholder's equity and of cash
         flows for such fiscal year, in each case setting forth comparative
         figures for the preceding fiscal year, all in reasonable detail and
         accompanied by the opinion with respect to such consolidated financial
         statements of independent public accountants of recognized national
         standing selected by the Borrower, which opinion shall be unqualified
         and shall: state that such accountants audited such consolidated
         financial statements in accordance with generally accepted auditing
         standards, that such accountants believe that such audit provides a
         reasonable basis for their opinion, and that in their opinion such
         consolidated financial statements present fairly, in all material
         respects, the consolidated financial position of the Borrower and its
         consolidated subsidiaries as at the end of such fiscal year and the
         consolidated results of their operations and cash flows for such fiscal
         year in conformity with generally accepted accounting principles; or
         contain such statements as are customarily included in unqualified
         reports of independent accountants in conformity with the
         recommendations and requirements of the American Institute of Certified
         Public Accountants (or any successor organization); PROVIDED, that the
         delivery within the time period specified above of the Borrower's
         Annual Report on Form 10-K for such fiscal year (together with the
         Borrower's annual report to shareholders, if any, prepared pursuant to
         Rule 14a-3 under the 1934 Act) prepared in accordance with the
         requirements therefor and filed with the SEC shall be deemed to satisfy
         the requirements of this section 8.1(a).

         (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available and in any
         event within 45 days after the close of each of the quarterly
         accounting periods in each fiscal year of the Borrower, the unaudited
         condensed consolidated balance sheets of the Borrower and its
         consolidated Subsidiaries as at the end of such quarterly period and
         the related unaudited condensed consolidated statements of income and
         of cash flows for such quarterly period, and setting forth, in the case
         of such unaudited consolidated statements of income and of cash flows,
         comparative figures for the related periods in the prior fiscal year,
         and which consolidated financial statements shall be certified on
         behalf of the Borrower by the Chief Financial Officer or other
         Authorized Officer of the Borrower, subject to changes resulting from
         normal year-end audit adjustments.

         (c) OFFICER'S COMPLIANCE CERTIFICATES. At the time of the delivery of
         the financial statements provided for in sections 8.1(a) and (b), a
         certificate on behalf of the Borrower of the Chief Financial Officer or
         other Authorized Officer of the Borrower to the effect that, to the
         best knowledge of the Borrower, no Default or Event of Default exists
         or, if any Default or Event of Default does exist, specifying the
         nature and extent thereof, which certificate shall set forth (i) the
         calculations required to establish compliance with the provisions of
         sections 9.4(c), 9.5(l) , and 9.6 through 9.9, inclusive of this
         Agreement, and (ii) an identification of the amounts of any financial
         items of persons or business units acquired by the Borrower for any
         periods prior to the date of acquisition which are used in making the
         calculations set forth in the foregoing subparts (i) and (ii).

         (d) BUDGETS AND FORECASTS. Not later than 60 days after the
         commencement of each fiscal year of the Borrower, a consolidated budget
         in reasonable detail




                                       36
<PAGE>   38

         for such entire fiscal year and for each of the fiscal quarters in such
         fiscal year, and (if and to the extent prepared by management of the
         Borrower) for any subsequent fiscal years, as customarily prepared by
         management for its internal use, setting forth, with appropriate
         discussion, the forecasted balance sheet, income statement, operating
         cash flows and capital expenditures of the Borrower and its
         Subsidiaries for the period or periods covered thereby, and the
         principal assumptions upon which forecasts and budget are based.

         (e) AUDITORS' ANNUAL MANAGEMENT LETTER. Promptly upon receipt thereof,
         a copy of the definitive letter or memorandum commenting on internal
         accounting controls and/or accounting or financial reporting policies
         followed by the Borrower and/or any of its Subsidiaries, which is
         submitted to the Borrower by its independent accountants in connection
         with any annual audit made by them of the books of the Borrower or any
         of its Subsidiaries.

         (f) NOTICE OF DEFAULT OR LITIGATION. Promptly, and in any event within
         three Business Days, in the case of clause (i) below, or five Business
         Days, in the case of clause (ii) below, after a Principal Officer of
         the Borrower obtains knowledge thereof, notice of

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

                  (ii) any litigation or governmental or regulatory
                  investigation or proceeding pending against or involving the
                  Borrower or any of its Subsidiaries which could reasonably be
                  expected to have a Material Adverse Effect.

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

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

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

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

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

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

(vi) that a Plan has an Unfunded Current Liability exceeding $1,000,000;

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

                                       37
<PAGE>   39
(viii) the taking of any action by, or the threatening of the taking of any
action by, the Internal Revenue Service, the Department of Labor or the PBGC
with respect to any of the foregoing.

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

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

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

8.2. BOOKS, RECORDS AND INSPECTIONS. The Borrower will, and will cause each of
its Subsidiaries to: keep proper books of record and account, in which full and
correct entries shall be made of all financial transactions and the assets and
business of the Borrower or such Subsidiaries, as the case may be, in accordance
with GAAP, in the case of the Borrower, or which are reconcilable to a GAAP
presentation, in the case of any Subsidiary; and permit, upon at least five
Business Days' notice to the Chief Financial Officer or any other Authorized
Officer of the Borrower, officers and designated representatives of the
Administrative Agent or any of the Lenders to visit and inspect any of the
properties or assets of the Borrower and any of its Subsidiaries in whomsoever's
possession (but only to the extent the Borrower or such Subsidiary has the right
to do so to the extent in the possession of another person), and to examine (and
make copies of or take extracts from) the books of account of the Borrower and
any of its Subsidiaries and discuss the affairs, finances and accounts of the
Borrower and of any of its Subsidiaries with, and be advised as to the same by,
its and their officers and independent accountants and independent actuaries, if
any, all at such reasonable times and intervals and to such reasonable extent as
the Administrative Agent or any of the Lenders may request.

8.3. INSURANCE. The Borrower will, and will cause each of its Subsidiaries to:
maintain insurance coverage by such insurers and in such forms and amounts and
against such risks as are generally consistent with the insurance coverage
maintained by the Borrower and its Subsidiaries at the date hereof; and
forthwith upon any Lender's written request, furnish to such Lender such
information about such insurance as such Lender may from time to time reasonably
request, which information shall



                                       38
<PAGE>   40

be prepared in form and detail satisfactory to such Lender and certified by an
Authorized Officer of the Borrower.

