<PAGE>   1

                                                                [Exhibit 10.71]


                                CREDIT AGREEMENT,

                          dated as of February 4, 2000

                                      among

                               RAILAMERICA, INC.,
                                 as a Guarantor,

                         PALM BEACH RAIL HOLDING, INC.,
                                 as a Guarantor,

                        RAILAMERICA TRANSPORTATION CORP.,
                                 as a Borrower,

                                  RAILINK, LTD.
                            as the Canadian Borrower,

                                       and

                            FREIGHT VICTORIA LIMITED
                           as the Australian Borrower,

                VARIOUS FINANCIAL INSTITUTIONS FROM TIME TO TIME
                                 PARTIES HERETO,
                                 as the Lenders,

                           DLJ CAPITAL FUNDING, INC.,
                            as the Syndication Agent,
              the Lead Arranger and the Sole Book Running Manager,

                            THE BANK OF NOVA SCOTIA,
                  as the Administrative Agent for the Lenders,

                                       and
                             ING (U.S.) CAPITAL LLC
                                       and
                              FLEET NATIONAL BANK,
                  as the Documentation Agents for the Lenders.
                                CREDIT AGREEMENT


<PAGE>   2


         THIS CREDIT AGREEMENT, dated as of February 4, 2000, is among
RAILAMERICA, INC., a Delaware corporation ("Holdings"), PALM BEACH RAIL HOLDING,
INC., a newly-formed Delaware corporation and a wholly owned Subsidiary of
Holdings ("Intermediate Holdings"), RAILAMERICA TRANSPORTATION CORP., a
newly-formed Delaware corporation and a wholly owned Subsidiary of Intermediate
Holdings (the "Company"), RAILINK, LTD., a corporation organized and existing
under the laws of the Province of Alberta, Canada (the "Canadian Borrower") and
FREIGHT VICTORIA LIMITED, a corporation organized and existing under the laws of
Australia (the "Australian Borrower" and, together with the Company and the
Canadian Borrower, the "Borrowers"), the various financial institutions and
other Persons from time to time parties hereto (the "Lenders"), DLJ CAPITAL
FUNDING, INC. ("DLJ"), as the Syndication Agent (in such capacity, the
"Syndication Agent") for the Lenders, the Lead Arranger and the Sole Book
Running Manager, THE BANK OF NOVA SCOTIA, as administrative agent (in such
capacity, the "Administrative Agent") for the Lenders, and ING (U.S.) CAPITAL
LLC and FLEET NATIONAL BANK, as documentation agent (in such capacity, the
"Documentation Agents") for the Lenders.


                              W I T N E S S E T H:

         WHEREAS, Holdings intends to

                  (a) contribute all of its assets and liabilities (other than
         the Holdings Convertible Preferred Stock and the Holdings Convertible
         Subordinated Notes and liabilities associated with salary,
         compensation, pension and other related liabilities of Holdings in
         exchange for all the common stock of Intermediate Holdings; it being
         understood and agreed that all current employees of Holdings shall
         remain employees of Holdings after the consummation of the Transaction
         and certain RailTex employees will become employees of Holdings) to
         Intermediate Holdings and Intermediate Holdings shall contribute all of
         its assets and liabilities (other than Kalyn/Siebert) to the Company in
         exchange for all the common stock of the Company (the "Asset
         Transfer"); and

                  (b) acquire by merger (the "Acquisition") 100% of the issued
         and outstanding stock of RailTex, Inc. ("RailTex"), a Texas
         corporation, pursuant to an Agreement and Plan of Merger, dated as of
         October 14, 1999 (the "Merger Agreement"), among Holdings, Cotton
         Acquisition Corp., a Texas corporation and a wholly owned Subsidiary of
         the Company ("Mergerco") and RailTex pursuant to which (i) RailTex will
         merge with and into Mergerco and RailTex shall be the surviving
         corporation (the "Surviving Corporation"), (ii) each share of existing
         RailTex common stock will be converted into the right to receive
         consideration (the "Merger Consideration") for each such share of
         RailTex consisting of (x) $13.50 in cash and (y) 0.66666667 shares of
         common stock of Holdings having a par value of $.001 per common share
         ("Holdings Common Stock"), and (iii) each issued and outstanding share
         of common stock of Mergerco will be converted into one fully paid and
         non-assessable share of the Surviving Corporation;


                                     -2-
<PAGE>   3
          WHEREAS, in connection with the Acquisition, the Company will

                   (a) pay an aggregate cash portion of the Merger Consideration
          in an amount of up to $139,000,000;

                   (b) refinance (the "RailAmerica Refinancing") approximately
          $221,800,000 of outstanding indebtedness of Holdings, the Company and
          its Subsidiaries;

                   (c) refinance (the "RailTex Refinancing") approximately
          $114,000,000 of outstanding indebtedness of RailTex and its
          Subsidiaries; and

                   (d) pay fees and expenses (the "Expense Payments") in
          connection with the Acquisition, the RailAmerica Refinancing, the
          RailTex Refinancing and related transactions (the Acquisition, the
          RailAmerica Refinancing, the RailTex Refinancing, the Asset Transfer,
          the Subordinated Bridge Note Issuance (as defined below), the
          Intermediate Holdings Asset Bridge Note Issuance (as defined below)
          and such transactions related thereto, including those described in
          the recitals hereto, being herein collectively referred to as the
          "Transaction") in an amount not to exceed $36,000,000;

          WHEREAS, in order to finance the consummation of the Transaction,

                   (a) the Company will issue (the "Subordinated Bridge Note
          Issuance") its 13% Senior Subordinated Increasing Rate Bridge Notes
          (such notes, together with all additional notes having substantially
          the same terms as such Senior Subordinated Increasing Rate Bridge
          Notes that are issued by the Company as payment of interest with
          respect thereto, its "Subordinated Bridge Notes") in an aggregate
          principal amount of at least $95,000,000 resulting in gross cash
          proceeds to the Company of at least $95,000,000;

                   (b) Holdings will issue approximately $66,900,000 of Holdings
          Common Stock (valued at $9.75 per share) to existing RailTex
          shareholders to pay the non-cash portion of the Merger Consideration
          (the "Equity Issuance");

                   (c) the Company will use approximately $11,100,000 of net
          cash proceeds from the exercise of RailTex stock options (subject to
          adjustment due to cashless exercise of such options and termination of
          such options not exercised);

                   (d) the Company will use approximately $10,300,000 of its
          cash on hand;

                   (e) the Company will use approximately $9,000,000 of net cash
          proceeds from the sale of RailTex International Holdings and its
          subsidiaries ("RailTex Brazil"); and

                   (f) Intermediate Holdings will issue (the "Intermediate
          Holdings Asset Bridge Note Issuance") its 15% Increasing Rate Asset
          Bridge Notes (the "Intermediate Holdings Asset Bridge Notes") in an
          aggregate initial principal amount of $55,000,000 resulting in

                                      -3-
<PAGE>   4



          gross proceeds to Intermediate Holdings of at least $55,000,000) the
          net proceeds of which shall be contributed by Intermediate Holdings to
          the Company as a common equity contribution for use in partially
          financing the Transaction;

         WHEREAS, in connection with the Transaction and the post-closing
ongoing working capital and general corporate needs of the Company and the
Restricted Subsidiaries, each of the Borrowers desires to obtain the following
financing facilities from the Lenders:

                  (a) a Term A Loan Commitment and a Term B Loan Commitment
         pursuant to which, subject to the terms and conditions hereof,
         Borrowings of Term Loans will be made to the Company on the Closing
         Date in a maximum, original principal amount of $125,000,000 (in the
         case of Term A Loans) and $205,000,000 (in the case of Term B Loans);

                  (b) a U.S. Revolving Loan Commitment (to include availability
         for U.S. Revolving Loans, Swing Line Loans and Letters of Credit)
         pursuant to which, subject to the terms and conditions hereof,
         Borrowings of U.S. Revolving Loans will be made to the Company from
         time to time on and subsequent to the Closing Date but prior to the
         Revolving Loan Commitment Termination Date, in a maximum aggregate
         principal amount not to exceed, when taken together with (x) the Letter
         of Credit Outstandings and (y) all Swing Line Loans, the then existing
         U.S. Revolving Loan Commitment Amount;

                  (c) a Canadian Revolving Loan Commitment pursuant to which,
         subject to the terms and conditions hereof, Borrowings of Canadian
         Loans will be made to the Canadian Borrower from time to time on and
         subsequent to the Closing Date but prior to the Revolving Loan
         Commitment Termination Date, in a maximum aggregate principal amount,
         the U.S. Dollar Equivalent of which does not to exceed the then
         existing Canadian Revolving Loan Commitment Amount;

                  (d) an Australian Revolving Loan Commitment pursuant to which,
         subject to the terms and conditions hereof, Borrowings of Australian
         Loans will be made to the Australian Borrower from time to time on and
         subsequent to the Closing Date but prior to the Revolving Loan
         Commitment Termination Date, in a maximum aggregate principal amount,
         the U.S. Dollar Equivalent of which does not to exceed the then
         existing Australian Revolving Loan Commitment Amount;

                  (e) a Letter of Credit Commitment pursuant to which each
         Issuer will issue, subject to the terms and conditions hereof, Letters
         of Credit for the account of the Company and the Restricted
         Subsidiaries from time to time on and subsequent to the Closing Date
         but prior to the Revolving Loan Commitment Termination Date in a
         maximum aggregate Stated Amount at any one time outstanding not to
         exceed (i) the Letter of Credit Commitment Amount or (ii), when taken
         together with (x) all U.S. Revolving Loans, and (y) all Swing Line
         Loans, the then existing U.S. Revolving Loan Commitment Amount; and



                                      -4-


<PAGE>   5

               (f) a Swing Line Loan Commitment pursuant to which, subject to
         the terms and conditions hereof, Borrowings of Swing Line Loans (which
         shall be denominated solely in U.S. Dollars) will be made to the
         Company from time to time on and subsequent to the Closing Date but
         prior to the Revolving Loan Commitment Termination Date, in a maximum
         aggregate outstanding principal amount not to exceed (i) Swing Line
         Loan Commitment Amount or (ii), when taken together with (x) all U.S.
         Revolving Loans, and (y) all Swing Line Loans, the then existing U.S.
         Revolving Loan Commitment Amount; and

         WHEREAS, the Lenders and the Issuers are willing, on the terms and
subject to the conditions hereinafter set forth, to extend the Commitments and
make Loans to the Borrowers and issue (or participate in) Letters of Credit;

         NOW, THEREFORE, the parties hereto agree as follows.


                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION I.1. Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

          "ABB" means ABB Engineering Construction Pty. Ltd. (ACN 000 095 250)
of 166 William Street Potts Point, New South Wales 2011.

         "Acceptance Note" is defined in clause (b) of Section 2.8.4.

         "Acquisition" is defined in clause (b) of the first recital.

         "Administrative Agent" is defined in the preamble and includes each
other Person appointed as the successor Administrative Agent pursuant to Section
9.4.

         "Administrative Agent Fee Letter" means the confidential letter, dated
February 4, 2000, between the Company and the Administrative Agent.

         "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person. Notwithstanding the foregoing QRC and Ferronor shall not be considered
to be Affiliates of Holdings or its Subsidiaries. "Control" of a Person means
the power, directly or indirectly,

                  (a) to vote 10% or more of the securities (on a fully diluted
         basis) having ordinary voting power for the election of directors,
         managing members or general partners (as applicable); or



                                      -5-

<PAGE>   6

          (b) to direct or cause the direction of the management and policies of
such Person (whether by contract or otherwise).

         "Agents" means the Administrative Agent and the Syndication Agent.

         "Agreement" means, on any date, this Credit Agreement as originally in
effect on the Effective Date and as thereafter from time to time amended,
supplemented, amended and restated or otherwise modified from time to time and
in effect on such date.

         "Alternate Base Rate" means, on any date and with respect to all Base
Rate Loans, a fluctuating rate of interest per annum (rounded upward, if
necessary, to the next highest 1/16 of 1%) equal to the higher of

                  (a)  the Base Rate in effect on such day; and

                  (b)  the Federal Funds Rate in effect on such day plus 1/2 of
                       1%.

Changes in the rate of interest on that portion of any Loans maintained as Base
Rate Loans will take effect simultaneously with each change in the Alternate
Base Rate. The Administrative Agent will give notice promptly to the Company and
the Lenders of changes in the Alternate Base Rate; provided, that the failure to
give such notice shall not affect the Alternate Base Rate in effect after such
change.

         "Applicable Canadian BA Stamping Fee" means, at all times during the
applicable periods set forth below,

                  (a) from the Effective Date to (but excluding) the date upon
         which the Compliance Certificate for the second full Fiscal Quarter
         ending after the Closing Date is required to be delivered by Holdings
         to the Agents pursuant to clause (d) of Section 7.1.1 in respect of a
         Fiscal Quarter or Fiscal Year end, with respect to the unpaid principal
         amount of each Canadian Loan made or maintained as Canadian BAs, 3.00%
         per annum; and

                  (b) at all times from the date the Compliance Certificate
         described in clause (a) above is required to be delivered, with respect
         to the unpaid principal amount of each Canadian Loan made or maintained
         as Canadian BAs, the rate determined by reference to the applicable
         Leverage Ratio and at the applicable percentage per annum set forth
         below under the column entitled "Applicable Canadian BA Stamping Fee":


                      Leverage                               Applicable
                        Ratio                         Canadian BA Stamping Fee
                    ------------                      ------------------------

                       >5.00x                                   3.25%
                       -

                    >4.50x<5.00x                                3.00%
                    -



                                      -6-
<PAGE>   7
                      Leverage                               Applicable
                        Ratio                         Canadian BA Stamping Fee
                   -------------                      ------------------------
                    >4.00x<4.50x                                2.75%
                    -

                    >3.50x<4.00x                                2.50%
                    -

                     >3.00x<3.50                                2.25%
                     -

                       <3.00x                                   2.00%

         The Leverage Ratio used to compute the Applicable Canadian BA Stamping
Fee for any day referred to in clause (b) above shall be the Leverage Ratio set
forth in the Compliance Certificate most recently delivered by Holdings to the
Agents on or prior to such day pursuant to clause (d) of Section 7.1.1 in
respect of a Fiscal Quarter or Fiscal Year end. Changes in the Applicable
Canadian BA Stamping Fee resulting from a change in the Leverage Ratio shall
become effective on the first day following delivery by Holdings to the Agents
of a new Compliance Certificate pursuant to clause (d) of Section 7.1.1 in
respect of a Fiscal Quarter or Fiscal Year end. If Holdings shall fail to
deliver a Compliance Certificate within the number of days after the end of any
Fiscal Quarter as required pursuant to clause (d) of Section 7.1.1 (without
giving effect to any grace period) in respect of a Fiscal Quarter or Fiscal Year
end, the Applicable Canadian BA Stamping Fee from and including the first day
after the date on which such Compliance Certificate was required to be delivered
to but not including the date Holdings delivers to the Agents such Compliance
Certificate shall conclusively equal the highest Applicable Canadian BA Stamping
Fee set forth above.

         "Applicable Commitment Fee Margin" means, (a) for each day from the
Effective Date to (but excluding) the date upon which the Compliance Certificate
for the second full Fiscal Quarter ending after the Closing Date is required to
be delivered by Holdings to the Agents pursuant to clause (d) of Section 7.1.1
in respect of a Fiscal Quarter or Fiscal Year end, a fee which shall accrue at a
rate of 1/2 of 1% per annum, and (b) at all times from the date the Compliance
Certificate described in clause (a) above is required to be delivered, a fee
which shall accrue at the applicable rate per annum set forth below under the
column entitled "Applicable Commitment Fee", determined by reference to the
applicable Leverage Ratio referred to below:

                          Leverage
                            Ratio                    Applicable Commitment Fee
                        ------------                 -------------------------
                           >4.00x                               0.50%
                           -

                        >3.50x<4.00x                           0.375%
                        -

                           <3.50x                               0.25%


                                      -7-
<PAGE>   8

; provided, that solely with respect to the commitment fees paid by the
Australian Borrower, the Applicable Commitment Fee is determined by reference to
the applicable Leverage Ratio referred to below:


                          Leverage
                            Ratio                    Applicable Commitment Fee
                         -----------                 -------------------------
                           >4.00x                              1.375%
                           -

                        >3.50x<4.00x                           1.125%
                        -

                           <3.50x                              0.00875

The Leverage Ratio used to compute the Applicable Commitment Fee for any day
referred to in clause (b) above shall be the Leverage Ratio set forth in the
Compliance Certificate most recently delivered by Holdings to the Agents on or
prior to such day pursuant to clause (d) of Section 7.1.1 in respect of a Fiscal
Quarter or Fiscal Year end. Changes in the Applicable Commitment Fee resulting
from a change in the Leverage Ratio shall become effective on the first day
following delivery by Holdings to the Agents of a new Compliance Certificate
pursuant to clause (d) of Section 7.1.1 in respect of a Fiscal Quarter or Fiscal
Year end. If Holdings shall fail to deliver a Compliance Certificate within the
number of days after the end of any Fiscal Quarter as required pursuant to
clause (d) of Section 7.1.1 (without giving effect to any grace period) in
respect of a Fiscal Quarter or Fiscal Year end, the Applicable Commitment Fee
from and including the first day after the date on which such Compliance
Certificate was required to be delivered to but not including the date Holdings
delivers to the Agents such Compliance Certificate shall conclusively equal the
highest Applicable Commitment Fee set forth above.

          "Applicable Margin" means, at all times during the applicable periods
set forth below,

                  (a) on any date, with respect to the unpaid principal amount
         of each Term B Loan maintained as a (i) Base Rate Loan, 2.00% per annum
         and (ii) LIBO Rate Loan, 3.25% per annum;

                  (b) from the Effective Date to (but excluding) the date upon
         which the Compliance Certificate for the second full Fiscal Quarter
         ending after the Closing Date is required to be delivered by Holdings
         to the Agents pursuant to clause (d) of Section 7.1.1 in respect of a
         Fiscal Quarter or Fiscal Year end, with respect to the unpaid principal
         amount of each (i) Swing Line Loan (which shall be borrowed and
         maintained only as a Base Rate Loan) and each Revolving Loan (other
         than a Canadian Loan made or maintained as a Canadian BA) and Term A
         Loan maintained as a Base Rate Loan, 1.75% per annum, and (ii)
         Revolving Loan (other than a Canadian Loan) and Term A Loan maintained
         as a LIBO Rate Loan, 3.00% per annum; and

                  (c) at all times from the date the Compliance Certificate
         described in clause (b) above is required to be delivered, with respect
         to the unpaid principal amount of each

                                      -8-
<PAGE>   9



         Swing Line Loan (which shall be borrowed and maintained only as a Base
         Rate Loan) and each Revolving Loan (other than a Canadian Loan made or
         maintained as a Canadian BA) and Term A Loan, the rate determined by
         reference to the applicable Leverage Ratio and at the applicable
         percentage per annum set forth below under the column entitled
         "Applicable Margin for Base Rate Loans", in the case of such Loans made
         or maintained as Base Rate Loans, or by reference to the applicable
         Leverage Ratio and at the applicable percentage per annum set forth
         below under the column entitled "Applicable Margin for LIBO Rate
         Loans", in the case of such Loans made or maintained as LIBO Rate
         Loans:


<TABLE>
<CAPTION>
                                                             Applicable                          Applicable
                      Leverage                               Margin For                          Margin For
                         Ratio                             Base Rate Loans                    LIBO Rate Loans
                    ---------------                        ---------------                    ---------------
                    <S>                                         <C>                                <C>
                       >5.00x                                   2.00%                              3.25%
                       -

                    >4.50x <5.00x                               1.75%                              3.00%
                    -

                    >4.00x <4.50x                               1.50%                              2.75%
                    -

                    >3.50x<4.00x                                1.25%                              2.50%
                    -

                    >3.00x<3.50x                                1.00%                              2.25%
                    -

                       <3.00x                                   0.75%                              2.00%
</TABLE>

         The Leverage Ratio used to compute the Applicable Margin for Swing Line
Loans, Revolving Loans and Term Loans for any day referred to in clause (c)
above shall be the Leverage Ratio set forth in the Compliance Certificate most
recently delivered by Holdings to the Agents on or prior to such day pursuant to
clause (d) of Section 7.1.1 in respect of a Fiscal Quarter or Fiscal Year end.
Changes in the Applicable Margin for Swing Line Loans, Revolving Loans and Term
A Loans resulting from a change in the Leverage Ratio shall become effective on
the first day following delivery by Holdings to the Agents of a new Compliance
Certificate pursuant to clause (d) of Section 7.1.1 in respect of a Fiscal
Quarter or Fiscal Year end. If Holdings shall fail to deliver a Compliance
Certificate within the number of days after the end of any Fiscal Quarter as
required pursuant to clause (d) of Section 7.1.1 (without giving effect to any
grace period) in respect of a Fiscal Quarter or Fiscal Year end, the Applicable
Margin for Swing Line Loans, Revolving Loans and Term A Loans from and including
the first day after the date on which such Compliance Certificate was required
to be delivered to but not including the date Holdings delivers to the Agents
such Compliance Certificate shall conclusively equal the highest Applicable
Margin for Swing Line Loans, Revolving Loans and Term A Loans set forth above.

         "Asset Transfer" is defined in clause (a) of the first recital.

         "Assignee Lender" is defined in Section 11.11.1.

         "Assignor Lender" is defined in Section 11.11.1.


                                      -9-
<PAGE>   10

         "Australian Accession Deed" shall mean an Accession Deed in the form of
Schedule 2 to the Australian Security Trust Deed.

         "Australian Borrower" is defined in the preamble.

         "Australian Deed of Security" shall mean that certain RailAmerica Deed
of Security, dated as of April 29, 1999, among the Australian Borrower and the
Australian Security Trustee, substantially in the form of Exhibit G-5 hereto, as
amended, amended and restated, supplemented or otherwise modified from time to
time pursuant to the terms thereby.

         "Australian Designation Notice" shall mean a Designation Notice in the
form of Schedule 1 to the Australian Security Trust Deed.

         "Australian Dollars" and "Aus $" mean the lawful currency of Australia.

         "Australian Equitable Mortgage of Shares No.2" shall mean that certain
Equitable Mortgage of Shares, dated as of the date hereof, between RailAmerica
Australia, Inc. and the Administrative Agent.

         "Australian Equitable Mortgage of Shares No.1" shall mean that certain
RailAmerica Equitable Mortgage of Shares, dated as of April 29, 1999, among
RailAmerica Australia, Inc., a Florida corporation, RAPL and the Australian
Security Trustee, substantially in the form of Exhibit G-6 hereto, as amended,
amended and restated, supplemented or otherwise modified from time to time
pursuant to the terms thereby.

         "Australian Guaranty" shall mean that certain Australian Guaranty and
Indemnity, dated as of the date hereof, granted by RailAmerica Australia Pty.
Ltd. in favor of the Administrative Agent.

         "Australian Lender" means each Lender that has an Australian Revolving
Loan Percentage in excess of zero.

         "Australian Restricted Subsidiary" means any Restricted Subsidiary
organized under the laws of Australia or any state thereof.

         "Australian Revolving Loan" is defined in clause (b) of Section 2.1.1.

         "Australian Revolving Loan Commitment" is defined in clause (b) of
Section 2.1.1.

         "Australian Revolving Loan Commitment Amount" means $10,000,000 (with
Australian Revolving Loans to be denominated in Australian Dollars), as such
amount may be reduced pursuant to the terms hereof.

         "Australian Revolving Loan Percentage" means, relative to any Lender,
the applicable percentage relating to Australian Revolving Loans set forth
opposite its name on Schedule II hereto

                                      -10-
<PAGE>   11



under the Australian Revolving Loan Commitment column or set forth in a Lender
Assignment Agreement under the Australian Revolving Loan Commitment column, as
such percentage may be adjusted from time to time pursuant to Lender Assignment
Agreements executed by such Lender and its Assignee Lender and delivered
pursuant to Section 11.11.1. A Lender shall not have any Australian Revolving
Loan Commitment if its percentage under the Australian Revolving Loan Commitment
column is zero or is blank.

         "Australian Revolving Note" means a promissory note of the Australian
Borrower payable to any Australian Lender, in the form of Exhibit A-1C hereto
(as such promissory note may be amended, endorsed or otherwise modified from
time to time), evidencing the aggregate Indebtedness of the Australian Borrower
to such Australian Lender resulting from outstanding Australian Revolving Loans,
and also means all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.

         "Australian Security Documents" shall mean, collectively, the
Australian Security Trust Deed, the Australian Deed of Security, Australian
Guaranty, Australian Equitable Mortgage of Shares No.1 and the Australian
Equitable Mortgage of Shares No.2 and such successor thereto, each in form and
substance satisfactory to the Agents.

         "Australian Security Trust Deed" shall mean that certain Security Trust
Deed RailAmerica Security Trust, dated as of April 29, 1999, among the
Australian Borrower and the Australian Security Trustee, as supplemented by (x)
the Australian Designation Notice, dated as of the date hereof, among the
Australian Borrower, and the Australian Security Trustee and (y) the Australian
Accession Deed, dated as of the date hereof, among the Lenders and the
Australian Security Trustee, substantially in the form of Exhibit G-4 hereto, as
amended, amended and restated, supplemented or otherwise modified from time to
time pursuant to the terms thereby.

         "Australian Security Trustee" shall mean Barclays Bank PLC (ARBN 062
449 585) of Level 24, 400 George Street, Sydney, New South Wales or any of its
successors or assigns.

         "Australian Subsidiary" means a Subsidiary of the Company that is
organized under the laws or is a resident of Australia.

         "Authorized Officer" means, relative to any Obligor, those of its
officers, general parties or managing members (as applicable) whose signatures
and incumbency shall have been certified to the Agents, the Lenders and the
Issuers pursuant to Section 5.1.1.

         "Base Amount" is defined in Section 7.2.7.

         "Base Rate" means, at any time, the rate of interest then most recently
established by the Administrative Agent in New York as its prime rate for U.S.
Dollars loaned in the United States. The Base Rate is not necessarily intended
to be the lowest rate of interest determined by the Administrative Agent in
connection with extensions of credit.


                                      -11-
<PAGE>   12

         "Base Rate Loan" means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate or the Canadian Prime Rate,
as the case may be.

         "BBSY Rate" means, relative to any Interest Period, the average bid
rate per annum from the rates quoted on the "BBSY" page (the "BBSY Page") of the
Reuters Monitor System at or about 11:00 am (Sidney, Australia time) on any day
of such Interest Period, for each of the quoting reference banks appearing on
such page (there being not less than five (5) such reference banks) for a bill
with a tenor equal to the Interest Period specified in the relevant Borrowing
Request or Continuation/Conversion Notice (such calculation to be effected by
eliminating the highest and the lowest mean rates and taking the average of the
remaining bid rates and then (if necessary) rounding the resultant figure
upwards to four (4) decimal places); provided, that, if on any such day the
"BBSY Rate" cannot be determined because fewer than five (5) reference banks
have quoted rates on the BBSY Page, the "BBSY Rate" shall be calculated as above
by using the rates otherwise quoted by five (5) of the reference banks on
application by the Australian Lenders for a bill of the same tenor; provided,
further, that if with respect to any Interest Period the "BBSY Rate" cannot be
determined in accordance with the foregoing procedures then the "BBSY Rate" for
that day or Interest Period shall mean such rate as is agreed between the
Australian Lenders and the Australian Borrower with regard to comparable indices
then available, and in the absence of any such agreement shall be the rate
stipulated by the Australian Lender with regard to such comparable indices.

         "Borrowers" is defined in the preamble.

         "Borrowing" means the Loans of the same type and, in the case of LIBO
Rate Loans, having the same Interest Period made by all Lenders required to make
such Loans on the same Business Day and pursuant to the same Borrowing Request
in accordance with Section 2.1.

         "Borrowing Request" means a Loan request and certificate duly executed
by an Authorized Officer of the applicable Borrower, substantially in the form
of Exhibit B-1 hereto.

         "Business Day" means

                  (a) any day which is neither a Saturday or Sunday nor a legal
          holiday on which banks are authorized or required to be closed in New
          York, New York;

                  (b) relative to the making, continuing, prepaying or repaying
         of any LIBO Rate Loans, any day which is a Business Day described in
         clause (a) above and which is also a day on which dealings in U.S.
         Dollars are carried on in the London interbank eurodollar market; and

                  (c) with respect to any Borrowings of, Interest Periods with
         respect to, and payments of principal and interest in respect of,
         Foreign Currency Loans, any day which is a Business Day described in
         clause (a) above and which is also not a day on which banks



                                      -12-
<PAGE>   13



         are authorized or required to be closed in Toronto, Canada in the case
         of Canadian Loans and Sydney, Australia, in the case of Australian
         Revolving Loans.

         "Canada" means Canada, its ten provinces and territories.

         "Canadian BA" means a depository bill as defined in the Depository
Bills and Notes Act (Canada) in Canadian Dollars that is in the form of an order
signed by the Canadian Borrower and accepted by a Canadian Lender pursuant to
this Agreement or, for Canadian Lenders not participating in clearing services
contemplated in that Act, a draft or bill of exchange in Canadian Dollars that
is drawn by the Canadian Borrower and accepted by a Canadian Lender pursuant to
this Agreement. Orders that become depositary bills, drafts and bills of
exchange are sometimes collectively referred to in this Agreement as "drafts";
provided, however, that,

                  (a) to the extent the context shall require, each Acceptance
          Note shall be deemed to be a Canadian BA; and

                  (b) references to outstanding principal amounts relating to
         Canadian BAs shall refer to the stated amount of unmatured Canadian BAs
         which have not been collateralized pursuant to, and in accordance with,
         the terms of clause (a)(i) of Section 3.1.1.

         "Canadian BA Rate" means, (a) with respect to any Canadian BA accepted
by a Canadian Lender named on Schedule I to the Bank Act (Canada), the rate
determined by the Administrative Agent as being the arithmetic average (rounded
upward to the nearest multiple of 0.01%) of the discount rates, calculated on
the basis of a year of 365 days and determined in accordance with normal market
practice at or about 10:00 a.m. (Toronto time) on the date of acceptance, for
bankers" acceptances of those Lenders having a comparable face amount and
identical maturity date to the face amount and maturity date of such Canadian
BA, and (b) with respect to any Canadian BA accepted by any other Canadian
Lender, the rate determined by the Administrative Agent in accordance with (a)
above plus 0.10% per annum.

         "Canadian Borrower" is defined in the preamble.

         "Canadian Debentures" means the Debentures executed and delivered by
the Canadian Borrower and each of its Affiliates that is a Restricted Subsidiary
and is organized in, or a resident of, Canada, pursuant to clause (c) of Section
5.1.13 or Section 7.1.8, substantially in the form of Exhibit G-3 hereto, as
amended, amended and restated, supplemented or otherwise modified from time to
time pursuant to the terms hereof.

         "Canadian Dollar" and "Cdn $" each mean the lawful currency of Canada.

         "Canadian Guarantees" shall mean the guarantees granted by the Obligors
organized under the laws of Alberta, Ontario, Nova Scotia, British Columbia and
Canada, dated as of the date hereof, in form and substance satisfactory to the
Administrative Agent.

                                      -13-
<PAGE>   14




         "Canadian Lender" means each Lender that has a Canadian Revolving Loan
Percentage in excess of zero.

         "Canadian Loans" is defined in clause (c) of Section 2.1.1.

         "Canadian Mortgages" means a Mortgage executed and delivered by a
Canadian subsidiary.

         "Canadian Pledge Agreements" means the Canadian Pledge Agreement
executed and delivered by the Canadian Borrower and each of its Affiliates that
own shares in another Affiliate of the Canadian Borrower, pursuant to Section
5.1.13 or 7.1.8, as amended, supplemented, amended and restated or otherwise
modified from time to time.

         "Canadian Prime Rate" means, on any day, the greater of:

                  (a) the annual rate of interest expressed as a percentage per
         annum announced by the Administrative Agent that day as its reference
         rate for commercial loans made by it in Canada in Canadian Dollars; and

                  (b) the average rate for 30 day Canadian Dollar bankers'
         acceptances that appears on the Reuters Screen CDOR Pate at 10:00 a.m.
         Toronto time on that day, plus 1.0% per annum.

                  (c) the Canadian Prime Rate is not necessarily intended to be
         the lowest rate of interest determined by the Administrative Agent in
         connection with extensions of credit. Changes in the rate of interest
         on that portion of any Canadian Loans maintained at the Canadian Prime
         Rate will take effect simultaneously with each change in the Canadian
         Prime Rate. The Administrative Agent will give notice promptly to the
         Canadian Borrower of changes in the Canadian Prime Rate; provided, that
         the failure to give such notice shall not affect the Canadian Prime
         Rate in effect after such change.

         "Canadian Prime Rate Loan" means a Loan bearing interest at a
fluctuating rate determined by reference to the Canadian Prime Rate.

         "Canadian Restricted Subsidiary" means a Restricted Subsidiary
organized under the laws of Canada.

         "Canadian Revolving Loan Commitment" is defined in clause (c) of
Section 2.1.1.

         "Canadian Revolving Loan Commitment Amount" means $10,000,000 (with
Canadian Loans to be denominated in Canadian Dollars), as such amount may be
reduced pursuant to the terms hereof.



                                      -14-
<PAGE>   15




         "Canadian Revolving Loan Percentage" means, relative to any Lender, the
applicable percentage relating to Canadian Loans set forth opposite its name on
Schedule II hereto under the Canadian Revolving Loan Commitment column or set
forth in a Lender Assignment Agreement under the Canadian Revolving Loan
Commitment column, as such percentage may be adjusted from time to time pursuant
to Lender Assignment Agreements executed by such Lender and its Assignee Lender
and delivered pursuant to Section 11.11.1. A Lender shall not have any Canadian
Revolving Loan Commitment if its percentage under the Canadian Revolving Loan
Commitment column is zero or is blank.

         "Canadian Revolving Note" means a promissory note of the Canadian
Borrower payable to any Canadian Lender, in the form of Exhibit A-1B hereto (as
such promissory note may be amended, endorsed or otherwise modified from time to
time), evidencing the aggregate Indebtedness of the Canadian Borrower to such
Canadian Lender resulting from outstanding Canadian Loans, and also means all
other promissory notes accepted from time to time in substitution therefor or
renewal thereof.

         "Canadian Subsidiary" means any Subsidiary of the Company that is
organized under the laws or is a resident of Canada.

         "Canadian Security Documents" shall mean the Canadian Pledge
Agreements, the Canadian Guarantees, the Canadian Mortgages and the Canadian
Debentures.

         "Capital Expenditures" means, for any period, the aggregate amount of
all expenditures of Holdings, Intermediate Holdings, the Company and the
Restricted Subsidiaries for fixed or capital assets made during such period
which, in accordance with GAAP, would be classified as capital expenditures.

         "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's capital, whether now outstanding or
issued after the Effective Date.

         "Capitalized Lease Liabilities" means all monetary obligations of
Holdings, Intermediate Holdings, the Company or any of the Restricted
Subsidiaries under any leasing or similar arrangement which have been (or, in
accordance with GAAP, should be) classified as capitalized leases, and for
purposes of each Loan Document the amount of such obligations shall be the
capitalized amount thereof, determined in accordance with GAAP, and the stated
maturity thereof shall be the date of the last payment of rent or any other
amount due under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a premium or a penalty.

         "Cash Collateralize" means, with respect to a Letter of Credit, the
deposit of immediately available funds into a cash collateral account maintained
with (or on behalf of) the Administrative Agent on terms satisfactory to the
Agents in an amount equal to the Stated Amount of such Letter of Credit.


                                      -15-
<PAGE>   16

         "Cash Equivalent Investment" means, at any time:

                  (a) any direct obligation of (or unconditionally guaranteed
         by) the United States or a State thereof (or any agency or political
         subdivision thereof, to the extent such obligations are supported by
         the full faith and credit of the United States or a State thereof)
         maturing not more than nine months after such time;

                   (b) commercial paper maturing not more than 270 days from the
          date of issue, which is issued by

                           (i) a corporation (other than an Affiliate of any
                  Obligor or Ferronor or Kalyn/Siebert) organized under the laws
                  of any State of the United States or of the District of
                  Columbia and rated A-1 or higher by S&P or P-1 or higher by
                  Moody's, or

                           (ii)  any Lender (or its holding company);

                  (c) any certificate of deposit, time deposit or bankers
         acceptance, maturing not more than nine months after its date of
         issuance, which is issued by either

                           (i) any bank organized under the laws of the United
                  States (or any State thereof) and which has (x) a credit
                  rating of A2 or higher from Moody's or A or higher from S&P
                  and (y) a combined capital and surplus greater than
                  $500,000,000, or

                           (ii)  any Lender;

                  (d) any repurchase agreement having a term of 30 days or less
         entered into with any Lender or any commercial banking institution
         satisfying the criteria set forth in clause (c)(i) which

                           (i) is secured by a fully perfected security
                  interest in any obligation of the type described in clause
                  (a), and

                           (ii) has a market value at the time such repurchase
                  agreement is entered into of not less than 100% of the
                  repurchase obligation of such commercial banking institution
                  thereunder; or

                  (e) in the case of any Subsidiary of Holdings organized or
         having its principal place of business outside the United States,
         investments denominated in the Currency of the jurisdiction in which
         such Subsidiary is organized or has its principal place of business
         which are similar to the items specified in clauses (a) through (d)
         above.



                                      -16-
<PAGE>   17




         "Casualty Event" means the damage, destruction or condemnation, as the
case may be, of any property of Holdings, Intermediate Holdings, the Company or
any of the Restricted Subsidiaries.