8.4. PAYMENT OF TAXES AND CLAIMS. The Borrower will pay and discharge, and will
cause each of its Subsidiaries to pay and discharge, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which penalties attach
thereto, and all lawful claims which, if unpaid, might become a Lien or charge
upon any properties of the Borrower or any of its Subsidiaries; PROVIDED that
neither the Borrower nor any of its Subsidiaries shall be required to pay any
such tax, assessment, charge, levy or claim which is being contested in good
faith and by proper proceedings if it has maintained adequate reserves with
respect thereto in accordance with GAAP; and PROVIDED, FURTHER, that the
Borrower will not be considered to be in default of any of the provisions of
this sentence if the Borrower or any Subsidiary fails to pay any such amount
which, individually or in the aggregate, is immaterial to the Borrower and its
Subsidiaries considered as an entirety.

8.5. CORPORATE FRANCHISES. The Borrower will do, and will cause each of its
Subsidiaries to do, or cause to be done, all things necessary to preserve and
keep in full force and effect its corporate or other organizational existence,
rights, authority and franchises, PROVIDED that nothing in this section 8.5
shall be deemed to prohibit: any transaction permitted by section 9.2; the
termination of existence of any Subsidiary if the Borrower determines that such
termination is in its best interest and such termination is not adverse in any
material respect to the Lenders; or the loss of any rights, authorities or
franchises if the loss thereof, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

8.6. GOOD REPAIR. The Borrower will, and will cause each of its Subsidiaries to,
ensure that its material properties and equipment used or useful in its business
in whomsoever's possession they may be, are kept in good repair, working order
and condition, normal wear and tear excepted, PROVIDED that this sentence shall
not prohibit the Borrower or any Subsidiary from discontinuing the operation
and/or the maintenance of any of its properties if: (i) the Borrower has
concluded that such discontinuance is desirable in the overall conduct of the
business of the Borrower and its Subsidiaries considered as an entirety; and
(ii) such discontinuance could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.

8.7. COMPLIANCE WITH STATUTES, ETC. The Borrower will, and will cause each of
its Subsidiaries to, comply, in all material respects, with all applicable
statutes, regulations and orders of, and all applicable restrictions imposed by,
all governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, other than those: being contested in
good faith by appropriate proceedings, as to which adequate reserves are
established to the extent required under GAAP; and the noncompliance with which
would not have, and which would not be reasonably expected to have, a Material
Adverse Effect.

8.8. COMPLIANCE WITH ENVIRONMENTAL LAWS. Without limitation of the covenants
contained in section 8.7 hereof:

         (a) The Borrower will, and will cause each of its Subsidiaries to,
         comply, in all material respects, with all Environmental Laws
         applicable to the ownership, lease or use of all Real Property now or
         hereafter owned, leased or operated by the Borrower or any of its
         Subsidiaries, and promptly pay or cause to be paid all costs and
         expenses incurred in connection with such compliance, except for such
         noncompliance as would not have, and which would not be reasonably
         expected to have, a Material Adverse Effect; and keep or cause to be
         kept all such Real Property free and clear of any Liens imposed
         pursuant to such Environmental Laws which are not permitted under
         section 9.3.

         (b) Without limitation of the foregoing, if the Borrower or any of its
         Subsidiaries shall generate, use,



                                       39
<PAGE>   41

         treat, store, release or dispose of, or permit the generation, use,
         treatment, storage, release or disposal of, Hazardous Materials on any
         Real Property now or hereafter owned, leased or operated by the
         Borrower or any of its Subsidiaries, or transport or permit the
         transportation of Hazardous Materials to or from any such Real
         Property, any such action shall be effected in compliance, in all
         material respects, with all Environmental Laws applicable thereto,
         except for such noncompliance as would not have, and which would not be
         reasonably expected to have, a Material Adverse Effect.

         (c) If required to do so under any applicable order of any governmental
         agency, the Borrower will undertake, and cause each of its Subsidiaries
         to undertake, any clean up, removal, remedial or other action necessary
         to remove and clean up any Hazardous Materials from any Real Property
         owned, leased or operated by the Borrower or any of its Subsidiaries in
         accordance with, in all material respects, the requirements of all
         applicable Environmental Laws and in accordance with, in all material
         respects, such orders of all governmental authorities, except: to the
         extent that the Borrower or such Subsidiary is contesting such order in
         good faith and by appropriate proceedings and for which adequate
         reserves have been established to the extent required by GAAP; or for
         such noncompliance as would not have, and which would not be reasonably
         expected to have, a Material Adverse Effect.

8.9.  FISCAL YEARS, FISCAL QUARTERS. If the Borrower shall change any of its or
any of its Subsidiaries' fiscal years or fiscal quarters (other than the fiscal
year or fiscal quarters of a person which becomes a Subsidiary, made at the time
such person becomes a Subsidiary to conform to the Borrower's fiscal year and
fiscal quarters), the Borrower will promptly, and in any event within 30 days
following any such change, deliver a notice to the Administrative Agent and the
Lenders describing such change and any material accounting entries made in
connection therewith and stating whether such change will have any impact upon
any financial computations to be made hereunder, and if any such impact is
foreseen, describing in reasonable detail the nature and extent of such impact.
If the Required Lenders determine that any such change will have any impact upon
any financial computations to be made hereunder which is adverse to the Lenders,
the Borrower will, if so requested by the Administrative Agent, enter into an
amendment to this Agreement, in form and substance reasonably satisfactory to
the Administrative Agent and the Required Lenders, modifying any of the
financial covenants or related provisions hereof in such manner as the Required
Lenders determine is necessary to eliminate such adverse effect.


8.10. HEDGE AGREEMENTS, ETC. In the event the Borrower or any of its
Subsidiaries determines to enter into a Hedge Agreement it may do so, PROVIDED
that such Hedge Agreement, when considered in light of other outstanding Hedge
Agreements to which the Borrower or any of its Subsidiaries is a party, does not
expose the Borrower and its Subsidiaries considered as an entirety to
predominantly speculative risks unrelated to the amount of assets, Indebtedness
or other liabilities intended to be subject to coverage on a notional basis
under all such Hedge Agreements.


8.11. SENIOR DEBT. The Borrower will at all times ensure that: the claims of the
Lenders in respect of the Obligations of the Borrower will not be subordinate
to, and will in all respects at least rank PARI PASSU with, the claims of every
other senior unsecured creditor of the Borrower; and any Indebtedness
subordinated in any manner to the claims of any other senior unsecured creditor
of the Borrower will be subordinated in like manner to such claims of the
Lenders.