         "Casualty Proceeds" means, with respect to any Casualty Event, the
amount of any insurance proceeds or condemnation awards received by Holdings,
Intermediate Holdings, the Company or any of the Restricted Subsidiaries in
connection therewith, but excluding any proceeds or awards required to be paid
to a creditor (other than the Lenders) which holds a Lien on the property which
is the subject of such Casualty Event which Lien (x) is permitted by Section
7.2.3 and (y) has priority over the Liens securing the Obligations.

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq., as amended.

         "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

          "Change in Control" means

                  (a) the failure of (i) Holdings at any time to directly own
         beneficially and of record on a fully diluted basis 100% of the
         outstanding Capital Stock of Intermediate Holdings, or (ii)
         Intermediate Holdings at any time to directly own beneficially and of
         record on a fully diluted basis 100% of the outstanding Capital Stock
         of the Company, in each case, all such Capital Stock to be held free
         and clear of all Liens (other than Liens granted under a Loan
         Document); or

                  (b) the failure of the Company (directly or through its wholly
         owned Subsidiaries) at any time to own on a fully diluted basis 100% of
         the outstanding Capital Stock of each of the Canadian Borrower, the
         Australian Borrower and RailTex, such Capital Stock to be held free and
         clear of all Liens (other than Liens granted under a Loan Document and
         Permitted Liens); or

                  (c) any person or group (within the meaning of Sections 13(d)
         and 14(d) under the Exchange Act), shall become the ultimate
         "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
         Exchange Act), directly or indirectly, of Capital Stock representing
         (i) in the case of the EGS Group, more than 25% of the Capital Stock of
         Holdings on a fully diluted basis or (ii) in the case of all other
         Persons more than 20% of the Capital Stock of Holdings on a fully
         diluted basis; or

                  (d) during any period of 24 consecutive months, individuals
         who at the beginning of such period constituted the Board of Directors
         of Holdings (together with any new directors whose election to such
         Board or whose nomination for election by the stockholders of Holdings
         was approved by a vote of a majority of the directors then still in
         office who were either directors at the beginning of such period or
         whose election or


                                      -17-
<PAGE>   18


         nomination for election was previously so approved), cease for any
         reason to constitute a majority of the Board of Directors of Holdings
         then in office; or

                  (e) the occurrence of any "Change of Control" (or similar
         term) under (and as defined in) any Subordinated Debt Document or
         Intermediate Holdings Asset Bridge Document.

         "Closing Date" means the date of the initial Credit Extension, which
shall be a Business Day not to be later than April 15, 2000.

         "Closing Date Certificate" means a certificate of an Authorized Officer
of Holdings, Intermediate Holdings and the Company substantially in the form of
Exhibit D hereto, delivered pursuant to Section 5.1.4.

         "Code" means the Internal Revenue Code of 1986, and the regulations
thereunder, in each case as amended, reformed or otherwise modified from time to
time.

         "Commitment" means, as the context may require, (i) a Lender's Term A
Loan Commitment, Term B Loan Commitment, Revolving Loan Commitment or Letter of
Credit Commitment or (ii) the Swing Line Lender"s Swing Line Loan Commitment.

         "Commitment Amount" means, as the context may require, the Term A Loan
Commitment Amount, the Term B Loan Commitment Amount, the U.S. Revolving Loan
Commitment Amount, the Canadian Revolving Loan Commitment Amount, the Australian
Revolving Loan Commitment Amount, the Letter of Credit Commitment Amount or the
Swing Line Loan Commitment Amount.

         "Commitment Termination Date" means, as the context may require, the
Term A Loan Commitment Termination Date, the Term B Loan Commitment Termination
Date or the Revolving Loan Commitment Termination Date.

         "Commitment Termination Event" means

                  (a) the occurrence of any Event of Default described in
         clauses (a) through (d) of Section 8.1.9 with respect to Holdings,
         Intermediate Holdings or any Borrower; or

                  (b) the occurrence and continuance of any other Event of
          Default and either

                           (i)  the declaration of all or any portion of the
                  Loans to be due and payable pursuant to Section 8.3, or

                           (ii) the giving of notice by the Administrative
                  Agent, acting at the direction of the Required Lenders, to the
                  Borrowers that the Commitments have been terminated.

                                      -18-
<PAGE>   19




         "Company" is defined in the preamble.

         "Compliance Certificate" means a certificate duly completed and
executed by an Authorized Officer of Holdings that is the president, the chief
executive officer or the chief financial or accounting officer of Holdings, or,
for so long as Holdings does not have a chief financial officer or accounting
officer, the treasurer of Holdings, substantially in the form of Exhibit E-1
hereto, together with such changes thereto as the Agents may from time to time
request for the purpose of monitoring the Company"s compliance with the
financial covenants contained herein.

         "Contingent Liability" means any agreement, undertaking or arrangement
by which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the Indebtedness of any
other Person (other than by endorsements of instruments in the course of
collection), or guarantees the payment of dividends or other distributions upon
the Capital Stock of any other Person. The amount of any Person"s obligation
under any Contingent Liability shall (subject to any limitation set forth
therein) be deemed to be the outstanding principal amount of the debt,
obligation or other liability guaranteed thereby.

         "Continuation/Conversion Notice" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer of a Borrower,
substantially in the form of Exhibit C hereto.

         "Controlled Group" means all members of a controlled group of
corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with
Holdings, Intermediate Holdings, the Company or any Subsidiary, are treated as a
single employer under Section 414(b) or 414(c) of the Code or Section 4001 of
ERISA.

         "Copyright Security Agreement" means any Copyright Security Agreement
executed and delivered by any Obligor in substantially the form of Exhibit D to
the U.S. Pledge and Security Agreement, as amended, supplemented, amended and
restated or otherwise modified from time to time.

         "Credit Extension" means, as the context may require,

                  (a)  the making of a Loan by a Lender; or

                  (b) the issuance of any Letter of Credit, or the extension of
         any Stated Expiry Date of any existing Letter of Credit, by an Issuer.

         "Credit Extension Request" means, as the context may require, any
Borrowing Request or Issuance Request.

                                      -19-
<PAGE>   20



         "Currency" means, as the context may require, U.S. Dollars or a Foreign
Currency.

         "Default" means any Event of Default or any condition, occurrence or
event which, after notice or lapse of time or both, would constitute an Event of
Default.

         "Disbursement" is defined in Section 2.6.2.

         "Disbursement Date" is defined in Section 2.6.2.

         "Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule I, as it may be amended, supplemented, amended and restated or
otherwise modified from time to time by Holdings, Intermediate Holdings and the
Borrowers with the written consent of the Required Lenders.

         "Disposition" (or similar words such as "Dispose") means any sale,
transfer, lease, contribution or other conveyance (including by way of merger)
of, or the granting of options, warrants or other rights to, any of Holdings",
Intermediate Holdings", the Company's or the Restricted Subsidiaries" assets
(including accounts receivables and Capital Stock of Subsidiaries) to any other
Person (other than to another Obligor) in a single transaction or series of
transactions.

         "DLJ" is defined in the preamble.

         "Documentation Agent" is defined in the preamble.

         "Domestic Office" means the office of a Lender designated as its
"Domestic Office" on Schedule II hereto or in a Lender Assignment Agreement, or
such other office within the United States as may be designated from time to
time by notice from such Lender to the Agents and the Company.

         "Domestic Subsidiary" and "Domestic Restricted Subsidiary" mean any
Subsidiary or Restricted Subsidiary, respectively of the Company that is not a
Foreign Subsidiary.

         "Domestic Subsidiary Guarantor" means any Domestic Subsidiary that is a
Subsidiary Guarantor.

         "EBITDA" means, for any applicable period, subject to clause (b) of
Section 1.4, the sum (without duplication) for the Company and the Restricted
Subsidiaries on a consolidated basis of

                  (a)  Net Income

plus

                                      -20-
<PAGE>   21



                  (b) to the extent deducted in determining Net Income, the sum
         of (i) amounts attributable to amortization, (ii) Income Tax Expense,
         (iii) Interest Expense, (iv) depreciation of assets and (v) all other
         non-cash charges,

plus

                  (c)  the excess of

                           (i)  dividends received by the Company in cash, which
                  dividends are made in respect of the Capital Stock of Ferronor
                  which is directly or indirectly owned by the Company,

         over

                           (ii) Income Tax Expense in respect of the dividends
                  referred to in clause (c)(i) above.

minus

                  (d) Restricted Payments made by the Company or any of its
         Subsidiaries pursuant to clauses (b)(iii), (b)(iv) and (b)(v) of
         Section 7.2.6.

         "Effective Date" is defined in Section 11.8.

         "EGS Group" means EGS Management, L.L.C., BEV Partners, L.P., EGS
Partners, L.L.C., Jonas Partners, L.P., William Ehrman, Beverly Ehrman (spouse
of W. Ehrman), FK Investments, L.P., Frederick Greenberg, Julia Oliver, James
Gerstl, William Lautman and Frederick Ketcher.

         "Environmental Laws" means all applicable federal, state, local or
foreign statutes, laws, ordinances, codes, rules, regulations and guidelines
(including consent decrees and administrative orders) relating to public health
and safety and protection of the environment.

         "Equity Issuance" is defined in clause (b) of the third recital.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to Sections of ERISA also refer to any successor Sections thereto.

         "Event of Default" is defined in Section 8.1.



                                      -21-
<PAGE>   22
         "Excess Cash Flow" means, for any Fiscal Year, the excess (if any), of

         (a)  EBITDA for such Fiscal Year

over

         (b)  the sum (for such Fiscal Year) of

                  (i) Interest Expense actually paid in cash by the Company and
         the Restricted Subsidiaries,
plus

                  (ii) scheduled principal repayments, to the extent actually
         made, of Term Loans pursuant to clauses (c) and (d) of Section 3.1.1
         and scheduled payments of other funded debt permitted under Section
         7.2.2 actually paid in cash,

plus

                  (iii) all income taxes actually paid in cash by the Company
         and the Restricted Subsidiaries (less the sum of (x) any cash tax
         refunds received and (y) any income taxes actually paid in cash in
         respect of the dividends referred to in clause (c)(i) of the definition
         of the term "EBITDA"),

plus

                  (iv) Capital Expenditures actually made by the Company and the
         Restricted Subsidiaries in such Fiscal Year.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Exchange Agreements" means the Exchange Agreement, dated as of
February 4, 2000, executed and delivered by Holdings and the Exchange Agreement,
dated as of February 4, 2000, executed and delivered by Intermediate Holdings,
both delivered pursuant to the Subscription Agreement.

         "Exchange Equivalent" means, on any date of determination, (a) with
respect to any Foreign Currency, the equivalent amount in U.S. Dollars of such
Foreign Currency, and (b) with respect to U.S. Dollars, the equivalent amount in
the applicable Foreign Currency of such U.S. Dollars, in each case as determined
by reference to the New York foreign exchange selling rates, as determined by
the Administrative Agent (in accordance with its standard practices).

         "Exemption Certificate" is defined in clause (e) of Section 4.6.

                                      -22-

<PAGE>   23
         "Expense Payments" is defined in clause (d) of the second recital.

         "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to

                  (a) 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

                  (b) 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 it.

         "Fee Letter" means the confidential fee letter, dated February 3, 2000,
between DLJ and the Company.

         "Ferronor" means, collectively, RailAmerica de Chile S.A., a Chilean
corporation and its Subsidiaries.

         "Ferronor Loan Documents" means, collectively, (i) the letter
agreement, dated as of January 16, 1997, between Banco de Boston and Holdings
(including the Term Sheet amended thereto), (ii) the promissory note dated as of
February 18, 1997 made by RailAmerica de Chile S.A. in favor of The First
National Bank of Boston and (iii) the Participation Agreement dated as of
February 18, 1997 between The First National Bank of Boston and Holdings, as
each such agreement is in effect on the Closing Date and in each case, as
amended, supplemented, amended and restated or otherwise modified from time to
time in accordance with Section 7.2.12.

         "Filing Agent" is defined in Section 5.1.10.

         "Filing Statements" is defined in Section 5.1.10.

         "Fiscal Quarter" means a quarter ending on the last day of March, June,
September or December.

         "Fiscal Year" means any period of twelve consecutive calendar months
ending on December 31; references to a Fiscal Year with a number corresponding
to any calendar year (e.g., the "2000 Fiscal Year") refer to the Fiscal Year
ending on December 31 of such calendar year.


                                      -23-

<PAGE>   24


         "Fixed Charge Coverage Ratio" means, as of the close of any Fiscal
Quarter, the ratio computed for the period consisting of such Fiscal Quarter and
each of the three immediately preceding Fiscal Quarters of:

         (a)      (i) EBITDA (for all such Fiscal Quarters)

to
         (b)  the sum (without duplication) of

                  (i) Interest Expense paid or payable in cash for all such
              Fiscal Quarters;

         plus

                  (ii) all scheduled principal repayments of Indebtedness of the
              Company and the Restricted Subsidiaries made during such period
              (including repayments of the Term Loans pursuant to clauses (c)
              and (d) of Section 3.1.1, after giving effect to any reductions in
              such scheduled principal repayments attributable to any optional
              or mandatory prepayments of the Term Loans) during all such Fiscal
              Quarters;

         plus

                  (iii) all Income Tax Expense actually paid in cash for all
              such Fiscal Quarters;

         plus

                  (iv) Restricted Payments made by the Company or any of its
              Subsidiaries pursuant to clause (b)(ii) and (vii) of Section 7.2.6
              (for all such Fiscal Quarters);

         plus

                  (v) all dividends (including Restricted Payments made pursuant
              to clause (b)(i) of Section 7.2.6) paid or payable in cash in
              respect of preferred Capital Stock of Holdings (for all such
              Fiscal Quarters).

         "Foreign Borrowers" means, collectively, the Australian Borrower and
the Canadian Borrower.

         "Foreign Currency" means any currency other than U.S. Dollars.

         "Foreign Currency Equivalent" means the Exchange Equivalent in the
applicable Foreign Currency of any amount of U.S. Dollars.

         "Foreign Currency Revolving Loan" means, as the context may require, an
Australian Revolving Loan or a Canadian Loan.

                                      -24-

<PAGE>   25
         "Foreign Currency Revolving Loan Commitment" means, as the context may
require, a Lender's Australian Revolving Loan Commitment or Canadian Revolving
Loan Commitment.

         "Foreign Currency Revolving Loan Commitment Amount" means, as the
context may require, the Australian Revolving Loan Commitment Amount and/or the
Canadian Revolving Loan Commitment Amount.

         "Foreign Pledge Agreement" means any supplemental pledge agreement
governed by the laws of a jurisdiction other than the United States or a state
thereof executed and delivered by the Company or any of the Restricted
Subsidiaries pursuant to the terms of this Agreement, in form and substance
satisfactory to the Agents, as may be necessary or desirable under the laws of
organization or incorporation of a Restricted Subsidiary to further protect or
perfect the Lien on and security interest in any Collateral (as defined in a
U.S. Pledge and Security Agreement).

         "Foreign Subsidiary" means any Subsidiary of Holdings (a) which is
organized under the laws of any jurisdiction outside of the United States, (b)
which conducts the major portion of its business outside of the United States
and (c) all or substantially all of the property and assets of which are located
outside of the United States.

         "F.R.S. Board" means the Board of Governors of the Federal Reserve
System or any successor thereto.

         "GAAP" is defined in Section 1.4.

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

         "Guaranty" means, as the context may require, the Holdings Guaranty,
the Intermediate Holdings Guaranty and/or each Subsidiary Guaranty.

         "Guarantor" means, as the context may require, Holdings, Intermediate
Holdings and/or each Subsidiary Guarantor.

         "Hazardous Material" means

                  (a)  any "hazardous substance", as defined by CERCLA;

                  (b)  any "hazardous waste", as defined by the Resource
         Conservation and Recovery Act, as amended; or

                  (c) any pollutant or contaminant or hazardous, dangerous or
         toxic chemical, material or substance (including any petroleum product)
         within the meaning of any other


                                      -25-


<PAGE>   26

         applicable foreign, federal, state or local law, regulation, ordinance
         or requirement (including consent decrees and administrative orders)
         relating to or imposing liability or standards of conduct concerning
         any hazardous, toxic or dangerous waste, substance or material, all as
         amended.

         "Hedging Obligations" means, with respect to any Person, all
liabilities of such Person under currency exchange agreements, interest rate
swap agreements, interest rate cap agreements and interest rate collar
agreements, and all other agreements or arrangements designed to protect such
Person against fluctuations in interest rates or currency exchange rates.

         "herein", "hereof", "hereto", "hereunder" and similar terms contained
in any Loan Document refer to such Loan Document as a whole and not to any
particular section, paragraph or provision of such Loan Document.

         "Holdings" is defined in the preamble.

         "Holdings Common Stock" is defined in clause (b) of the first recital.

         "Holdings Convertible Preferred Stock" means the Series A Convertible
Redeemable Preferred Stock, par value $.001 per share of Holdings.

         "Holdings Convertible Subordinated Notes" means the outstanding 6%
Junior Convertible Debentures due July 31, 2004 issued by Holdings.

         "Holdings Guaranty" means the Obligations of Holdings undertaken
pursuant to Section 10.1.


         "Impermissible Qualification" means any qualification or exception to
the opinion or certification of any independent public accountant as to any
financial statement of Holdings

                  (a)  which is of a "going concern" or similar nature;

                  (b)  which relates to the limited scope of examination of
         matters relevant to such financial statement; or

                  (c) which relates to the treatment or classification of any
         item in such financial statement and which, as a condition to its
         removal, would require an adjustment to such item the effect of which
         would be to cause Holdings, Intermediate Holdings or any Borrower to be
         in Default.

         "including" and "include" mean including without limiting the
generality of any description preceding such term, and, for purposes of each
Loan Document, the parties hereto agree that the rule of ejusdem generis shall
not be applicable to limit a general statement, which is followed by


                                      -26-


<PAGE>   27

or referable to an enumeration of specific matters, to matters similar to the
matters specifically mentioned.

         "Income Tax Expense" means the sum of (i) all federal, state, local and
foreign income taxes paid or payable by the Company and the Restricted
Subsidiaries to the relevant Governmental Authority and (ii) without
duplication, payments under the Tax Sharing Agreement by the Company and the
Restricted Subsidiaries for the federal income tax liability of the affiliated
group as defined in Section 1504(a) of the Code, of which the Company and the
Restricted Subsidiaries are members.

         "Indebtedness" of any Person means:

                  (a) all obligations of such Person for borrowed money or
         advances and all obligations of such Person evidenced by bonds,
         debentures, notes or similar instruments;

                  (b) all obligations, contingent or otherwise, relative to the
         face amount of all letters of credit, whether or not drawn, and
         banker"s acceptances issued for the account of such Person;

                  (c)  all Capitalized Lease Liabilities of such Person;

                  (d) for purposes of Section 8.1.5 only, all other items which,
         in accordance with GAAP, would be included as liabilities on the
         liability side of the balance sheet of such Person as of the date at
         which Indebtedness is to be determined;

                  (e)  net liabilities of such Person under all Hedging
         Obligations;

                  (f) whether or not so included as liabilities in accordance
         with GAAP, all obligations of such Person to pay the deferred purchase
         price of property or services excluding trade accounts payable in the
         ordinary course of business which are not overdue for a period of more
         than 90 days or, if overdue for more than 90 days, as to which a
         dispute exists and adequate reserves in conformity with GAAP have been
         established on the books of such Person, and indebtedness secured by
         (or for which the holder of such indebtedness has an existing right,
         contingent or otherwise, to be secured by) a Lien on property owned or
         being acquired by such Person (including indebtedness arising under
         conditional sales or other title retention agreements), whether or not
         such indebtedness shall have been assumed by such Person or is limited
         in recourse;

                  (g)  obligations arising under Synthetic Leases; and

                  (h) all Contingent Liabilities of such Person in respect of
         any of the foregoing with respect to another Person.


                                      -27-

<PAGE>   28


The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to
the extent such Person is liable therefor 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 that such Person is not liable therefor.

         "Indemnified Liabilities" is defined in Section 11.4.

         "Indemnified Parties" is defined in Section 11.4.

         "Interco Subordination Agreement" means the Subordination Agreement,
substantially in the form of Exhibit I hereto, executed and delivered by two or
more Obligors pursuant to the terms of this Agreement, as amended, supplemented,
amended and restated or otherwise modified from time to time.

         "Intercreditor Agreement" means the Intercreditor Agreement,
substantially in the form of Exhibit N hereto, executed and delivered by the
Lenders and the Administrative Agent and acknowledged by Holdings, Intermediate
Holdings, each Borrower and each Subsidiary Guarantor pursuant to the terms of
this Agreement, as amended, supplemented, amended and restated or otherwise
modified from time to time.

         "Interest Coverage Ratio" means, as of the close of any Fiscal Quarter,
the ratio computed for the period consisting of such Fiscal Quarter and each of
the three immediately preceding Fiscal Quarters of:

                  (a)  EBITDA (for all such Fiscal Quarters)
         to
                  (b) the sum (for all such Fiscal Quarters) of (i) Interest
         Expense (for all such Fiscal Quarters paid or payable in cash, (ii) all
         dividends paid or payable (including, without duplication, Restricted
         Payments made pursuant to clause (b)(i) of Section 7.2.6) in cash in
         respect of preferred Capital Stock of Holdings (for all such Fiscal
         Quarters) and (iii) Restricted Payments made by the Company or any of
         its Subsidiaries pursuant to clause (b)(ii) and (b)(vii) of Section
         7.2.6.

         "Interest Expense" means, for any Fiscal Quarter, the aggregate
interest expense (both accrued and paid) of the Company and the Restricted
Subsidiaries for such Fiscal Quarter, including the portion of any payments made
in respect of Capitalized Lease Liabilities allocable to interest expense (net
of interest income paid during such period to the Company and the Restricted
Subsidiaries).

         "Interest Period" means, (a) as to any LIBO Rate Loan, the period
beginning on (and including) the date on which such LIBO Rate Loan is made or
continued as, or converted into, a LIBO Rate Loan pursuant to Sections 2.3 or
2.4 and shall end on (but exclude) the day which numerically corresponds to such
date one, two, three, six months or, with the consent of each applicable Lender,
nine or twelve months thereafter (or, if such month has no numerically


                                      -28-


<PAGE>   29


corresponding day, on the last Business Day of such month), as the applicable
Borrower may select in its relevant notice pursuant to Sections 2.3 or 2.4; and
(b) as to any Canadian BA or Acceptance Note, the period beginning on (and
including) the date on which such Canadian BA is accepted or rolled over
pursuant to Section 2.4 or 2.8 or such Acceptance Note is issued pursuant to
Section 2.8 and continuing to (but excluding) the date which is 30, 60, 90 or
180 days thereafter as the Canadian Borrower may select in its relevant notice
pursuant to Section 2.4 or 2.8; provided, however, that

                  (a) the Borrowers shall not be permitted to select Interest
         Periods to be in effect at any one time which have expiration dates
         occurring on more than ten different dates for U.S. Revolving Loans and
         Term Loans and three different dates for Canadian Loans and three
         different dates for Australian Revolving Loans;

                  (b) if such Interest Period would otherwise end on a day which
         is not a Business Day, such Interest Period shall end on the next
         following Business Day (unless such next following Business Day is the
         first Business Day of a calendar month, in which case such Interest
         Period shall end on the immediately preceding Business Day); and

                  (c) no Interest Period for any Loan may end later than the
         Stated Maturity Date for such Loan.

         "Intermediate Holdings" is defined in the preamble.

         "Intermediate Holdings Asset Bridge Documents" means, collectively, the
note purchase agreement, promissory notes, guarantees, and other instruments
(including the Intermediate Holdings Asset Bridge Notes) and agreements
evidencing the terms of the Intermediate Holdings Asset Bridge Notes, as
amended, supplemented, amended and restated or otherwise modified in accordance
with Section 7.2.12.

         "Intermediate Holdings Asset Bridge Note" is defined in clause (f) of
the third recital.

         "Intermediate Holdings Asset Bridge Note Issuance" is defined in clause
(f) of the third recital.

         "Intermediate Holdings Asset Bridge Note Pledge Agreement" means the
Intermediate Holdings Asset Bridge Note Pledge Agreement, dated as of February
4, 2000, executed and delivered by an Authorized Officer of Intermediate
Holdings, as amended, supplemented, amended and restated or otherwise modified
from time to time.

         "Intermediate Holdings Excluded Assets" means the Capital Stock of
Kalyn/Siebert and all of its assets.

         "Intermediate Holdings Guaranty" means the Obligations of Intermediate
Holdings undertaken pursuant to Section 10.1.


                                      -29-


<PAGE>   30


         "Intermediate Holdings Securities Purchase Agreement" means the
Securities Purchase Agreement, dated as of February 4, 2000 among Intermediate
Holdings and the purchasers party thereto in respect of the Intermediate
Holdings Asset Bridge Notes, as amended from time to time in accordance with
Section 7.2.12.

         "Investment" means, relative to any Person,

                  (a) any loan, advance or extension of credit made by such
         Person to any other Person, including the purchase by such Person of
         any bonds, notes, debentures or other debt securities of any other
         Person; and

                  (b) any Capital Stock held by such Person in any other Person.

The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon and shall, if made by
the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such property at the time of such Investment.

         "ISP Rules" is defined in Section 11.9.

         "Issuance Request" means a Letter of Credit request and certificate
duly executed by an Authorized Officer of the Company, substantially in the form
of Exhibit B-2 hereto.

         "Issuer" means the Administrative Agent in its capacity as Issuer of
the Letters of Credit. At the request of the Administrative Agent and with the
Company's consent (not to be unreasonably withheld), another Lender or an
Affiliate of the Administrative Agent may issue one or more Letters of Credit
hereunder.

         "Kalyn/Siebert" means, collectively, Kalyn/Siebert I, Incorporated, a
Texas corporation and its Subsidiaries.

         "Lender Assignment Agreement" means an assignment agreement
substantially in the form of Exhibit K hereto.

         "Lenders" is defined in the preamble including any Person that becomes
a Lender pursuant to Section 11.11.1).

         "Lender's Environmental Liability" means any and all losses,
liabilities, obligations, penalties, claims, litigation, demands, defenses,
costs, judgments, suits, proceedings, damages (including consequential damages),
disbursements or expenses of any kind or nature whatsoever (including reasonable
attorneys' fees at trial and appellate levels and experts' fees and
disbursements and expenses incurred in investigating, defending against or
prosecuting any litigation, claim or proceeding) which may at any time be
imposed upon, incurred by or asserted or awarded against either Agent, any
Lender or any Issuer or any of such Person's Affiliates,


                                      -30-

<PAGE>   31


shareholders, directors, officers, employees, investment advisors and agents
in connection with or arising from:

                  (a) any Hazardous Material on, in, under or affecting all or
         any portion of any property owned, leased or operated upon (including
         rights of way easements) of Holdings, Intermediate Holdings, the
         Borrowers or any of their respective Subsidiaries, the groundwater
         thereunder, or any surrounding areas thereof to the extent caused by
         Releases from Holdings', Intermediate Holdings', the Borrowers' or any
         of their respective Subsidiaries' or any of their respective
         predecessors' properties owned, leased or operated upon (including
         right of way easements);

                  (b)  any misrepresentation, inaccuracy or breach of any
         warranty contained in Section 6.12;

                  (c)  any violation or claim of violation by Holdings,
         Intermediate Holdings, the Borrowers or any of their
         respective Subsidiaries of any Environmental Laws; or

                  (d) the imposition of any lien for damages caused by or the
         recovery of any costs for the cleanup, release or threatened release of
         Hazardous Material by Holdings, Intermediate Holdings, the Borrowers or
         any of their respective Subsidiaries, or in connection with any
         property owned, leased or operated upon (including rights of way
         easements) or formerly owned, leased or operated upon (including rights
         of way easements) by Holdings, the Borrowers or any of their respective
         Subsidiaries.

         "Letter of Credit" is defined in Section 2.1.2.

         "Letter of Credit Commitment" means, with respect to an Issuer, such
Issuer's obligation to issue Letters of Credit pursuant to Section 2.1.2 and,
with respect to each U.S. Revolving Lender, the obligations of each such Lender
to participate in such Letters of Credit pursuant to Section 2.6.1.

         "Letter of Credit Commitment Amount" means, on any date, a maximum
amount of $10,000,000, as such amount may be permanently reduced from time to
time pursuant to Section 2.2.

         "Letter of Credit Outstandings" means, on any date, an amount equal to
the sum of (i) the then aggregate amount which is undrawn and available under
all issued and outstanding Letters of Credit, and (ii) the then aggregate amount
of all unpaid and outstanding Reimbursement Obligations.

         "Leverage Ratio" means, as of the last day of any Fiscal Quarter, the
ratio of

                  (a)  Total Debt outstanding on the last day of such Fiscal
         Quarter


                                      -31-


<PAGE>   32

         to
                  (b) EBITDA computed for the period consisting of such Fiscal
         Quarter and each of the three immediately preceding Fiscal Quarters.

         "LIBO Rate" means, relative to any Interest Period for LIBO Rate Loans
in any Currency, the rate of interest per annum determined by the Administrative
Agent to be the arithmetic mean (rounded upward to the next 1/16th of 1%) of the
rates of interest per annum at which deposits in such Currency in the
approximate amount of the Loan to be made or continued as, or converted into, a
LIBO Rate Loan by the Administrative Agent (or, in the case of any LIBO Rate in
respect of any LIBO Rate Loans in which the Administrative Agent will not
participate, $1,000,000 or the Foreign Currency Equivalent thereof) and having a
maturity comparable to such Interest Period would be offered to the
Administrative Agent in the London interbank market at its request in the case
of LIBO Rate Loans denominated in any Currency, at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period.

         "LIBO Rate Loan" means a Loan bearing interest, at all times during an
Interest Period applicable to such Loan, at a rate of interest determined by
reference to the LIBO Rate (Reserve Adjusted).

         "LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be made,
continued or maintained as, or converted into, a LIBO Rate Loan for any Interest
Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/16 of
1%) determined pursuant to the following formula:

            LIBO Rate                           LIBO Rate
                                 =   ------------------------------
         (Reserve Adjusted)          1.00 - LIBOR Reserve Percentage

The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate Loans
will be determined by the Administrative Agent on the basis of the LIBOR Reserve
Percentage in effect two Business Days before the first day of such Interest
Period.

         "LIBOR Office" means the office of a Lender designated as its "LIBOR
Office" on Schedule II hereto or in a Lender Assignment Agreement, or such other
office designated from time to time by notice from such Lender to the Borrowers
and the Administrative Agent, whether or not outside the United States, which
shall be making or maintaining the LIBO Rate Loans of such Lender.

         "LIBOR Reserve Percentage" means, relative to any Interest Period for
LIBO Rate Loans, the reserve percentage (expressed as a decimal) equal to the
maximum aggregate reserve requirements (including all basic, emergency,
supplemental, marginal and other reserves and taking into account any
transitional adjustments or other scheduled changes in reserve requirements)
specified under regulations issued from time to time by the F.R.S. Board and
then applicable to assets or liabilities consisting of or including
"Eurocurrency Liabilities", as


                                      -32-

<PAGE>   33


currently defined in Regulation D of the F.R.S. Board, having a term
approximately equal or comparable to such Interest Period.

         "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit, encumbrance, lien (statutory or otherwise), charge against
or interest in property, or other priority or preferential arrangement of any
kind or nature whatsoever, to secure payment of a debt or performance of an
obligation.

         "Loan Documents" collectively means this Agreement, the Letters of
Credit, each Rate Protection Agreement, the Interco Subordination Agreement, the
Fee Letter, the Administrative Agent Fee Letter, each agreement pursuant to
which the Administrative Agent is granted a Lien to secure any or all of the
Obligations (including each Pledge and Security Agreement and each Mortgage) and
each other agreement, certificate, document or instrument delivered in
connection with any Loan Document, whether or not specifically mentioned herein
or therein.

         "Loans" means, as the context may require, a Revolving Loan, a Term
Loan or a Swing Line Loan.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, assets, condition (financial or otherwise), operations, performance,
properties, or prospects of Holdings, Intermediate Holdings, the Company and the
Restricted Subsidiaries taken as a whole, (ii) the rights and remedies of any
Secured Party under any Loan Document or (iii) the ability of any Obligor to
perform its Obligations under any Loan Document.

         "Material Documents" means the Merger Agreement, the Organic Documents
of Holdings, Intermediate Holdings and each Borrower, the Subordinated Debt
Documents, the Intermediate Holdings Asset Bridge Documents, the Tax Sharing
Agreement, Ferronor Loan Documents, Subscription Agreements and Exchange
Agreements in each case as amended, supplemented, amended and restated or
otherwise modified from time to time in accordance with Section 7.2.12.

         "Merger Agreement" is defined in clause (b) of the first recital.

         "Merger Consideration" is defined in clause (b) of the first recital.

         "Mergerco" is defined in clause (b) of the first recital.

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

         "Mortgage" means each mortgage, deed of trust or agreement executed and
delivered by any Obligor in favor of the Administrative Agent for the benefit of
the Secured Parties pursuant to the requirements of this Agreement in
substantially the form of Exhibit J-1, J-2, or J-3 hereto, as the case may be,
as applicable, under which a Lien is granted on the real property and fixtures
described therein, in each case as amended, supplemented, amended and restated
or otherwise modified from time to time.


                                      -33-


<PAGE>   34


         "Net Debt Proceeds" means with respect to the sale or issuance by
Holdings, Intermediate Holdings, the Company or the Restricted Subsidiaries to
any Person of any of its Indebtedness not permitted pursuant to Section 7.2.2,
the excess of:

                  (a)  the gross cash proceeds received by such Person from
         such sale or issuance,

over

                  (b) the sum of (i) all underwriting commissions and legal,
         investment banking, brokerage and accounting and other professional
         fees, sales commissions and disbursements actually incurred in
         connection with such sale or issuance which have not been paid to
         Affiliates of Holdings in connection therewith and (ii) to the extent
         used to refinance the Subordinated Bridge Notes, cash proceeds of the
         Permanent Financing Debt.

         "Net Disposition Proceeds" means, with respect to any sale, transfer or
other disposition of any assets of Holdings, Intermediate Holdings, the Company
or any of the Restricted Subsidiaries (other than sales made as part of the
Transaction and other sales permitted pursuant to clause (a), (b), (c), (d) or
(e) of Section 7.2.11), the excess of

                  (a) the gross cash proceeds received by Holdings, Intermediate
         Holdings, the Company or any such Restricted Subsidiary, as the case
         may be, from any such Disposition and any cash payments received in
         respect of promissory notes or other non-cash consideration delivered
         to Holdings, Intermediate Holdings, the Company or such Restricted
         Subsidiary, as the case may be, in respect thereof,

over

                  (b) the sum (without duplication) of (i) all fees and expenses
         with respect to legal, investment banking, brokerage, accounting and
         other professional fees, sales commissions and disbursements and all
         other reasonable fees, expenses and charges, in each case actually
         incurred in connection with such Disposition which have not been paid
         to Affiliates of Holdings, Intermediate Holdings or the Company, (ii)
         all taxes and other governmental costs and expenses actually paid or
         estimated by such Person (in good faith) to be payable in cash in
         connection with such Disposition, and (iii) payments made by Holdings,
         Intermediate Holdings, the Company or any of the Restricted
         Subsidiaries to retire Indebtedness (other than the Credit Extensions)
         of Holdings, Intermediate Holdings, the Company or any of the
         Restricted Subsidiaries where payment of such Indebtedness is required
         in connection with such Disposition;

provided, however, that if, after the payment of all taxes with respect to such
Disposition, the amount of estimated taxes, if any, pursuant to clause (b)(ii)
above exceeded the tax amount in respect of such Disposition, the aggregate
amount of such excess shall, at such time, constitute Net Disposition Proceeds.


                                      -34-

<PAGE>   35


         "Net Equity Proceeds" means with respect to any sale or issuance by
Holdings, Intermediate Holdings, the Company or the Restricted Subsidiaries to
any Person of any Capital Stock or, warrants or options for such Capital Stock
or the exercise of any such warrants or options, the excess of:

                  (a) the gross cash proceeds received by Holdings, Intermediate
         Holdings, the Company or any such Restricted Subsidiary from such sale,
         exercise or issuance; provided, however, that the Company may exclude
         up to $100,000 in aggregate of such gross proceeds in each Fiscal Year.

over

                  (b) the sum of (i) all underwriting commissions and legal,
         investment banking, brokerage, accounting and other professional fees,
         sales commissions and disbursements actually incurred in connection
         with such sale or issuance which have not been paid to Affiliates of
         Holdings, Intermediate Holdings, or the Company in connection therewith
         and (ii) to the extent used to refinance the Subordinated Bridge Notes,
         cash proceeds of the Permanent Financing.

         "Net Income" means, for any period, the aggregate of all amounts
(exclusive of all amounts in respect of any extraordinary gains but including
extraordinary losses) which would be included as net income on the consolidated
financial statements of the Company and the Restricted Subsidiaries for such
period.

         "Net Worth" means, with respect to any Person at any date, on a
consolidated basis for such Person and its Subsidiaries, the excess of:

                  (a) the sum of Capital Stock taken at par value, capital
         surplus, additional paid-in capital, and retained earnings (or
         accumulated deficit) of such Person at such date;

minus

                  (b) treasury stock of such Person and, to the extent included
         in the preceding clause (a), minority interests in Subsidiaries of such
         Person at such date.

         "Non-Domestic Lender" means any Lender that is not a "United States
person", as defined under Section 7701(a)(30) of the Code.