8.12. SUBSIDIARY GUARANTIES. Except with respect to the Excluded Subsidiaries,
each Subsidiary of the Borrower or of any Subsidiary created, acquired or held
subsequent to the Closing Date shall immediately execute and deliver to the
Administrative Agent a Guaranty of Payment of all of the Obligations, such
agreement to be in form and substance acceptable to the Administrative Agent and
the Required Lenders, along with such corporate governance and authorization
documents and an opinion of counsel as may be deemed necessary or advisable by
the Administrative Agent and the Required Lenders; PROVIDED, HOWEVER that a
Subsidiary organized outside of the United States shall not be required to
execute a Guaranty of Payment to the extent that such Guaranty of Payment will
result in adverse tax consequences for the Borrower.


                                       40
<PAGE>   42
   SECTION 9. NEGATIVE COVENANTS.

   The Borrower hereby covenants and agrees that until such time as the Total
Commitment has been terminated, no Notes remain outstanding and the Loans,
together with interest, and Fees hereunder, have been paid in full:

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

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

         (a) CERTAIN INTERCOMPANY MERGERS, ETC. If no Default or Event of
         Default shall have occurred and be continuing or would result
         therefrom:

                  (i) the merger, consolidation or amalgamation of any
                  Subsidiary (other than the Receivables Subsidiary) of the
                  Borrower with or into the Borrower, PROVIDED the Borrower is
                  the surviving or continuing or resulting corporation;

                  (ii) the merger, consolidation or amalgamation of any
                  Subsidiary (other than the Receivables Subsidiary) of the
                  Borrower with or into another Subsidiary of the Borrower,
                  PROVIDED that the surviving or continuing or resulting
                  corporation is a Wholly-Owned Subsidiary of the Borrower that
                  is a Guarantor of Payment;

                  (iii) the liquidation, winding up or dissolution of any
                  Subsidiary of the Borrower (other than a Guarantor of
                  Payment); and

                  (iv) the transfer or other disposition of any property by the
                  Borrower to any Wholly-Owned Subsidiary that is a Guarantor of
                  Payment or by any Guarantor of Payment to the Borrower or any
                  other Wholly-Owned Subsidiary of the Borrower that is a
                  Guarantor of Payment;

         shall each be permitted, if after giving effect thereto at least
         66+2/3% of the Consolidated Total Assets of the Borrower are owned
         directly by the Borrower and not indirectly through Subsidiaries.

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



                                       41
<PAGE>   43

         entered into for the purpose of effecting an Acquisition, such
         Acquisition is permitted by section 9.2(c).

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

         (d) PERMITTED DISPOSITIONS. If no Default or Event of Default shall
         have occurred and be continuing or would result therefrom, the Borrower
         or any of its Subsidiaries may:

                           (i) (A) sell any property, land or building
                  (including any related receivables or other intangible assets)
                  to any person that is not a Subsidiary of the Borrower, (B)
                  sell the entire capital stock (or other equity interests) and
                  Indebtedness of any Subsidiary owned by the Borrower or any
                  other Subsidiary to any person that is not a Subsidiary of the
                  Borrower, or (C) permit any Subsidiary to be merged or
                  consolidated with a person that is not an Affiliate of the
                  Borrower, or (D) consummate any other Asset Sale with a person
                  that is not a Subsidiary of the Borrower; PROVIDED that:

                                    (1) the consideration for such transaction
                           represents fair value (as determined by management of
                           the Borrower), and at least 75% of such consideration
                           consists of cash;

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

                                    (3) contemporaneously with the completion of
                           such transaction, the Borrower shall prepay its Loans
                           as and to the extent required by section 5.2 hereof;
                           and

                           (ii) in addition to dispositions permitted pursuant
                  to subpart (i) above, the Borrower and its Subsidiaries may
                  sell or otherwise dispose of obsolete, worn out or surplus
                  equipment or fixtures at any time in the ordinary course of
                  business; and

                           (iii) sell all or part of the Receivables Related
                  Assets in connection with a Permitted Asset Securitization.

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

         (f) CAPITAL EXPENDITURES. The Borrower and it Subsidiaries shall be
         permitted to make any Consolidated Capital Expenditures.

                                       42
<PAGE>   44

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

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


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

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

         (c) PURCHASE MONEY LIENS: Liens which are placed upon fixed or capital
         assets, acquired, constructed or improved by the Borrower or any
         Subsidiary, PROVIDED that such Liens secure Indebtedness permitted by
         section 9.4(c), such Liens and the Indebtedness secured thereby are
         incurred prior to or within 180 days after such acquisition or the
         completion of such construction or improvement, the Indebtedness
         secured thereby does not exceed 100% of the cost of acquiring,
         constructing or improving such fixed or capital assets and such Liens
         shall not apply to any other property or assets of the Borrower or any
         Subsidiary; or arising out of the refinancing, extension, renewal or
         refunding of any Indebtedness secured by any such Liens, PROVIDED that
         the principal amount of such Indebtedness is not increased and such
         Indebtedness is not secured by any additional assets;

         (d) LIENS ON ACQUIRED PROPERTIES: any Lien: existing on any property or
         asset prior to the acquisition thereof by the Borrower or any
         Subsidiary, or existing on any property or asset of any person that
         becomes a Subsidiary after the date hereof prior to the time such
         person becomes a Subsidiary, PROVIDED that such Lien secures
         Indebtedness permitted by section 9.4(c), such Lien is not created in
         contemplation of or in connection with such acquisition or such person
         becoming a Subsidiary, as the case may be, such Lien shall not attach
         or apply to any other property or assets of the Borrower or any
         Subsidiary and such Lien shall secure only those obligations which it
         secures on the date of such acquisition or the date such person becomes
         a Subsidiary, as the case may be; or arising out of the refinancing,
         extension, renewal or refunding of any Indebtedness secured by any such
         Liens, PROVIDED that the principal amount of such Indebtedness is not
         increased and such Indebtedness is not secured by any additional
         assets;

         (e) OTHER LIENS: any other Liens, PROVIDED that the aggregate amount of
         Indebtedness secured by such Liens which is outstanding at any time
         does not exceed $5,000,000;

         (f) NOTICE FILING: the filing of UCC financing statements for notice
         purposes only in connection with a Permitted Asset Securitization, so
         long as the form and content of such financing statements have been
         approved by the Administrative Agent prior to the filing thereof; and

                                       43
<PAGE>   45

                  (g) LIENS ON RECEIVABLES RELATED ASSETS: Liens on the
         Receivables Related Assets in connection with the Permitted Asset
         Securitization securing the obligations under the Permitted Asset
         Securitization.

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

1.2.

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

         (b) EXISTING INDEBTEDNESS: Existing Indebtedness (including, without
         limitation, the Senior Notes) and any refinancing, extension, renewal
         or refunding of any such Existing Indebtedness not involving an
         increase in the principal amount thereof or a reduction of more than
         10% in the remaining weighted average life to maturity thereof
         (computed in accordance with standard financial practice); PROVIDED
         that any Existing Indebtedness identified in Annex III or referred to
         in section 6.1 as being intended to be refinanced by Loans incurred
         hereunder may not be otherwise refinanced;

              (c) CERTAIN PRIORITY DEBT: to the extent not permitted by the
                  foregoing clauses:

                  (i) Indebtedness consisting of Capital Lease Obligations of
                  the Borrower and its Subsidiaries (other than the Excluded
                  Subsidiaries);

                  (ii) Indebtedness consisting of obligations under Synthetic
                  Leases of the Borrower and its Subsidiaries (other than the
                  Excluded Subsidiaries);

                  (iii) Indebtedness secured by a Lien referred to in section
                  9.3(c), 9.3(d) or 9.3(e); and

                  (iv) any refinancing, extension, renewal or refunding of any
                  such Indebtedness not involving an increase in the principal
                  amount thereof or a reduction of more than 10% in the
                  remaining weighted average life to maturity thereof (computed
                  in accordance with standard financial practice),

         (A) PROVIDED that at the time of any incurrence thereof after the date
         hereof, and after giving effect thereto, the Borrower would be in
         compliance with sections 9.7 and 9.8, and no Event of Default shall
         have occurred and be continuing or would result therefrom; and the
         aggregate outstanding principal amount (using Capitalized Lease
         Obligations in lieu of principal amount, in the case of any Capital
         Lease, and using the present value, based on the implicit interest
         rate, in lieu of principal amount, in the case of any Synthetic Lease)
         of Indebtedness permitted by this clause (c), when taken together with
         any outstanding Indebtedness permitted by clause (b) above which is
         Indebtedness of a Subsidiary of the Borrower, or represented by a
         Capital Lease or a Synthetic Lease or which is secured by any Lien,
         shall not exceed 15% of the Borrower's Consolidated Net Worth as of the
         date of the most recent financial statements for the Borrower referred
         to in section 7.8 or section 8.1(a) or (b);

         (d) INTERCOMPANY DEBT: the following: unsecured Indebtedness of the
         Borrower owed to any Subsidiary of Borrower that is a Guarantor of
         Payment, and unsecured Indebtedness of any Subsidiary of Borrower that
         is a Guarantor of Payment to the Borrower or to another Subsidiary of
         the Borrower that is a Guarantor of Payment;

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



                                       44
<PAGE>   46

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

         (g) PRIVATE PLACEMENTS: additional unsecured Indebtedness of the
         Borrower incurred pursuant to any sale or issuance of debt securities
         by the Borrower after the Closing Date in a Rule 144A offering or
         private placement with one or more institutional investors of unsecured
         debt securities having a weighted average life to maturity (computed in
         accordance with standard financial practice) of at least 5 years,
         without limit as to aggregate principal amount, provided that at the
         time of incurrence thereof, and after giving effect thereto, the
         Borrower would be in compliance with sections 9.7 and 9.8, and no Event
         of Default shall have occurred and be continuing or would result
         therefrom; and

         (h) ADDITIONAL UNSECURED DEBT OF THE BORROWER: additional unsecured
         Indebtedness of the Borrower, not in excess of $15,000,000 aggregate
         principal amount outstanding at any time, PROVIDED that at the time of
         incurrence thereof, and after giving effect thereto, the Borrower would
         be in compliance with sections 9.7 and 9.8, and no Event of Default
         shall have occurred and be continuing or would result therefrom.

                  (i) PERMITTED ASSET SECURITIZATION. Indebtedness of the
         Receivables Subsidiary under the Permitted Asset Securitization.

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

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

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

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

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

         (e) loans and advances to employees for:

                           (i) business-related travel expenses, moving
                  expenses, costs of replacement homes, business machines or
                  supplies, automobiles and other similar expenses, in each case
                  incurred in the ordinary course of business; and

                           (ii) in addition to the loan to Philip R. Gardner as
                  set forth on Annex V hereof, loans and advances to employees
                  for other purposes up to an aggregate for Borrower and its
                  Subsidiaries of not more than $100,000 outstanding at any
                  time;

                                       45
<PAGE>   47

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

         (g) investments of the Borrower in Hedge Agreements;

         (h) existing investments in any Subsidiaries shall be permitted as
         shall the creation and holding of any Wholly-Owned Subsidiary and any
         additional investments in any current or future Wholly-Owned Subsidiary
         that is a Guarantor of Payment;

         (i) intercompany loans and advances permitted by section 9.4(d);

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

         (k) any unsecured Guaranty Obligation incurred by the Borrower with
         respect to Indebtedness of a Wholly-Owned Subsidiary of the Borrower
         (other than with respect to the Receivables Subsidiary) which is
         permitted under section 9.4 without restriction upon the ability of the
         Borrower to guarantee the same, or other obligations of a Wholly-Owned
         Subsidiary of the Borrower that is a Guarantor of Payment which are not
         prohibited by this Agreement;

         (l) any additional unsecured Guaranty Obligations of the Borrower
         (other than with respect to obligations of the Receivables Subsidiary),
         PROVIDED that at the time of incurrence thereof, and after giving
         effect thereto, the Borrower would be in compliance with sections 9.7
         and 9.8; no Event of Default shall have occurred and be continuing or
         would result therefrom; and the aggregate amount of all Guaranty
         Obligations of the Borrower and its Subsidiaries in respect of
         Indebtedness of persons other than Wholly-Owned Subsidiaries of the
         Borrower, is not in excess of $20,000,000;

         (m) Indebtedness in the form of unpaid purchase price of Receivables
Related Assets owing from the Receivables Subsidiary to the Borrower; and

                  (n) unsecured advances made by the Borrower or LESCO Services,
         Inc. to the Receivables Subsidiary pursuant to the Services Agreement
         executed in connection with the Permitted Asset Securitization.

9.6. DIVIDENDS, STOCK REPURCHASES, ETC. (a) The Borrower will not directly or
indirectly declare, order, pay or make any dividend (other than dividends
payable solely in capital stock of the Borrower) or other distribution on or in
respect of any capital stock of any class of the Borrower, whether by reduction
of capital or otherwise, EXCEPT that the Borrower may make cash dividend
payments in respect of its capital stock if no Default under section 10.1(a) or
Event of Default shall have occurred and be continuing at the time of
declaration or payment thereof; and after giving effect thereto the Borrower
will be in compliance, on a PRO FORMA basis, with sections 9.7 and 9.8.