         "Non-Excluded Taxes" means any Taxes other than net income and
franchise taxes imposed with respect to any Secured Party by a Governmental
Authority under the laws of which such Secured Party is organized or in which it
maintains its applicable lending office.

         "Note" means, as the context may require, a Revolving Note, a Term A
Note, a Term B Note, a Swing Line Note or an Acceptance Note.


                                      -35-


<PAGE>   36


         "Notional BA Proceeds" means, relative to a particular Canadian Loan by
way of Canadian BAs, the aggregate face amount of such Canadian BAs less the
aggregate of:

                  (a) a discount from the aggregate face amount of such Canadian
         BAs calculated in accordance with normal market practice based on the
         Canadian BA Rate for the term of such Canadian BAs; and

                  (b) the amount of the Applicable Canadian BA Stamping Fees in
         respect of such Canadian BAs.

         "Obligations" means all obligations (monetary or otherwise, whether
absolute or contingent, matured or unmatured) of Holdings, Intermediate
Holdings, the Borrowers and each other Obligor arising under or in connection
with a Loan Document, including the principal of and premium, if any, and
interest (including interest accruing during the pendency of any proceeding of
the type described in Section 8.1.9, whether or not allowed in such proceeding)
on the Loans and all Reimbursement Obligations.

         "Obligor" means, as the context may require, Holdings, Intermediate
Holdings, the Borrowers and each other Person (other than a Secured Party)
obligated under any Loan Document.

         "Organic Document" means, relative to any Obligor, as applicable, its
certificate of incorporation, by-laws, certificate of partnership, partnership
agreement, certificate of formation, limited liability agreement and all
shareholder agreements, voting trusts and similar arrangements applicable to any
of such Obligor"s partnership interests, limited liability company interests or
authorized shares of Capital Stock.

         "Other Taxes" means any and all stamp, documentary or similar taxes, or
any other excise or property taxes or similar levies that arise on account of
any payment made or required to be made under any Loan Document or from the
execution, delivery, registration, recording or enforcement of any Loan
Document.

         "Participant" is defined in Section 11.11.2.

         "Patent Security Agreement" means any Patent Security Agreement
executed and delivered by any Obligor in substantially the form of Exhibit B to
the U.S. Pledge and Security Agreement, as amended, supplemented, amended and
restated or otherwise modified from time to time.

         "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

         "Pension Plan" means a "pension plan", as such term is defined in
Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which
Holdings, the Company or any corporation, trade or business


                                      -36-


<PAGE>   37


that is, along with Holdings and the Company, a member of a Controlled Group,
may have liability, including any liability by reason of having been a
substantial employer within the meaning of Section 4063 of ERISA at any time
during the preceding five years, or by reason of being deemed to be a
contributing sponsor under Section 4069 of ERISA.

         "Percentage" means, as the context may require, any Lender"s U.S.
Revolving Loan Percentage, Canadian Revolving Loan Percentage, Australian
Revolving Loan Percentage, Term A Percentage or Term B Percentage.

         "Permanent Financing" has the meaning set forth in the Securities
Purchase Agreement.

         "Permanent Financing Debt" means Permanent Financing consisting of
Indebtedness in an aggregate principal amount not to exceed $200,000,000.

         "Permitted Acquisition" means an acquisition (whether pursuant to an
acquisition of Capital Stock, assets or otherwise) by the Company or any of the
Restricted Subsidiaries from any Person of a business in which the following
conditions are satisfied:

                  (a) immediately before and after giving effect to such
         acquisition no Default shall have occurred and be continuing or would
         result therefrom (including under Section 7.2.1); and

                  (b) Holdings shall have delivered to the Agents a Compliance
         Certificate for the period of four full Fiscal Quarters immediately
         preceding such acquisition (prepared in good faith and in a manner and
         using such methodology which is consistent with the most recent
         financial statements delivered pursuant to Section 7.1.1) giving pro
         forma effect to the consummation of such acquisition and evidencing
         compliance with the covenants set forth in Section 7.2.4.

         "Person" means any natural person, corporation, limited liability
company, partnership, joint venture, association, trust or unincorporated
organization, Governmental Authority or any other legal entity, whether acting
in an individual, fiduciary or other capacity.

         "Pledge and Security Agreement" means, as the context may require, the
U.S. Pledge and Security Agreement, any of the Australian Security Documents
and/or the Canadian Debentures.

         "Pledged Subsidiary" means each Subsidiary of the Company in respect of
which the Administrative Agent has been granted a security interest in or a
pledge of any of the Capital Stock of such Subsidiary.

         "P.P.S.A." means the Personal Property Security Act (Ontario), as in
effect from time to time in the Province of Ontario; provided, that if, with
respect to any Filing Statement or by reason of any provisions of law, the
perfection or the effect of perfection or non-perfection of the security
interests granted to the Administrative Agent pursuant to the applicable Loan
Document is


                                      -37-

<PAGE>   38

governed by the Personal Property Security Act (or other similar
legislation) as in effect in a jurisdiction of Canada other than Ontario,
"P.P.S.A." means the Personal Property Security Act (or other similar
legislation) as in effect from time to time in such other jurisdiction for
purposes of the provisions of this Agreement, each Loan Document and any Filing
Statement relating to such perfection or effect of perfection or non-perfection.

         "Projections" is defined in clause (a)(ii) of Section 5.1.8.

         "PWC" means PricewaterhouseCoopers LLC.

         "QRC" means Societe des Chemins de Fer du Quebec Inc./Quebec Railway
Corporation, Inc., a corporation organized under the laws of the province of
Quebec, Canada.

         "Quarterly Payment Date" means the last Business Day of March, June,
September and December.

         "RailTex" is defined in clause (b) of the first recital.

         "RailTex Brazil" is defined in clause (e) of the third recital.

         "RAPL" shall mean RailAmerica Australia Pty Limited (ACN 079 392 993)
of Level 1, 140 King Street, Melbourne, Victoria.

         "Rate Protection Agreement" means, collectively, any interest rate
swap, cap, collar, foreign currency exchange agreement, foreign currency
exchange hedge agreement or similar agreement entered into by the Company or any
of its Subsidiaries under which the counterparty of such agreement is (or at the
time such agreement was entered into, was) a Lender or an Affiliate of a Lender.

         "RailAmerica Refinancing" is defined in clause (b) of the second
recital.

         "RailTex Refinancing" is defined in clause (c) of the second recital.

         "Refunded Swing Line Loans" is defined in clause (b) of Section 2.3.2.

         "Register" is defined in clause (b) of Section 2.7.

         "Reimbursement Obligation" is defined in Section 2.6.3.

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

         "Release" means a "release", as such term is defined in CERCLA.


                                      -38-


<PAGE>   39


         "Replacement Lender" is defined in Section 4.10.

         "Replacement Notice" is defined in Section 4.10.

         "Required Lenders" means, at any time,

                  (a)  prior to the Closing Date, Lenders having at least 51%
         of the Term Loan Commitments and the Revolving Loan Commitments; and

                  (b) on and after the date of the Closing Date, Lenders holding
         at least 51% of the Total Exposure Amount.

         "Resource Conservation and Recovery Act" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended.

         "Responsible Officer" means, with respect to any Person, its chief
executive officer, its president or any vice president, managing director,
treasurer, controller or other officer thereof having substantially the same
authority and responsibility.

         "Restricted Payment" means the declaration or payment of any dividend
(other than dividends payable solely in Capital Stock of Holdings) on, or the
making of any payment or distribution on account of, or setting apart assets for
a sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of any class of Capital Stock of Holdings,
Intermediate Holdings, the Company or any Restricted Subsidiary or any warrants
or options to purchase any such Capital Stock, whether now or hereafter
outstanding, or the making of any other distribution in respect thereof, either
directly or indirectly, whether in cash or property, obligations of Holdings,
Intermediate Holdings, the Company or any Restricted Subsidiary or otherwise.

         "Restricted Subsidiary" means any Subsidiary of the Company other than
Ferronor.

         "Revolving Loan" means, as the context may require, a U.S. Revolving
Loan and/or a Foreign Currency Revolving Loan.

         "Revolving Loan Commitment" means, as the context may require, a U.S.
Revolving Loan Commitment and/or a Foreign Currency Revolving Loan Commitment.

         "Revolving Loan Commitment Amount" means, as the context may require,
the U.S. Revolving Loan Commitment Amount and/or a Foreign Currency Revolving
Loan Commitment Amount.


                                      -39-

<PAGE>   40


         "Revolving Loan Commitment Termination Date" means the earliest of

                 (a)  April 15, 2000 (if the initial Credit Extension has not
         occurred on or prior to such date);

                 (b)  December 31, 2005;

                 (c) the date on which each Revolving Loan Commitment Amount is
         terminated in full or reduced to zero pursuant to the terms of this
         Agreement; and

                 (d)  the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described in the preceding clauses (c) or (d),
the Revolving Loan Commitments shall terminate automatically and without any
further action.

         "Revolving Note" means, as the context may require, the U.S. Revolving
Note, the Canadian Revolving Note and/or the Australian Revolving Note.

         "Sale Leasebacks" is defined in Section 7.2.15.

         "S&P" means Standard & Poor's Rating Services, a division of
McGraw-Hill, Inc.

         "SEC" means the Securities and Exchange Commission.

         "Secured Parties" means, collectively, the Lenders, the Issuers, the
Agents, each counterparty to a Rate Protection Agreement that is (or at the time
such Rate Protection Agreement was entered into, was) a Lender or an Affiliate
thereof and (in each case), each of their respective successors, transferees and
assigns.

         "Securities Purchase Agreement" means the Securities Purchase
Agreement, dated as of February 4, 2000 among the Company and the Restricted
Subsidiaries and the purchasers party thereto in respect of the Subordinated
Bridge Notes, as amended from time to time in accordance with Section 7.2.12.

         "Solvent" means, with respect to any Person and its Subsidiaries on a
particular date, that on such date (a) the fair value of the property of such
Person and its Subsidiaries on a consolidated basis is greater than the total
amount of liabilities, including contingent liabilities, of such Person and its
Subsidiaries on a consolidated basis, (b) the present fair salable value of the
assets of such Person and its Subsidiaries on a consolidated basis is not less
than the amount that will be required to pay the probable liability of such
Person and its Subsidiaries on a consolidated basis on its debts as they become
absolute and matured, (c) such Person does not intend to, and does not believe
that it or its Subsidiaries will, incur debts or liabilities beyond the ability
of such Person and its Subsidiaries to pay as such debts and liabilities mature,
and (d) such Person and its Subsidiaries on a consolidated basis is not engaged
in business or a transaction, and such Person


                                      -40-
<PAGE>   41


and its Subsidiaries on a consolidated basis is not about to engage in business
or a transaction, for which the property of such Person and its Subsidiaries on
a consolidated basis would constitute an unreasonably small capital. The amount
of Contingent Liabilities at any time shall be computed as the amount that, in
light of all the facts and circumstances existing at such time, can reasonably
be expected to become an actual or matured liability.

         "Specified Default" means any Event of Default, any default under
Section 8.1.1 or any default under clause (c) or (d) of Section 8.1.9.

         "Stated Amount" means, on any date and with respect to a particular
Letter of Credit, the total amount then available to be drawn under such Letter
of Credit.

         "Stated Expiry Date" is defined in Section 2.6.

         "Stated Maturity Date" means

                  (a)  with respect to all Term A Loans, December 31, 2005;

                  (b)  with respect to all Term B Loans, December 31, 2006; and

                  (c) with respect to all Revolving Loans and Swing Line Loans,
         December 31, 2005.

         "Subject Lender" is defined in Section 4.10.

         "Subordinated Bridge Note Issuance" is defined in clause (a) of the
third recital.

         "Subordinated Bridge Notes" is defined in clause (a) of the third
recital.

         "Subordinated Debt" means unsecured Indebtedness of Holdings,
Intermediate Holdings or the Company or the Restricted Subsidiaries (including
the Indebtedness evidenced by the Subordinated Bridge Notes and any Permanent
Financing of the Subordinated Bridge Notes consisting of Indebtedness, the
Holdings Convertible Subordinated Notes and the subordinated debt of Freight
Victoria to ABB) subordinated in right of payment to the Obligations pursuant to
documentation containing redemption and other prepayment events, maturities,
amortization schedules, covenants, events of default, remedies, acceleration
rights, subordination provisions and other material terms satisfactory to the
Required Lenders.

         "Subordinated Debt Documents" means, collectively, the loan agreements,
indentures, note purchase agreements, promissory notes, guarantees, and other
instruments (including the Subordinated Bridge Notes and any Permanent Financing
of the Subordinated Bridge Notes consisting of Indebtedness and the Holdings
Convertible Subordinated Notes) and agreements evidencing the terms of
Subordinated Debt, as amended, supplemented, amended and restated or otherwise
modified in accordance with Section 7.2.12.


                                      -41-

<PAGE>   42

         "Subscription Agreements" means the Subscription Agreement, dated as of
February 4, 2000, executed and delivered by Holdings and Intermediate Holdings
and the Subscription Agreement, dated as of February 4, 2000 executed and
delivered by Intermediate Holdings and the Company.

         "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership or other entity of which more than 50% of
the outstanding securities (or other ownership interest) having ordinary voting
power to elect the board of directors, managers or other voting members of the
governing body of such corporation, limited liability company, partnership or
other entity (irrespective of whether at the time securities (or other ownership
interest) of any other class or classes of such corporation, limited liability
company, partnership or other entity shall or might have voting power upon the
occurrence of any contingency) is at the time directly or indirectly owned or
controlled by such Person, by such Person and one or more other Subsidiaries of
such Person, or by one or more other Subsidiaries of such Person. Unless the
context otherwise specifically requires, the term "Subsidiary" shall be a
reference to a Subsidiary of Holdings, Intermediate Holdings or the Company

         "Subsidiary Guarantor" means each Domestic Restricted Subsidiary that
has executed and delivered to the Administrative Agent the Subsidiary Guaranty
(or a supplement thereto).

         "Subsidiary Guaranty" means the subsidiary guaranty executed and
delivered by each Subsidiary Guarantor pursuant to the terms of this Agreement,
substantially in the form of Exhibit H hereto, as amended, supplemented, amended
and restated or otherwise modified from time to time.

         "Surviving Corporation" is defined in clause (b) of the first recital.

         "Swing Line Lender" means the Administrative Agent in its capacity as
Swing Line Lender hereunder.

         "Swing Line Loan" is defined in clause (d) of Section 2.1.1.

         "Swing Line Loan Commitment" is defined in clause (d) of Section 2.1.1.

         "Swing Line Loan Commitment Amount" means, on any date, $5,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.

         "Swing Line Note" means a promissory note of the Company payable to the
Swing Line Lender, in the form of Exhibit A-4 hereto (as such promissory note
may be amended, endorsed or otherwise modified from time to time), evidencing
the aggregate Indebtedness of the Company to the Swing Line Lender resulting
from outstanding Swing Line Loans, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal thereof.

         "Syndication Agent" is defined in the preamble.


                                      -42-

<PAGE>   43


         "Synthetic Lease" means, as applied to any Person, any lease (including
leases that may be terminated by the lessee at any time) of any property
(whether real, personal or mixed) (i) that is not a capital lease in accordance
with GAAP and (ii) in respect of which the lessee retains or obtains ownership
of the property so leased for federal income tax purposes, other than any such
lease under which that Person is the lessor.

         "Tax Sharing Agreement" means the Tax Sharing Agreement, dated as of
February 4, 2000, executed and delivered by the Company and the Restricted
Subsidiaries.

         "Taxes" means any and all income, stamp or other taxes, duties, levies,
imposts, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority, and all
interest, penalties or similar liabilities with respect thereto.

         "Term A Loan" is defined in clause (a) of Section 2.1.3.

         "Term A Loan Commitment" means, relative to any Lender, such Lender's
obligation (if any) to make Term A Loans pursuant to clause (a) of Section
2.1.3.

         "Term A Loan Commitment Amount" means, on any date, $125,000,000.

         "Term A Loan Commitment Termination Date" means the earliest of

                  (a)  April 15, 2000 (if the Term A Loans have not been made
         on or prior to such date);

                  (b)  the Closing Date (immediately after the making of the
         Term A Loans on such date); and

                  (c)  the date on which any Commitment Termination Event
         occurs.

Upon the occurrence of any event described in clauses (b) or (c), the Term A
Loan Commitments shall terminate automatically and without any further action.

         "Term A Note" means a promissory note of the Company payable to any
Lender, in the form of Exhibit A-2 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Company to such Lender resulting from outstanding
Term A Loans, and also means all other promissory notes accepted from time to
time in substitution therefor or renewal thereof.

         "Term A Percentage" means, relative to any Lender, the applicable
percentage relating to Term A Loans set forth opposite its name on Schedule II
hereto under the Term A Loan Commitment column or set forth in a Lender
Assignment Agreement under the Term A Loan Commitment column, as such percentage
may be adjusted from time to time pursuant to Lender


                                      -43-

<PAGE>   44

Assignment Agreements executed by such Lender and its Assignee Lender and
delivered pursuant to Section 11.11.1. A Lender shall not have any Term A Loan
Commitment if its percentage under the Term A Loan Commitment column is zero or
is blank.

         "Term B Loan" is defined in clause (b) of Section 2.1.3.

         "Term B Loan Commitment" means, relative to any Lender, such Lender's
obligation (if any) to make Term B Loans pursuant to clause (b) of Section
2.1.3.

         "Term B Loan Commitment Amount" means, on any date, $205,000,000.

         "Term B Loan Commitment Termination Date" means the earliest of

                  (a) April 15, 2000 (if the Term B Loans have not been made on
         or prior to such date);

                  (b) the Closing Date (immediately after the making of the
         Term B Loans on such date); and

                  (c)  the date on which any Commitment Termination Event
         occurs.

Upon the occurrence of any event described in clauses (b) or (c), the Term B
Loan Commitments shall terminate automatically and without any further action.

         "Term B Note" means a promissory note of the Company payable to any
Lender, in the form of Exhibit A-3 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Company to such Lender resulting from outstanding
Term B Loans, and also means all other promissory notes accepted from time to
time in substitution therefor or renewal thereof.

         "Term B Percentage" means, relative to any Lender, the applicable
percentage relating to Term B Loans set forth opposite its name on Schedule II
hereto under the Term B Loan Commitment column or set forth in a Lender
Assignment Agreement under the Term B Loan Commitment column, as such percentage
may be adjusted from time to time pursuant to Lender Assignment Agreements
executed by such Lender and its Assignee Lender and delivered pursuant to
Section 11.11.1. A Lender shall not have any Term B Loan Commitment if its
percentage under the Term B Loan Commitment column is zero or is blank.

         "Term Loans" means, collectively, the Term A Loans and the Term B
Loans.

         "Termination Date" means the date on which all Obligations have been
paid in full in cash, all Letters of Credit have been terminated or expired (or
the Administrative Agent shall have received immediately available funds in an
amount equal to all Letter of Credit Outstandings and Canadian BAs, deposited in
a cash collateral account with the Administrative Agent or its


                                      -44-

<PAGE>   45

designee on terms satisfactory to the Agents), all Rate Protection Agreements
have been terminated and all Commitments shall have terminated.

         "Total Debt" means, on any date, the outstanding principal amount of
all Indebtedness of the Company and the Restricted Subsidiaries of the type
referred to in clause (a), clause (b) and clause (c), in each case of the
definition of "Indebtedness" and any Contingent Liability in respect of any of
the foregoing; provided, however, "Total Debt" shall not include Indebtedness in
respect of Synthetic Leases.

         "Total Exposure Amount" means, on any date of determination (and
without duplication), the outstanding principal amount of all Loans, the
aggregate amount of all Letter of Credit Outstandings and the unfunded amount of
the Commitments.

         "Trademark Security Agreement" means any Trademark Security Agreement
executed and delivered by any Obligor substantially in the form of Exhibit C to
the U.S. Pledge and Security Agreement, as amended, supplemented, amended and
restated or otherwise modified from time to time.

         "Tranche" means, as the context may require, the Loans constituting
Term A Loans, Term B Loans, Revolving Loans or Swing Line Loans.

         "Transaction" is defined in clause (d) of the second recital.

         "Transaction Documents" means, collectively, each of the Material
Documents and all other agreements, documents, instruments, certificates,
filings, consents, approvals, board of directors resolutions and opinions
furnished pursuant to or in connection with the Acquisition, the RailAmerica
Refinancing, the RailTex Refinancing, the Subordinated Bridge Notes Issuance,
the Intermediate Holdings Asset Bridge Note Issuance, the Equity Issuance, the
Asset Transfer and the transactions contemplated hereby or thereby, in each case
as amended, supplemented, amended and restated or otherwise modified from time
to time in accordance with Section 7.2.12.

         "type" means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a LIBO Rate Loan and, in the case of Revolving
Loans, made or being maintained as U.S. Revolving Loans, Canadian Loans or
Australian Revolving Loans.

         "U.C.C." means the Uniform Commercial Code as in effect from time to
time in the State of New York; provided, that if, with respect to any Filing
Statement or by reason of any provisions of law, the perfection or the effect of
perfection or non-perfection of the security interests granted to the
Administrative Agent pursuant to the applicable Loan Document is governed by the
Uniform Commercial Code as in effect in a jurisdiction of the United States
other than New York, U.C.C. means the Uniform Commercial Code as in effect from
time to time in such other jurisdiction for purposes of the provisions of this
Agreement, each Loan Document and any Filing Statement relating to such
perfection or effect of perfection or non-perfection.


                                      -45-

<PAGE>   46

         "United States" or "U.S." means the United States of America, its
fifty states and the District of Columbia.

         "U.S. Dollar" and the sign "$" mean the lawful currency of the United
States.

         "U.S. Dollar Equivalent" means the Exchange Equivalent in U.S. Dollars
of any amount of the applicable Foreign Currency.

         "U.S. Pledge and Security Agreement" means the U.S. Pledge and Security
Agreement executed and delivered by an Authorized Officer of Holdings,
Intermediate Holdings, the Company and each other Domestic Subsidiary Guarantor
pursuant to Section 5.1.13 or 7.1.8, substantially in the form of Exhibit G-1
hereto, as amended, supplemented, amended and restated or otherwise modified
from time to time.

         "U.S. Revolving Loan Commitment" is defined in clause (a) of  Section
2.1.1.

         "U.S. Revolving Loan Commitment Amount" means $30,000,000, as such
amount may be reduced pursuant to the terms hereof.

         "U.S. Revolving Loan Lender" means each Lender that has a percentage
of the U.S. Revolving Loan Commitment in excess of zero.

         "U.S. Revolving Loan Percentage" means, relative to any Lender, the
applicable percentage relating to U.S. Revolving Loans set forth opposite its
name on Schedule II hereto under the U.S. Revolving Loan Commitment column or
set forth in a Lender Assignment Agreement under the U.S. Revolving Loan
Commitment column, as such percentage may be adjusted from time to time pursuant
to Lender Assignment Agreements executed by such Lender and its Assignee Lender
and delivered pursuant to Section 11.11.1. A Lender shall not have any U.S.
Revolving Loan Commitment if its percentage under the U.S. Revolving Loan
Commitment column is zero or is blank.

         "U.S. Revolving Loans" is defined in clause (a) of  Section 2.1.1.

         "U.S. Revolving Note" means a promissory note of the Company payable to
any U.S. Revolving Loan Lender, in the form of Exhibit A-1A hereto (as such
promissory note may be amended, endorsed or otherwise modified from time to
time), evidencing the aggregate Indebtedness of the Company to such U.S.
Revolving Loan Lender resulting from outstanding U.S. Revolving Loans, and also
means all other promissory notes accepted from time to time in substitution
therefor or renewal thereof.

         "Voting Stock" means, with respect to any Person, Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the governing body of such Person.


                                      -46-

<PAGE>   47

         "Welfare Plan" means a "welfare plan", as such term is defined in
Section 3(1) of ERISA.

         "wholly owned" means any Subsidiary all of the outstanding common stock
(or similar equity interest) of which (other than any director's qualifying
shares or investments by foreign nationals mandated by applicable laws) is owned
directly or indirectly by Holdings or the Company.

         SECTION 1.2.  Use of Defined Terms.  Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meanings when used in each other Loan Document and the
Disclosure Schedule.

         SECTION 1.3. Cross-References.  Unless otherwise specified, references
in a Loan Document to any Article or Section are references to such Article or
Section of such Loan Document, and references in any Article, Section or
definition to any clause are references to such clause of such Article, Section
or definition.

         SECTION 1.4. Accounting and Financial Determinations. (a) Unless
otherwise specified, all accounting terms used in each Loan Document shall be
interpreted, and all accounting determinations and computations thereunder
(including under Section 7.2.4 and the definitions used in such calculations)
shall be made, in accordance with those generally accepted accounting principles
("GAAP") applied in the preparation of the financial statements referred to in
clause (a) of Section 5.1.8. Unless otherwise expressly provided, all financial
covenants and defined financial terms shall be computed on a consolidated basis
for the Company and the Restricted Subsidiaries, in each case without
duplication.

         (b) For purposes of computing the Fixed Charge Coverage Ratio, Interest
Coverage Ratio and Leverage Ratio (and any financial calculations required to be
made or included within such ratios) as of the end of any Fiscal Quarter, all
components of such ratios for the period of four Fiscal Quarters ending at the
end of such Fiscal Quarter shall include, without duplication, (i) for each
Fiscal Quarter of Fiscal Year 2000 the computation of Interest Expense shall be
made as if the Credit Extensions incurred on the Closing Date by the Borrowers
were incurred on the first day of the first Fiscal Quarter would be used to
calculate the applicable ratio and (ii) such components of such ratios
attributable to any business or assets that have been acquired or disposed of by
the Company or any of the Restricted Subsidiaries (including through mergers or
consolidations) after the first day of such period of four Fiscal Quarters and
prior to the end of such period, as determined in good faith by Holdings on a
pro forma basis for such period of four Fiscal Quarters as if such acquisition
had occurred on such first day of such period (including, whether or not such
inclusion would be permitted under, solely in connection with the Transaction,
GAAP or in all cases, Regulation S-X of the Securities and Exchange Commission,
cost savings that would have been realized had such acquisition occurred on such
day).

         SECTION 1.5.  BBSY Rate.  With respect to the Australian Revolving
Loans, all references in this Agreement to "LIBO Rate" and "LIBOR" shall be
deemed to be references to the "BBSY Rate".


                                      -47-
<PAGE>   48

                                   ARTICLE II
                       COMMITMENTS, BORROWING AND ISSUANCE
                     PROCEDURES, NOTES AND LETTERS OF CREDIT

         SECTION 2.1. Commitments. On the terms and subject to the conditions of
this Agreement, the Lenders and the Issuers severally agree to make Credit
Extensions as set forth below.

         SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan
Commitment. From time to time on any Business Day occurring from and after the
Closing Date but prior to the Revolving Loan Commitment Termination Date,

                   (a) each Lender having a U.S. Revolving Loan Commitment will
          make loans denominated in U.S. Dollars (relative to such Lender, its
          "U.S. Revolving Loans") to the Company equal to such Lender"s
          Percentage, if any, of the aggregate amount of the Borrowing or
          Borrowings of U.S. Revolving Loans requested by the Company to be made
          on such day (with the commitment of each such Lender described in this
          clause (a) herein referred to as its "U.S. Revolving Loan
          Commitment"). On the terms and subject to the conditions hereof, the
          Company may from time to time borrow, prepay and reborrow U.S.
          Revolving Loans;

                  (b) each Australian Lender will make loans denominated in
         Australian Dollars (relative to such Lender, its "Australian Revolving
         Loans") to the Australian Borrower equal to such Lender"s Percentage,
         if any, of the aggregate amount of the Borrowing or Borrowings of
         Australian Revolving Loans requested by the Australian Borrower to be
         made on such day (with the commitment of each such Lender described in
         this clause (b) herein referred to as its "Australian Revolving Loan
         Commitment"). Australian Revolving Loans may only be borrowed as LIBO
         Rate Loans. On the terms and subject to the conditions hereof, the
         Australian Borrower may from time to time borrow, prepay and reborrow
         Australian Revolving Loans;

                  (c) each Canadian Lender will make loans (or accept Canadian
         BAs) denominated in Canadian Dollars (such loans and Canadian BAs
         relative to such Lender, its "Canadian Loans") to the Canadian Borrower
         equal to such Lender"s Percentage, if any, of the aggregate amount of
         the Borrowing or Borrowings of Canadian Loans requested by the Canadian
         Borrower to be made on such day (with the commitment of each such
         Lender described in this clause (c) herein referred to as its "Canadian
         Revolving Loan Commitment"). Canadian Loans may only be borrowed as
         Base Rate Loans or as Canadian BAs. On the terms and subject to the
         conditions hereof, the Canadian Borrower may from time to time borrow,
         prepay (or, in the case of Canadian BAs, cash collaterize) and reborrow
         Canadian Loans; and




                                      -48-
<PAGE>   49

                  (d) the Swing Line Lender agrees that it will make loans (its
         "Swing Line Loans") to the Company equal to the principal amount of the
         Swing Line Loan requested by the Company to be made on such day. The
         Commitment of the Swing Line Lender described in this clause is herein
         referred to as its "Swing Line Loan Commitment".

On the terms and subject to the conditions hereof, the Borrowers may from time
to time borrow, prepay and reborrow Revolving Loans and, in the case of the
Company, Swing Line Loans.

         SECTION 2.1.2. Letter of Credit Commitment. From time to time on any
Business Day occurring from and after the Closing Date but prior to the
Revolving Loan Commitment Termination Date, the relevant Issuer agrees that it
will

                  (a) issue one or more standby letters of credit (relative to
         such Issuer, its "Letter of Credit") for the account of the Company or
         any other Domestic Subsidiary Guarantor in the Stated Amount requested
         by the Company on such day; or

                  (b) extend the Stated Expiry Date of an existing standby
         Letter of Credit previously issued hereunder.

No Stated Expiry Date shall extend beyond the earlier of (i) the Revolving Loan
Commitment Termination Date and (ii) unless otherwise agreed to by the Issuer in
its sole discretion, one year from the date of such issuance or extension.

         SECTION 2.1.3. Term Loan Commitment. In a single Borrowing (which shall
be on a Business Day) occurring on or prior to the applicable Commitment
Termination Date, each Lender that has a Term A Loan Commitment or a Term B Loan
Commitment, as applicable, agrees that it will

                  (a) make loans (relative to such Lender, its "Term A Loans")
         to the Company equal to such Lender's Term A Loan Percentage of the
         aggregate amount of the Borrowing of Term A Loans requested by the
         Company to be made on such day; and

                  (b) make loans (relative to such Lender, its "Term B Loans")
         to the Company equal to such Lender's Term B Loan Percentage of the
         aggregate amount of the Borrowing of Term B Loans requested by the
         Company to be made on such day.

No amounts paid or prepaid with respect to Term Loans may be reborrowed.

         SECTION 2.1.4. Lenders Not Permitted or Required to Make the Loans. No
Lender shall be permitted or required to, and the applicable Borrower shall not
request any Lender to, make any Loan if, after giving effect thereto, the
aggregate outstanding principal amount of




                                      -49-
<PAGE>   50

                  (a)   all U.S. Revolving Loans

                          (i)  of all U.S. Revolving Loan Lenders, together with
                  the aggregate outstanding principal amount of all Swing Line
                  Loans and the aggregate amount of all Letter of Credit
                  Outstandings, would exceed the then existing U.S. Revolving
                  Loan Commitment Amount; or

                          (ii) of any such U.S. Revolving Loan Lender, together
                  with such Lender's Percentage of the aggregate outstanding
                  principal amount of all Swing Line Loans and the aggregate
                  amount of all Letter of Credit Outstandings, would exceed such
                  Lender's Percentage of the then existing U.S. Revolving Loan
                  Commitment Amount;

                  (b)   all Canadian Loans

                          (i)  of all Canadian Lenders would exceed the then
                  existing Canadian Revolving Loan Commitment Amount; or

                          (ii) of any such Canadian Lender would exceed such
                  Lender's Percentage of the then existing Canadian Revolving
                  Loan Commitment Amount;

                  (c)   all Australian Revolving Loans

                          (i)  of all Australian Lenders would exceed the then
                  existing Australian Revolving Loan Commitment Amount; or

                          (ii) of any such Australian Lender would exceed such
                  Lender's Percentage of the then existing Australian Revolving
                  Loan Commitment Amount;

                  (d)   all Term A Loans or all Term B Loans (as the case may
                        be)

                          (i)  of all Lenders made on the Closing Date would
                  exceed the Term A Loan Commitment Amount (in the case of Term
                  A Loans) or the Term B Loan Commitment Amount (in the case of
                  Term B Loans); or

                          (ii) of any such Lender with a Term A Loan Commitment
                  or with a Term B Loan Commitment, as applicable, made on the
                  Closing Date would exceed such Lender's Percentage of the Term
                  A Loan Commitment Amount (in the case of Term A Loans) or the
                  Term B Loan Commitment Amount (in the case of Term B Loans);
                  or

                  (e)   all Swing Line Loans

                          (i)  would exceed the then existing Swing Line Loan
                  Commitment Amount; or





                                      -50-
<PAGE>   51

                           (ii), together with the aggregate outstanding
                  principal amount of all U.S. Revolving Loans and the aggregate
                  amount of all Letter of Credit Outstandings, would exceed the
                  then existing U.S. Revolving Loan Commitment Amount.

         SECTION 2.1.5. Issuer Not Permitted or Required to Issue Letters of
Credit. No Issuer shall be permitted or required to, and the Company shall not
request any Issuer to, issue any Letter of Credit if, after giving effect
thereto, the aggregate amount of all Letter of Credit Outstandings (a) would
exceed the Letter of Credit Commitment Amount or (b), together with the
aggregate outstanding principal amount of all U.S. Revolving Loans and Swing
Line Loans would exceed the then existing U.S. Revolving Loan Commitment Amount.

         SECTION 2.2. Reduction of the Commitment Amounts. The Commitment
Amounts are subject to reduction from time to time pursuant to this Section 2.2.

         SECTION 2.2.1. Optional. The Company may, from time to time on any
Business Day occurring after the Closing Date, voluntarily reduce the amount of
the U.S. Revolving Loan Commitment Amount, any Foreign Currency Revolving Loan
Commitment Amount, the Swing Line Loan Commitment Amount or the Letter of Credit
Commitment Amount on the Business Day so specified by the Company; provided,
however, that all such reductions shall require at least one Business Day's
prior notice to the Administrative Agent and be permanent, and any partial
reduction of any Commitment Amount shall be in a minimum amount of (i)
$1,000,000 and in an integral multiple of $500,000 in the case of U.S. Revolving
Loans, (ii) Aus $500,000 and in an integral multiple of Aus $100,000 in the case
of Australian Revolving Loans and (iii) Cdn $500,000 and in an integral multiple
of Cdn $100,000 in the case of Canadian Loans. Any optional or mandatory
reduction of the U.S. Revolving Loan Commitment Amount pursuant to the terms of
this Agreement which reduces the U.S. Revolving Loan Commitment Amount below the
sum of (i) the Swing Line Loan Commitment Amount and (ii) the Letter of Credit
Commitment Amount shall result in an automatic and corresponding reduction of
the Swing Line Loan Commitment Amount and/or the Letter of Credit Commitment
Amount (as directed by the Company in a notice to the Administrative Agent
delivered together with the notice of such voluntary reduction in the U.S.
Revolving Loan Commitment Amount) to an aggregate amount not in excess of the
U.S. Revolving Loan Commitment Amount, as so reduced, without any further action
on the part of the Swing Line Lender or any Issuer.

         SECTION 2.2.2. Mandatory. Following the prepayment in full of the Term
Loans, the U.S. Revolving Loan Commitment Amount shall, without any further
action, automatically and permanently be reduced on the date the Term Loans
would otherwise have been required to be prepaid pursuant to clauses (f), (g) or
(h) of Section 3.1.1, in an amount equal to the amount by which the Term Loans
would otherwise be required to be prepaid if Term Loans had been outstanding;
provided, however, the U.S. Revolving Loan Commitment Amount shall not be
required to be mandatorily reduced if any such reduction would cause the U.S.
Revolving Loan Commitment Amount to be less than $25,000,000.




                                      -51-
<PAGE>   52
         SECTION 2.3. Borrowing Procedures. Loans (other than Swing Line Loans)
shall be made by the Lenders in accordance with Section 2.3.1, and Swing Line
Loans shall be made by the Swing Line Lender in accordance with Section 2.3.2.