(b) The Borrower will not directly or indirectly make, or permit any of its
Subsidiaries to directly or indirectly make, any purchase, redemption,
retirement or other acquisition of (x) any capital stock of any class of the
Borrower (other than for a consideration consisting solely of capital stock of
the same class of the Borrower), or (y) any warrants, rights or options to
acquire or any securities convertible into or exchangeable for any capital stock
of the Borrower, EXCEPT that the Borrower may make cash payments for such
purposes if: no Default under section 10.1(a) or Event of Default shall have
occurred and be continuing at the time of payment; after giving effect thereto
the Borrower will be in compliance, on a PRO FORMA basis, with sections 9.7 and
9.8; and at the time of making any such cash payment and



                                       46
<PAGE>   48
after giving effect thereto, the cumulative aggregate amount so expended for
such purposes does not exceed $15,000,000.

9.7. RATIO OF CONSOLIDATED TOTAL DEBT TO CONSOLIDATED TOTAL ADJUSTED CAPITAL.
The Borrower will not at any time permit the ratio, expressed as a percentage,
of (a) the amount of its Consolidated Total Debt, to (b) its Consolidated Total
Adjusted Capital, to exceed 60.00%.

9.8. LEVERAGE RATIO. The Borrower will not at any time permit the Leverage
Ratio, at the end of any Testing Period, to exceed: (a) 5.80 to 1.00 for its
Testing Period ended March 31, 2001, (b) 4.00 to 1.00 for its Testing Period
ended June 30, 2001, (c) 3.10 to 1.00 for its Testing Period ended September 30,
2001, (d) 2.50 to 1.00 for its Testing Period ended December 31, 2001, and (e)
3.50 to 1.00 for its Testing Period ended March 31, 2002.

9.9. INTEREST AND RENT COVERAGE RATIO. The Borrower will not permit at any time
its Interest and Rent Coverage Ratio to be less than (a) 1.25 to 1.00 for its
Testing Period ended March 31, 2001, (b) 1.30 to 1.00 for its Testing Period
ended June 30, 2001, (c) 1.50 to 1.00 for its Testing Period ended September 30,
2001, and (d) 1.75 to 1.00 for each of the Testing Periods ended December 31,
2001, and March 31, 2002, respectively.

9.10. PREPAYMENTS AND REFINANCINGS OF OTHER DEBT, ETC. The Borrower will not,
and will not permit any of its Subsidiaries to, make (or give any notice in
respect thereof) any voluntary or optional payment or prepayment or redemption
or acquisition for value of (including, without limitation, by way of depositing
with the trustee with respect thereto money or securities before due for the
purpose of paying when due) or exchange of, or refinance or refund, any
Indebtedness of the Borrower or its Subsidiaries having an outstanding principal
balance (or Capitalized Lease Obligation, in the case of a Capital Lease, or
present value, based on the implicit interest rate, in the case of any Synthetic
Lease) in excess of $6,000,000 (other than the Obligations and intercompany
loans and advances among the Borrower and its Subsidiaries); PROVIDED that the
Borrower or any Subsidiary may refinance or refund any such Indebtedness if the
aggregate principal amount thereof (or Capitalized Lease Obligation, in the case
of a Capital Lease, or present value, based on the implicit interest rate, in
the case of any Synthetic Lease) is not increased and the weighted average life
to maturity thereof (computed in accordance with standard financial practice) is
not reduced by more than 10%.

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

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



                                       47
<PAGE>   49

SECTION 10.  EVENTS OF DEFAULT.

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

         (a) PAYMENTS: the Borrower shall: default in the payment when due of
         any principal of the Loans; or default, and such default shall continue
         for five or more days, in the payment when due of any interest on the
         Loans or any Fees or any other amounts owing hereunder or under any
         other Credit Document; or

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

         (c) CERTAIN COVENANTS: the Borrower or any of its Subsidiaries shall
         default in the due performance or observance by it of any term,
         covenant or agreement contained in section 8.1(f)(i), or sections 9.2
         through 9.10, inclusive, of this Agreement; or

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

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

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

                                       48
<PAGE>   50

         (g) BANKRUPTCY, ETC.: the Borrower or any of its Material Subsidiaries
         shall commence a voluntary case concerning itself under Title 11 of the
         United States Code entitled "Bankruptcy," as now or hereafter in
         effect, or any successor thereto (the "BANKRUPTCY CODE"); or an
         involuntary case is commenced against the Borrower or any of its
         Material Subsidiaries and the petition is not controverted within 10
         days, or is not dismissed within 60 days, after commencement of the
         case; or a custodian (as defined in the Bankruptcy Code) is appointed
         for, or takes charge of, all or substantially all of the property of
         the Borrower or any of its Material Subsidiaries; or the Borrower or
         any of its Material Subsidiaries commences (including by way of
         applying for or consenting to the appointment of, or the taking of
         possession by, a rehabilitator, receiver, custodian, trustee,
         conservator or liquidator (collectively, a "CONSERVATOR") of itself or
         all or any substantial portion of its property) any other proceeding
         under any reorganization, arrangement, adjustment of debt, relief of
         debtors, dissolution, insolvency, liquidation, rehabilitation,
         conservatorship or similar law of any jurisdiction whether now or
         hereafter in effect relating to the Borrower or any of its Material
         Subsidiaries; or any such proceeding is commenced against the Borrower
         or any of its Material Subsidiaries to the extent such proceeding is
         consented to by such person or remains undismissed for a period of 60
         days; or the Borrower or any of its Material Subsidiaries is
         adjudicated insolvent or bankrupt; or any order of relief or other
         order approving any such case or proceeding is entered; or the Borrower
         or any of its Material Subsidiaries suffers any appointment of any
         conservator or the like for it or any substantial part of its property
         which continues undischarged or unstayed for a period of 60 days; or
         the Borrower or any of its Material Subsidiaries makes a general
         assignment for the benefit of creditors; or any corporate (or similar
         organizational) action is taken by the Borrower or any of its Material
         Subsidiaries for the purpose of effecting any of the foregoing; or

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

10.2. ACCELERATION, ETC. Upon the occurrence and during the continuance of any
Event of Default, the Administrative Agent shall, upon the written request of
the Required Lenders, by written notice to the Borrower, take any or all of the
following actions, without prejudice to the rights of the Administrative Agent
or any Lender to enforce its claims against the Borrower (PROVIDED that, if an
Event of Default specified in section 10.1(g) shall occur with respect to the
Borrower, the result which would occur upon the giving of written notice by the
Administrative Agent as specified in clauses (i) and (ii) below shall occur
automatically without the giving of any such notice): declare the Total
Commitment terminated, whereupon the Commitment of each Lender shall forthwith
terminate immediately without any other notice of any kind; and/or declare the
principal of and any accrued interest in respect of all Loans, and all other
Obligations owing hereunder and under the other Credit Documents to be,
whereupon the same shall become, forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower.

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

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



                                       49
<PAGE>   51

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

         (3) THIRD, to the payment PRO RATA of any fees then accrued and payable
         to the Administrative Agent or any Lender under this Agreement;

         (4) FOURTH, to the payment PRO RATA of the principal balance then owing
         on the outstanding Loans;

         (5) FIFTH, to the payment PRO RATA of all other amounts owed by the
         Borrower to the Administrative Agent or any Lender under this Agreement
         or any other Credit Document; and

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

SECTION 11. THE ADMINISTRATIVE AGENT.

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

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

11.3. EXCULPATORY PROVISIONS. Neither the Administrative Agent nor any of its
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such person under or in connection with this Agreement (except
for its or such person's own gross negligence or willful misconduct) or (ii)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Borrower or of its Subsidiaries or any
of their respective officers contained in this Agreement, any other Credit
Document or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Credit Document or for any failure
of the Borrower or any Subsidiary of the Borrower or any of their respective
officers to perform its obligations hereunder or thereunder. The Administrative
Agent shall not be under any obligation to any Lender to ascertain or to inquire
as to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement, or to inspect the properties, books


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<PAGE>   52

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

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

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

11.6. NON-RELIANCE. Each Lender expressly acknowledges that neither the
Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates have made any representations or warranties to
it and that no act by the Administrative Agent hereinafter taken, including any
review of the affairs of the Borrower or any of its Subsidiaries, shall be
deemed to constitute any representation or warranty by the Administrative Agent
to any Lender. Each Lender represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent, or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
assets, operations, property, financial and other conditions, prospects and
creditworthiness of the Borrower and its Subsidiaries and made its own decision
to make its Loans hereunder and enter into this Agreement. Each Lender also
represents that it will, independently and without reliance upon the
Administrative Agent, or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement, and to make such investigation as it deems necessary to inform
itself as to the business, assets, operations, property, financial and other
conditions, prospects and creditworthiness of the Borrower and its Subsidiaries.
The Administrative Agent shall not have any duty or responsibility to



                                       51
<PAGE>   53

provide any Lender with any credit or other information concerning the business,
operations, assets, property, financial and other conditions, prospects or
creditworthiness of the Borrower or any of its Subsidiaries which may come into
the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

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

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

11.9 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may resign as the
Administrative Agent upon not less than 20 Business Days' notice to the Lenders
and the Borrower. The Administrative Agent may be removed as the Administrative
Agent for cause upon not less than 20 Business Days' notice to the
Administrative Agent and the Borrower from the Required Lenders. The Required
Lenders shall appoint from among the Lenders a successor Administrative Agent
for the Lenders, subject to prior approval by the Borrower if no Event of
Default has occurred and is continuing (such approval not to be unreasonably
withheld or delayed), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall include such successor agent effective upon its
appointment, and the resigning or removed Administrative Agent's rights, powers
and duties as the Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement. After the Administrative Agent's resignation or
removal hereunder as the Administrative Agent, the provisions of this section 11
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement.

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

SECTION 12 MISCELLANEOUS.

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

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

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

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

(e) The Borrower agrees to indemnify the Administrative Agent, each Lender, and
their respective officers, directors, trustees, employees, representatives,
agents and Affiliates, and the successors and assigns of any of the foregoing
(collectively, the "INDEMNITIES") from and hold each of them harmless against
any and all losses, liabilities, claims, damages or expenses reasonably incurred
by any of them as a result of, or arising out of, or in any way related to, or
by reason of:

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

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


                                       53
<PAGE>   55
         the Borrower or any of its Subsidiaries or any of their respective
         Affiliates, in respect of any such Real Property, including, in each
         case, without limitation, the reasonable documented fees and
         disbursements of counsel incurred in connection with any such
         investigation, litigation or other proceeding (but excluding any such
         losses, liabilities, claims, damages or expenses to the extent incurred
         by reason of the gross negligence or willful misconduct of the person
         to be indemnified or of any other Indemnitee who is such person or an
         Affiliate of such person). To the extent that the undertaking to
         indemnify, pay or hold harmless any person set forth in the preceding
         sentence may be unenforceable because it is violative of any law or
         public policy, the Borrower shall make the maximum contribution to the
         payment and satisfaction of each of the indemnified liabilities which
         is permissible under applicable law.

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

12.3. NOTICES. Except as otherwise expressly provided herein, all notices and
other communications provided for hereunder shall be in writing (including
telegraphic, telex, facsimile transmission, e-mail transmission or cable
communication) and mailed, telegraphed, telexed, transmitted, cabled or
delivered, if to the Borrower, at 15885 Sprague Road, Strongsville, Ohio 44136,
attention: R. Breck Denny, Vice President & Chief Financial Officer (facsimile:
440-783-2074); if to any Lender at its address specified for such Lender on
Annex I hereto; if to the Administrative Agent, at its Notice Office; or at such
other address as shall be designated by any party in a written notice to the
other parties hereto. All such notices and communications shall be mailed,
telegraphed, telexed, telecopied, transmitted or cabled or sent by overnight
courier, and shall be effective when received.

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

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


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

                                       54
<PAGE>   56

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

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

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

         (v) the Borrower, the Administrative Agent, and the other Lenders shall
         continue to deal solely and directly with the selling Lender in
         connection with such Lender's rights and obligations under this
         Agreement, and all amounts payable by the Borrower hereunder shall be
         determined as if such Lender had not sold such participation, except
         that the participant shall be entitled to the benefits of sections 2.10
         and 2.11 of this Agreement to the extent that such Lender would be
         entitled to such benefits if the participation had not been entered
         into or sold,

and, PROVIDED FURTHER, that no Lender shall transfer, grant or sell any
participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (x) extend any interim or final date
on or by which any Loan in which such participant is participating may be
incurred, or on which any such Loan is scheduled to be repaid, prepaid or
mature, or extend any interim or final date on which any Commitment in which
such participant is participating is scheduled to expire or terminate, or reduce
the rate or extend the time of payment of interest or Fees thereon (except in
connection with a waiver of the applicability of any post-default increase in
interest rates), or reduce the principal amount thereof, or increase such
participant's participating interest in any Commitment over the amount thereof
then in effect (it being understood that a waiver of any Default or Event of
Default shall not constitute a change in the terms of any such Commitment), or
(y) consent to the assignment or transfer by the Borrower of any of its rights
and obligations under this Agreement.