         SECTION 2.3.1. Borrowing Procedure. In the case of Loans other than
Swing Line Loans, by delivering a Borrowing Request to the Administrative Agent
on or before 10:00 a.m. on a Business Day (and, in the case of Canadian Loans,
to the Canadian office of the Administrative Agent and, in the case of
Australian Revolving Loans, to the Australian Lenders), the applicable Borrower
may from time to time irrevocably request, on not less than one Business Day's
notice in the case of Base Rate Loans, or three Business Days' notice in the
case of LIBO Rate Loans or Canadian BAs, and in either case not more than five
Business Days' notice, that a Borrowing be made (a), in the case of LIBO Rate
Loans, in a minimum amount of (i) $500,000 and an integral multiple of $100,000
in the case of U.S. Loans and (ii) Aus $500,000 and in an integral multiple of
Aus $100,000 in the case of Australian Revolving Loans and (b), in the case of
Base Rate Loans, in a minimum amount of (i) $500,000 and an integral multiple of
$100,000 in the case of U.S. Loans and (ii) Cdn $500,000 and in an integral
multiple of Cdn $100,000 in the case of Canadian Loans or, in either case, in
the unused amount of the applicable Commitment; provided, however, that all of
the initial Loans shall be made as Base Rate Loans. On the terms and subject to
the conditions of this Agreement, each Borrowing shall be comprised of the type
of Loans, and shall be made on the Business Day, specified in such Borrowing
Request. In the case of Loans other than Swing Line Loans, Canadian Loans and
Australian Revolving Loans, on or before 11:00 a.m. on such Business Day each
Lender that has a Commitment to make the Loans being requested shall deposit
with the Administrative Agent same day funds in an amount equal to such Lender's
Percentage of the requested Borrowing. Such deposit will be made to an account
which the Administrative Agent shall specify from time to time by notice to the
Lenders. To the extent funds are received from the Lenders, the Administrative
Agent shall make such funds available to the applicable Borrower by wire
transfer to the accounts such Borrower shall have specified in its Borrowing
Request. No Lender's obligation to make any Loan shall be affected by any other
Lender's failure to make any Loan. The Canadian Lenders will on or before 11:00
a.m. or such Business Day, severally and not jointly, make an amount of such
Lender's Percentage of the requested Borrowing available to the Canadian
Borrower as directed in the relevant Borrowing Request. The Australian Lenders
will on or before 11:00 a.m. or such Business Day, severally and not jointly,
make an amount of such Lender's Percentage of the requested Borrowing available
to the Australian Borrower as directed in the relevant Borrowing Request.

         SECTION 2.3.2. Swing Line Loans. (a) By telephonic notice to the Swing
Line Lender on or before 12:00 noon on a Business Day (followed (within one
Business Day) by the delivery of a confirming Borrowing Request), the Company
may from time to time irrevocably request that Swing Line Loans be made by the
Swing Line Lender in an aggregate minimum principal amount of $500,000 and an
integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate
Loans and shall not be entitled to be converted into LIBO Rate Loans. The
proceeds of each Swing Line Loan shall be made available by the Swing Line
Lender to the Company by wire transfer to the account the Company shall have
specified in its notice therefor by the close of business on the Business Day
telephonic notice is received by the Swing Line Lender.




                                      -52-
<PAGE>   53


         (b) If (i) any Swing Line Loan shall be outstanding for more than four
Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when
the Company requests that a U.S. Revolving Loan be made, or (iii) any Default
shall occur and be continuing, then each U.S. Revolving Loan Lender (other than
the Swing Line Lender) irrevocably agrees that it will, at the request of the
Swing Line Lender, make a U.S. Revolving Loan (which shall initially be funded
as a Base Rate Loan) in an amount equal to such Lender's U.S. Revolving Loan
Percentage of the aggregate principal amount of all such Swing Line Loans then
outstanding (such outstanding Swing Line Loans hereinafter referred to as the
"Refunded Swing Line Loans"). On or before 11:00 a.m. on the first Business Day
following receipt by each U.S. Revolving Loan Lender of a request to make U.S.
Revolving Loans as provided in the preceding sentence, each U.S. Revolving Loan
Lender shall deposit in an account specified by the Swing Line Lender the amount
so requested in same day funds and such funds shall be applied by the Swing Line
Lender to repay the Refunded Swing Line Loans. At the time the U.S. Revolving
Loan Lenders make the above referenced U.S. Revolving Loans, the Swing Line
Lender shall be deemed to have made, in consideration of the making of the
Refunded Swing Line Loans, U.S. Revolving Loans in an amount equal to the Swing
Line Lender's U.S. Revolving Loan Percentage of the aggregate principal amount
of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case
of the Swing Line Lender) of any U.S. Revolving Loans pursuant to this clause,
the amount so funded shall become outstanding under such U.S. Revolving Loan
Lender's U.S. Revolving Note and shall no longer be owed under the Swing Line
Note. All interest payable with respect to any U.S. Revolving Loans made (or
deemed made, in the case of the Swing Line Lender) pursuant to this clause shall
be appropriately adjusted to reflect the period of time during which the Swing
Line Lender had outstanding Swing Line Loans in respect of which such U.S.
Revolving Loans were made. Each U.S. Revolving Loan Lender's obligation to make
the U.S. Revolving Loans referred to in this clause shall be absolute and
unconditional and shall not be affected by any circumstance, including (i) any
set-off, counterclaim, recoupment, defense or other right which such Lender may
have against the Swing Line Lender, any Obligor or any Person for any reason
whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse
change in the condition (financial or otherwise) of any Obligor; (iv) the
acceleration or maturity of any Obligations or the termination of any Commitment
after the making of any Swing Line Loan; (v) any breach of any Loan Document by
any Person; or (vi) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.

         SECTION 2.4. Continuation and Conversion Elections. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 11:00
a.m., New York time at its applicable office, on a Business Day, a Borrower may
from time to time irrevocably elect, on not less than one Business Day's notice
(in the case of a conversion of LIBO Rate Loans into Base Rate Loans) or three
Business Days' notice (in the case of a continuation of LIBO Rate Loans or a
conversion of Base Rate Loans into LIBO Rate Loans) nor more than five Business
Days' notice (in the case of any Loans) that all, or any portion in a minimum
amount of $500,000 or any larger integral multiple of $100,000 in the case of
any Borrowing of LIBO Rate Loans be, in the case of Base Rate Loans, converted
into LIBO Rate Loans or, in the case of LIBO Rate Loans, continued as LIBO Rate
Loans or, in the case of U.S. Loans only, converted to Base Rate Loans;
provided, however, that, in the absence of delivery of a Continuation/Conversion
Notice







                                      -53-
<PAGE>   54

with respect to any Loan that is a LIBO Rate Loan at least three Business Days
before the last day of the then current Interest Period with respect thereto,
such LIBO Rate Loan shall, (A) in the case of a LIBO Rate Loan that is an
Australian Revolving Loan, automatically be continued as a LIBO Rate Loan with
an Interest Period of one month and (B) in the case of a LIBO Rate Loan that is
a U.S. Loan automatically convert to a Base Rate Loan, in each case on such last
day; provided, further, however, that (x) each such conversion or continuation
shall be pro rated among the applicable outstanding Loans of the relevant
Lenders, and (y) no portion of the outstanding principal amount of any Loans may
be continued as, or be converted into, LIBO Rate Loans when any Default has
occurred and is continuing.

         SECTION 2.4.1. Converting Canadian Prime Rate Loans to, or Continuing
Canadian BAs as, Canadian BAs. Provided that the Canadian Borrower has, by
delivering a Continuation/Conversion Notice to the Canadian office of the
Administrative Agent on or before 11:00 a.m., New York time at the
Administrative Agent's office for Canadian Loans, not less than three and not
more than five Business Days before the date on which drafts are to be accepted,
requested the Canadian Lenders to accept its drafts to replace all or a portion
of an outstanding Canadian Loan, then each Canadian Lender shall, on the date of
conversion or continuation, as applicable, and concurrent with the payment by
the Canadian Borrower to the Canadian Lenders of an amount equal to the
difference between the principal or face amount of such outstanding Canadian
Loan or the portion thereof which is being converted or continued and the
aggregate Notional BA Proceeds with respect to the aggregate face amount equal
to its Percentage of the aggregate principal or face amount of such Canadian
Loan or the portion thereof which is being converted or continued, such
acceptance to be in accordance with Section 2.8.

         SECTION 2.4.2. Converting Canadian BAs to Canadian Prime Rate
Loans. Each applicable Canadian Lender shall, at the end of an Interest Period
with respect to Canadian BAs which such Lender has accepted, pay to the holder
thereof the face amount of such Canadian BA. If the Canadian Borrower has, by
delivering a Continuation/Conversion Notice to the Canadian office of the
Administrative Agent on or before 11:00 a.m., New York time at the Administra-
tive Agent's office for Canadian Loans, not less than three nor more than five
Business Days before the end of an Interest Period, requested a Canadian Lender
to convert all or a portion of outstanding maturing Canadian BAs into a Canadian
Prime Rate Loan, or if the Canadian Borrower has failed to deliver a
Continuation/Conversion Notice pursuant to Section 2.4.1 or this Section 2.4.2,
such Lender shall, upon the end of the current Interest Period with respect to
such Canadian BAs and the payment by such Lender to the holders of such Canadian
BAs of the aggregate face amount thereof, be deemed to have made to the Canadian
Borrower the Canadian Prime Rate Loan into which the matured Canadian BAs or a
portion thereof are converted in the aggregate principal amount equal to its
Percentage of the aggregate face amount of the matured Canadian BAs or the
portion thereof which are being converted.

         SECTION 2.5. Funding. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert LIBO Rate Loans hereunder by causing one
of its foreign branches or Affiliates (or an international banking facility
created by such Lender) to make or maintain such LIBO Rate Loan; provided,
however, that such LIBO Rate Loan shall nonetheless be deemed to



                                      -54-
<PAGE>   55




have been made and to be held by such Lender, and the obligation of a Borrower
to repay such LIBO Rate Loan shall nevertheless be to such Lender for the
account of such foreign branch, Affiliate or international banking facility. In
addition, each Borrower hereby consents and agrees that, for purposes of any
determination to be made for purposes of Sections 4.1, 4.2, 4.3 or 4.4, it shall
be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by
purchasing U.S. Dollar deposits in its LIBOR Office's interbank eurodollar
market. Canadian Loans shall be funded by the Canadian Lenders from their
offices specified for Canadian Loans. Australian Revolving Loans shall be funded
by the Australian Lenders from their offices specified for Australian Revolving
Loans.

         SECTION 2.6. Issuance Procedures. By delivering to the Administrative
Agent an Issuance Request on or before 10:00 a.m. on a Business Day, the Company
may from time to time irrevocably request on not less than three nor more than
ten Business Days' notice, in the case of an initial issuance of a Letter of
Credit and not less than three Business Days' prior notice, in the case of a
request for the extension of the Stated Expiry Date of a standby Letter of
Credit (in each case, unless a shorter notice period is agreed to by the Issuer,
in its sole discretion), that an Issuer issue, or extend the Stated Expiry Date
of, a Letter of Credit in such form as may be requested by the Company and
approved by such Issuer, solely for the purposes described in Section 7.1.7.
Each Letter of Credit shall by its terms be stated to expire on a date (its
"Stated Expiry Date") no later than the earlier to occur of (i) the Revolving
Loan Commitment Termination Date or (ii) (unless otherwise agreed to by an
Issuer, in its sole discretion), one year from the date of its issuance. Each
Issuer will make available to the beneficiary thereof the original of the Letter
of Credit which it issues. Each Letter of Credit shall only be denominated in
U.S. Dollars.

         SECTION 2.6.1. Other Lenders' Participation Participation. Upon the
issuance of each Letter of Credit, and without further action, each U.S.
Revolving Loan Lender (other than such Issuer) shall be deemed to have
irrevocably purchased, to the extent of its Percentage to make U.S. Revolving
Loans, a participation interest in such Letter of Credit (including the
Contingent Liability and any Reimbursement Obligation with respect thereto), and
such U.S. Revolving Loan Lender shall, to the extent of its Percentage to make
U.S. Revolving Loans, be responsible for reimbursing within one Business Day the
Issuer for Reimbursement Obligations which have not been reimbursed by the
Company in accordance with Section 2.6.3. In addition, such U.S. Revolving Loan
Lender shall, to the extent of its Percentage to make U.S. Revolving Loans, be
entitled to receive a ratable portion of the Letter of Credit fees payable
pursuant to Section 3.3.3 with respect to each Letter of Credit (other than the
issuance fees payable to an Issuer of such Letter of Credit pursuant to the last
sentence of Section 3.3.3) and of interest payable pursuant to Section 3.2 with
respect to any Reimbursement Obligation. To the extent that any U.S. Revolving
Loan Lender has reimbursed any Issuer for a Disbursement, such Lender shall be
entitled to receive its ratable portion of any amounts subsequently received
(from the Company or otherwise) in respect of such Disbursement.

         SECTION 2.6.2. Disbursements. An Issuer will notify the Company and the
Administrative Agent promptly of the presentment for payment of any Letter of
Credit issued by such Issuer, together with notice of the date (the
"Disbursement Date") such payment shall be made (each such payment, a
"Disbursement"). Subject to the terms and provisions of such Letter of




                                      -55-
<PAGE>   56


Credit and this Agreement, the applicable Issuer shall make such payment to the
beneficiary (or its designee) of such Letter of Credit. Prior to 11:00 a.m. on
the first Business Day following the Disbursement Date, the Company will
reimburse the Administrative Agent, for the account of the applicable Issuer,
for all amounts which such Issuer has disbursed under such Letter of Credit,
together with interest thereon at a rate per annum equal to the rate per annum
then in effect for Base Rate Loans (with the then Applicable Margin for U.S.
Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period
from the Disbursement Date through the date of such reimbursement. Without
limiting in any way the foregoing and notwithstanding anything to the contrary
contained herein or in any separate application for any Letter of Credit, the
Company hereby acknowledges and agrees that it shall be obligated to reimburse
the applicable Issuer upon each Disbursement of a Letter of Credit, and it shall
be deemed to be the obligor for purposes of each such Letter of Credit issued
hereunder (whether the account party on such Letter of Credit is the Company or
a Subsidiary Guarantor).

         SECTION 2.6.3. Reimbursement. The obligation (a "Reimbursement
Obligation") of the Company under Section 2.6.2 to reimburse an Issuer with
respect to each Disbursement (including interest thereon), and, upon the failure
of the Company to reimburse an Issuer, each U.S. Revolving Loan Lender's
obligation under Section 2.6.1 to reimburse an Issuer, shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which the Company or such U.S. Revolving
Loan Lender, as the case may be, may have or have had against such Issuer or
any Lender, including any defense based upon the failure of any Disbursement to
conform to the terms of the applicable Letter of Credit (if, in such Issuer's
good faith opinion, such Disbursement is determined to be appropriate) or any
non-application or misapplication by the beneficiary of the proceeds of such
Letter of Credit; provided, however, that after paying in full its Reimbursement
Obligation hereunder, nothing herein shall adversely affect the right of the
Company or such Lender, as the case may be, to commence any proceeding against
an Issuer for any wrongful Disbursement made by such Issuer under a Letter of
Credit as a result of acts or omissions constituting gross negligence or wilful
misconduct on the part of such Issuer.

         SECTION 2.6.4. Deemed Disbursements. Upon the occurrence and during the
continuation of any Default under Section 8.1.9 or upon notification by the
Administrative Agent (acting at the direction of the Required Lenders) to the
Company of its obligations under this Section, following the occurrence and
during the continuation of any other Event of Default,

                  (a) the aggregate Stated Amount of all Letters of Credit
         shall, without demand upon or notice to the Company or any other
         Person, be deemed to have been paid or disbursed by the Issuers of such
         Letters of Credit (notwithstanding that such amount may not in fact
         have been paid or disbursed); and

                  (b) the Company shall be immediately obligated to reimburse
         the Issuers for the amount deemed to have been so paid or disbursed by
         such Issuers.




                                      -56-
<PAGE>   57

Amounts payable by the Company pursuant to this Section shall be deposited in
immediately available funds with the Administrative Agent and held as collateral
security for the Reimbursement Obligations. When all Defaults giving rise to the
deemed disbursements under this Section have been cured or waived the
Administrative Agent shall return to the Company all amounts then on deposit
with the Administrative Agent pursuant to this Section which have not been
applied to the satisfaction of the Reimbursement Obligations.

         SECTION 2.6.5. Nature of Reimbursement Obligations. The Company, each
other Obligor and, to the extent set forth in Section 2.6.1, each U.S. Revolving
Loan Lender shall assume all risks of the acts, omissions or misuse of any
Letter of Credit by the beneficiary thereof. No Issuer (except to the extent of
its own gross negligence or wilful misconduct) shall be responsible for:

                  (a) the form, validity, sufficiency, accuracy, genuineness or
         legal effect of any Letter of Credit or any document submitted by any
         party in connection with the application for and issuance of a Letter
         of Credit, even if it should in fact prove to be in any or all respects
         invalid, insufficient, inaccurate, fraudulent or forged;

                  (b) the form, validity, sufficiency, accuracy, genuineness or
         legal effect of any instrument transferring or assigning or purporting
         to transfer or assign a Letter of Credit or the rights or benefits
         thereunder or the proceeds thereof in whole or in part, which may prove
         to be invalid or ineffective for any reason;

                  (c) failure of the beneficiary to comply fully with conditions
         required in order to demand payment under a Letter of Credit;

                  (d) errors, omissions, interruptions or delays in transmission
         or delivery of any messages, by mail, cable, telegraph, telex or
         otherwise; or

                  (e) any loss or delay in the transmission or otherwise of any
         document or draft required in order to make a Disbursement under a
         Letter of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of the
rights or powers granted to any Issuer or any U.S. Revolving Loan Lender
hereunder. In furtherance and not in limitation or derogation of any of the
foregoing, any action taken or omitted to be taken by an Issuer in good faith
(and not constituting gross negligence or willful misconduct) shall be binding
upon each Obligor and each such Secured Party, and shall not put such Issuer
under any resulting liability to any Obligor or any Secured Party, as the case
may be.

         SECTION 2.7. Register; Notes. (a) Each Lender may maintain in
accordance with its usual practice an account or accounts evidencing the
Indebtedness of each 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. In the case of a Lender that does
not request, pursuant to clause (c) below, execution and delivery of a Note
evidencing the



                                      -57-

<PAGE>   58


Loans made by such Lender to such Borrower, such account or accounts shall, to
the extent not inconsistent with the notations made by the Administrative Agent
in the Register, be conclusive and binding on such Borrower absent manifest
error; provided, however, that the failure of any Lender to maintain such
account or accounts shall not limit or otherwise affect any Obligations of the
Borrower or any other Obligor.

         (b) Each Borrower hereby designates the Administrative Agent to serve
as such Borrower's agent, solely for the purpose of this clause (b), to maintain
a register (the "Register") on which the Administrative Agent will record each
Lender's Commitments, the Loans made by each Lender and each repayment in
respect of the principal amount of the Loans of each Lender and annexed to which
the Administrative Agent shall retain a copy of each Lender Assignment Agreement
delivered to the Administrative Agent pursuant to Section 11.11.1. Failure to
make any recordation, or any error in such recordation, shall not affect such
Borrower"s obligation in respect of such Loans. The entries in the Register
shall be conclusive, in the absence of manifest error, and the applicable
Borrower, the Administrative Agent and the Lenders shall treat each Person in
whose name a Loan (and as provided in clause (c) the Note evidencing such Loan,
if any) is registered as the owner thereof for all purposes of this Agreement,
notwithstanding notice or any provision herein to the contrary. A Lender's
Commitment and the Loans made pursuant thereto may be assigned or otherwise
transferred in whole or in part only by registration of such assignment or
transfer in the Register. Any assignment or transfer of a Lender's Commitment or
the Loans made pursuant thereto shall be registered in the Register only upon
delivery to the Administrative Agent of a Lender Assignment Agreement duly
executed by the assignor thereof. No assignment or transfer of a Lender"s
Commitment or the Loans made pursuant thereto shall be effective unless such
assignment or transfer shall have been recorded in the Register by the
Administrative Agent as provided in this Section.

         (c) Each Borrower agrees that, upon the request to the Administrative
Agent by any Lender, the applicable Borrower will execute and deliver to such
Lender, as applicable, a U.S. Revolving Note, a Canadian Revolving Note, an
Australian Revolving Note, a Term A Note, a Term B Note and a Swing Line Note,
as the case may be, evidencing the Loans made by such Lender. Each Borrower
hereby irrevocably authorizes each Lender to make (or cause to be made)
appropriate notations on the grid attached to such Lender"s Notes (or on any
continuation of such grid), which notations, if made, shall evidence, inter
alia, the date of, the outstanding principal amount of, and the interest rate
and Interest Period applicable to the Loans evidenced thereby. Such notations
shall, to the extent not inconsistent with the notations made by the
Administrative Agent in the Register, be conclusive and binding on such Borrower
absent manifest error; provided, however, that the failure of any Lender to make
any such notations or any error in any such notations shall not limit or
otherwise affect any Obligations of such Borrower or any other Obligor. The
Loans evidenced by any such Note and interest thereon shall at all times
(including after assignment pursuant to Section 11.11.1) be represented by one
or more Notes payable to the order of the payee named therein and its registered
assigns. A Note and the obligation evidenced thereby may be assigned or
otherwise transferred in whole or in part only by registration of such
assignment or transfer of such Note and the obligation evidenced thereby in the
Register (and each Note shall expressly so provide). Any assignment or transfer
of all or part of an obligation evidenced by a





                                      -58-
<PAGE>   59

Note shall be registered in the Register only upon surrender for registration of
assignment or transfer of the Note evidencing such obligation, accompanied by a
Lender Assignment Agreement duly executed by the assignor thereof, and
thereupon, if requested by the assignee, one or more new Notes shall be issued
to the designated assignee and the old Note shall be returned by the
Administrative Agent to the applicable Borrower marked "exchanged". No
assignment of a Note and the obligation evidenced thereby shall be effective
unless it shall have been recorded in the Register by the Administrative Agent
as provided in this Section.

         SECTION 2.8. Canadian BAs. Not in limitation of any other provision of
this Agreement, but in furtherance thereof, the provisions of this Section 2.8
shall further apply to the acceptance, rolling over and conversion of Canadian
BAs.

         SECTION 2.8.1. Funding of Canadian BAs. If the Canadian office of the
Administrative Agent receives a Borrowing Request or a Continuation/Conversion
Notice from the Canadian Borrower requesting a Borrowing or a rollover of, or a
conversion into, a Canadian Loan by way of Canadian BAs, the Administrative
Agent shall notify each of the applicable Lenders, prior to 11:00 a.m., Toronto
time, on the second Business Day prior to the date of such Credit Extension, of
such request and of each such Lender's Percentage of such Canadian Loan. Each
applicable Lender shall, not later than 11:00 a.m., Toronto time, on the date of
each Canadian Loan by way of Canadian BAs (whether in respect of the Credit
Extension or pursuant to a rollover or conversion), accept drafts of the
Canadian Borrower which are presented to it for acceptance and which have an
aggregate face amount equal to such Lender's Percentage of the total Credit
Extension being made available by way of Canadian BAs on such date. With respect
to each drawdown of, rollover of or conversion into Canadian BAs, each such
Lender shall not be required to accept any draft which has a face amount which
is not in a minimum amount of Cdn $500,000 and in an integral multiple of Cdn
$100,000. Concurrent with the acceptance of drafts of the Canadian Borrower as
aforesaid, each applicable Lender shall, upon fulfillment by the Canadian
Borrower of the terms and conditions set forth in Article V, severally and not
jointly, make available to the Canadian Borrower as set forth in the relevant
Borrowing Request the aggregate Notional BA Proceeds with respect to the
Canadian BAs being purchased by such Lender (net of the aggregate amount
required to repay such Lender's outstanding Canadian BAs that are maturing on
such date and/or Canadian Prime Rate Loans of such Lender that are being
converted on such date). Each Canadian BA to be accepted by any Lender shall be
accepted by such Lender at its Domestic Office located in Canada.

         SECTION 2.8.2. Acceptance Fees. With respect to each draft of the
Canadian Borrower accepted pursuant hereto, the Canadian Borrower shall pay to
the Canadian Lenders, in advance, an acceptance fee calculated at the rate per
annum, on the basis of a year of 365 days or 366 days, as the case may be, equal
to the Applicable Canadian BA Stamping Fee on the face amount of such Canadian
BA for its term, being the actual number of days in the period commencing on the
date of acceptance of the Canadian Borrower's draft and continuing to (but
excluding) the maturity date of such Canadian BA. Such acceptance fee shall be
non-refundable and shall be fully earned when due. Such acceptance fee shall be
paid to the Canadian Lenders by deducting the amount thereof






                                      -59-
<PAGE>   60

from what would otherwise be Notional BA Proceeds (excluding such fee) funded
pursuant to Section 2.8.1.

         SECTION 2.8.3. Execution of Canadian BAs. (a) To facilitate the
acceptance of Canadian BAs hereunder, the Canadian Borrower hereby appoints each
Canadian Lender as its attorney to sign and endorse on its behalf, in accordance
with clause (d) of Section 2.8.3, an appropriate number of drafts in the form
prescribed by that Canadian Lender.

         (b) Each Canadian Lender may, at its option, execute any draft in
handwriting or by the facsimile or mechanical signature of any of its authorized
officers, and the Canadian Lenders are hereby authorized to accept or pay, as
the case may be, any draft of the Canadian Borrower which purports to bear such
a signature notwithstanding that any such individual has ceased to be an
authorized officer of the Canadian Lender.

         (c) Any draft or Canadian BA signed by a Canadian Lender as attorney
for the Canadian Borrower whether signed in handwriting or by the facsimile or
mechanical signature of an authorized officer of a Canadian Lender, may be dealt
with by the Agent or any Lender to all intents and purposes and shall bind the
Canadian Borrower as if duly signed and issued by the Canadian Borrower.

         (d) The receipt by the Administrative Agent of a request for a Credit
Extension by way of Canadian BAs shall be each Canadian Lender's sufficient
authority to execute, and each Canadian Lender shall, subject to the terms and
conditions of this Agreement, execute drafts in accordance with such request and
the advice of the Administrative Agent pursuant to Section 2.8.1, and the drafts
so executed shall thereupon be deemed to have been presented for acceptance.

         SECTION 2.8.4. Special Provisions Relating to Acceptance Notes. (a) The
Canadian Borrower and each applicable Lender hereby acknowledge and agree that
from time to time certain Lenders which are not Canadian chartered banks or
which are Canadian chartered banks listed on Schedule II of the Bank Act
(Canada) may not be authorized to or may, as a matter of general corporate
policy, elect not to accept Canadian BA drafts, and the Canadian Borrower and
each applicable Lender agrees that any such Lender may purchase Acceptance Notes
of the Canadian Borrower in accordance with the provisions of Section 2.8.4(b)
in lieu of accepting Canadian BAs for its account.

         (b) In the event that any Lender described in Section 2.8.4(a) above is
unable to, or elects as a matter of general corporate policy not to, accept
Canadian BAs hereunder, such Lender shall not accept Canadian BAs hereunder, but
rather, if the Canadian Borrower requests the acceptance of such Canadian BAs,
the Canadian Borrower shall deliver to such Lender non-interest bearing
promissory notes (each, an "Acceptance Note") of the Canadian Borrower,
substantially in the form of Exhibit A-5 hereto, having the same maturity as the
Canadian BAs that would otherwise be accepted by such Lender and in an aggregate
principal amount equal to the undiscounted face amount of such Canadian BAs.
Each such Lender hereby agrees to purchase each Acceptance Note from the
Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a
Lender





                                      -60-
<PAGE>   61

listed on Schedule II to the Bank Act (Canada) which would have been applicable
if a Canadian BA draft had been accepted by such bank and such Acceptance Notes
shall be governed by the provisions of this Article II as if they were Canadian
BAs.


                                   ARTICLE III
                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

         SECTION 3.1 Repayments and Prepayments; Application. The Borrowers
agree that the Loans shall be repaid and prepaid pursuant to the following
terms.

         SECTION 3.1.1. Repayments and Prepayments. Each Borrower shall repay in
full the unpaid principal amount of each Loan made to such Borrower upon the
applicable Stated Maturity Date therefor. Prior thereto, payments and
prepayments of Loans shall or may be made as set forth below.

                  (a) From time to time on any Business Day, the Borrowers may
         make a voluntary prepayment, in whole or in part, of the outstanding
         principal amount of any

                           (i) Loans (other than Swing Line Loans and Canadian
                  BAs); provided, however, that (A) any such prepayment of Term
                  A Loans and Term B Loans shall be made pro rata among Term A
                  Loans and Term B Loans of the same type and, if applicable,
                  having the same Interest Period of all Lenders that have made
                  such Term A Loans or Term B Loans (applied to the remaining
                  amortization payments for the Term A Loans and the Term B
                  Loans, as the case may be, in such amounts as the Company
                  shall determine) and any such prepayment of Revolving Loans
                  shall be made pro rata among the Revolving Loans of the same
                  type and, if applicable, having the same Interest Period of
                  all Lenders that have made such Revolving Loans; (B) all such
                  voluntary prepayments shall require at least one but no more
                  than five Business Days' prior written notice to the
                  Administrative Agent; and (C) all such voluntary partial
                  prepayments shall be, in the case of (I) LIBO Rate Loans, in
                  an aggregate minimum amount of (A) $500,000 and an integral
                  multiple of $100,000 in the case of U.S. Loans and (B) Aus
                  $500,000 and in an integral multiple of Aus $100,000 in the
                  case of Australian Revolving Loans and, (II) in the case of
                  Base Rate Loans, in an aggregate minimum amount of (A)
                  $500,000 and an integral multiple of $100,000 in the case of
                  U.S. Loans and (B) Cdn $500,000 and in an integral multiple of
                  Cdn $100,000 in the case of Canadian Loans; and

                           (ii) Swing Line Loans; provided, that (A) all such
                  voluntary prepayments shall require prior telephonic notice to
                  the Swing Line Lender on or before 1:00 p.m. on the day of
                  such prepayment (such notice to be confirmed in writing within
                  24 hours thereafter); and (B) all such voluntary partial
                  prepayments shall be in an aggregate minimum amount of
                  $500,000 and an integral multiple of $100,000.




                                      -61-
<PAGE>   62

         In addition, from time to time on any Business Day, the Canadian
         Borrower may, upon not less than one Business Day's notice to the
         Administrative Agent, elect to deposit with the Administrative Agent
         Canadian Dollars in immediately available funds to be held by the
         Administrative Agent, pursuant to collateral arrangements satisfactory
         to it, for application to the payment of Canadian BAs designated by the
         Canadian Borrower in such notice (provided that any such designation
         shall be made pro rata among the Canadian Lenders on the basis of the
         aggregate face amount of Canadian BAs then outstanding). If such a
         deposit is made, then such Canadian BAs shall (to the extent of such
         deposit) be deemed no longer outstanding for purposes of this
         Agreement.

                  (b) On each date when the sum of (i) the aggregate outstanding
         principal amount of all U.S. Revolving Loans and Swing Line Loans and
         (ii) the aggregate amount of all Letter of Credit Outstandings exceeds
         the U.S. Revolving Loan Commitment Amount (as it may be reduced from
         time to time pursuant to this Agreement), the Company shall make a
         mandatory prepayment of Revolving Loans or Swing Line Loans (or both).

                  (c) On the Stated Maturity Date and on each Quarterly Payment
         Date occurring during any period set forth below, the Company shall
         make a scheduled repayment of the aggregate outstanding principal
         amount, if any, of all Term A Loans in an amount equal to the amount
         set forth below opposite the Stated Maturity Date or such Quarterly
         Payment Date, as applicable:


                                                Amount of Required
                   Period                       Principal Repayment
                   ------                       -------------------
            Effective Date through (and
              including) 12/31/2000             $ 1,562,500

            01/01/2001 through (and
              including) 12/31/2001             $ 3,125,000

            01/01/2002 through (and
              including) 12/31/2002             $ 4,687,500

            01/01/2003 through (and
              including) 12/31/2003             $ 6,250,000

            01/01/2004 through (and
              including) 9/30/2005              $ 7,812,500

            Stated Maturity Date for
              Term A Loans                      $ 7,812,500 or the
                                                then outstanding principal
                                                amount of all Term A Loans, if
                                                different.

                  (d) On the Stated Maturity Date and on each Quarterly Payment
         Date occurring during any period set forth below, the Company shall
         make a scheduled repayment of the



                                      -62-
<PAGE>   63

aggregate outstanding principal amount, if any, of all Term B Loans in an amount
equal to the amount set forth below opposite the Stated Maturity Date or such
Quarterly Payment Date, as applicable:


                                                Amount of Required
                     Period                     Principal Repayment
                     ------                     -------------------
              Effective Date through (and
                including) 12/31/2005           $ 512,500

              01/01/2006 through (and
                including) 9/30/2006            $ 48,175,000

              Stated Maturity Date for
                Term B Loans                    $ 48,175,000 or the then
                                                outstanding principal
                                                amount of all Term B Loans,
                                                if different.

                  (e) The Company shall, following the receipt by the Company or
         any Restricted Subsidiary of any Casualty Proceeds in excess of
         $500,000 (individually or in the aggregate (when taken together with
         all other Casualty Proceeds and all Net Disposition Proceeds) over the
         course of a Fiscal Year), deliver to the Agents a calculation of the
         amount of such Casualty Proceeds and make a mandatory prepayment of the
         Term Loans in an amount equal to 100% of such Casualty Proceeds within
         30 days of the receipt thereof to be applied as set forth in Section
         3.1.2; provided, however, that no mandatory prepayment on account of
         Casualty Proceeds shall be required under this clause if the Company
         informs the Agents in writing no later than 30 days following the
         occurrence of the Casualty Event resulting in such Casualty Proceeds of
         the Company's or the Restricted Subsidiary's good faith intention to
         apply such Casualty Proceeds to the rebuilding or replacement of the
         damaged, destroyed or condemned assets or property or the acquisition
         or construction of other long-term capital assets useful in the
         Company's or such Restricted Subsidiary's business and the Company or
         the Restricted Subsidiary in fact uses such Casualty Proceeds to
         rebuild or replace such damaged, destroyed or condemned assets or
         acquire or construct such other long-term assets within 360 days
         following the receipt of such Casualty Proceeds, with the amount of
         such Casualty Proceeds unused after such 360-day period being applied
         to the Term Loans pursuant to Section 3.1.2; provided, further,
         however, that (i) at any time when any Specified Default shall have
         occurred and be continuing, all Casualty Proceeds (together with Net
         Disposition Proceeds not applied as provided in clause (f) below) shall
         be deposited in an account maintained with the Administrative Agent to
         pay for such rebuilding or replacement whenever no Specified Default is
         then continuing or except as otherwise agreed to by the Agents for
         disbursement at the request of the Company or the Restricted
         Subsidiary, as the case may be, or (ii) if all such Casualty Proceeds
         (together with Net Disposition Proceeds not applied as provided in
         clause (f) below) aggregating in excess of $500,000 have not yet been
         applied as





                                      -63-
<PAGE>   64

         described in the notice required above (or in accordance with clause
         (f) below), all such Casualty Proceeds and Net Disposition Proceeds
         shall be deposited in an account maintained with the Administrative
         Agent for disbursement at the request of the Company or the Restricted
         Subsidiaries, as the case may be, to be used for the purpose(s) set
         forth in such written notice(s) or (iii) if such Casualty Proceeds were
         related to assets held by (x) a Canadian Subsidiary any such
         reinvestments must be made by a Canadian Restricted Subsidiary, (y) an
         Australian Subsidiary any such reinvestment must be made by an
         Australian Restricted Subsidiary and (z) the Company or a Domestic
         Subsidiary any such reinvestment must be made by the Company or a
         Domestic Restricted Subsidiary.

                  (f) The Company shall, following the receipt by the Company or
         any Restricted Subsidiary of any Net Disposition Proceeds in excess of
         $500,000 (individually or in the aggregate (when taken together with
         all other Net Disposition Proceeds and all Casualty Proceeds) over the
         course of a Fiscal Year), deliver to the Agents a calculation of the
         amount of such Net Disposition Proceeds and make a mandatory prepayment
         of the Term Loans in an amount equal to 100% of such Net Disposition
         Proceeds within one Business Day of the receipt thereof to be applied
         as set forth in Section 3.1.2; provided, however, that no mandatory
         prepayment on account of Net Disposition Proceeds shall be required
         under this clause if the Company informs the Agents in writing no later
         than one Business Day following the receipt of such Net Disposition
         Proceeds of the Company's or a Restricted Subsidiary's good faith
         intention to apply such Net Disposition Proceeds to (i) the replacement
         of the assets or property that was the subject of the Disposition or
         the acquisition or construction of other long-term capital assets
         useful in the Company's or such Restricted Subsidiary's business that
         resulted in such Net Disposition Proceeds and/or (ii) acquire the
         Capital Stock of a Person in a transaction permitted under clause (g)
         of Section 7.2.5 so long as (x) the Disposition giving rise to such Net
         Disposition Proceeds complies with clause (f) of Section 7.2.11, (y)
         the aggregate amount of Net Disposition Proceeds used for such
         acquisitions shall not exceed $10,000,000 in the aggregate in any
         Fiscal Year and $20,000,000 in the aggregate for the term of this
         Agreement and (z) as a result of such Acquisition, such Person becomes
         a Restricted Subsidiary and complies with Section 7.1.8 and the Company
         or the Restricted Subsidiary in fact uses such Net Disposition Proceeds
         to replace, acquire or construct such assets or property or to make
         such acquisition of Capital Stock within 360 days following the receipt
         of such Net Disposition Proceeds, with the amount of such Net
         Disposition Proceeds unused after such 360-day period being applied to
         the Term Loans pursuant to Section 3.1.2; provided, further, however,
         that (i) at any time when any Specified Default shall have occurred and
         be continuing, all Net Disposition Proceeds (together with Casualty
         Proceeds not applied as provided in clause (e) above) shall be
         deposited in an account maintained with the Administrative Agent to pay
         for such replacement, acquisition or construction whenever no Specified
         Default is then continuing or except as otherwise agreed to by the
         Agents for disbursement at the request of the Company or the Restricted
         Subsidiary, as the case may be, or (ii) if all such Net Disposition
         Proceeds (together with Casualty Proceeds not applied as provided in
         clause (e) above) aggregating in excess of $500,000 have not yet been
         applied as described in the notice required above (or in accordance
         with clause (e)




                                      -64-
<PAGE>   65


         above), all such Net Disposition Proceeds and Casualty Proceeds shall
         be deposited in an account maintained with the Administrative Agent for
         disbursement at the request of the Company or the Restricted
         Subsidiaries, as the case may be, to be used for the purpose(s) set
         forth in such written notice(s) or (iii) if such Net Disposition
         Proceeds were related to assets held by (x) a Canadian Subsidiary any
         such reinvestments must be made by a Canadian Restricted Subsidiary,
         (y) an Australian Subsidiary any such reinvestment must be made by an
         Australian Restricted Subsidiary and (z) the Company or a Domestic
         Subsidiary any such reinvestment must be made by the Company or a
         Domestic Restricted Subsidiary.