(c) ASSIGNMENTS BY LENDERS. Notwithstanding the foregoing: (x) any Lender may
assign all or a fixed portion of its Loans and/or Commitment, and its rights and
obligations hereunder, to another Lender that is not a Defaulting Lender, or to
an Affiliate of any Lender (including itself) which is not a Defaulting Lender
and which is a commercial bank, financial institution or other "accredited
investor" (as defined in SEC Regulation D); and (y) any Lender may assign all,
or if less than all, a fixed portion, equal to at least $1,000,000 in the
aggregate for the assigning Lender or assigning Lenders, of its Loans and/or
Commitment and its rights and obligations hereunder, to one or more Eligible
Transferees, each of which assignees shall become a party to this Agreement as a
Lender by execution of an Assignment Agreement, PROVIDED that:


         (i) in the case of any assignment of a portion of any Loans and/or
         Commitment of a Lender, such Lender shall retain a minimum fixed
         portion of all Loans and Commitments equal to at least $1,000,000;

         (ii) at the time of any such assignment the Lender Register shall be
         deemed modified to reflect the Commitments of such new Lender and of
         the existing Lenders;

         (iii) upon surrender of the old Notes, new Notes will be issued to such
         new Lender and to the assigning Lender, such new Notes to be in
         conformity with the requirements of section 2.5 (with appropriate
         modifications) to the extent needed to reflect the revised Commitments;

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

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<PAGE>   57

         (v) the Administrative Agent shall receive at the time of each such
         assignment, from the assigning or assignee Lender, the payment of a
         non-refundable assignment fee of $5,000,

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

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

         At the time of each assignment pursuant to this section 12.4(c) to a
person which is not already a Lender hereunder and which is not a United States
person (as such term is defined in section 7701(a)(30) of the Code) for Federal
income tax purposes, the respective assignee Lender shall provide to the
Borrower and the Administrative Agent the appropriate Internal Revenue Service
Forms (and, if applicable a Section 5.4(b)(ii) Certificate) described in section
5.4(b). To the extent that an assignment of all or any portion of a Lender's
Commitment and related outstanding Obligations pursuant to this section 12.4(c)
would, at the time of such assignment, result in increased costs under section
2.10 from those being charged by the respective assigning Lender prior to such
assignment, then the Borrower shall not be obligated to pay such increased costs
(although the Borrower shall be obligated to pay any other increased costs of
the type referred to above in this sentence resulting from changes after the
date of the respective assignment).

         Nothing in this section 12.4(c) shall prevent or prohibit: (i) any
Lender which is a bank, trust company or other financial institution from
pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings
made by such Lender from such Federal Reserve Bank; or (ii) any Lender which is
a trust, limited liability company, partnership or other investment company from
pledging its Notes or Loans to a trustee or agent for the benefit of holders of
certificates or debt securities issued by it. No such pledge, or any assignment
pursuant to or in lieu of an enforcement of such a pledge, shall relieve the
transferor Lender from its obligations hereunder.

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


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

(f) GRANTS BY LENDERS TO SPCS. Notwithstanding anything to the contrary
contained herein, any Lender, (a "GRANTING LENDER") may grant to a special
purpose funding vehicle (an "SPC"), identified as such in writing from time to
time by the Granting Lender to the Administrative Agent, the Borrower and the
other Lenders, the option to provide to the Borrower all or any part of any Loan
that such Granting Lender would otherwise be obligated to make to the Borrower
pursuant to this Agreement; PROVIDED that: (i) nothing herein shall constitute a
commitment by any SPC to make any Loan; and (ii) if an SPC elects not to
exercise such option or otherwise fails to provide all or any part of such Loan,
the Granting Lender shall be obligated to make such Loan pursuant to the terms
hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of
the Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender. Each party hereto hereby agrees that no SPC



                                       56
<PAGE>   58

shall be liable for any indemnity or payment under this Agreement for which a
Lender would otherwise be liable for so long as, and to the extent, the Granting
Lender provides such indemnity or makes such payment. In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof. In addition, notwithstanding anything to the
contrary contained in this section 12.4, any SPC may: (i) with notice to, but
without the prior written consent of, the Borrower and the Administrative Agent
and without paying any processing fee therefor, assign all or a portion of its
interests in any Loans to the Granting Lender or to any financial institutions
providing liquidity and/or credit support to or for the account of such SPC to
support the funding or maintenance of Loans; and (ii) disclose on a confidential
basis any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancements to such SPC. This section 12.4(f) may not be amended
without the written consent of any Granting Lender affected thereby.

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

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

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

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



                                       57
<PAGE>   59
   12.7. CALCULATIONS: COMPUTATIONS. (a) The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by the Borrower to the Lenders); PROVIDED, that if at any time the computations
determining compliance with section 9 utilize accounting principles different
from those utilized in the financial statements furnished to the Lenders, such
computations shall set forth in reasonable detail a description of the
differences and the effect upon such computations.

(b) All computations of interest on Eurodollar Loans hereunder shall be made on
the actual number of days elapsed over a year of 360 days, and all computations
of Facility Fees and interest on Prime Rate Loans hereunder shall be made on the
actual number of days elapsed over a year of 365 or 366 days, as the case may
be.

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

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

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

   12.10. EFFECTIVENESS; INTEGRATION. This Agreement, the other Credit Documents
and any separate letter agreements with respect to fees payable to the
Administrative Agent, for its own account and benefit and/or for the account,
benefit of, and distribution to, the Lenders, constitute the entire contract
among the parties relating to the subject matter hereof and thereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof or thereof.

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


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<PAGE>   60

12.12. AMENDMENT OR WAIVER. Neither this Agreement nor any terms hereof or
thereof may be amended, waived or otherwise modified UNLESS such amendment,
waiver or other modification is in writing and signed by the Borrower and the
Required Lenders, PROVIDED that no such amendment, waiver or other modification
shall, without the consent of each Lender (other than a Defaulting Lender)
affected thereby:


         (a) extend any interim or final date on or by which any Loan to be made
         by such Lender may be incurred, or on which any such Loan is scheduled
         to be repaid, prepaid or mature, or extend any interim or final date on
         which any Commitment of such Lender is scheduled to expire or
         terminate, or reduce the rate or extend the time of payment of interest
         or Fees thereon (except in connection with a waiver of the
         applicability of any post-default increase in interest rates), or
         reduce the principal amount thereof, or increase any Commitment of such
         Lender over the amount thereof then in effect;

         (b) change the definition of the term "Change of Control" or any of the
         provisions of section 4.2 or 5.2 which are applicable upon a Change of
         Control;

         (c) change the definition of the term "Permitted Acquisition" or any of
         the provisions of section 9.2(c) which are applicable to Permitted
         Acquisitions which would have the effect of depriving such Lender of
         its rights with respect to "hostile acquisitions" as contemplated by
         such definition;

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

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

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

         (g) release any Collateral or Guarantor of Payment.

No provision of section 11 may be amended without the consent of the
Administrative Agent.

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

12.14. DOMICILE OF LOANS. Each Lender may transfer and carry its Loans at, to or
for the account of any branch office, subsidiary or affiliate of such Lender,
PROVIDED that no Borrower shall be responsible for costs arising under section
2.10 resulting from any such transfer (other than a transfer pursuant to section
2.12) to the extent not otherwise applicable to such Lender prior to such
transfer.

12.15. CONFIDENTIALITY. (a) The Administrative Agent and the Lenders agree to
maintain the confidentiality of the Confidential Information (as defined below),
EXCEPT that Confidential Information may be disclosed to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the persons to whom such disclosure
is made will be informed of the confidential nature of such Confidential
Information and instructed to keep such Confidential Information confidential),
to the extent requested by any regulatory authority, to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, to
any other party to this Agreement, in connection with the exercise of any
remedies hereunder or under any of the other Credit Documents, or any suit,
action or proceeding relating to this



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Agreement or any of the other Credit Documents or the enforcement of rights
hereunder or thereunder, subject to an agreement containing provisions
substantially the same as those of this section 12.15, to any assignee of or
participant in, or any prospective assignee of or participant in, any of its
rights or obligations under this Agreement, with the consent of the Borrower, or
to the extent such Confidential Information (A) becomes publicly available other
than as a result of a breach of this section 12.15, or (B) becomes available to
the Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower. If the Administrative Agent or any Lender receives a
subpoena, or request for information, relating to any Confidential Information,
in connection with any proceeding involving the Borrower or any of its
Subsidiaries which the Administrative Agent or such Lender, as applicable, knows
is pending or threatened, the Administrative Agent or such Lender, as
applicable, shall use reasonable efforts to notify the Borrower thereof in
writing prior to any disclosure by it of such Confidential Information in
response to such subpoena or request.


(b) For the purposes of this section 12.15, "CONFIDENTIAL INFORMATION" means all
information received from the Borrower relating to the Borrower and/or its
Subsidiaries or their business, other than any such information that is (i)
identified at the time of delivery as non-confidential, or (ii) available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower.


(c) Any person required to maintain the confidentiality of Confidential
Information as provided in this section 12.15 shall be considered to have
complied with its obligation to do so if such person has exercised the same
degree of care to maintain the confidentiality of such Confidential Information
as such person would accord to its own confidential information. The Borrower
hereby agrees that the failure of the Administrative Agent or any Lender to
comply with the provisions of this section 12.15 shall not relieve the Borrower
of any of its obligations under this Agreement or any of the other Credit
Documents.



12.6. LENDER REGISTER. The Borrower hereby designates the Administrative Agent
to serve as its agent, solely for purposes of this section 12.16, to retain a
copy of each Assignment Agreement delivered to and accepted by


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<PAGE>   62

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


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


12.18. NO DUTY. All attorneys, accountants, appraisers, consultants and other
professional persons (including the firms or other entities on behalf of which
any such person may act) retained by the Administrative Agent or any Lender with
respect to the transactions contemplated by the Credit Documents shall have the
right to act exclusively in the interest of the Administrative Agent or such
Lender, as the case may be, and shall have no duty of disclosure, duty of
loyalty, duty of care, or other duty or obligation of any type or nature
whatsoever to the Borrower, to any of its Subsidiaries or Affiliates, or to any
other person, with respect to any matters within the scope of such
representation or related to their activities in connection with such
representation. The Borrower agrees, on behalf of itself and its Subsidiaries,
not to assert any claim or counterclaim against any such persons with regard to
such matters, all such claims and counterclaims, now existing or hereafter
arising, whether known or unknown, foreseen or unforeseeable, being hereby
waived, released and forever discharged.



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


12.20. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties herein shall survive the making of Loans hereunder, the execution and
delivery of this Agreement, the Notes and any other documents the forms of which
are attached as Exhibits hereto, the issue and delivery of the Notes, any
disposition thereof by any holder thereof, and any investigation made by the
Administrative Agent or any Lender or any other holder of any of the Notes or on
its behalf. All


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<PAGE>   63

statements contained in any certificate or other document delivered to the
Administrative Agent or any Lender or any holder of any Notes by or on behalf of
the Borrower or any of its Subsidiaries or Affiliates pursuant hereto or
otherwise specifically for use in connection with the transactions contemplated
hereby shall constitute representations and warranties by the Borrower
hereunder, made as of the respective dates specified therein or, if no date is
specified, as of the respective dates furnished to the Administrative Agent or
any Lender.

12.21. INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given
independent effect so that if a particular action, event, condition or
circumstance is not permitted by any of such covenants, the fact that it would
be permitted by an exception to, or would otherwise be within the limitations or
restrictions of, another covenant, shall not avoid the occurrence of a Default
or an Event of Default if such action is taken or event, condition or
circumstance exists.


               [The balance of this page is intentionally blank.]




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<PAGE>   64
 12.12. JURY TRIAL WAIVER. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER
CREDIT DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR
OTHER MODIFICATIONS RELATING TO ANY OF THE FOREGOING), OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

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


                                   LESCO, INC.


                                   BY:  _________________________________
                                            R. BRECK DENNY, VICE PRESIDENT
                                            & CHIEF FINANCIAL OFFICER
                                   NATIONAL CITY BANK,
                                    INDIVIDUALLY AS A LENDER AND AS
                                    ADMINISTRATIVE AGENT


                                   BY:______________________________________
                                   NAME:____________________________________
                                   TITLE:___________________________________
                                   PNC BANK, NATIONAL ASSOCIATION


                                   BY:______________________________________
                                            JOSEPH MORAN, VICE PRESIDENT


                                       63