                  (g) The Company shall, no later than five Business Days
         following the delivery by Holdings of its annual audited financial
         reports required pursuant to clause (c) of Section 7.1.1 (beginning
         with the financial reports delivered in respect of the 2000 Fiscal
         Year), deliver to the Agents a calculation of the Excess Cash Flow for
         the Fiscal Year last ended and make a mandatory prepayment of the Term
         Loans in an amount equal to 50% of the Excess Cash Flow (if any) for
         such Fiscal Year, to be applied as set forth in Section 3.1.2.

                  (h) Concurrently with the receipt by Holdings, Intermediate
         Holdings, the Company or any of the Restricted Subsidiaries of any Net
         Debt Proceeds or Net Equity Proceeds, Holdings shall deliver to the
         Agents a calculation of the amount of such Net Debt Proceeds or Net
         Equity Proceeds, as the case may be, and the Company shall make a
         mandatory prepayment of the Term Loans in an amount equal to 100% of
         such Net Debt Proceeds or 50% of such Net Equity Proceeds, as the case
         may be, to be applied as set forth in Section 3.1.2; provided, however,
         that if the net proceeds of the Permanent Debt Financing are sufficient
         to pay in full the Subordinated Bridge Notes then Holdings or the
         Company may use 50% of the Net Debt Proceeds of Permanent Financing
         Debt in excess of the amount required to pay in full the Subordinated
         Bridge Notes in an aggregate amount not to exceed the lesser of
         $10,000,000 or the then outstanding amount of Indebtedness evidenced by
         the Intermediate Holdings Asset Bridge Notes to redeem or prepay
         Intermediate Holdings Asset Bridge Notes and 100% of the remaining
         balance of such excess Net Debt Proceeds shall be used to make a
         mandatory prepayment of the Term Loans.

                  (i) On the Business Day following the date upon which Holdings
         shall have delivered a certificate required to be delivered pursuant to
         clause (l) of Section 7.1.1 (or during a period that a Specified
         Default has occurred and is continuing on each Business Day), the
         applicable Foreign Borrower shall,

                           (A) if the U.S. Dollar Equivalent of the aggregate
                  outstanding principal amount of all Canadian Loans is equal to
                  or greater than 103% of the Canadian Revolving Loan Commitment
                  Amount, make a prepayment of its Canadian Loans in Canadian
                  Dollars (or cash collateralize Canadian BAs, if applicable) in
                  an amount equal to such excess over the Canadian Revolving
                  Loan Commitment Amount; and




                                      -65-
<PAGE>   66

                           (B) if the U.S. Dollar Equivalent of the aggregate
                  outstanding principal amount of all Australian Revolving Loans
                  is equal to or greater than 103% of the Australian Revolving
                  Loan Commitment Amount, make a prepayment of its Australian
                  Revolving Loans in Australian Dollars in an amount equal to
                  such excess over the Australian Revolving Loan Commitment
                  Amount.

For purposes of clause (i) above, the aggregate outstanding principal amount of
Foreign Currency Revolving Loans shall be calculated in accordance with the most
recently delivered certificate pursuant to clause (l) of Section 7.1.1;
provided, however, that if a Specified Default has occurred and is continuing,
the conversion rate of such Foreign Currency into U.S. Dollars shall be
determined by the Administrative Agent for each day.

                  (j) Immediately upon any acceleration of the Stated Maturity
         Date of any Loans pursuant to Section 8.2 or Section 8.3, the Borrowers
         shall repay all the Loans, unless, pursuant to Section 8.3, only a
         portion of all the Loans is so accelerated (in which case the portion
         so accelerated shall be so repaid).

Each prepayment of any Loans made pursuant to this Section shall be without
premium or penalty, except as may be required by Section 4.4.

         SECTION 3.1.2. Application. Amounts prepaid pursuant to Section 3.1.1
shall be applied as set forth in this Section.

                  (a) Subject to clause (b), each prepayment or repayment of the
         principal of the Loans shall be applied, to the extent of such
         prepayment or repayment, first, to the principal amount thereof being
         maintained as Base Rate Loans, and second, subject to the terms of
         Section 4.4, to the principal amount thereof being maintained as LIBO
         Rate Loans.

                  (b) Each prepayment of Term Loans made pursuant to clauses
         (e), (f), (g) and (h) of Section 3.1.1 shall be applied pro rata to a
         mandatory prepayment of the outstanding principal amount of all Term A
         Loans and Term B Loans (with the amount of such prepayment of the Term
         A Loans and the Term B Loans being applied to the remaining Term A Loan
         or Term B Loan, as the case may be, amortization payments, pro rata in
         accordance with the amount of each such remaining Term Loan
         amortization payments); provided, however, that in the case of any such
         prepayment of Term B Loans made pursuant to clause (e), (f), (g) and
         (h) of Section 3.1.1, any Lender that has Term B Loans may elect not to
         have such Loans prepaid by delivering a notice to the Agents at least
         one Business Day prior to the date that such prepayment is to be made
         in which notice such Lender shall decline to have such Loans prepaid
         with the amounts set forth above, in which case the amounts that would
         have been applied to a prepayment of such Lender's Term B Loans shall
         instead be applied to a prepayment of the principal amount (if any) of
         all outstanding Term A Loans until all outstanding Term A Loans have
         been prepaid in full, then applied to a prepayment of such Lender"s
         Term B Loans.




                                      -66-
<PAGE>   67
         SECTION 3.2. Interest Provisions. Interest on the outstanding principal
amount of Loans shall accrue and be payable in accordance with the terms set
forth below.

         SECTION 3.2.1. Rates. Subject to Section 2.3.2, pursuant
to an appropriately delivered Borrowing Request or Continuation/Conversion
Notice, the applicable Borrower may elect that Loans comprising a Borrowing
accrue interest at a rate per annum:

                  (a) on that portion maintained from time to time as a Base
         Rate Loan, equal to the sum of the Alternate Base Rate (if such Loan is
         not a Canadian Loan) or Canadian Prime Rate (if such loan is a Canadian
         Loan) from time to time in effect plus the Applicable Margin; provided
         that all Swing Line Loans shall always accrue interest at the Alternate
         Base Rate plus the then effective Applicable Margin for such Revolving
         Loans; and

                  (b) on that portion maintained as a LIBO Rate Loan, during
         each Interest Period applicable thereto, equal to the sum of the LIBO
         Rate (Reserve Adjusted) for such Interest Period plus the Applicable
         Margin.

All LIBO Rate Loans shall bear interest from and including the first day of the
applicable Interest Period to (but not including) the last day of such Interest
Period at the interest rate determined as applicable to such LIBO Rate Loan.

         SECTION 3.2.2. Post-Default Rates. Upon the occurrence and during the
continuance of an Event of Default, the Borrowers (other than the Canadian
Borrower) shall pay, but only to the extent permitted by law, interest (after as
well as before judgment) in an amount equal to (a) in the case of any principal
of LIBO Rate Loans or unpaid interest thereon, the rate that would otherwise be
applicable to such LIBO Rate Loans pursuant to Section 3.2.1 plus 2%, (b) in the
case of any principal of Base Rate Loans or unpaid interest thereon, the rate
that would otherwise be applicable to such Base Rate Loans pursuant to Section
3.2.1 plus 2% and (c) in the case of any accrued and unpaid commitment fees,
letter of credit fees or other monetary Obligations, the rate that would
otherwise be applicable to Revolving Loans that are maintained as Base Rate
Loans pursuant to Section 3.2.1 plus 2%.

         SECTION 3.2.3. Payment Dates. Interest accrued on each Loan shall be
payable, without duplication:

                  (a) on the Stated Maturity Date therefor;

                  (b) on the date of any payment or prepayment, in whole or in
         part, of principal outstanding on such Loan on the principal amount so
         paid or prepaid;

                  (c) with respect to Base Rate Loans, which bear interest with
         respect to (i) the Alternate Base Rate, on each Quarterly Payment Date
         and (ii) the Canadian Prime Rate on the first day of each month
         occurring after the Closing Date;




                                      -67-
<PAGE>   68

                  (d) with respect to LIBO Rate Loans, on the last day of each
         applicable Interest Period (and, if such Interest Period shall exceed
         three months, on the date occurring on each three-month interval
         occurring after the first day of such Interest Period);

                  (e) with respect to any Base Rate Loans converted into LIBO
         Rate Loans on a day when interest would not otherwise have been payable
         pursuant to clause (c), on the date of such conversion; and

                  (f) on that portion of any Loans the Stated Maturity Date of
         which is accelerated pursuant to Section 8.2 or Section 8.3,
         immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations after the date such
amount is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.

         SECTION 3.3. Fees. The Company agrees to pay the fees set forth below.
All such fees shall be non-refundable.

         SECTION 3.3.1. Commitment Fee. (a) The Company agrees to pay to the
Administrative Agent for the account of each Lender, for the period (including
any portion thereof when any of its Commitments are suspended by reason of the
Company"s inability to satisfy any condition of Article V) commencing on the
Effective Date and continuing through the applicable Commitment Termination
Date, a commitment fee in an amount equal to the Applicable Commitment Fee
Margin, in each case on such Lender"s Percentage of the sum of the average daily
unused portion of the applicable Commitment Amount (other than the Canadian
Revolving Loan Commitment Amount and the Australian Revolving Loan Commitment
Amount) (net of Letter of Credit Outstandings, in the case of U.S. Revolving
Loan Commitment Amount). The making of Swing Line Loans shall not constitute
usage of the Revolving Loan Commitment with respect to the calculation of
commitment fees to be paid by the Company to the Lenders other than with respect
to the Swing Line Lender.

         (b) The Canadian Borrower agrees to pay directly to the account of each
Canadian Lender, for the period (including any portion thereof when its Canadian
Revolving Loan Commitment is suspended by reason of the Canadian Borrower"s
inability to satisfy any condition of Article V) commencing on the Effective
Date and continuing through the Revolving Loan Commitment Termination Date, a
commitment fee in an amount equal to the Applicable Commitment Fee Margin, in
each case on such Lender"s Percentage of the sum of the average daily unused
portion of the Canadian Revolving Loan Commitment Amount.

         (c) The Australian Borrower agrees to pay directly to the account of
each Australian Lender, for the period (including any portion thereof when its
Australian Revolving Loan Commitment is suspended by reason of the Australian
Borrower"s inability to satisfy any condition of Article V) commencing on the
Effective Date and continuing through the Revolving Loan Commitment Termination
Date, a commitment fee in an amount equal to the Applicable




                                      -68-
<PAGE>   69

Commitment Fee Margin, in each case on such Lender's Percentage of the sum of
the average daily unused portion of the Australian Revolving Loan Commitment
Amount.

         (d) All commitment fees payable pursuant to this Section shall be
payable by the applicable Borrower in arrears on the Effective Date and
thereafter on each Quarterly Payment Date, commencing with the first Quarterly
Payment Date following the Effective Date, and on the Revolving Loan Commitment
Termination Date. Any term or provision hereof to the contrary notwithstanding,
commitment fees payable for any period prior to the Closing Date shall be
payable in accordance with the Fee Letter.

         SECTION 3.3.2. Agents' Fee. (a) The Company agrees to pay to the
Administrative Agent, for its own account, the fees in the amounts and on the
dates set forth in the Administrative Agent Fee Letter.

         (b) The Company agrees to pay to the Syndication Agent, for its own
account, the fees in the amounts and on the dates set forth in the Fee Letter.

         SECTION 3.3.3. Letter of Credit Fee. The Company agrees to pay to the
Administrative Agent, for the pro rata account of the applicable Issuer and each
U.S. Revolving Loan Lender, a Letter of Credit fee in an amount equal to the
then effective Applicable Margin for U.S. Revolving Loans maintained as LIBO
Rate Loans, multiplied by the Stated Amount of each such Letter of Credit, such
fees being payable quarterly in arrears on each Quarterly Payment Date following
the date of issuance of each Letter of Credit and on the Revolving Loan
Commitment Termination Date. The Company further agrees to pay to the applicable
Issuer with respect to each issuance or extension of a Letter of Credit an
issuance fee in an amount equal to 1/4 of 1% per annum on the Stated Amount of
such Letter of Credit payable on each Quarterly Payment Date following the date
of such issuance or extension and on the Revolving Loan Commitment Termination
Date.


                                   ARTICLE IV
                     CERTAIN LIBO RATE AND OTHER PROVISIONS

         SECTION 4.1. LIBO Rate Lending Unlawful. If any Lender shall determine
(which determination shall, upon notice thereof to the Borrowers and the
Administrative Agent, be conclusive and binding on the Borrowers) that the
introduction of or any change in or in the interpretation of any law makes it
unlawful, or any Governmental Authority asserts that it is unlawful, for such
Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate
Loan, the obligations of such Lender to make, continue or convert any such LIBO
Rate Loan shall, upon such determination, forthwith be suspended until such
Lender shall notify the Administrative Agent that the circumstances causing such
suspension no longer exist, and all outstanding LIBO Rate Loans payable to such
Lender shall automatically convert into Base Rate Loans or in the case of
Australian Revolving Loans shall bear interest as set forth in Section 4.2 at
the end of the then current Interest Periods with respect thereto or sooner, if
required by such law or assertion.




                                      -69-
<PAGE>   70



         SECTION 4.2. Deposits Unavailable; Circumstances making Canadian BAs
Unavailable. If the Administrative Agent shall have determined that

                  (a) deposits in the relevant Currency and amount and for the
         relevant Interest Period are not available to it in its relevant
         market; or

                  (b) by reason of circumstances affecting its relevant market,
         adequate means do not exist for ascertaining the interest rate
         applicable hereunder to LIBO Rate Loans in a particular Currency;

then, upon notice from the Administrative Agent to the Borrowers and the
Lenders, the obligations of all Lenders under Section 2.3 and Section 2.4 to
make or continue any Loans as, or to convert any Loans into, LIBO Rate Loans
shall forthwith be suspended and, in the case of U.S. Loans, such Loans shall
accrue interest at the Base Rate plus the Applicable Margin in respect of such
Loans and, in the case of Australian Revolving Loans, such Loans shall accrue
interest at each applicable Lender's cost of funds, as reasonably determined and
as notified by such Lender to the Administrative Agent and the applicable
Borrowers, plus the Applicable Margin in respect of such Loans, in each case
from the end of the then current Interest Period applicable thereto, until the
Administrative Agent shall notify the applicable Borrowers and the Lenders that
the circumstances causing such suspension no longer exist, and subsequent LIBO
Rate Loans in respect of such Currency shall be made at an interest rate equal
to, in the case of U.S. Loans, the Base Rate plus the Applicable Margin in
respect of such Loans, in the case of Canadian Loans, such Loans shall accrue
interest at the Canadian Prime Rate plus the Applicable Margin in respect of
such Loans and, in the case of Australian Revolving Loans, each applicable
Lender"s cost of funds, as reasonably determined and as notified by such Lender
to the Administrative Agent and the Borrowers, plus the Applicable Margin in
respect of such Loans.

         (c) If the Administrative Agent shall have determined that by reason of
circumstances affecting the Canadian money market, there is no market for
Canadian BAs, then the right of the Canadian Borrower to request the acceptance
of Canadian BAs and the acceptance thereof shall be suspended until the
Administrative Agent determines that the circumstances causing such suspension
no longer exist and the Administrative Agent so notifies the Canadian Borrower
and any Borrowing Request or Continuation/Conversion Notice requesting the
acceptance of Canadian BAs shall be canceled and the Loans requested therein
shall be made as, continued as or converted into Canadian Prime Rate Loans or,
in the case of a Credit Extension, if requested by the Canadian Borrower at
least one Business Day prior to the scheduled date of the Credit Extension, not
be made.

         SECTION 4.3. Increased LIBO Rate Loan Costs, etc. Increased LIBO
Rate Loan Costs, etc. The applicable Borrower agrees to reimburse each Lender
and Issuer for any increase in the cost to such Lender or Issuer of, or any
reduction in the amount of any sum receivable by such Secured Party in respect
of, such Secured Party's Commitments and the making of Credit Extensions
hereunder (including the making, continuing or maintaining (or of its obligation
to make or continue) any Loans as, or of converting (or of its obligation to
convert) any Loans into, LIBO Rate Loans) that arise in connection with any






                                      -70-
<PAGE>   71

change in, or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in after the date hereof of, any law or regulation,
directive, guideline, decision or request (whether or not having the force of
law) of any Governmental Authority, except for such changes with respect to
increased capital costs and Taxes which are governed by Sections 4.5 and 4.6,
respectively. Each affected Secured Party shall promptly notify the
Administrative Agent and the Borrowers in writing of the occurrence of any such
event, stating the reasons therefor and the additional amount required fully to
compensate such Secured Party for such increased cost or reduced amount. Such
additional amounts shall be payable by the applicable Borrower directly to such
Secured Party within five days of its receipt of such notice, and such notice
shall, in the absence of manifest error, be conclusive and binding on the
Borrowers.

         SECTION 4.4. Funding Losses. Funding Losses. In the event any
Lender shall incur any loss or expense (including any loss or expense incurred
by reason of the liquidation or reemployment of deposits or other funds acquired
by such Lender to make or continue any portion of the principal amount of any
Loan as, or to convert any portion of the principal amount of any Loan into, a
LIBO Rate Loan) as a result of

                  (a) any conversion or repayment or prepayment of the principal
         amount of any LIBO Rate Loan on a date other than the scheduled last
         day of the Interest Period applicable thereto, whether pursuant to
         Article III or otherwise;

                  (b) any Loans not being made as LIBO Rate Loans in accordance
         with the Borrowing Request therefor (other than as a result of the
         willful failure of such Lender to fund such requested LIBO Rate Loan);
         or

                  (c) any Loans not being continued as, or converted into, LIBO
         Rate Loans in accordance with the Continuation/Conversion Notice
         therefor;

then, upon the written notice of such Lender to the applicable Borrowers (with a
copy to the Administrative Agent), the applicable Borrower shall, within five
days of its receipt thereof, pay directly to such Lender such amount as will (in
the reasonable determination of such Lender) reimburse such Lender for such loss
or expense. Such written notice shall, in the absence of manifest error, be
conclusive and binding on the Borrowers.

         SECTION 4.5. Increased Capital Costs. Increased Capital Costs. If
any change in, or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation, directive, guideline,
decision or request (whether or not having the force of law) of any Governmental
Authority affects or would affect the amount of capital required or expected to
be maintained by any Secured Party or any Person controlling such Secured Party,
and such Secured Party determines (in good faith but in its sole and absolute
discretion) that the rate of return on its or such controlling Person's capital
as a consequence of the Commitments or the Credit Extensions made, or the
Letters of Credit participated in, by such Secured Party is reduced to a level
below that which such Secured Party or such controlling Person could have
achieved but for the occurrence of any such circumstance, then upon notice from
time to time by such Secured Party to





                                      -71-
<PAGE>   72

the Borrowers, the applicable Borrower shall within five days following receipt
of such notice pay directly to such Secured Party additional amounts sufficient
to compensate such Secured Party or such controlling Person for such reduction
in rate of return. A statement of such Secured Party as to any such additional
amount or amounts shall, in the absence of manifest error, be conclusive and
binding on the Borrowers. In determining such amount, such Secured Party may use
any method of averaging and attribution that it (in its sole and absolute
discretion) shall deem applicable.

         SECTION 4.6. Taxes. Each Borrower covenants and agrees as
follows with respect to Taxes.

                  (a) Any and all payments by such Borrower under each Loan
         Document shall be made without setoff, counterclaim or other defense,
         and free and clear of, and without deduction or withholding for or on
         account of, any Taxes. In the event that any Taxes are required by law
         to be deducted or withheld from any payment required to be made by a
         Borrower to or on behalf of any Secured Party under any Loan Document,
         then:

                           (i) subject to clause (f), if such Taxes are
                  Non-Excluded Taxes, the amount of such payment shall be
                  increased as may be necessary such that such payment is made,
                  after withholding or deduction for or on account of such
                  Taxes, in an amount that is not less than the amount provided
                  for in such Loan Document; and

                           (ii) such Borrower shall withhold the full amount of
                  such Taxes from such payment (as increased pursuant to clause
                  (a) (i)) and shall pay such amount to the Governmental
                  Authority imposing such Taxes in accordance with applicable
                  law.

                  (b) In addition, such Borrower shall pay any and all Other
         Taxes imposed to the relevant Governmental Authority imposing such
         Other Taxes in accordance with applicable law.

                  (c) As promptly as practicable after the payment of any Taxes
         or Other Taxes, and in any event within 45 days of any such payment
         being due, the applicable Borrower shall furnish to the Administrative
         Agent a copy of an official receipt (or a certified copy thereof)
         evidencing the payment of such Taxes or Other Taxes. The Administrative
         Agent shall make copies thereof available to any Lender upon request
         therefor.

                  (d) Subject to clause (f), the Company shall indemnify each
         Secured Party for any Non-Excluded Taxes and Other Taxes levied,
         imposed or assessed on (and whether or not paid directly by) such
         Secured Party (whether or not such Non-Excluded Taxes or Other Taxes
         are correctly or legally asserted by the relevant Governmental
         Authority). Promptly upon having knowledge that any such Non-Excluded
         Taxes or Other Taxes have been levied, imposed or assessed, and
         promptly upon notice thereof by any Secured Party, the Company shall
         pay such Non-Excluded Taxes or Other Taxes directly to the relevant
         Governmental Authority (provided, however, that no Secured Party shall
         be under any obligation to provide any such notice to the Company). In
         addition, the Company shall






                                      -72-
<PAGE>   73

         indemnify each Secured Party for any incremental Taxes that may become
         payable by such Secured Party as a result of any failure of the Company
         to pay any Taxes when due to the appropriate Governmental Authority or
         to deliver to the Administrative Agent, pursuant to clause (c),
         documentation evidencing the payment of Taxes or Other Taxes. With
         respect to indemnification for Non-Excluded Taxes and Other Taxes
         actually paid by any Secured Party or the indemnification provided in
         the immediately preceding sentence, such indemnification shall be made
         within 30 days after the date such Secured Party makes written demand
         therefor. The Company acknowledges that any payment made to any Secured
         Party or to any Governmental Authority in respect of the
         indemnification obligations of the Company provided in this clause
         shall constitute a payment in respect of which the provisions of clause
         (a) and this clause shall apply.

                  (e) Each Non-Domestic Lender, on or prior to the date on which
         such Non-Domestic Lender becomes a Lender (other than an Australian
         Lender or a Canadian Lender) hereunder (and from time to time
         thereafter upon the request of the Borrower or the Administrative
         Agent, but only for so long as such non-Domestic Lender is legally
         entitled to do so), shall deliver to the Company and the Administrative
         Agent either

                           (i) (x) two duly completed copies of either (A)
                  Internal Revenue Service Form W-8BEN (with respect to treaty
                  benefits only) or (B) Internal Revenue Service Form W-8ECI, or
                  in either case an applicable successor form, and (y) a duly
                  completed copy of Internal Revenue Service Form W-8 or W-9 or
                  applicable successor form; or

                           (ii) in the case of a Non-Domestic Lender that is not
                  legally entitled to deliver either form listed in clause
                  (e)(i)(x) for the purposes specified therein, (x) a
                  certificate of a duly authorized officer of such Non-Domestic
                  Lender to the effect that such Non-Domestic Lender is not (A)
                  a "bank" within the meaning of Section 881(c)(3)(A) of the
                  Code, (B) a "10 percent shareholder" of the Company within the
                  meaning of Section 881(c)(3)(B) of the Code, or (C) a
                  controlled foreign corporation receiving interest from a
                  related person within the meaning of Section 881(c)(3)(C) of
                  the Code (such certificate, an "Exemption Certificate") and
                  (y) two duly completed copies of Internal Revenue Service Form
                  W-8BEN (with respect to Foreign status) or applicable
                  successor form.

                  (f) No Borrower shall be obligated to gross up any payments to
         any Lender pursuant to clause (a)(i), or to indemnify any Lender
         pursuant to clause (d), in respect of United States federal withholding
         taxes to the extent imposed as a result of (i) the failure of such
         Lender to deliver to the Company the form or forms and/or an Exemption
         Certificate, as applicable to such Lender, pursuant to clause (e), (ii)
         such form or forms and/or Exemption Certificate not establishing a
         complete exemption from U.S. federal withholding tax or the information
         or certifications made therein by the Lender being untrue or inaccurate
         on the date delivered in any material respect, or (iii) the Lender
         designating a successor lending office at which it maintains its Loans
         which has the effect of causing





                                      -73-
<PAGE>   74

         such Lender to become obligated for tax payments in excess of those in
         effect immediately prior to such designation; provided, however, that
         the Borrowers shall be obligated to gross up any payments to any such
         Lender pursuant to clause (a)(i), and to indemnify any such Lender
         pursuant to clause (d), in respect of United States federal withholding
         taxes if (i) any such failure to deliver a form or forms or an
         Exemption Certificate or the failure of such form or forms or Exemption
         Certificate to establish a complete exemption from U.S. federal
         withholding tax or inaccuracy or untruth contained therein resulted
         from a change in any applicable statute, treaty, regulation or other
         applicable law or any interpretation of any of the foregoing occurring
         after the date hereof, which change rendered such Lender no longer
         legally entitled to deliver such form or forms or Exemption Certificate
         or otherwise ineligible for a complete exemption from U.S. federal
         withholding tax, or rendered the information or certifications made in
         such form or forms or Exemption Certificate untrue or inaccurate in a
         material respect, (ii) the redesignation of the Lender's lending office
         was made at the request of the Company or (iii) the obligation to gross
         up payments to any such Lender pursuant to clause (a)(i) or to
         indemnify any such Lender pursuant to clause (d) is with respect to an
         Assignee Lender that becomes an Assignee Lender as a result of an
         assignment made at the request of the Company.

         SECTION 4.7. Payments, Computations, etc. Unless otherwise expressly
provided in a Loan Document, all payments by the Borrowers pursuant to each Loan
Document shall be made by the Borrowers to the Administrative Agent for the pro
rata account of the Secured Parties entitled to receive such payment; provided,
that, payments of principal and interest on the Canadian Loans and the
Australian Revolving Loans shall be made directly to the Lenders entitled
thereto. All payments shall be made without setoff, deduction or counterclaim
not later than 11:00 a.m. on the date due in same day or immediately available
funds to such account as the Administrative Agent, or the Canadian Lenders or
Australian Lenders as the case may be, shall specify from time to time by notice
to the Borrowers. Funds received after that time shall be deemed to have been
received by the Administrative Agent, or such Lenders as the case may be, on the
next succeeding Business Day. The Administrative Agent shall promptly remit in
same day funds to each Secured Party its share, if any, of such payments
received by the Administrative Agent for the account of such Secured Party. All
interest (including interest on LIBO Rate Loans) and fees shall be computed on
the basis of the actual number of days (including the first day but excluding
the last day) occurring during the period for which such interest or fee is
payable over a year comprised of 360 days (or, in the case of interest on a Base
Rate Loan (calculated at other than the Federal Funds Rate), 365 days or, if
appropriate, 366 days). Payments due on other than a Business Day shall (except
as otherwise required by clause (c) of the definition of the term "Interest
Period") be made on the next succeeding Business Day and such extension of time
shall be included in computing interest and fees in connection with that
payment.

         SECTION 4.8. Sharing of Payments. If any Secured Party shall obtain any
payment or other recovery (whether voluntary, involuntary, by application of
setoff or otherwise) on account of any Credit Extension or Reimbursement
Obligation (other than pursuant to the terms of Sections 4.3, 4.4, 4.5 or 4.6)
in excess of its pro rata share of payments obtained by all Secured Parties,
such Secured Party shall purchase from the other Secured Parties such
participations in Credit




                                      -74-
<PAGE>   75

Extensions made by them as shall be necessary to cause such purchasing Secured
Party to share the excess payment or other recovery ratably (to the extent such
other Secured Parties were entitled to receive a portion of such payment or
recovery) with each of them; provided, however, that if all or any portion of
the excess payment or other recovery is thereafter recovered from such
purchasing Secured Party, the purchase shall be rescinded and each Secured Party
which has sold a participation to the purchasing Secured Party shall repay to
the purchasing Secured Party the purchase price to the ratable extent of such
recovery together with an amount equal to such selling Secured Party's ratable
share (according to the proportion of (a) the amount of such selling Secured
Party's required repayment to the purchasing Secured Party to (b) total amount
so recovered from the purchasing Secured Party) of any interest or other amount
paid or payable by the purchasing Secured Party in respect of the total amount
so recovered. Each Borrower agrees that any Secured Party purchasing a
participation from another Secured Party pursuant to this Section may, to the
fullest extent permitted by law, exercise all its rights of payment (including
pursuant to Section 4.9) with respect to such participation as fully as if such
Secured Party were the direct creditor of such Borrower in the amount of such
participation. If under any applicable bankruptcy, insolvency or other similar
law any Secured Party receives a secured claim in lieu of a setoff to which this
Section applies, such Secured Party shall, to the extent practicable, exercise
its rights in respect of such secured claim in a manner consistent with the
rights of the Secured Parties entitled under this Section to share in the
benefits of any recovery on such secured claim.

         SECTION 4.9. Setoff. Each Secured Party shall, upon the occurrence and
during the continuance of any Default described in clauses (b) through (d) of
Section 8.1.9 or, with the consent of the Required Lenders, upon the occurrence
and during the continuance of any other Event of Default, have the right to
appropriate and apply to the payment of the Obligations owing to it (whether or
not then due), and (as security for such Obligations) Holdings and each Borrower
hereby grants to each Secured Party a continuing security interest in, any and
all balances, credits, deposits, accounts or moneys of Holdings or such Borrower
then or thereafter maintained with such Secured Party; provided, however, that
any such appropriation and application shall be subject to the provisions of
Section 4.8. Each Secured Party agrees promptly to notify Holdings and the
Company and the Administrative Agent after any such setoff and application made
by such Secured Party; provided, however, that the failure to give such notice
shall not affect the validity of such setoff and application. The rights of each
Secured Party under this Section are in addition to other rights and remedies
(including other rights of setoff under applicable law or otherwise) which such
Secured Party may have.

         SECTION 4.10. Replacement of Lenders. Each Lender hereby severally
agrees as set forth in this Section. If any Lender (a "Subject Lender") (i)
makes demand upon a Borrower for (or if such Borrower is otherwise required to
pay) amounts pursuant to Section 4.3, 4.5 or 4.6 or (ii) gives notice pursuant
to Section 4.1 requiring a conversion of such Subject Lender's LIBO Rate Loans
to Base Rate Loans or any change in the basis upon which interest is to accrue
in respect of such Subject Lender's LIBO Rate Loans or suspending such Lender's
obligation to make Loans as, or to convert Loans into, LIBO Rate Loans, the
Company may, within 180 days of receipt by such Borrower of such demand or
notice (or the occurrence of such other event causing such Borrower to be
required to pay such compensation) as the case may be, give notice (a




                                      -75-
<PAGE>   76

"Replacement Notice") in writing to the Agents and such Subject Lender of its
intention to replace such Subject Lender with a financial institution (a
"Replacement Lender") designated in such Replacement Notice. If the Agents
shall, in the exercise of their reasonable discretion and within 30 days of
their receipt of such Replacement Notice, notify the Company and such Subject
Lender in writing that the designated financial institution is satisfactory to
the Agents (such consent not being required where the Replacement Lender is
already a Lender), then such Subject Lender shall, subject to the payment of any
amounts due pursuant to Section 4.4, assign, in accordance with Section 11.11.1,
all of its Commitments, Loans and other rights and obligations under this
Agreement and all other Loan Documents (including Reimbursement Obligations) to
such designated financial institution; provided, however, that (i) such
assignment shall be without recourse, representation or warranty and shall be on
terms and conditions reasonably satisfactory to such Subject Lender and such
designated financial institution and (ii) the purchase price paid by such
designated financial institution shall be in the amount of such Subject Lender's
Loans and its Percentage in respect of any Revolving Loan Commitment under which
there are outstanding Reimbursement Obligations of such Reimbursement
Obligation, together with all accrued and unpaid interest and fees in respect
thereof, plus all other amounts (including the amounts demanded and unreimbursed
under Sections 4.3, 4.5 and 4.6), owing to such Subject Lender hereunder. Upon
the effective date of an assignment described above, the designated financial
institution or Replacement Lender shall become a "Lender" for all purposes under
this Agreement and the other Loan Documents.


                                    ARTICLE V
                         CONDITIONS TO CREDIT EXTENSIONS

         SECTION 5.1. Initial Credit Extension. The obligations of the Lenders
and, if applicable, the Issuer to fund the initial Credit Extension shall be
subject to the prior or concurrent satisfaction of each of the conditions
precedent set forth in this Section 5.1.

         SECTION 5.1.1. Resolutions, etc. The Agents shall have received from
each Obligor, as applicable, (i) a copy of a good standing certificate, dated a
date reasonably close to the Closing Date, for each such Person and (ii) a
certificate, dated the Closing Date and with counterparts for each Lender, duly
executed and delivered by such Person's Secretary or Assistant Secretary,
managing member or general partner, as applicable, as to

                  (a) resolutions of each such Person's Board of Directors (or
         other managing body, in the case of other than a corporation) then in
         full force and effect authorizing, to the extent relevant, all aspects
         of the Transaction applicable to such Person and the execution,
         delivery and performance of each Loan Document to be executed by such
         Person and the transactions contemplated hereby and thereby;

                  (b) the incumbency and signatures of those of its officers,
         managing member or general partner, as applicable, authorized to act
         with respect to each Loan Document to be executed by such Person; and



                                      -76-
<PAGE>   77

         (c) the full force and validity of each Organic Document of such Person
and copies thereof;

upon which certificates each Secured Party may conclusively rely until it shall
have received a further certificate of the Secretary, Assistant Secretary,
managing member or general partner, as applicable, of any such Person canceling
or amending the prior certificate of such Person.

         SECTION 5.1.2. Transaction Consummated. (a) The Asset Transfer shall
have been consummated on terms and conditions reasonably satisfactory to the
Agents.

         (b) The Acquisition shall have been consummated (or shall be
consummated contemporaneously with the application by the Company of the
proceeds of the Credit Extensions) and in connection therewith, the Company
shall have acquired 100% of the issued and outstanding stock of RailTex pursuant
to the Merger Agreement for a merger consideration comprised of (i) an aggregate
cash purchase price of no more than $139,000,000 and (ii) the Equity Issuance
which shall have been consummated on terms (including documentation in respect
thereof in form and substance) satisfactory in all respects to the Agents.

         (c) In connection with the Acquisition, the Rail America Refinancing
and the RailTex Refinancing shall have been consummated (or shall be consummated
contemporaneously with the application by the Company of the proceeds of the
Credit Extensions) on terms and conditions satisfactory in all respects to the
Agents and except for capital leases and senior secured indebtedness totaling
$17,900,000 and convertible subordinated indebtedness of $24,600,000, Holdings
and its Subsidiaries shall have no indebtedness for borrowed money other than
that incurred in connection with the Transaction.

         (d) Each of the Intermediate Holdings Asset Bridge Note Issuance and
the Subordinated Bridge Note Issuance shall have been consummated on terms
(including documentation in respect thereof in form and substance) satisfactory
in all respects to the Agents and resulted in gross cash proceeds of at least
$55,000,000 and $95,000,000, respectively. All of the net proceeds of the
Intermediate Holdings Asset Bridge Note Issuance shall have been contributed by
Intermediate Holdings to the Company as a common equity contribution for use in
partially financing the Transaction.

         (e) RailTex shall have received net cash proceeds from the exercise of
RailTex stock options of at least $11,100,000 (subject to adjustment due to
cashless exercise of such options and termination of such options not
exercised).

         (f) The Company shall have at least $10,300,000 cash on hand
immediately prior to the consummation of the Transaction.

         (g) RailTex shall have received net cash proceeds from the sale of
RailTex Brazil of at least $9,000,000.



                                      -77-
<PAGE>   78

         (h) The fees and expenses paid or to be paid in connection with the
Transaction shall not exceed $36,000,000.

         SECTION 5.1.3. Transaction Documents. The Agents shall have received
(with copies for each Lender that shall have requested in writing copies
thereof) copies of fully executed versions of the Transaction Documents,
certified to be true and complete copies thereof by an Authorized Officer of
Holdings, Intermediate Holdings and the Company. Each Transaction Document
(including the Merger Agreement) shall be in full force and effect and shall not
have been modified or waived in any material respect, nor shall there have been
any forbearance to exercise any material rights with respect to any of the terms
or provisions relating to the conditions to the consummation of the Acquisition
set forth in the Merger Agreement unless otherwise agreed to by the Required
Lenders.

         SECTION 5.1.4. Closing Date Certificate. The Administrative Agent shall
have received, with counterparts for each Lender, the Closing Date Certificate,
dated the Closing Date and duly executed and delivered by an Authorized Officer,
of each of Holdings, Intermediate Holdings and the Company, in which certificate
each of Holdings, Intermediate Holdings and the Company shall agree and
acknowledge that the statements made therein shall be deemed to be true and
correct representations and warranties of each of Holdings, Intermediate
Holdings and the Company as of such date, and, at the time each such certificate
is delivered, such statements shall in fact be true and correct. All documents
and agreements required to be appended to the Closing Date Certificate shall be
in form and substance reasonably satisfactory to the Syndication Agent.

         SECTION 5.1.5. Delivery of Notes. The Agents shall have received, for
the account of each Lender that has requested a Note in writing two Business
Days prior to the Closing Date, such Lender's Notes duly executed and delivered
by an Authorized Officer of the applicable Borrower.

         SECTION 5.1.6. Payment of Outstanding Indebtedness, etc. All
Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule
(Indebtedness to Be Paid), together with all interest, all prepayment premiums
and other amounts due and payable with respect thereto, shall have been paid in
full from the proceeds of the initial Credit Extension and proceeds of the
Bridge Notes and the commitments in respect of such Indebtedness shall have been
terminated, and all Liens securing payment of any such Indebtedness have been
released and the Administrative Agent shall have received all Uniform Commercial
Code Form UCC-3 termination statements or other instruments as may be suitable
or appropriate in connection therewith.

         SECTION 5.1.7. Closing Fees, Expenses, etc. The Agents shall have
received for their respective accounts, or for the account of each Lender, as
the case may be, all fees, costs and expenses due and payable pursuant to
Sections 3.3 and 11.3, to the extent then invoiced.

         SECTION 5.1.8. Financial Information, Material Adverse Change. (a) The
Agents shall have received, with counterparts for each Lender,


                                      -78-
<PAGE>   79

                  (i) a consolidating pro forma income statement of Holdings and
         its Subsidiaries for each of the twelve month period ended December 31,
         1998, September 30, 1999 and December 31, 1999 and a consolidated
         balance sheet of Holdings and its Subsidiaries, as of the most recent
         date practicable near to the Closing Date (but no earlier than the
         close of the Fiscal Quarter ending immediately prior to the Closing
         Date) certified by the treasurer, chief financial or accounting
         Authorized Officer of Holdings, in each case, giving effect to the
         consummation of the Transaction and all the transactions contemplated
         by this agreement and reflecting estimated transaction related
         accounting adjustments, prepared by the Company in accordance with
         Regulation S-X; and

                  (ii) projected financial statements (including balance sheets
         and statements of income, stockholders" equity and cash flows) of
         Holdings and its Subsidiaries for the eight-year period following the
         Closing Date (the "Projections") satisfactory in form and substance to
         the Agents.

         (b) Since December 31, 1998, there shall not have been any material
adverse change in the business, assets, condition (financial or otherwise),
operations, performance, properties, Projections or prospects of Holdings,
Intermediate Holdings, the Company and the Restricted Subsidiaries, taken as a
whole.

         SECTION 5.1.9. Opinions of Counsel. Opinions of Counsel. The Agents
shall have received opinions, dated the Closing Date and addressed to the Agents
and all of the Lenders, from

                  (a) Greenberg Traurig, P.A., counsel to the Obligors, in form
         and substance satisfactory to the Agents;

                  (b) Shutts & Bowen LLP, counsel to the Obligors, in form and
         substance satisfactory to the Agents;

                  (c) Heenan Blaikie, Canadian counsel to the Obligors, in form
         and substance satisfactory to the Agents;

                  (d) Minter Ellison, Australian counsel to the Obligors, in
         form and substance satisfactory to the Agents; and

                  (e) local counsel to the Obligors in the jurisdictions agreed
         upon by the Agents and the Borrowers, each in form and substance, and
         from counsel, satisfactory to the Agents.

         SECTION 5.1.10. Filing Agent, etc. All Uniform Commercial Code
financing statements and other similar financing statements in other
jurisdictions and Uniform Commercial Code (Form UCC-3) termination statements
and other similar termination statements in other jurisdictions and filings with
the Surface Transportation Board and similar authorities in other jurisdictions
required pursuant to the Loan Documents (collectively, the "Filing Statements")
shall have been delivered to CT Corporation System or another similar filing
service company acceptable to the



                                      -79-
<PAGE>   80
Agents (the "Filing Agent") and other arrangements acceptable to the Agents for
filing in other jurisdictions shall have been made. The Filing Agent shall have
acknowledged in a writing satisfactory to the Agents and their counsel (i) the
Filing Agent"s receipt of all Filing Statements, (ii) that the Filing Statements
have either been submitted for filing in the appropriate filing offices or will
be submitted for filing in the appropriate offices within ten days following the
Closing Date and (iii) that the Filing Agent will notify the Agents and their
counsel of the results of such submissions within 30 days following the Closing
Date.

         SECTION 5.1.11. Subsidiary Guaranty. The Agents shall have received,
with counterparts for each Lender, the Subsidiary Guaranty, dated as of the date
hereof, duly executed and delivered by each Subsidiary Guarantor that is a party
thereto.

         SECTION 5.1.12. Solvency Certificate. The Agents shall have received,
with counterparts for each Lender, a certificate duly executed and delivered by
the treasurer, chief financial or accounting Authorized Officer of each of
Holdings, Intermediate Holdings and the Company, dated the date of the Closing
Date, in the form of Exhibit F attached hereto.

         SECTION 5.1.13. Pledge and Security Agreements. The Agents shall have
received executed counterparts of:

                   (a) the U.S. Pledge and Security Agreement, dated as of the
         Closing Date, duly executed and delivered by an Authorized Officer of
         Holdings, Intermediate Holdings, the Company and each other Domestic
         Subsidiary Guarantor, as applicable, together with

                           (i) the certificates evidencing all of the issued and
                  outstanding shares of Capital Stock pledged pursuant to the
                  U.S. Pledge and Security Agreement, which certificates shall
                  in each case be accompanied by undated powers of transfer duly
                  executed in blank, or, if any such shares of Capital Stock of
                  each Domestic Subsidiary of such Obligor pledged pursuant to
                  the Pledge and Security Agreement are uncertificated
                  securities or are held through a securities intermediary, the
                  Administrative Agent shall have obtained "control" (as defined
                  in the UCC) over such shares of Capital Stock and such other
                  instruments and documents as the Agents shall deem necessary
                  or, in the reasonable opinion of the Agents, desirable under
                  applicable law to perfect the security interest of the
                  Administrative Agent in such shares of Capital Stock;

                          (ii) all promissory notes evidencing intercompany
                  Indebtedness payable to Holdings, Intermediate Holdings, the
                  Company or any other Domestic Subsidiary Guarantor duly
                  endorsed to the order of the Administrative Agent;

                         (iii) executed UCC financing statements (Form UCC-1)
                  naming such Obligor as the debtor and the Administrative Agent
                  as the secured party, or other similar instruments or
                  documents, suitable for filing under the UCC of all
                  jurisdictions as may be necessary or, in the opinion of the
                  Agents, desirable to




                                      -80-
<PAGE>   81

perfect the security interest of the Administrative Agent in the interests of
such Obligor in the collateral pledged pursuant to the Pledge and Security
Agreement (provided that perfection of security interests in motor vehicles
shall not be required) and (ii) certain intellectual property owned as of the
Closing Date by the Company or its Domestic Subsidiaries shall be completed
prior to the Closing Date;

                           (iv) executed copies of proper UCC termination
                  statements (Form UCC-3), if any, necessary to release all
                  Liens and other rights of any Person (other than Liens
                  permitted under Section 7.2.3)

                                    (A) in any collateral described in the
                           applicable Pledge and Security Agreement previously
                           granted by any Person, and

                                    (B) securing any of the Indebtedness to be
                           repaid in connection with the Transaction on or prior
                           to the Closing Date,

                  together with such other UCC termination statements (Form
                  UCC-3) as the Agents may reasonably request from such Obligor;
                  and

                           (v) certified copies of UCC Requests for Information
                  or Copies (Form UCC-11), or a similar search report certified
                  by a party reasonably acceptable to the Agents, dated a date
                  reasonably near to the Closing Date, listing all effective
                  financing statements which name such Obligor (under its
                  present names and any previous names) as the debtor and which
                  are filed in the jurisdictions in which filings are to be made
                  pursuant to clause (iii) above, together with copies of such
                  financing statements.

                  (b) the Australian Security Documents, duly executed and
         delivered by Authorized Officers of the Australian Borrower and each of
         its Affiliates that is a Restricted Subsidiary and is organized in, or
         a resident of, Australia, the Australian Security Trustee and any other
         parties required to sign thereunder together with

                           (i) the certificates evidencing all of the issued and
                  outstanding shares of Capital Stock pledged pursuant to the
                  Australian Equitable Mortgage of Shares No.1 (to the extent
                  that such shares pledged represent shares in the Australian
                  Borrower) and the Australian Equitable Mortgage of Shares
                  No.2, which certificates shall in each case be accompanied by
                  undated powers of transfer duly executed in blank and such
                  other instruments and documents as the Agents shall deem
                  necessary or, in the reasonable opinion of the Agents,
                  desirable under applicable law to perfect the security
                  interest of the Administrative Agent in such shares of Capital
                  Stock;

                                      -81-
<PAGE>   82

                            (ii) ASIC Form 309 and 350, if necessary, in respect
                  of the Australian Security Documents to be registered under
                  the Australian Corporations Law with the relevant agreement
                  properly annexed to Form 309, together with the appropriate
                  registration fee; and

                           (iii) forms and any other documents required to
                  effect the registration of the Australian Security Documents
                  with any other relevant Governmental Authority, together with
                  the appropriate registration fee; and

                  (c) a Canadian Security Documents, dated as of the date
         hereof, duly executed and delivered by Authorized Officers of each of
         the Canadian Borrower and its Affiliates that is a Restricted
         Subsidiary and is organized in, or a resident of, Canada, together with

                             (i) the certificates evidencing all of the issued
                  and outstanding shares of Capital Stock pledged pursuant to
                  the Canadian Pledge Agreements (provided, that not more than
                  65% of any Subsidiary's share of Capital Stock shall be
                  pledged if such pledge would result in adverse U.S. Tax
                  consequences to the applicable pledgor), which certificates
                  shall in each case be accompanied by undated powers of
                  transfer duly executed in blank and such other instruments and
                  documents as the Agents shall deem necessary or, in the
                  reasonable opinion of the Agents, desirable under applicable
                  law to perfect the security interest of the Administrative
                  Agent in such shares of Capital Stock,

                            (ii) a verification statement evidencing the filings
                  under the P.P.S.A. of financing statements in form
                  satisfactory to the Agents, naming the Canadian Borrower and
                  each such Affiliate as debtor and the Administrative Agent as
                  secured party, and evidence satisfactory to the Agents of
                  filings in the other provinces and territories of Canada as
                  may be necessary or, in the opinion of the Agents, desirable
                  to perfect the security interest of the Administrative Agent
                  pursuant to the Canadian Debentures, and

                           (iii) certificates issued by the Registrar of the
                  Personal Property Registry under the P.P.S.A. showing that
                  there are no outstanding financing statements naming the
                  Canadian Borrower or any such Affiliate as debtor under the
                  P.P.S.A. other than that described in clause (c)(ii) above,
                  and evidence satisfactory to the Agents concerning the absence
                  of filings by other creditors pursuant to other relevant
                  statutes in Ontario and in any other provinces or territories
                  of Canada where filings in respect of the Canadian Debentures
                  have been made,

in each case, free from all prior security interests and third party rights and
interests except as expressly permitted by any Loan Document.




                                      -82-
<PAGE>   83
         SECTION 5.1.14. Trademark Security Agreement. The Agents shall have
received the Trademark Security Agreement, dated as of the Closing Date, duly
executed and delivered by an Authorized Officer of each Obligor that has
delivered the U.S. Pledge and Security Agreement.

         SECTION 5.1.15. Foreign Pledge Agreements. All Foreign Pledge
Agreements shall have been duly executed and delivered by all parties thereto
and shall remain in full force and effect, and all Liens granted to the
Administrative Agent thereunder shall be duly perfected to provide the
Administrative Agent with a security interest in and Lien on all collateral
granted thereunder free and clear of other Liens, except to the extent consented
to by the Agents.

         SECTION 5.1.16. Insurance. The Agents shall have received, with copies
for each Lender, certified copies of the insurance policies (or binders in
respect thereof), from one or more insurance companies reasonably satisfactory
to the Agents, evidencing coverage required to be maintained pursuant to each
Loan Document.

         SECTION 5.1.17. Mortgage. The Administrative Agent shall have received
counterparts of each Mortgage, dated as of the date hereof, duly executed by
each applicable Borrower and each other applicable Subsidiary Guarantor,
together with

                  (a) evidence of the completion (or reasonably satisfactory
         arrangements for the completion) of all recordings and filings of each
         Mortgage as may be necessary or, in the reasonable opinion of the
         Agents, desirable effectively to create a valid, perfected first
         priority Lien against the properties purported to be covered thereby;

                  (b) updated mortgage lien searches with respect to certain
         properties described in clause (a) or as requested by the Agents; and

                  (c) such other approvals, opinions, or documents as the Agents
         may request each in form and substance satisfactory to the Agents.

         SECTION 5.1.18. Litigation. There shall exist no pending or threatened
action, suit, investigation, litigation or proceeding in any court or before any
arbitrator or governmental instrumentality which (x) purports to affect the
consummation of the Transaction or the legality or validity of the Credit
Agreement, any other Loan Document or any Material Document or (y) could
reasonably be expected to have a Material Adverse Effect.

         SECTION 5.1.19. Minimum EBITDA. The Company's EBITDA for the
consecutive twelve month period ended September 30, 1999 shall be at least
$93,900,000, including (i) EBITDA as reported of $62,800,000, (ii) transaction
related accounting adjustments, prepared by the Company which are in accordance
with Regulation S-X for Form S-1 Registration Statements of no less than
$26,700,000 and (iii) other pro forma cost savings of no less than $4,400,000
which are reasonably satisfactory in form and substance to the Agents.




                                      -83-
<PAGE>   84


         SECTION 5.1.20. Corporate, Tax and Capital Structure. The tax structure
(including Organic Documents), the Tax-Sharing Agreement, the shareholders
agreements and the management of Holdings, Intermediate Holdings, the Company
and their respective Subsidiaries both before and after the Transaction shall be
reasonably satisfactory to the Syndication Agent in all respects. The corporate
and capital structure of Holdings, Intermediate Holdings, the Company and such
Subsidiaries shall be as set forth in Annex I hereto.

         SECTION 5.1.21. Approvals. All governmental, shareholder and third
party consents (including Surface Transportation Board clearance) and approvals
necessary or desirable in connection with the consummation of the Transaction,
and the related financings and other transactions contemplated hereby shall have
been duly obtained and all applicable waiting periods shall have expired,
without any action being taken by any competent authority that could restrain,
prevent or impose any materially adverse conditions on the Transaction, and no
such law or regulation shall be applicable which in the judgment of the
Syndication Agent could have any such effect.

         SECTION 5.1.22. Environmental Assessment. The Agents shall have
received copies of an environmental assessment of the properties of the Company
and its Subsidiaries, to be completed by Pilko & Associates, Inc. The results of
such environmental assessment shall be reasonably satisfactory in form, scope
and substance to the Agents.

         SECTION 5.1.23. Appraisal of Assets. The Agents shall have received
copies of appraisals of the assets of the Company and its Subsidiaries performed
by Mainline Management Services, Inc. and Norman W. Seip & Associates. The
results of such appraisals shall be satisfactory in form, scope and substance to
the Agents.

         SECTION 5.1.24. Foreign Acquisitions and Takeovers Act Approval. If
Holdings, Intermediate Holdings or the Company is required to obtain an approval
or an indication of non-objection under the Foreign Acquisitions and Takeovers
Act 1975 of Australia or any real estate policy guidelines of the Commonwealth
Government of Australia and/or an approval or certification of the Treasurer of
Australia under the Foreign Acquisitions and Takeovers Regulations of Australia
to enter into the Merger Agreement, or to give effect to the Transaction, the
Company shall have provided to the Administrative Agent, and the Administrative
Agent shall have received, copies of the application to obtain the approval or
certification of the Treasurer of Australia or the statement of non-objection
and copies of the relevant approval, certification or statement.

         SECTION 5.1.25. Delivery of Counterparts to the Intercreditor
Agreement. The Agents shall have received counterparts of the Intercreditor
Agreement, dated as of the date hereof, duly executed by each Lender and
acknowledged by each Borrower.

         SECTION 5.2. All Credit Extensions. The obligation of each Lender and
each Issuer to make any Credit Extension (including the initial Credit
Extension) shall be subject to the satisfaction of each of the conditions
precedent set forth below.




                                      -84-
<PAGE>   85


         SECTION 5.2.1. Compliance with Warranties, No Default, etc. Both before
and after giving effect to any Credit Extension (but, if any Default of the
nature referred to in Section 8.1.5 shall have occurred with respect to any
other Indebtedness, without giving effect to the application, directly or
indirectly, of the proceeds thereof) the following statements shall be true and
correct:

                  (a) the representations and warranties set forth in each Loan
         Document shall, in each case, be true and correct with the same effect
         as if then made (unless stated to relate solely to an earlier date, in
         which case such representations and warranties shall be true and
         correct in all material respects as of such earlier date); and

                  (b)  no Default shall have then occurred and be continuing.

         SECTION 5.2.2. Credit Extension Request, etc. Subject to Section 2.3.2,
the Administrative Agent shall have received a Borrowing Request if Loans are
being requested, or an Issuance Request if a Letter of Credit is being requested
or extended. Each of the delivery of a Borrowing Request or Issuance Request and
the acceptance by a Borrower of the proceeds of such Credit Extension shall
constitute a representation and warranty by such Borrower that on the date of
such Credit Extension (both immediately before and after giving effect to such
Credit Extension and the application of the proceeds thereof) the statements
made in Section 5.2.1 are true and correct in all material respects.

         SECTION 5.2.3. Satisfactory Legal Form. All documents executed or
submitted pursuant hereto by or on behalf of Holdings or any of its Subsidiaries
or any other Obligors shall be reasonably satisfactory in form and substance to
the Agents and their counsel; the Agents and their counsel shall have received
all information, approvals, opinions, documents or instruments as the Agents or
their counsel may reasonably request.


                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Secured Parties to enter into this Agreement and
to make Credit Extensions hereunder, each of Holdings, Intermediate Holdings and
the Company, jointly and severally, represents and warrants to each Secured
Party as set forth in this Article.

         SECTION 6.1. Organization, etc. Holdings, Intermediate Holdings, each
Borrower and each of the Restricted Subsidiaries is validly organized and
existing and in good standing under the laws of the state or jurisdiction of its
incorporation or organization, is qualified to do business and is in good
standing as a foreign entity in each jurisdiction where the nature of its
business requires such qualification, except where the failure to be so
qualified could not reasonably be expected to have a Material Adverse Effect and
has full power and authority and holds all requisite governmental licenses,
permits and other approvals to enter into and perform its Obligations under each
Loan Document to which it is a party and to own and hold under lease its
property and to conduct its business substantially as currently conducted by it,
except such licenses, permits and




                                      -85-
<PAGE>   86

approvals the failure of which to have could not reasonably be expected to have
a Material Adverse Effect.

         SECTION 6.2. Due Authorization, Non-Contravention, etc. Due
Authorization, Non-Contravention, etc. The execution, delivery and performance
by each of Holdings, Intermediate Holdings and each Borrower of each Loan
Document executed or to be executed by it, the execution, delivery and
performance by each other Obligor of each Loan Document executed or to be
executed by it, Holdings', Intermediate Holdings' and the Company's and each
such other Obligor's participation in the consummation of all aspects of the
Transaction, and the execution, delivery and performance by Holdings,
Intermediate Holdings and each Borrower or (if applicable) any Obligor of the
agreements executed and delivered in connection with the Transaction are in each
case within each such Person's powers, have been duly authorized by all
necessary action, and do not

                  (a) contravene any (i) Obligor's Organic Documents, (ii)
         except as set forth in Item 6.2 of the Disclosure Schedule contractual
         restriction binding on or affecting any Obligor which contravention
         could reasonably be expected to have a Material Adverse Effect, (iii)
         court decree or order binding on or affecting any Obligor or (iv) law
         or governmental regulation binding on or affecting any Obligor which
         contravention could reasonably be expected to have a Material Adverse
         Effect; or

                  (b) result in, or require the creation or imposition of, any
         Lien on any Obligor's properties (except as permitted by this
         Agreement).

         SECTION 6.3. Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, (except for U.C.C.
and P.P.S.A. and other filings duly executed and delivered to the Administrative
Agent or the Filing Agent, or for which other filing arrangements reasonably
satisfactory to the Agents have been made, on the Closing Date) any Governmental
Authority or other Person (other than those that have been, or on the Closing
Date will be, duly obtained or made and which are, or on the Closing Date will
be, in full force and effect) is required for the consummation of the
Transaction or the due execution, delivery or performance by each of Holdings,
Intermediate Holdings, any Borrower or any other Obligor of any Loan Document to
which it is a party, or for the due execution, delivery and/or performance of
Transaction Documents, in each case by the parties thereto or the consummation
of the Transaction. Neither Holdings, Intermediate Holdings, the Company nor any
of their respective Subsidiaries is an "investment company" within the meaning
of the Investment Company Act of 1940, as amended, or a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

         SECTION 6.4. Validity, etc. This Agreement and the Transaction
Documents to which it is a party constitute, and each other Loan Document
executed by Holdings, Intermediate Holdings or a Borrower will, on the due
execution and delivery thereof, constitute, the legal, valid and binding
obligations of such Obligor, enforceable against such Obligor in accordance with
their respective terms; and each Loan Document executed by each other Obligor
will, on the due




                                      -86-
<PAGE>   87
execution and delivery thereof by such Obligor, constitute the legal, valid and
binding obligation of such Obligor enforceable against such Obligor in
accordance with its terms (except, in any case, as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally and by principles of equity).

         SECTION 6.5. Financial Information. The financial statements of
Holdings and its Subsidiaries furnished to the Agents and each Lender pursuant
to Section 5.1.8 have been prepared in accordance with GAAP consistently
applied, and present fairly the consolidated financial condition of the Persons
covered thereby as at the dates thereof and the results of their operations for
the periods then ended, subject in the case of interim financial statements to
normal year-end adjustments. All balance sheets, all statements of operations,
shareholders' equity and cash flow and all other financial information of each
of Holdings and its Subsidiaries furnished pursuant to Section 7.1.1 have been
and will for periods following the Effective Date be prepared in accordance with
GAAP consistently applied, and do or will present fairly the consolidated
financial condition of the Persons covered thereby as at the dates thereof and
the results of their operations for the periods then ended, subject in the case
of interim financial statements to normal year-end adjustments.

         SECTION 6.6. No Material Adverse Change. There has been no material
adverse change in the business, assets, condition (financial or otherwise),
operations, performance, properties, or prospects of Holdings, Intermediate
Holdings, the Company or any of the Restricted Subsidiaries since December 31,
1998.

         SECTION 6.7. Litigation, Labor Controversies, etc. There is no pending
or, to the knowledge of Holdings, Intermediate Holdings, any Borrower or any of
their respective Subsidiaries, threatened litigation, action, proceeding or
labor controversy

                  (a) except as disclosed in Item 6.7 of the Disclosure
         Schedule, affecting Holdings or any of its Restricted Subsidiaries or
         any other Obligor, or any of their respective properties, businesses,
         assets or revenues, which could reasonably be expected to have a
         Material Adverse Effect, and no material adverse development has
         occurred in any labor controversy, litigation, arbitration or
         governmental investigation or proceeding disclosed in Item 6.7; or

                  (b) which purports to affect the legality, validity or
         enforceability of any Loan Document, the Transaction Documents or the
         Transaction.

         SECTION 6.8. Subsidiaries. Neither Holdings, Intermediate Holdings nor
the Company has any Subsidiaries, except those Subsidiaries

                  (a)  which are identified in Item 6.8 of the Disclosure
         Schedule; or

                  (b) which are permitted to have been organized or acquired in
         accordance with Sections 7.2.5 or 7.2.10.



                                      -87-
<PAGE>   88
         SECTION 6.9. Ownership of Properties. Holdings, Intermediate Holdings,
the Company and each of the Restricted Subsidiaries owns (i) in the case of real
property, good and marketable fee title, leasehold, easement, right of way or
other similar estate which is sufficient to permit such Person to operate as
railroads and other business as currently operated or carried on without undue
charge or expense, and (ii) in the case of owned personal property, good and
valid title to, or, in the case of leased real or personal property, valid and
enforceable leasehold interests (as the case may be) in, all of its properties
and assets, real and personal, tangible and intangible, of any nature
whatsoever, free and clear in each case of all Liens or claims, except for Liens
permitted pursuant to Section 7.2.3.

         SECTION 6.10. Taxes. Holdings and each of its Subsidiaries has filed
all tax returns and reports required by law to have been filed by it and has
paid all taxes and governmental charges thereby shown to be due and owing,
except any such taxes or charges which are being diligently contested in good
faith by appropriate proceedings and for which adequate reserves in accordance
with GAAP shall have been set aside on its books.

         SECTION 6.11. Pension and Welfare Plans. Except as disclosed in Item
6.11 of the Disclosure Schedule, during the twelve-consecutive-month period
prior to the date of the execution and delivery of this Agreement and prior to
the date of any Credit Extension hereunder, no steps have been taken to
terminate any Pension Plan, and no contribution failure has occurred with
respect to any Pension Plan sufficient to give rise to a Lien under Section
302(f) of ERISA. Except as disclosed in Item 6.11 of the Disclosure Schedule, no
condition exists or event or transaction has occurred with respect to any
Pension Plan which might result in the incurrence by Holdings, the Company or
any member of the Controlled Group of any material liability, fine or penalty.
Except as disclosed in Item 6.11 of the Disclosure Schedule, neither Holdings,
the Company nor any member of the Controlled Group has any contingent liability
with respect to any post-retirement benefit under a Welfare Plan, other than
liability for continuation coverage described in Part 6 of Title I of ERISA.
Holdings has no nor will it have any Pension Plan.

         SECTION 6.12. Environmental Warranties. Except as set forth in Item
6.12 of the Disclosure Schedule:

                  (a) all facilities and property (including underlying
         groundwater) owned, leased, or operated upon (including all right of
         way easements) by Holdings or any of its Subsidiaries have been, and
         continue to be in material compliance with all Environmental Laws;

                  (b) there have been no past, and there are no pending or, to
         the best knowledge of the Company, threatened (i) claims, complaints,
         notices or requests for information received by Holdings, Intermediate
         Holdings, the Company or any of the Subsidiaries with respect to any
         alleged violation of any Environmental Law, or (ii) complaints, notices
         or inquiries to Holdings or any of its Subsidiaries regarding potential
         liability under any Environmental Law;




                                      -88-
<PAGE>   89

                  (c) to the best knowledge of the Company, there have been no
         Releases of Hazardous Materials at, on or under any property now or
         previously owned, leased or operated upon (including all rights of way
         easements) by Holdings or any of its Subsidiaries that singly or in the
         aggregate have, or could reasonably be expected to have, a Material
         Adverse Effect;

                  (d) to the best knowledge of the Company, after all due
         inquiry Holdings and its Subsidiaries have been issued and are in
         material compliance with all permits, certificates, approvals, licenses
         and other authorizations relating to environmental matters;

                  (e) to the best knowledge of the Company, no property now or
         previously owned or leased or operated upon (including all right of way
         easements) by Holdings or any of its Subsidiaries is listed or proposed
         for listing on the National Priorities List pursuant to CERCLA, on the
         CERCLIS or on any similar state list of sites requiring investigation
         or clean-up;

                  (f) to the best knowledge of the Company, there are no
         underground storage tanks, active or abandoned, including petroleum
         storage tanks, on or under any property now or previously owned, leased
         or operated upon (including all right of way easements) by Holdings or
         any of its Subsidiaries that, singly or in the aggregate, have, or
         could reasonably be expected to have, a Material Adverse Effect;

                  (g) to the best knowledge of the Company, neither Holdings nor
         any Subsidiary has directly transported or directly arranged for the
         transportation of any Hazardous Material to any location which is
         listed or proposed for listing on the National Priorities List pursuant
         to CERCLA, on the CERCLIS or on any similar state list or which is the
         subject of federal, state or local enforcement actions or other
         investigations which may lead to material claims against Holdings or
         such Subsidiary for any remedial work, damage to natural resources or
         personal injury, including claims under CERCLA;

                  (h) there are no polychlorinated biphenyls or friable asbestos
         present at any property now or previously owned, leased or operated
         upon (including right of way easements) by Holdings or any Subsidiary
         that, singly or in the aggregate, have, or could reasonably be expected
         to have, a Material Adverse Effect; and

                  (i) no conditions exist at, on or under any properties now or
         previously owned, leased or operated upon (including right of way
         easements) by Holdings or any of its Subsidiaries which, with the
         passage of time, or the giving of notice or both, would singly or in
         the aggregate give rise to liability under any Environmental Law which
         could reasonably be expected to have a Material Adverse Effect.

         SECTION 6.13. Accuracy of Information. None of the factual information
heretofore or contemporaneously furnished in writing to any Secured Party by or
on behalf of any Obligor in connection with any Loan Document or any transaction
contemplated hereby (including the




                                      -89-
<PAGE>   90
Transaction) contains any untrue statement of a material fact, or omits to state
any material fact necessary to make any information not misleading in light of
the circumstances under which made, and no other factual information hereafter
furnished in connection with any Loan Document by or on behalf of any Obligor to
any Secured Party will contain any untrue statement of a material fact or will
omit to state any material fact necessary to make any information not misleading
in light of the circumstances under which made on the date as of which such
information is dated or certified.

         SECTION 6.14. Regulations U and X. No Obligor is engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock, and no proceeds of any Credit Extensions will be used to purchase or
carry margin stock or otherwise for a purpose which violates, or would be
inconsistent with, F.R.S. Board Regulation U or Regulation X. Terms for which
meanings are provided in F.R.S. Board Regulation U or Regulation X or any
regulations substituted therefor, as from time to time in effect, are used in
this Section with such meanings.

         SECTION 6.15. Year 2000. Except as disclosed on Item 6.15 of the
Disclosure Schedule, each Obligor has reviewed the areas within its business and
operations which could be adversely affected by, and has developed or is
developing a program to address, the "Year 2000 Problem" (that is, the risk that
computer applications used by such Obligor may be unable to recognize and
properly perform date-sensitive functions involving certain dates prior to and
any date on or after December 31, 1999). Based on such review and program, the
Year 2000 Problem could not reasonably be expected to have a Material Adverse
Effect.

         SECTION 6.16. Issuance of Subordinated Debt; Status of Obligations as
Senior Indebtedness, etc. The Company has the power and authority to incur the
Subordinated Debt evidenced by the Subordinated Bridge Notes as provided for
under the Subordinated Debt Documents applicable thereto and has duly
authorized, executed and delivered the Subordinated Debt Documents applicable to
such Subordinated Debt. The Company has issued, pursuant to due authorization,
the Subordinated Debt evidenced by the Subordinated Bridge Notes under the
applicable Subordinated Debt Documents, and such Subordinated Debt Documents
constitute the legal, valid and binding obligations of the Company enforceable
against it in accordance with its terms (except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally and by principles of equity). The
subordination provisions of the Subordinated Bridge Notes contained in the
applicable Subordinated Debt Documents are enforceable against the holders of
such Subordinated Debt by the holder of any "Senior Indebtedness" or similar
term referring to the Obligations (as defined in the Subordinated Debt
Documents). All Obligations, including those to pay principal of and interest
(including post-petition interest, whether or not allowed as a claim under
bankruptcy or similar laws) on the Loans and Reimbursement Obligations, and fees
and expenses in connection therewith, constitute "Senior Indebtedness" (or
similar term) relating to the Obligations (as defined in the Subordinated Debt
Documents) and all such Obligations are entitled to the benefits of the
subordination created by the Subordinated Debt Documents. The Company
acknowledges that each Agent, each Lender and each Issuer is entering into this
Agreement and is extending its Commitments in reliance upon the subordination
provisions of the Subordinated Debt Documents.



                                      -90-
<PAGE>   91
         SECTION 6.17. Solvency. The Transaction (including, among other things,
the incurrence of the initial Credit Extension hereunder and the execution and
delivery by the Guarantors of the Guarantees) will not involve or result in any
fraudulent transfer or fraudulent conveyance under the provisions of Section 548
of the Bankruptcy Code (11 U.S.C. Section 101 et seq., as from time to time
hereafter amended, and any successor or similar statute) or any applicable state
law respecting fraudulent transfers or fraudulent conveyances. On the Closing
Date, after giving effect to the Transaction (including, among other things, the
incurrence of the initial Credit Extension hereunder and the execution and
delivery by the Guarantors of the Guarantees), Holdings and its Subsidiaries,
Intermediate Holdings and its Subsidiaries and the Company and the Restricted
Subsidiaries, in each case taken as a whole, are Solvent.


                                   ARTICLE VII
                                    COVENANTS

         SECTION 7.1. Affirmative Covenants. Each of Holdings, Intermediate
Holdings and each of the Borrowers agrees with each Lender, each Issuer and each
Agent that until the Termination Date has occurred, such Obligor will, and will
cause its Subsidiaries to, perform or cause to be performed the obligations set
forth below.

         SECTION 7.1.1. Financial Information, Reports, Notices, etc. Holdings,
Intermediate Holdings and each Borrower will furnish or cause to be furnished to
the Agents (with sufficient copies for each Lender) copies of the following
financial statements, reports, notices and information:

                  (a) as soon as practicable, and in any event within thirty
         (30) days (or for calendar months ending on or prior to June 30, 2000
         and for the last month of each Fiscal Quarter thereafter, forty-five
         (45) days) after the end of each calendar month in each Fiscal Year,
         the unaudited consolidated and consolidating statements of income of
         Holdings and its Subsidiaries for such fiscal month and for the period
         from the beginning of the then current Fiscal Year to the end of such
         fiscal month, setting forth in each case for each month beginning
         February 2001 in comparative form the corresponding figures for the
         corresponding calendar month of the previous Fiscal Year and the
         corresponding figures from the consolidated financial forecast for the
         current Fiscal Year delivered pursuant to Section 7.1.1(g), certified
         as complete and correct by the chief financial or accounting Authorized
         Officer of Holdings and including (in each case), in comparative form
         the figures for the corresponding calendar month in, and year to date
         portion of, the immediately preceding Fiscal Year, certified as
         complete and correct by the chief financial or accounting Authorized
         Officer of Holdings;

                  (b) as soon as available and in any event within 45 days after
         the end of each of the first three Fiscal Quarters of each Fiscal Year,
         an unaudited consolidated and consolidating balance sheets of Holdings
         and its Subsidiaries as of the end of such Fiscal Quarter and the
         related consolidated and consolidating statements of income and cash
         flow




                                      -91-
<PAGE>   92
of Holdings and its Subsidiaries for such Fiscal Quarter and for the
period commencing at the end of the previous Fiscal Year and ending with the end
of such Fiscal Quarter, setting forth in each case in comparative form the
corresponding figures for the corresponding Fiscal Quarter of the previous
Fiscal Year and the corresponding figures from the consolidated financial
forecast for the current Fiscal Year delivered pursuant to Section 7.1.1(g),
certified as complete and correct by the chief financial or accounting
Authorized Officer of Holdings and including (in each case), in comparative form
the figures for the corresponding Fiscal Quarter in, and year to date portion
of, the immediately preceding Fiscal Year, certified as complete and correct by
the chief financial or accounting Authorized Officer of Holdings; provided,
however, that in lieu of delivery of such consolidated financial statements of
Holdings and its Subsidiaries, Holdings may deliver instead a copy of its SEC
Form 10-Q for such Fiscal Quarter;

          (c) as soon as available and in any event within 90 days after the end
of each Fiscal Year, a copy of the consolidated and consolidating balance sheets
of Holdings and its Subsidiaries, and the related consolidated and consolidating
statements of income and cash flow of Holdings and its Subsidiaries for such
Fiscal Year, setting forth in comparative form the figures for the immediately
preceding Fiscal Year and the corresponding figures from the consolidated
financial forecasts for such Fiscal Year delivered pursuant to Section 7.1.1(g),
audited (without any Impermissible Qualification), in the case of the
consolidated financial statements by PWC or such other independent public
accountants acceptable to the Agents, which shall include a calculation of the
financial covenants set forth in Section 7.2.4 and stating that, in performing
the examination necessary to deliver the audited financial statements of
Holdings, no knowledge was obtained of any Event of Default and, in the case of
all other financial statements certified by the chief financial or accounting
Authorized Officer of Holdings; provided, however, that in lieu of delivery of
such consolidated financial statements of Holdings and its Subsidiaries,
Holdings may deliver instead a copy of its SEC Form 10-K for such Fiscal Year;

          (d) concurrently with the delivery of the financial information
pursuant to clauses (a), (b) and (c), a Compliance Certificate, executed by the
chief financial or accounting Authorized Officer of Holdings, showing compliance
with the financial covenants set forth in Section 7.2.4 and stating that no
Default has occurred and is continuing to the knowledge of a Responsible Officer
(or, if a Default has occurred, specifying the details of such Default and the
action that Holdings or an Obligor has taken or proposes to take with respect
thereto);

          (e) as soon as possible and in any event within three Business Days
after Holdings or any other Obligor obtains knowledge of the occurrence of a
Default, a statement of an Authorized Officer of Holdings setting forth details
of such Default and the action which Holdings or such Obligor has taken and
proposes to take with respect thereto;




                                      -92-
<PAGE>   93
          (f) as soon as possible and in any event within three Business Days
after Holdings or any other Obligor obtains knowledge of (i) the occurrence of
any material adverse development with respect to any litigation, action,
proceeding or labor controversy described in Item 6.7 of the Disclosure Schedule
or (ii) the commencement of any litigation, action, proceeding or labor
controversy of the type and materiality described in Section 6.7, notice thereof
and, to the extent either Agent requests, copies of all documentation relating
thereto;

          (g) no later than the last day of each Fiscal Year beginning with
Fiscal Year 2000, (i) an annual business plan for the next Fiscal Year for each
of Holdings and its Subsidiaries, substantially in the form of the business plan
heretofore delivered to the Administrative Agent and the Lenders; and (ii) a
consolidated and consolidating plan and financial forecast consisting of balance
sheets, income statements and cash flow statements on a monthly basis for the
next 12 months and on an annual basis for each Fiscal Year from such Fiscal Year
through the 2007 Fiscal Year of Holdings and its Subsidiaries based upon facts
and assumptions that Holdings believes to be reasonable in light of the then
current and foreseeable business conditions (it being understood that actual
results may differ from the projections);

          (h) promptly after the sending or filing thereof, copies of all
reports, notices, prospectuses and registration statements which any Obligor
files with the SEC or any national securities exchange;

          (i) promptly upon becoming aware of (i) the institution of any steps
by any Person to terminate any Pension Plan, (ii) the failure to make a required
contribution to any Pension Plan if such failure is sufficient to give rise to a
Lien under Section 302(f) of ERISA, (iii) the taking of any action with respect
to a Pension Plan which could result in the requirement that any Obligor furnish
a bond or other security to the PBGC or such Pension Plan, or (iv) the
occurrence of any event with respect to any Pension Plan which could result in
the incurrence by any Obligor of any material liability, fine or penalty, notice
thereof and copies of all documentation relating thereto;

          (j) promptly upon receipt thereof, copies of all "management letters"
submitted to Holdings or any other Obligor by the independent public accountants
referred to in clause (c) in connection with each audit made by such
accountants;

          (k) promptly following the mailing or receipt of any notice, financial
information or report delivered under the terms of any Subordinated Debt
Document or Intermediate Holdings Asset Bridge Document that is not otherwise
required to be delivered hereunder, copies of such notice, financial information
or report;

          (l) within 20 days after the end of each calendar month, a certificate
in substantially the form of Exhibit E-2, executed by the president, chief
executive officer, treasurer, controller or chief financial Authorized Officer
of Holdings showing the U.S. Dollar





                                      -93-
<PAGE>   94
         Equivalent of the aggregate outstanding principal amount of all Foreign
         Currency Revolving Loans, as of the end of such month, for (i) all
         Foreign Borrowers, taken as a whole, and (ii) each Foreign Borrower,
         individually; and

                  (m) such other financial and other information as any Lender
         or Issuer through the Administrative Agent or either Agent may from
         time to time reasonably request (including information and reports in
         such detail as either Agent may request with respect to the terms of
         and information provided pursuant to the Compliance Certificate).

         SECTION 7.1.2. Maintenance of Existence; Compliance with Laws, etc.
Each of Holdings, Intermediate Holdings and each Borrower will, and will cause
each of the Restricted Subsidiaries to,

                  (a) except as otherwise permitted by Section 7.2.10, preserve
         and maintain its legal existence; and

                  (b) comply in all material respects with all applicable laws,
         rules, regulations and orders, including the payment (before the same
         become delinquent), of all taxes, assessments and governmental charges
         imposed upon Holdings or its Subsidiaries or upon their property except
         to the extent being diligently contested in good faith by appropriate
         proceedings and for which adequate reserves in accordance with GAAP
         have been set aside on the books of Holdings or its Subsidiaries, as
         applicable.

         SECTION 7.1.3. Maintenance of Properties. Each of Holdings,
Intermediate Holdings and each Borrower will, and will cause each of the
Restricted Subsidiaries to, maintain, preserve, protect and keep its and their
respective properties whether owned, leased or operated upon (including right of
way easements) in good repair, working order and condition (ordinary wear and
tear excepted), and make necessary repairs, renewals and replacements so that
the business carried on by Holdings and its Subsidiaries may be properly
conducted at all times, unless Holdings or such Subsidiary determines in good
faith that the continued maintenance of such property is no longer economically
desirable.

         SECTION 7.1.4. Insurance. Each of Holdings, Intermediate Holdings and
each Borrower will, and will cause each of the Restricted Subsidiaries to:

                  (a) maintain insurance on its property with financially sound
         and reputable insurance companies against loss and damage in at least
         the amounts (and with only those deductibles) customarily maintained,
         and against such risks as are typically insured against in the same
         general area, by Persons of comparable size engaged in the same or
         similar business as Holdings and its Subsidiaries; and

                  (b) all worker"s compensation, employer"s liability insurance
         or similar insurance as may be required under the laws of any state or
         jurisdiction in which it may be engaged in business.



                                      -94-
<PAGE>   95
Without limiting the foregoing, all insurance policies required pursuant to this
Section shall (i) name the Administrative Agent on behalf of Secured Parties as
mortgagee (in the case of property insurance) or additional insured (in the case
of liability insurance), as applicable, and provide that no cancellation or
modification of the policies will be made without thirty days' prior written
notice to the Administrative Agent and (ii) be in addition to any requirements
to maintain specific types of insurance contained in the other Loan Documents.

         SECTION 7.1.5. Books and Records. Each of Holdings, Intermediate
Holdings and each of the Borrowers will, and will cause each of their respective
Subsidiaries to, keep books and records in accordance with GAAP which accurately
reflect all of its business affairs and transactions and permit each Secured
Party or any of their respective representatives, at reasonable times and
intervals upon reasonable notice to the Company and, in the case of the Agents,
at the Company's expense, to visit each Obligor's offices, to discuss such
Obligor's financial matters with its officers and employees, and its independent
public accountants (and the Company hereby authorizes such independent public
accountant to discuss the Company's and each Obligor's financial matters with
each Secured Party or their representatives whether or not any representative of
the Company or such Obligor is present) and to examine (and photocopy extracts
from) any of its books and records. The Company shall pay any fees of such
independent public accountant incurred in connection with any Secured Party's
exercise of its rights pursuant to this Section.

         SECTION 7.1.6. Environmental Law Covenant. Each of Holdings,
Intermediate Holdings and each of the Borrowers will, and will cause each of
their respective Subsidiaries to,

                  (a) use and operate all of its and their facilities and
         properties owned, leased or operated upon (including right of way
         easements) in material compliance with all Environmental Laws, keep all
         necessary material permits, approvals, certificates, licenses and other
         authorizations relating to environmental matters in effect and remain
         in material compliance therewith, and handle all Hazardous Materials in
         material compliance with all applicable Environmental Laws; and

                  (b) promptly notify the Agents and provide copies upon receipt
         of all written claims, complaints, notices or inquiries of a
         Governmental Authority relating to the condition of its facilities and
         properties whether owned, leased or operated upon (including right of
         way easements) in respect of, or as to compliance with, Environmental
         Laws, and shall promptly resolve any non-compliance with Environmental
         Laws and keep such property free of any Lien imposed by any
         Environmental Law.

         SECTION 7.1.7. Use of Proceeds. The Borrowers will apply the proceeds
of the Credit Extensions as follows:

         (a)  apply the proceeds of the Loans




                                      -95-
<PAGE>   96

                           (i) in the case of the Term Loans, (A) to finance the
                  consummation of the Transaction, and (B) to pay the Expense
                  Payments associated with the Transaction; provided, that the
                  aggregate amount of such Expense Payments shall not exceed
                  $36,000,000;

                           (ii) in the case of U.S. Revolving Loans and Swing
                  Line Loans, for post-Closing Date working capital and general
                  corporate purposes of the Company and its Restricted
                  Subsidiaries;

                           (iii) in the case of Canadian Loans, for post-Closing
                  Date working capital and general corporate purposes of the
                  Canadian Borrower and its Restricted Subsidiaries; and

                           (iv) in the case of Australian Revolving Loans, for
                  post-Closing Date working capital and general corporate
                  purposes of the Australian Borrower and its Restricted
                  Subsidiaries; and

                  (b) use Letters of Credit only for purposes of supporting
         working capital and general corporate purposes of the Company and the
         Restricted Subsidiaries.

         SECTION 7.1.8. Future Guarantors, Security, etc. Each of Holdings,
Intermediate Holdings and each Borrower will, and will cause each Domestic
Subsidiary, Canadian Subsidiary and Australian Subsidiary to execute any
documents, Financing Statements, agreements and instruments, and take all
further action (including filing Mortgages) that may be required under
applicable law, or that either Agent may reasonably request, in order to
effectuate the transactions contemplated by the Loan Documents and in order to
grant, preserve, protect and perfect the validity and first priority of the
security interests created or intended to be created by the Loan Documents. Each
Borrower will cause any subsequently acquired or organized Domestic Subsidiary,
Canadian Subsidiary and Australian Subsidiary to execute a Subsidiary Guaranty
(or a supplement thereto) and each applicable Loan Document in favor of the
relevant Secured Parties; provided, that no such Restricted Subsidiary that is a
Domestic Subsidiary shall be required to pledge more than 65% of the Voting
Stock of any directly held Foreign Subsidiary. In addition, from time to time,
each of Holdings, Intermediate Holdings and each Borrower will, at its cost and
expense, promptly secure the Obligations by pledging or creating, or causing to
be pledged or created, perfected security interests with respect to such of its
assets and properties as either Agent or the Required Lenders shall designate
(it being understood that it is the intent of the parties that (i) all of the
Obligations shall be secured by, among other things, all of the Capital Stock of
the Company and substantially all the assets of the Company and its Domestic
Subsidiaries that are Restricted Subsidiaries); provided, that neither the
Company nor any such Domestic Subsidiary shall be required to pledge more than
65% of the Voting Stock of any directly held Foreign Subsidiary, (ii) the
Obligations of the Australian Borrower will also be secured by substantially all
of the assets of the Australian Borrower and each of its Affiliates that is an
Australian Restricted Subsidiary and is organized in, or a resident of,
Australia and (iii) the Obligations of the Canadian Borrower will also be
secured by substantially all of the assets of the Canadian



                                      -96-
<PAGE>   97
Borrower and each of its Affiliates that is a Canadian Restricted Subsidiary and
is organized in, or a resident of, Canada, in each case including real and other
properties acquired subsequent to the Effective Date. Such security interests
and Liens will be created under the Loan Documents in form and substance
satisfactory to the Agents, and each of Holdings and the Company shall deliver
or cause to be delivered to the Lenders all such instruments and documents
(including legal opinions, title insurance policies and lien searches) as the
Agents shall reasonably request to evidence compliance with this Section.

         SECTION 7.1.9. Rate Protection Agreements. Within 90 days following the
Closing Date, the Company will enter into interest rate swap, cap, collar or
similar arrangements designed to protect the Company against fluctuations in
interest rates to the extent necessary to provide that at least 50% of the
aggregate principal amount then outstanding of Term Loans and Indebtedness
permitted under clause (g) of Section 7.2.2 is subject to a fixed interest rate
(after giving effect to each such arrangement) for a minimum period of two years
from the date of such determination (but not beyond the Stated Maturity Date of
the Term B Loans), with the terms and conditions of such arrangement being
reasonably satisfactory to the Agents.

         SECTION 7.1.10. Use of Proceeds of Holdings Disposition of Capital
Stock or Assets. Immediately upon the Disposition of any of its Capital Stock by
Holdings, Holdings shall use the Net Equity Proceeds therefrom (calculated
without giving effect to clause (b)(ii) of the definition of Net Equity
Proceeds) to (i) redeem or prepay Intermediate Holdings Asset Bridge Notes and
(ii) make a capital contribution to the common equity of the Company in an
amount equal to the remaining balance of such Net Equity Proceeds. Immediately
upon the receipt of the net proceeds of any Disposition of Kalyn/Siebert,
Intermediate Holdings shall immediately make an equity contribution of such net
proceeds to the common equity of the Company to the extent such net proceeds are
not used to prepay or redeem Intermediate Holdings Asset Bridge Notes and use
the proceeds of such a capital contribution to make a prepayment of Term Loans
pursuant to clause (a) of Section 3.1.1.

         SECTION 7.1.11. RailAmerica Limited Pty Limited Constitution. The
Company undertakes to procure the delivery to the Administrative Agent of a
certified copy of the constitution of RAPL on the first day following the date
of the Australian Equitable Mortgage of Shares No.2.

         SECTION 7.2. Negative Covenants. Each of Holdings, Intermediate
Holdings and each Borrower covenants and agrees with each Lender, each Issuer
and each Agent that until the Termination Date has occurred, Holdings,
Intermediate Holdings and each Borrower will, and will cause the Restricted
Subsidiaries to, perform or cause to be performed the obligations set forth
below.

         SECTION 7.2.1. Business Activities. (a) Each Borrower will not, and
each of Holdings, Intermediate Holdings and each Borrower will not permit any of
the Restricted Subsidiaries to, engage in any business activity except those
business activities engaged in on the date of this Agreement and activities
reasonably incidental thereto.



                                      -97-
<PAGE>   98

                  (b) Holdings will not engage in any business activity other
than (i) its direct ownership of the Capital Stock of Intermediate Holdings and
its indirect ownership of the Capital Stock of the Company, Kalyn/Siebert, the
Canadian Borrower, the Australian Borrower and each Subsidiary of each Borrower,
(ii) its employment and provision of benefits to certain employees, including
certain former employees of RailTex and (iii) its compliance with the
obligations applicable to it under the Loan Documents and the Transaction
Documents.

                  (c) Intermediate Holdings will not engage in any business
activity other than (i) its direct ownership of the Capital Stock of the Company
and its indirect ownership of the Capital Stock of the Canadian Borrower, the
Australian Borrower and each Subsidiary of each Borrower, (ii) its ownership of
Kalyn/Siebert and (iii) its compliance with the obligations applicable to it
under the Loan Documents and the Transaction Documents.

         SECTION 7.2.2. Indebtedness. Each of Holdings, Intermediate Holdings
and each Borrower will not, and will not permit any of the Restricted
Subsidiaries to, create, incur, assume or permit to exist any Indebtedness,
other than:

                  (a)  Indebtedness in respect of the Obligations;

                  (b) until the Closing Date, Indebtedness that is to be repaid
         in full as further identified in Item 7.2.2(b) of the Disclosure
         Schedule;

                  (c) in the case of Holdings, the Borrowers and the Restricted
         Subsidiaries, Indebtedness existing as of the Effective Date which is
         identified in Item 7.2.2(c) of the Disclosure Schedule, and refinancing
         of such Indebtedness (other than the Holdings Convertible Subordinated
         Notes);

                  (d) in the case of the Company and the Restricted
         Subsidiaries, unsecured Indebtedness of the Company and the Restricted
         Subsidiaries (i) incurred in the ordinary course of business of the
         Company and the Restricted Subsidiaries (including open accounts
         extended by suppliers on normal trade terms in connection with
         purchases of goods and services which are not overdue for a period of
         more than 90 days or, if overdue for more than 90 days, as to which a
         dispute exists and adequate reserves in conformity with GAAP have been
         established on the books of the Company or such Restricted Subsidiary)
         and (ii) in respect of performance, surety or appeal bonds provided in
         the ordinary course of business, but excluding (in each case),
         Indebtedness incurred through the borrowing of money or Contingent
         Liabilities in respect thereof;

                  (e) in the case of the Company and the Restricted
         Subsidiaries, Indebtedness of the Company and the Restricted
         Subsidiaries (i) in respect of industrial revenue bonds or other
         similar governmental or municipal bonds, (ii) evidencing the deferred
         purchase price of newly acquired property or incurred to finance the
         acquisition of equipment of the Company and the Restricted Subsidiaries
         (pursuant to purchase money mortgages or otherwise, whether owed to the
         seller or a third party) used in the ordinary course of



                                      -98-
<PAGE>   99

business of the Company and the Restricted Subsidiaries (provided, that such
Indebtedness is incurred within 60 days of the acquisition of such property) and
(iii) Capitalized Lease Liabilities; provided, that the aggregate amount of all
Indebtedness outstanding pursuant to this clause (e) shall not at any time
exceed $10,000,000;

                  (f) Indebtedness of any Subsidiary owing to the Company or any
         other Restricted Subsidiary, which Indebtedness

                           (i) shall, if payable to the Company or a Domestic
                  Subsidiary, be evidenced, if requested by the Administrative
                  Agent, by one or more promissory notes in form and substance
                  satisfactory to the Agents, duly executed and delivered in
                  pledge to the Administrative Agent pursuant to a Loan
                  Document, and shall not be forgiven or otherwise discharged
                  for any consideration other than payment in full or in part in
                  cash (provided, that only the amount repaid in part shall be
                  discharged); and

                           (ii) if incurred by a Foreign Subsidiary owing to the
                  Company or a Domestic Subsidiary Guarantor, shall not (when
                  aggregated with the amount of Investments made by the Company
                  and such Subsidiary Guarantors in Foreign Subsidiaries under
                  clause (e)(ii) of Section 7.2.5) at any time exceed $5,000,000
                  for all such Subsidiaries;

                  (g) unsecured Subordinated Debt of the Company evidenced by
         the Subordinated Bridge Notes incurred pursuant to the terms of the
         Subordinated Debt Documents in a principal amount not to exceed
         $95,000,000, and unsecured Contingent Liabilities of the Guarantors in
         respect of such Subordinated Debt, but only if such Contingent
         Liabilities are subordinated to the Obligations on substantially the
         same terms as the Subordinated Debt of the Company is subordinated to
         the Obligations and (in each case), and the Permanent Financing Debt
         which shall satisfy the terms of the definition of "Subordinated Debt";

                  (h) Indebtedness of a Person existing at the time such Person
         became a Subsidiary of the Company in an aggregate amount of all such
         Persons not to exceed $10,000,000, but only to the extent that such
         Indebtedness was not created or incurred in contemplation of such
         Person becoming a Subsidiary; and

                  (i) Indebtedness of the Company and the Restricted
         Subsidiaries owing to a Governmental Authority, bearing a low interest
         rate or subsidized interest rate in an aggregate principal amount not
         to exceed $5,000,000 per loan or $15,000,000 at any time outstanding;

                  (j) other Indebtedness of the Company and its Subsidiaries
         (other than Indebtedness of Foreign Subsidiaries owing to the Company
         or any of its Domestic Subsidiaries) in an aggregate principal amount
         at any time outstanding not to exceed $10,000,000 in aggregate
         principal amount;

                                      -99-
<PAGE>   100

                  (k) secured Indebtedness of Intermediate Holdings evidenced by
         the Intermediate Holdings Asset Bridge Notes incurred pursuant to the
         terms of the Intermediate Holdings Asset Bridge Documents in an initial
         principal amount not to exceed $55,000,000;

                  (l) Indebtedness of the Company and any of its Subsidiaries
         incurred in connection with "fuel rate hedging agreements" entered into
         by the Company or any of its Subsidiaries in the ordinary course of
         business and not for speculative purposes in an aggregate notional
         amount not to exceed $15,000,000 at any time outstanding; and

                  (m) Indebtedness of the Company and the Restricted
         Subsidiaries incurred in respect of Synthetic Leases not to exceed
         $5,000,000 at any time outstanding.

provided, however, that no Indebtedness otherwise permitted by clauses (e),
(f)(ii), (h), (i), (j), (l) or (m) shall be assumed or otherwise incurred if a
Specified Default has occurred and is then continuing or would result therefrom.

         SECTION 7.2.3. Liens. Each of Holdings, Intermediate Holdings and each
Borrower will not, and will not permit any of the Restricted Subsidiaries to,
create, incur, assume or permit to exist any Lien upon any of its property
(including Capital Stock of any Person), revenues or assets, whether now owned
or hereafter acquired, except:

                  (a)  Liens securing payment of the Obligations;

                  (b) until the Closing Date, Liens securing payment of
         Indebtedness of the type described in clause (b) of Section 7.2.2;

                  (c) Liens existing as of the Effective Date and disclosed in
         Item 7.2.3(c) of the Disclosure Schedule securing Indebtedness
         described in clause (c) of Section 7.2.2, and refinancings of such
         Indebtedness; provided, that no such Lien shall encumber any additional
         property and the amount of Indebtedness secured by such Lien is not
         increased from that existing on the Effective Date (as such
         Indebtedness may have been permanently reduced subsequent to the
         Effective Date);

                  (d) Liens securing Indebtedness of the type permitted under
         clause (e) of Section 7.2.2; provided, that (i) such Lien is granted
         within 60 days after such Indebtedness is incurred, (ii) the
         Indebtedness secured thereby does not exceed 100% of the lesser of the
         cost or the fair market value of the applicable property, improvements
         or equipment at the time of such acquisition (or construction) and
         (iii) such Lien secures only the assets that are the subject of the
         Indebtedness referred to in such clause;

                  (e) Liens securing Indebtedness of the type permitted under
         clause (i) of Section 7.2.2; provided, that such Indebtedness may be
         secured (i) on a first lien basis by the assets that are subject to the
         Indebtedness referred to in clause (i) of Section 7.2.2 and (ii) by a
         second lien on other fixed assets of such Person with an aggregate
         value (determined at the


                                     -100-
<PAGE>   101

         greater of the cost or the fair market value thereof) not to exceed the
         principal amount of the applicable Loan less the value of the assets
         secured by the first lien;

                  (f) Liens securing Indebtedness permitted by clause (h) of
         Section 7.2.2; provided, that such Liens existed prior to such Person
         becoming a Subsidiary, were not created in anticipation thereof and
         attach only to specific tangible assets of such Person (and not assets
         of such Person generally);

                  (g) Liens in favor of carriers, warehousemen, mechanics,
         materialmen and landlords granted in the ordinary course of business
         for amounts not overdue or being diligently contested in good faith by
         appropriate proceedings and for which adequate reserves in accordance
         with GAAP shall have been set aside on its books;

                  (h) Liens incurred or deposits made in the ordinary course of
         business in connection with worker's compensation, unemployment
         insurance or other forms of governmental insurance or benefits, or to
         secure performance of tenders, statutory obligations, bids, leases or
         other similar obligations (other than for borrowed money) entered into
         in the ordinary course of business or to secure obligations on surety
         and appeal bonds or performance bonds;

                  (i) judgment Liens in existence for less than 45 days after
         the entry thereof or with respect to which execution has been stayed or
         the payment of which is covered in full (subject to a customary
         deductible) by insurance maintained with responsible insurance
         companies and which do not otherwise result in an Event of Default
         under Section 8.1.6;

                  (j) easements, rights-of-way, zoning restrictions, minor
         defects or irregularities in title and other similar encumbrances not
         interfering in any material respect with the value for railroad
         property or use of the property to which such Lien is attached;

                  (k) Liens for taxes, assessments or other governmental charges
         or levies not at the time delinquent or thereafter payable without
         penalty or being diligently contested in good faith by appropriate
         proceedings and for which adequate reserves in accordance with GAAP
         shall have been set aside on its books; and

                  (l) Liens on the Intermediate Holdings Excluded Assets
         securing Indebtedness under the Intermediate Holdings Asset Bridge
         Notes.

         SECTION 7.2.4. Financial Covenants. The Company and the Restricted
Subsidiaries will not permit to occur any of the events set forth below.

             (a) The Company and the Restricted Subsidiaries will not permit the
         Leverage Ratio as of the last day of any Fiscal Quarter occurring
         during any period set forth below to be greater than the ratio set
         forth opposite such period:

                                     -101-
<PAGE>   102


                                                       Leverage
         Period                                           Ratio
         -------                                       ---------

         Closing Date to 3/31/00                       5.25:1.00

         4/1/00 to 6/30/00                             5.00:1.00

         7/1/00 to 9/30/00                             4.75:1.00

         10/1/00 to 12/31/00                           4.50:1.00

         1/1/01 to 3/31/01                             4.25:1.00

         4/1/01 to 12/31/01                            4.00:1.00

         1/1/02 to 6/30/02                             3.75:1.00

         7/1/02 to 12/31/02                            3.50:1.00

         1/1/03 to 6/30/03                             3.25:1.00

         7/1/03 to 12/31/03                            3.00:1.00

         1/1/04 to 6/30/04                             2.75:1.00

         7/1/04 to 12/31/04                            2.50:1.00

         1/1/05 to 6/30/05                             2.25:1.00

         7/1/05 to 12/31/05                            2.00:1.00

         1/1/06 to 6/30/06                             1.75:1.00

         7/1/06 and thereafter                         1.50:1.00


                  (b) The Company and the Restricted Subsidiaries will not
         permit the Fixed Charge Coverage Ratio as of the last day of any Fiscal
         Quarter occurring during any period set forth below to be less than the
         ratio set forth opposite such period:


                                                      Fixed Charge
         Period                                      Coverage Ratio
         ------                                      --------------
         Closing date to 6/30/00                        1.25:1.0

         7/1/00 and thereafter                          1.30:1.0


                  (c) The Company and the Restricted Subsidiaries will not
         permit the Interest Coverage Ratio as of the last day of any Fiscal
         Quarter occurring during any period set forth below to be less than the
         ratio set forth opposite such period:



                                     -102-
<PAGE>   103


                                                    Interest Coverage
         Period                                          Ratio
         ------                                    -----------------
         Closing Date to 6/30/00                       1.75:1.00

         7/1/00 to 12/31/00                            2.00:1.00

         1/1/01 to 12/31/01                            2.25:1.00

         1/1/02 to 6/30/02                             2.35:1.00

         7/1/02 to 6/30/03                             2.50:1.00

         7/1/03 to 12/31/03                            2.75:1.00

         1/1/04 to 12/31/04                            3.00:1.00

         1/1/05 to 6/30/05                             3.25:1.00

         7/1/05 and thereafter                         3.50:1.00

                  (d) Holdings and its Subsidiaries (other than Ferronor and
         Kalyn/Siebert) will not permit their Net Worth as of the last day of
         any Fiscal Quarter to be less than the sum of (i) $100,000,000 plus
         (ii) the sum of the Net Income for each Fiscal Quarter ending after the
         Closing Date and ending on or before such date of measurement in which
         the Net Income was positive, multiplied by 75%.

         SECTION 7.2.5. Investments. Each of Holdings, Intermediate Holdings and
each Borrower will not, and will not permit any of the Restricted Subsidiaries
to, purchase, make, incur, assume or permit to exist any Investment in any other
Person, except:

                  (a)  Investments existing on the Effective Date and identified
         in Item 7.2.5(a) of the Disclosure Schedule;

                  (b)  Cash Equivalent Investments;

                  (c) Investments received in connection with the bankruptcy or
         reorganization of, or settlement of delinquent accounts and disputes
         with, customers and suppliers, in each case in the ordinary course of
         business;

                  (d)  Investments permitted as Capital Expenditures pursuant to
         Section 7.2.7;

                  (e) Investments by way of contributions to capital or
         purchases of Capital Stock (i) by Holdings, Intermediate Holdings or
         Intermediate Holdings in the Company, (ii) by the Company in any
         Restricted Subsidiary or by any Subsidiary in other Restricted
         Subsidiaries; provided, that the aggregate amount of intercompany loans
         made pursuant to clause (f)(ii) of Section 7.2.2 and Investments under
         this clause made by the Company and Domestic Subsidiary




                                     -103-
<PAGE>   104

         Guarantors in Subsidiaries that are not Domestic Subsidiary Guarantors
         shall not exceed $5,000,000 at any time, or (iii) by any Subsidiary in
         the Company;

                  (f) Investments by Subsidiaries of Holdings constituting (i)
         accounts receivable arising, (ii) trade debt granted, or (iii) deposits
         made in connection with the purchase price of goods or services, in
         each case in the ordinary course of business;

                  (g) Investments by the Company or any Restricted Subsidiary by
         way of the acquisition of Capital Stock constituting Permitted
         Acquisitions in an amount not to exceed $20,000,000 in any one
         transaction, but in any event not to exceed $50,000,000 over the term
         of this Agreement; provided, that (i) such Investments shall result in
         the acquisition of a wholly owned Subsidiary and (ii) upon making such
         Investments, the provisions of Section 7.1.8 are complied with;

                  (h) Investments consisting of any deferred portion of the
         sales price received by the Company or any Restricted Subsidiary in
         connection with any Disposition permitted under Section 7.2.11; and

                  (i) other Investments by the Company or any Restricted
         Subsidiary in an amount not to exceed $5,000,000 over the term of this
         Agreement;

provided, however, that

                  (j) any Investment which when made complies with the
         requirements of clauses (a), (b) or (c) of the definition of the term
         "Cash Equivalent Investment" may continue to be held notwithstanding
         that such Investment if made thereafter would not comply with such
         requirements; and

                  (k) no Investment otherwise permitted by clauses (d), (e)(i),
         (g) or (i) shall be permitted to be made if any Specified Default has
         occurred and is continuing or would result therefrom.

Notwithstanding any other provision of this Section 7.2.5, contributions by the
Company to Ferronor which are then paid as interest, principal or agent fees
pursuant to the Ferronor Loan Documents shall not constitute Investments for so
long as the Participation Agreement as referred to in clause (iii) of the
definition of Ferronor Loan Documents is in effect.

         SECTION 7.2.6. Restricted Payments, etc. Each of Holdings, Intermediate
Holdings and each Borrower will not, and will not permit any of the Restricted
Subsidiaries to, declare or make a Restricted Payment, or make any deposit for
any Restricted Payment, other than (a) Restricted Payments made by Subsidiaries
to the Company or wholly owned Subsidiaries of the Company and (b) the Company
may make Restricted Payments to Intermediate Holdings and Intermediate Holdings
may make Restricted Payments to Holdings in amounts sufficient to pay (i) so
long as no Specified Default has occurred and is continuing or would be created
thereby, required semi-



                                     -104-
<PAGE>   105
annual dividends on and any mandatory redemption of Holdings" Convertible
Preferred Stock as in effect on the date hereof, (ii) so long as no Specified
Default has occurred and is continuing or would be created thereby, scheduled
payments of interest on and, when due, principal of Holdings" Convertible
Subordinated Notes, (iii) salaries, wages, employee benefits and direct expenses
for Holdings" employees, (iv) insurance, (v) public company expenses, including
but not limited to, accounting fees, director's fees, legal fees and printing
fees and related expenses, (vi) payments under the Tax Sharing Agreement, (vii)
so long as no Specified Default has occurred and is continuing or would be
created thereby, up to $4,000,000 per Fiscal Year (including up to $2,000,000
per year to buyback Holdings" common stock under Holdings" stock buyback
program) for various other expenses and (viii) payments on the Intermediate
Holdings Asset Bridge Notes to the extent permitted by clause (c) of Section
7.2.8.

         SECTION 7.2.7. Capital Expenditures, etc. (a) Subject (in the case of
Capitalized Lease Liabilities), to clause (e) of Section 7.2.2, each of
Holdings, Intermediate Holdings and each Borrower will not, and will not permit
any of the Restricted Subsidiaries to, make or commit to make Capital
Expenditures in any Fiscal Year which aggregate in excess of the amount (the
"Base Amount") set forth below opposite such Fiscal Year:

                                                            Capital
                Period                                 Expenditure Amount
            --------------                             ------------------
          1/1/00 to 12/31/00                                $54,500,000
          1/1/01 to 12/31/01                                $54,500,000
          1/1/02 to 12/31/02                                $53,000,000
          1/1/03 to 12/31/03                                $54,000,000
          1/1/04 to 12/31/04                                $55,000,000
          1/1/05 to 12/31/05                                $56,000,000
          1/1/06 to 12/31/06                                $57,000,000

provided, however, that, to the extent the Base Amount exceeds the aggregate
amount of Capital Expenditures actually made during such Fiscal Year, such
excess amount (up to an aggregate of 50% of the amount of the Base Amount for
such Fiscal Year) may be carried forward to (but only to) the next succeeding
Fiscal Year (any such amount to be certified by Holdings to the Agents in the
Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal
Year, and any such amount carried forward to a succeeding Fiscal Year shall be
deemed to be used prior to the Company and the Restricted Subsidiaries using the
Base Amount for such succeeding Fiscal Year, without giving effect to such
carry-forward). Holdings and Intermediate Holdings shall not incur any Capital
Expenditures.

                  (b) The parties acknowledge and agree that the permitted
Capital Expenditure level set forth in clause (a) above shall be exclusive of
the amount of Capital Expenditures actually made with Casualty Proceeds or Net
Disposition Proceeds that are reinvested by the Company or any of the Restricted
Subsidiaries, after the Closing Date and specifically identified in a
certificate delivered by an Authorized Officer of the Company to the Agents on
or about the time such reinvestment is made (but in any event prior to the time
of the Capital Expenditure made with such reinvestment).




                                     -105-
<PAGE>   106

         SECTION 7.2.8. No Prepayment of Certain Debt. Each of Holdings,
Intermediate Holdings and each Borrower will not, and will not permit any of the
Restricted Subsidiaries to,

                  (a) other than pursuant to a Permanent Financing of the
         Subordinated Bridge Notes make any payment or prepayment of principal
         of, or premium or interest on, any Subordinated Debt (i) other than the
         stated, scheduled date for payment of interest set forth in the
         applicable Subordinated Debt Documents (it being understood and agreed
         that for purposes of this clause (a), the only stated, scheduled date
         for payment of principal on the Subordinated Bridge Notes shall be the
         date which is six months following the Stated Maturity Date for the
         Term B Loans); provided, that, the Company may not pay cash interest on
         the Subordinated Bridge Notes at a rate in excess of 15% per annum or
         (ii) which would violate the terms of this Agreement or the applicable
         Subordinated Debt Documents or (iii) other than the scheduled payments
         of interest on and, when due, principal of Holdings" Convertible
         Subordinated Notes to the extent permitted by clause (b)(ii) of Section
         7.2.6;

                  (b) redeem, retire, purchase, defease or otherwise acquire
         any Subordinated Debt;

                  (c) redeem, retire, purchase or defease any Intermediate
         Holdings Asset Bridge Notes other than from (i) the net proceeds of a
         Disposition of Intermediate Holdings Excluded Assets or (ii) the net
         proceeds of a Disposition of QRC or (iii) that portion of (x) Net
         Equity Proceeds arising from a Disposition of Capital Stock of Holdings
         not required to be used to prepay Loans pursuant to clause (h) of
         Section 3.1.1 or (y) Excess Cash Flow not required to be used to prepay
         Loans pursuant to clause (g) of Section 3.1.1 in an amount not to
         exceed the lesser of $10,000,000 and then outstanding Indebtedness
         evidenced by the Intermediate Holdings Asset Bridge Notes or (iv) that
         portion of the Net Debt Proceeds of the Permanent Financing Debt that
         is permitted to be used to redeem or prepay the Intermediate Holdings
         Asset Bridge Notes in an aggregate amount not to exceed the lesser of
         (x) $10,000,000 or (y) the then outstanding Indebtedness evidenced by
         the Intermediate Holdings Asset Bridge Notes; or

                  (d) make any deposit (including the payment of amounts into a
         sinking fund or other similar fund) for any of the foregoing purposes.

Furthermore, neither Holdings, Intermediate Holdings, the Company nor any
Restricted Subsidiary will designate any Indebtedness other than the Obligations
as "Designated Senior Debt" (or any analogous term) in any Subordinated Debt
Document.

         SECTION 7.2.9. Capital Stock of Subsidiaries. Each of Intermediate
Holdings and the Borrowers will not, and will not permit any of the Restricted
Subsidiaries to, (i) issue any Capital Stock (whether for value or otherwise) to
any Person other than (x) in the case of any Restricted Subsidiary, to the
Company or another wholly owned Restricted Subsidiary of the Company or (y) in
the case of the Company, to Intermediate Holdings or (z) in the case of
Intermediate



                                     -106-
<PAGE>   107


Holdings, to Holdings or (ii) become liable in respect of any obligation
(contingent or otherwise) to purchase, redeem, retire, acquire or make any other
payment in respect of any Capital Stock of Holdings, any Borrower or any
Restricted Subsidiary or any option, warrant or other right to acquire any such
Capital Stock.

         SECTION 7.2.10. Consolidation, Merger, etc. Each of Holdings,
Intermediate Holdings and the Borrowers will not, and will not permit any of the
Restricted Subsidiaries to, liquidate or dissolve, consolidate with, or merge
into or with, any other Person, or purchase or otherwise acquire all or
substantially all of the assets of any Person (or any division thereof), except

                  (a) any Restricted Subsidiary may liquidate or dissolve
         voluntarily into, and may merge with and into, the Company or any other
         Restricted Subsidiary (provided, however, that a Domestic Subsidiary
         Guarantor may only liquidate or dissolve into, or merge with and into,
         the Company or another Domestic Subsidiary Guarantor), and the assets
         or Capital Stock of any Subsidiary may be purchased or otherwise
         acquired by the Company or any other Restricted Subsidiary (provided,
         however, that the assets or Capital Stock of any Domestic Subsidiary
         Guarantor may only be purchased or otherwise acquired by the Company or
         another Domestic Subsidiary Guarantor); provided, further, that in no
         event shall any Pledged Subsidiary consolidate with or merge with and
         into any Subsidiary (other than another Subsidiary the Capital Stock of
         which is pledged to the Administrative Agent for the benefit of the
         same Secured Parties to which the Capital Stock of such Pledged
         Subsidiary are pledged) unless after giving effect thereto, the
         Administrative Agent shall have a perfected pledge of, and security
         interest in and to, at least the same percentage of the issued and
         outstanding interests of Capital Stock (on a fully diluted basis) of
         the surviving Person as the Administrative Agent had immediately prior
         to such merger or consolidation in form and substance satisfactory to
         the Agents and its counsel, pursuant to such documentation and opinions
         as shall be necessary in the opinion of the Agents to create, perfect
         or maintain the collateral position of the Secured Parties therein; and

                  (b) so long as no Specified Default has occurred and is
         continuing or would occur after giving effect thereto, the Company or
         any of its Subsidiaries may (to the extent permitted by clause (g) of
         Section 7.2.5) purchase all or substantially all of the assets or
         Capital Stock of any Person (or any division thereof), or acquire such
         Person by merger.

         SECTION 7.2.11. Permitted Dispositions. Each of Holdings, Intermediate
Holdings and each Borrower will not, and will not permit any of the Restricted
Subsidiaries to, Dispose of any of such Obligor's or such Restricted
Subsidiaries' assets (including accounts receivable and Capital Stock of
Subsidiaries) to any Person in one transaction or series of transactions unless
such Disposition is either (a) inventory Disposed of in the ordinary course of
its business or is of obsolete or worn-out property, (b) permitted by Section
7.2.10, (c) in the case of Intermediate Holdings, the Intermediate Holdings
Excluded Assets so long as the net proceeds thereof are used to redeem or retire
Intermediate Holdings Asset Bridge Notes and then to pay Term Loans, (d) is
between the Company and Domestic Restricted Subsidiaries, between Canadian
Restricted Subsidiaries, between Australian Restricted Subsidiaries or between
Domestic Restricted Subsidiaries, (e) a Disposition of the Capital Stock of QRC
so long as an amount equal to the net proceeds thereof are used to redeem or
retire Intermediate Holdings Asset Bridge Notes and then




                                     -107-
<PAGE>   108
to pay Term Loans, or (f) a Disposition for fair market value (which does not
constitute a Disposition of all or a substantial part of the Company's and its
Subsidiaries' assets, taken as a whole)(provided that the consideration to be
received by the Company or the Restricted Subsidiaries is at least 75% cash and
the aggregate value (to be determined by the greater of net book value or the
fair market value) is not to exceed $20,000,000 in the aggregate in any Fiscal
Year and $40,000,000 in the aggregate for the term of this Agreement and the Net
Disposition Proceeds are applied pursuant to clause (f) of Section 3.1.1.

         SECTION 7.2.12. Modification of Certain Agreements. Each of Holdings,
Intermediate Holdings and each Borrower will not, and will not permit any of the
Restricted Subsidiaries to, consent to any amendment, supplement, waiver or
other modification of, or enter into any forbearance from exercising any rights
with respect to the terms or provisions contained in,

                  (a) the Subordinated Debt Documents or the Intermediate
         Holdings Asset Bridge Documents, as the case may be, other than any
         amendment, supplement, waiver or modification for which no fee is
         payable to the holders of the Subordinated Debt or the Intermediate
         Holdings Asset Bridge Notes, as the case may be, and which (i) extends
         the date or reduces the amount of any required repayment, prepayment or
         redemption of the principal of such Subordinated Debt, (ii) reduces the
         rate or extends the date for payment of the interest, premium (if any)
         or fees payable on such Indebtedness or (iii) makes the covenants,
         events of default or remedies in such Subordinated Debt Documents or
         Intermediate Holdings Asset Bridge Documents, as the case may be, less
         restrictive on Holdings, Intermediate Holdings or the Company, as the
         case may be; or

                  (b)  any of the Transaction Documents.

         SECTION 7.2.13. Transactions with Affiliates. Each of Holdings,
Intermediate Holdings and each Borrower will not, and will not permit any of the
Restricted Subsidiaries to, enter into or cause or permit to exist any
arrangement, transaction or contract (including for the purchase, lease or
exchange of property or the rendering of services) with any of its other
Affiliates (other than a Restricted Subsidiary) or with Ferronor or
Kalyn/Siebert, unless such arrangement, transaction or contract (i) is on fair
and reasonable terms no less favorable to Holdings and Intermediate Holdings,
the Company or such Restricted Subsidiary than it could obtain in an
arm's-length transaction with a Person that is not an Affiliate and (ii) is of
the kind which would be entered into by a prudent Person in the position of
Holdings, the Company or such Restricted Subsidiary with a Person that is not
one of its Affiliates or unless such arrangement, transaction, or contract is
(i) an Investment made in accordance with Section 7.2.5, (ii) is between the
Company and Domestic Restricted Subsidiaries, between Canadian Restricted
Subsidiaries, between Australian Restricted Subsidiaries, or between Domestic
Restricted Subsidiaries or (iii) pursuant to the Ferronor Loan Documents.

         SECTION 7.2.14. Restrictive Agreements, etc. Each of Holdings,
Intermediate Holdings and each Borrower will not, and will not permit any of the
Restricted Subsidiaries to, enter into any agreement prohibiting


                                     -108-
<PAGE>   109


                  (a) the creation or assumption of any Lien upon its
         properties, revenues or assets, whether now owned or hereafter
         acquired;

                  (b) the ability of any Obligor to amend or otherwise modify
         any Loan Document; or

                  (c) the ability of any Restricted Subsidiary to make any
         payments, directly or indirectly, to the Company, including by way of
         dividends, advances, repayments of loans, reimbursements of management
         and other intercompany charges, expenses and accruals or other returns
         on investments.

The foregoing prohibitions shall not apply to restrictions contained (i) in any
Loan Document, any of the Subordinated Debt Documents, or any of the
Intermediate Holdings Asset Bridge Documents or (ii) in the case of clause (a),
any agreement governing any Indebtedness permitted by clause (e) of Section
7.2.2 as to the assets financed with the proceeds of such Indebtedness.

         SECTION 7.2.15. Sale and Leaseback. Each of Holdings, Intermediate
Holdings and each Borrower will not, and will not permit any of the Restricted
Subsidiaries to, directly or indirectly enter into any agreement or arrangement
("Sale Leasebacks") providing for the sale or transfer by it of any property
(now owned or hereafter acquired) to a Person and the subsequent lease or rental
of such property or other similar property from such Person other than Sale
Leasebacks for fair market value provided that the consideration to be received
is solely comprised of cash and the aggregate value (to be determined by the
greater of net book value or the fair market value thereof) does not exceed
$10,000,000 in any Fiscal Year and $20,000,000 in the aggregate for the term of
this Agreement and the Net Disposition Proceeds are applied pursuant to clause
(f) of Section 3.1.1.

                                  ARTICLE VIII
                                EVENTS OF DEFAULT

         SECTION 8.1. Listing of Events of Default. Each of the following
events or occurrences described in this Article shall constitute an "Event of
Default".

         SECTION 8.1.1. Non-Payment of Obligations. Any Borrower shall default
in the payment or prepayment when due of

                  (a) any principal of any Loan, or any Reimbursement Obligation
         or any deposit of cash for collateral purposes pursuant to Section
         2.6.4;

                  (b) any interest on any Loan or Reimbursement Obligation and
         such default shall continue unremedied for a period of three Business
         Days after such amount was due; or



                                     -109-
<PAGE>   110

                  (c) any fee described in Article III or any other monetary
         Obligation, and such default shall continue unremedied for a period of
         three Business Days after such amount was due.

         SECTION 8.1.2. Breach of Warranty. Any representation or warranty of
any Obligor made or deemed to be made in any Loan Document (including any
certificates delivered pursuant to Article V) is or shall be incorrect when made
or deemed to have been made in any material respect.

         SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations.
Holdings, Intermediate Holdings or any Borrower shall default in the due
performance or observance of any of its obligations under Section 7.1.1(e),
Section 7.1.7, Section 7.1.10 or Section 7.2.

         SECTION 8.1.4. Non-Performance of Other Covenants and Obligations. Any
Obligor shall default in the due performance and observance of any other
agreement contained in any Loan Document executed by it, and such default shall
continue unremedied for a period of 30 days after notice thereof shall have been
given to Holdings, Intermediate Holdings or the Company by either Agent or any
Lender.

         SECTION 8.1.5. Default on Other Indebtedness. A default shall occur in
the payment of any amount when due (subject to any applicable grace period),
whether by acceleration or otherwise, of any principal or stated amount of, or
interest or fees on, any Indebtedness (other than Indebtedness described in
Section 8.1.1) of Holdings, Intermediate Holdings or the Company or any of the
Restricted Subsidiaries or any other Obligor having a principal or stated
amount, individually or in the aggregate, in excess of $5,000,000, or a default
shall occur in the performance or observance of any obligation or condition with
respect to such Indebtedness if the effect of such default is to accelerate the
maturity of any such Indebtedness or such default shall continue unremedied for
any applicable period of time sufficient to permit the holder or holders of such
Indebtedness, or any trustee or agent for such holders, to cause or declare such
Indebtedness to become due and payable or to require such Indebtedness to be
prepaid, redeemed, purchased or defeased, or require an offer to purchase or
defease such Indebtedness to be made, prior to its expressed maturity.

         SECTION 8.1.6. Judgments. Any judgment or order for the payment of
money individually or in the aggregate in excess of $5,000,000 (exclusive of any
amounts fully covered by insurance (less any applicable deductible) and as to
which the insurer has acknowledged its responsibility to cover such judgment or
order) shall be rendered against Holdings, Intermediate Holdings or the Company
or any of the Restricted Subsidiaries or any other Obligor and such judgment
shall not have been vacated or discharged or stayed or bonded pending appeal
within 30 days after the entry thereof or enforcement proceedings shall have
been commenced by any creditor upon such judgment or order.

         SECTION 8.1.7. Pension Plans. Any of the following events shall occur
with respect to any Pension Plan



                                     -110-
<PAGE>   111

                  (a) the institution of any steps by Holdings, any member of
         its Controlled Group or any other Person to terminate a Pension Plan
         if, as a result of such termination, Holdings or any such member could
         be required to make a contribution to such Pension Plan, or could
         reasonably expect to incur a liability or obligation to such Pension
         Plan, in excess of $1,000,000; or

                  (b) a contribution failure occurs with respect to any Pension
         Plan sufficient to give rise to a Lien under section 302(f) of ERISA.

         SECTION 8.1.8. Change in Control.  Any Change in Control shall occur.

         SECTION 8.1.9. Bankruptcy, Insolvency, etc. Holdings, Intermediate
Holdings, the Company or any of the Restricted Subsidiaries or any other Obligor
shall

                  (a) become insolvent or generally fail to pay, or admit in
         writing its inability or unwillingness generally to pay, debts as they
         become due;

                  (b) apply for, consent to, or acquiesce in the appointment of
         a trustee, receiver, sequestrator or other custodian for any
         substantial part of the property of any thereof, or make a general
         assignment for the benefit of creditors;

                  (c) in the absence of such application, consent or
         acquiescence in, permit or suffer to exist the appointment of a
         trustee, receiver, sequestrator or other custodian for a substantial
         part of the property of any thereof, and such trustee, receiver,
         sequestrator or other custodian shall not be discharged within 60 days;
         provided, that Holdings, Intermediate Holdings, the Company each
         Restricted Subsidiary and each other Obligor hereby expressly
         authorizes each Secured Party to appear in any court conducting any
         relevant proceeding during such 60-day period to preserve, protect and
         defend their rights under the Loan Documents;

                  (d) permit or suffer to exist the commencement of any
         bankruptcy, reorganization, debt arrangement or other case or
         proceeding under any bankruptcy or insolvency law or any dissolution,
         winding up or liquidation proceeding, in respect thereof, and, if any
         such case or proceeding is not commenced by Holdings, Intermediate
         Holdings, the Company any Restricted Subsidiary or any Obligor, such
         case or proceeding shall be consented to or acquiesced in by Holdings,
         Intermediate Holdings, the Company such Restricted Subsidiary or such
         Obligor, as the case may be, or shall result in the entry of an order
         for relief or shall remain for 60 days undismissed; provided, that
         Holdings, Intermediate Holdings, each Restricted Subsidiary and each
         Obligor hereby expressly authorizes each Secured Party to appear in any
         court conducting any such case or proceeding during such 60-day period
         to preserve, protect and defend their rights under the Loan Documents;
         or

                  (e) take any action authorizing, or in furtherance of, any of
         the foregoing.



                                     -111-
<PAGE>   112

         SECTION 8.1.10. Impairment of Security, etc. Any Loan Document or any
Lien granted thereunder shall (except in accordance with its terms), in whole or
in part, terminate, cease to be effective or cease to be the legally valid,
binding and enforceable obligation of any Obligor party thereto; any Obligor or
any other party shall, directly or indirectly, contest in any manner such
effectiveness, validity, binding nature or enforceability; or, except as
permitted under any Loan Document, any Lien securing any Obligation shall, in
whole or in part, cease to be a perfected first priority Lien.

         SECTION 8.1.11. Failure of Subordination. Unless otherwise waived or
consented to by the Agents, all of the Lenders and the Issuers in writing, the
subordination provisions relating to any Subordinated Debt (the "Subordination
Provisions") shall fail to be enforceable by the Agents, the Lenders and the
Issuers in accordance with the terms thereof, or the monetary Obligations shall
fail to constitute "Senior Indebtedness" (or similar term) referring to the
Obligations; or Holdings, the Company or any of their respective Restricted
Subsidiaries shall, directly or indirectly, disavow or contest in any manner (i)
the effectiveness, validity or enforceability of any of the Subordination
Provisions, (ii) that the Subordination Provisions exist for the benefit of the
Agents, the Lenders and the Issuers or (iii) that all payments of principal of
or premium and interest on the Subordinated Debt, or realized from the
liquidation of any property of any Obligor, shall be subject to any of such
Subordination Provisions.

         SECTION 8.1.12. Failure to Refinance or Extend the Subordinated Bridge
Notes. The Company shall have failed to consummate a Permanent Financing of
Indebtedness in respect of the Subordinated Bridge Notes prior to the Maturity
Date (as defined in the Securities Purchase Agreement, the "Bridge Note Maturity
Date") and the Administrative Agent shall not have received, prior to the Bridge
Note Maturity Date, evidence satisfactory to it that the maturity of the
Subordinated Bridge Notes will, effective on the Bridge Note Maturity Date, be
extended to the date that is at least six months following the Stated Maturity
Date for the Term B Loans.

         SECTION 8.2. Action if Bankruptcy. If any Event of Default described in
clauses (a) through (d) of Section 8.1.9 with respect to Holdings or any
Borrower shall occur, the Commitments (if not theretofore terminated) shall
automatically terminate and the outstanding principal amount of all outstanding
Loans and all other Obligations (including Reimbursement Obligations) shall
automatically be and become immediately due and payable, without notice or
demand to any Person and each Obligor shall automatically and immediately be
obligated to Cash Collateralize all Letter of Credit Outstandings.

         SECTION 8.3. Action if Other Event of Default. If any Event of Default
(other than any Event of Default described in clauses (a) through (d) of Section
8.1.9 with respect to Holdings or any Borrower) shall occur for any reason,
whether voluntary or involuntary, and be continuing, the Administrative Agent,
upon the direction of the Required Lenders, shall by notice to the Borrowers
declare all or any portion of the outstanding principal amount of the Loans and
other Obligations (including Reimbursement Obligations) to be due and payable
and/or the Commitments (if not theretofore terminated) to be terminated,
whereupon the full unpaid amount of such Loans and other Obligations which shall
be so declared due and




                                     -112-
<PAGE>   113

payable shall be and become immediately due and payable, without further notice,
demand or presentment, and/or, as the case may be, the Commitments shall
terminate and the Company shall automatically and immediately be obligated to
Cash Collateralize all Letter of Credit Outstandings.


                                   ARTICLE IX
                            THE ADMINISTRATIVE AGENT

         SECTION 9.1. Actions. Each Lender hereby appoints DLJ as its
Syndication Agent and The Bank of Nova Scotia as Administrative Agent under and
for purposes of each Loan Document. Each Lender authorizes each Agent to act on
behalf of such Lender under each Loan Document and, in the absence of other
written instructions from the Required Lenders received from time to time by the
Agents (with respect to which each Agent agrees that it will comply, except as
otherwise provided in this Section or as otherwise advised by counsel in order
to avoid contravention of applicable law), to exercise such powers hereunder and
thereunder as are specifically delegated to or required of such Agent by the
terms hereof and thereof, together with such powers as may be reasonably
incidental thereto. Each Lender hereby indemnifies (which indemnity shall
survive any termination of this Agreement) each Agent, pro rata according to
such Lender's proportionate Total Exposure Amount, from and against any and all
liabilities, obligations, losses, damages, claims, costs or expenses of any kind
or nature whatsoever which may at any time be imposed on, incurred by, or
asserted against, such Agent in any way relating to or arising out of any Loan
Document, including reasonable attorneys' fees, and as to which such Agent is
not reimbursed by Holdings or the Company; provided, however, that no Lender
shall be liable for the payment of any portion of such liabilities, obligations,
losses, damages, claims, costs or expenses which are determined by a court of
competent jurisdiction in a final proceeding to have resulted from such Agent's
gross negligence or wilful misconduct. Neither Agent shall be required to take
any action under any Loan Document, or to prosecute or defend any suit in
respect of any Loan Document, unless it is indemnified hereunder to its
satisfaction. If any indemnity in favor of either Agent shall be or become, in
such Agent's determination, inadequate, such Agent may call for additional
indemnification from the Lenders and cease to do the acts indemnified against
hereunder until such additional indemnity is given.

         SECTION 9.2. Funding Reliance, etc. Unless the Administrative Agent
shall have been notified in writing by any Lender by 3:00 p.m. on the Business
Day prior to a Borrowing that such Lender will not make available the amount
which would constitute its Percentage of such Borrowing on the date specified
therefor, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent and, in reliance upon such
assumption, make available to the applicable Borrower a corresponding amount. If
and to the extent that such Lender shall not have made such amount available to
the Administrative Agent, such Lender and Holdings and the Company severally
agree to repay the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date the
Administrative Agent made such amount available to the applicable Borrower to
the date such amount is repaid to the Administrative Agent, at the interest rate
applicable at the time to Loans comprising such Borrowing (in the case of a
Borrower) and (in the case of a Lender), at the




                                     -113-
<PAGE>   114

Federal Funds Rate for the first two Business Days after which such amount has
not been repaid, and thereafter at the interest rate applicable to Loans
comprising such Borrowing.

         SECTION 9.3. Exculpation. Neither Agent nor any of its directors,
officers, employees or agents shall be liable to any Lender for any action taken
or omitted to be taken by it under any Loan Document, or in connection herewith
or therewith, except for its own wilful misconduct or gross negligence, nor
responsible for any recitals or warranties herein or therein, nor for the
effectiveness, enforceability, validity or due execution of any Loan Document,
nor for the creation, perfection or priority of any Liens purported to be
created by any of the Loan Documents, or the validity, genuineness,
enforceability, existence, value or sufficiency of any collateral security, nor
to make any inquiry respecting the performance by any Obligor of its
Obligations. Any such inquiry which may be made by either Agent shall not
obligate it to make any further inquiry or to take any action. The
Administrative Agent shall be entitled to rely upon advice of counsel concerning
legal matters and upon any notice, consent, certificate, statement or writing
which the Administrative Agent believes to be genuine and to have been presented
by a proper Person.

         SECTION 9.4. Successor. The Syndication Agent may resign as such upon
one Business Day's notice to the Borrowers and the Administrative Agent. The
Administrative Agent may resign as such at any time upon at least 30 days' prior
notice to Holdings and the Borrowers and all Lenders. If the Administrative
Agent at any time shall resign, the Required Lenders may appoint another Lender
as a successor Administrative Agent which shall thereupon become the
Administrative Agent hereunder. If no successor Administrative Agent shall have
been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent's giving
notice of resignation, then the retiring Administrative Agent may, on behalf of
the Lenders, appoint a successor Administrative Agent, which shall be one of the
Lenders or a commercial banking institution organized under the laws of the U.S.
(or any state thereof) or a U.S. branch or agency of a commercial banking
institution, and having a combined capital and surplus of at least $250,000,000;
provided, however that if, such retiring Administrative Agent is unable to find
a commercial banking institution which is willing to accept such appointment and
which meets the qualifications set forth in above, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective and the
Lenders shall assume and perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
as provided for above. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall be entitled to receive from the retiring
Administrative Agent such documents of transfer and assignment as such successor
Administrative Agent may reasonably request, and shall thereupon succeed to and
become vested with all rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under the Loan Documents. After any retiring
Administrative Agent's resignation hereunder as the Administrative Agent, the
provisions of this Article shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was the Administrative Agent under the Loan
Documents, and Section 11.3 and Section 11.4 shall continue to inure to its
benefit. If the Syndication Agent shall resign, then all actions required to be
taken by




                                     -114-
<PAGE>   115

or consented to by the Agents shall only be required to be taken or consented
to, as the case may be, by the Administrative Agent.

         SECTION 9.5. Credit Extensions by each Agent and Issuer. Each Agent and
each Issuer shall have the same rights and powers with respect to (x)(i) in the
case of an Agent, the Credit Extensions made by it or any of its Affiliates and
(ii) in the case of an Issuer, the Loans made by it or any of its Affiliates,
and (y) the Notes held by it or any of its Affiliates as any other Lender and
may exercise the same as if it were not an Agent or Issuer. Each Agent, each
Issuer and each of their respective Affiliates may accept deposits from, lend
money to, and generally engage in any kind of business with Holdings, the
Company or any Subsidiary or Affiliate of Holdings as if such Agent or Issuer
were not an Agent or Issuer hereunder.

         SECTION 9.6. Credit Decisions. Each Lender acknowledges that it has,
independently of each Agent and each other Lender, and based on such Lender's
review of the financial information of Holdings and the Company, the Loan
Documents (the terms and provisions of which being satisfactory to such Lender)
and such other documents, information and investigations as such Lender has
deemed appropriate, made its own credit decision to extend its Commitments. Each
Lender also acknowledges that it will, independently of each Agent and each
other Lender, and based on such other documents, information and investigations
as it shall deem appropriate at any time, continue to make its own credit
decisions as to exercising or not exercising from time to time any rights and
privileges available to it under the Loan Documents.

         SECTION 9.7. Copies, etc. The Administrative Agent shall give prompt
notice to each Lender of each notice or request required or permitted to be
given to the Administrative Agent by Holdings or any Borrower pursuant to the
terms of the Loan Documents (unless concurrently delivered to the Lenders by
Holdings or any Borrower). The Administrative Agent will distribute to each
Lender each document or instrument received for its account and copies of all
other communications received by the Administrative Agent from the Company for
distribution to the Lenders by the Administrative Agent in accordance with the
terms of the Loan Documents.

         SECTION 9.8. Reliance by Agents. Each Agent shall be entitled to rely
upon any certification, notice or other communication (including any thereof by
telephone, telecopy, telegram or cable) believed by it to be genuine and correct
and to have been signed or sent by or on behalf of the proper Person, and upon
advice and statements of legal counsel, independent accountants and other
experts selected by such Agent. As to any matters not expressly provided for by
the Loan Documents, each Agent shall in all cases be fully protected in acting,
or in refraining from acting, hereunder or thereunder in accordance with
instructions given by the Required Lenders or all of the Lenders as is required
in such circumstance, and such instructions of such Lenders and any action taken
or failure to act pursuant thereto shall be binding on all Secured Parties. For
purposes of applying amounts in accordance with this Section, each Agent shall
be entitled to rely upon any Secured Party that has entered into a Rate
Protection Agreement with any Obligor for a determination (which such Secured
Party agrees to provide or cause to be provided upon request of each Agent) of
the outstanding Obligations owed to such Secured Party under any Rate Protection
Agreement. Unless it has actual knowledge evidenced by way of




                                     -115-
<PAGE>   116

written notice from any such Secured Party and the Company to the contrary, each
Agent, in acting in such capacity under the Loan Documents, shall be entitled to
assume that no Rate Protection Agreements or Obligations in respect thereof are
in existence or outstanding between any Secured Party and any Obligor.

         SECTION 9.9. Defaults. Neither Agent shall be deemed to have knowledge
or notice of the occurrence of a Default unless such Agent has received a
written notice from a Lender or Holdings or any Borrower specifying such Default
and stating that such notice is a "Notice of Default". In the event that either
Agent receives such a notice of the occurrence of a Default, such Agent shall
give prompt notice thereof to the Lenders. Each Agent shall (subject to Section
11.1) take such action with respect to such Default as shall be directed by the
Required Lenders; provided, that unless and until such Agent shall have received
such directions, such Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default as it
shall deem advisable in the best interest of the Lenders except to the extent
that this Agreement expressly requires that such action be taken, or not be
taken, only with the consent or upon the authorization of the Required Lenders
or all Lenders, as applicable.

         SECTION 9.10. Documentation Agent. The Lender identified on the
signature pages of this Agreement as the "Documentation Agent" shall not have
any right, power, obligation, liability, responsibility or duty under this
Agreement (or any other Loan Document) other than those applicable to all
Lenders as such. Without limiting the foregoing, the Lender so identified as the
"Documentation Agent" shall not have or be deemed to have any fiduciary
relationship with any other Lender. Each Lender acknowledges that it has not
relied, and will not rely, on the Lender so identified as the "Documentation
Agent" in deciding to enter into this Agreement and each other Loan Document to
which it is a party or in taking or not taking action hereunder or thereunder.

         SECTION 9.11. Security Trust Deed. In order for the Lenders to become
beneficiaries under the Australian Security Trust Deed, the Administrative Agent
is hereby authorized and instructed to execute as agent on behalf each Lender an
Australian Accession Deed. Each Lender authorizes the Administrative Agent to
act as its representative for the purposes of the Australian Security Trust Deed
in connection with any communication or other dealings with the Australian
Security Trustee, and the Australian Security Trustee shall not be required to
accept any communication from any other party other than the Administrative
Agent with respect to any request, instruction, direction, approval, consent,
agreement or other instruction of the Lenders (as beneficiaries) under the
Australian Security Trust Deed.


                                    ARTICLE X

                   HOLDINGS AND INTERMEDIATE HOLDINGS GUARANTY

         SECTION 10.1. Guaranty. Each of Holdings and Intermediate Holdings
hereby, jointly and severally, absolutely, unconditionally and irrevocably



                                     -116-
<PAGE>   117



                  (a) guarantees the full and punctual payment when due, whether
         at stated maturity, by required prepayment, declaration, acceleration,
         demand or otherwise, of all Obligations of each Borrower and each other
         Obligor now or hereafter existing under this Agreement and each other
         Loan Document to which such Borrower and each other Obligor is or may
         become a party, whether for principal, interest, fees, expenses or
         otherwise (including all such amounts which would become due but for
         the operation of the automatic stay under Section 362(a) of the United
         States Bankruptcy Code, 11 U.S.C. Section 362(a), and the operation of
         Sections 502(b) and 506(b) of the United States Bankruptcy Code,
         11 U.S.C. Section 502(b) and Section 506(b)), and

                  (b) indemnifies and holds harmless each Lender for any and all
         costs and expenses (including reasonable attorney's fees and expenses)
         incurred by such Lender or such holder, as the case may be, in
         enforcing any rights under this Article X;

This Article X constitutes a guaranty of payment when due and not of collection,
and Holdings and Intermediate Holdings specifically agree that it shall not be
necessary or required that any Lender exercise any right, assert any claim or
demand or enforce any remedy whatsoever against any Borrower or any other
Obligor (or any other Person) before or as a condition to the obligations of
Holdings and Intermediate Holdings hereunder.

         SECTION 10.2. Acceleration of Obligations Hereunder. Holdings and
Intermediate Holdings agree that, in the event of the dissolution or insolvency
of any Borrower or any other Obligor, or the inability or failure of any
Borrower or any other Obligor to pay its debts as they become due, or an
assignment by any Borrower or any other Obligor for the benefit of creditors, or
the commencement of any case or proceeding in respect of any Borrower or any
other Obligor under any bankruptcy, insolvency or similar laws, and if such
event shall occur at a time when any of the Obligations of any Borrower or any
other Obligor may not then be due and payable, Holdings and Intermediate
Holdings agree that they will pay to the Lenders forthwith the full amount which
would be payable hereunder by such Borrower or such other Obligor if all such
Obligations were then due and payable.

         SECTION 10.3. Obligations Hereunder Absolute, etc. The obligations of
Holdings and Intermediate Holdings under this Article X shall in all respects be
a continuing, absolute, unconditional and irrevocable guaranty of payment, and
shall remain in full force and effect until all Obligations of each Borrower and
each other Obligor have been paid in full and all Commitments shall have
terminated. Holdings and Intermediate Holdings guarantee that the Obligations of
each Borrower and each other Obligor will be paid strictly in accordance with
the terms of this Agreement and each other Loan Document under which they arise,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of any Lender or any
holder of any Note with respect thereto. The liability of Holdings and
Intermediate Holdings under this Article X shall be absolute, unconditional and
irrevocable irrespective of:



                                     -117-
<PAGE>   118

                  (a) any lack of validity, legality or enforceability of other
         provisions of this Agreement or any other Loan Document;

                  (b) the failure of any Lender

                           (i)  to assert any claim or demand or to enforce any
                  right or remedy against any Borrower, any other Obligor or any
                  other Person (including any other guarantor) under the
                  provisions of this Agreement, any other Loan Document or
                  otherwise, or

                           (ii) to exercise any right or remedy against any
                  other guarantor of, or collateral securing, any Obligations of
                  any Borrower or any other Obligor;

                  (c) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Obligations of any Borrower or
         any other Obligor, or any other extension, compromise or renewal of any
         Obligation of any Borrower or any other Obligor;

                  (d) any reduction, limitation, impairment or termination of
         any Obligation of any Borrower or any other Obligor for any reason
         (other than the indefeasible payment in full in cash of such
         Obligation), including any claim of waiver, release, surrender,
         alteration or compromise, and shall not be subject to (and Holdings and
         Intermediate Holdings hereby waive any right to or claim of) any
         defense or setoff, counterclaim, recoupment or termination whatsoever
         by reason of the invalidity, illegality, nongenuineness, irregularity,
         compromise, unenforceability of, or any other event or occurrence
         affecting, any Obligation of any Borrower, any other Obligor or
         otherwise;

                  (e) any amendment to, rescission, waiver, or other
         modification of, or any consent to departure from, any of the other
         terms of this Agreement or any other Loan Document;

                  (f) any addition, exchange, release, surrender or
         non-perfection of any collateral, or any amendment to or waiver or
         release or addition of, or consent to departure from, any other
         guaranty, held by any Lender securing any of the Obligations of any
         Borrower or any other Obligor; or

                  (g) any other circumstance which might otherwise constitute a
         defense available to, or a legal or equitable discharge of, any
         Borrower, any other Obligor, any surety or any guarantor.

         SECTION 10.4. Reinstatement, etc. Holdings and Intermediate Holdings
agree that this Article X shall continue to be effective or be reinstated, as
the case may be, if at any time any payment (in whole or in part) of any of the
Obligations of any Borrower is rescinded or must otherwise be restored by any
Lender upon the insolvency, bankruptcy or reorganization of any Borrower or any
other Obligor or otherwise, all as though such payment had not been made.



                                     -118-
<PAGE>   119


         SECTION 10.5. Waiver, etc. Holdings and Intermediate Holdings hereby
waive promptness, diligence, notice of acceptance and any other notice with
respect to any of the Obligations of any Borrower or any other Obligor and this
Article X and any requirement that the Administrative Agent and any other Lender
protect, secure or perfect or insure any security interest or Lien, or any
property subject thereto, or exhaust any right or take any action against any
Borrower, any other Obligor or any other Person (including any other guarantor)
or entity or any collateral securing the Obligations of any Borrower or any
other Obligor, as the case may be.

         SECTION 10.6. Postponement of Subrogation. Holdings and Intermediate
Holdings agree that they will not exercise any rights which they may acquire by
way of subrogation under this Article X, by any payment made hereunder or
otherwise, until the prior payment, in full and in cash, of all Obligations of
each Borrower and each other Obligor. Any amount paid to Holdings and
Intermediate Holdings on account of any such subrogation rights prior to the
payment in full of all Obligations of each Borrower and each other Obligor shall
be held in trust for the benefit of the Lenders and shall immediately be paid to
the Lenders and credited and applied against the Obligations of each Borrower
and each other Obligor whether matured or unmatured, in accordance with the
terms of this Agreement; provided, however, that if all Obligations of each
Borrower and each other Obligor have been paid in full and all Commitments have
been permanently terminated, each Lender agrees that, at Holdings' and
Intermediate Holdings' request, the Lenders will execute and deliver to Holdings
and Intermediate Holdings appropriate documents (without recourse and without
representation or warranty) necessary to evidence the transfer by subrogation to
Holdings and Intermediate Holdings of an interest in the Obligations of each
Borrower and each other Obligor resulting from such payment by Holdings and
Intermediate Holdings. In furtherance of the foregoing, for so long as any
Obligations of any Borrower or any Commitments remain outstanding, Holdings and
Intermediate Holdings shall refrain from taking any action or commencing any
proceeding against any Borrower or any other Obligor (or its successors or
assigns), whether in connection with a bankruptcy proceeding or otherwise to
recover any amounts in respect of payments made under this Article X to any
Lender.

         SECTION 10.7. Successors, Transferees and Assigns; Transfers of Notes,
etc. Without limiting the generality of Section 11.11, any Lender may assign or
otherwise transfer (in whole or in part) any Obligation of any Borrower held by
it to any other Person, and such other Person shall thereupon become vested with
all rights and benefits in respect thereof granted to such Lender under any Loan
Document (including this Article X) or otherwise, subject, however, to any
contrary provisions in such assignment or transfer, and to the provisions of
Section 11.11 and Article IX of this Agreement.

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

         SECTION 11.1. Waivers, Amendments, etc.XI.1. Waivers, Amendments, etc.
The provisions of each Loan Document may from time to time be amended, modified
or waived, if such amendment, modification or waiver is




                                     -119-
<PAGE>   120

in writing and consented to by Holdings, Intermediate Holdings, the Borrowers
and the Required Lenders; provided, however, that no such amendment,
modification or waiver shall:

                  (a) modify this Section without the consent of all Lenders;

                  (b) increase the aggregate amount of any Credit Extensions
         required to be made by a Lender pursuant to its Commitments, extend the
         final Commitment Termination Date of Credit Extensions made (or
         participated in) by a Lender or reduce any fees described in Article
         III payable to any Lender without the consent of such Lender;

                  (c) extend the final Stated Maturity Date for any Lender's
         Loan, or reduce the principal amount of, rate of interest or fees on
         any Loan or Reimbursement Obligations (which shall in each case include
         the conversion of all or any part of the Obligations into equity of any
         Obligor), or extend the date on which interest or fees are payable in
         respect of such Loan or Reimbursement Obligation, in each case, without
         the consent of the Lender which has made such Loan or, in the case of a
         Reimbursement Obligation, the Issuer owed, and those Lenders
         participating in, such Reimbursement Obligation (it being understood
         and agreed, however, that any vote to rescind any acceleration made
         pursuant to Section 8.2 and Section 8.3 of amounts owing with respect
         to the Loans and other Obligations shall only require the vote of the
         Required Lenders);

                  (d) reduce the percentage set forth in the definition of
         "Required Lenders" or modify any requirement hereunder that any
         particular action be taken by all Lenders without the consent of all
         Lenders;

                  (e) except as otherwise expressly provided in a Loan Document,
         release (i) Holdings, Intermediate Holdings or any Borrower from its
         Obligations under the Loan Documents or any Guarantor from its
         Obligations under a Guaranty or (ii) all or substantially all of the
         collateral under the Loan Documents, in each case without the consent
         of all Lenders;

                  (f) (i) amend, modify or waive clause (b) of Section 3.1.1 or
         (ii) have the effect (either immediately or at some later time) of
         enabling any Borrower to satisfy a condition precedent to the making of
         a Revolving Loan or the issuance of a Letter of Credit unless such
         amendment, modification or waiver shall have been consented to by the
         holders of at least 51% of the Revolving Loan Commitments of the
         applicable Tranche.

                  (g) amend, modify or waive the provisions of clause (a)(i),
         (c) or (d) of Section 3.1.1 or clause (b) of Section 3.1.2, or effect
         any amendment, modification or waiver that by its terms adversely
         affects the rights of Lenders participating in any Tranche differently
         from those of other Lenders participating in other Tranches, unless
         such amendment, modification or waiver shall have been consented to by
         the holders of at least 51% of the aggregate amount of Loans
         outstanding under the Tranche or Tranches affected by such
         modification, or, in the case of a modification affecting any of the
         Revolving Loan




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<PAGE>   121

Commitments, the Lenders holding at least 51% of the Revolving Loan Commitments
of the applicable Tranche;

                  (h) change any of the terms of clause (e) of Section 2.1.4 or
         Section 2.3.2 without the consent of the Swing Line Lender; or

                  (i) affect adversely the interests, rights or obligations of
         either Agent (in its capacity as an Agent) or any Issuer (in its
         capacity as an Issuer), unless consented to by such Agent or such
         Issuer, as the case may be.

No failure or delay on the part of either Agent, any Issuer or any Lender in
exercising any power or right under any Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power or right
preclude any other or further exercise thereof or the exercise of any other
power or right. No notice to or demand on any Obligor in any case shall entitle
it to any notice or demand in similar or other circumstances. No waiver or
approval by either Agent, any Issuer or any Lender under any Loan Document
shall, except as may be otherwise stated in such waiver or approval, be
applicable to subsequent transactions. No waiver or approval hereunder shall
require any similar or dissimilar waiver or approval thereafter to be granted
hereunder.

         For purposes of this Section 11.1, the Syndication Agent, in
coordination with the Administrative Agent, shall have primary responsibility,
together with Holdings, Intermediate Holdings and the Borrowers, in the
negotiation, preparation and documentation relating to any amendment,
modification or waiver under this Agreement, any other Loan Document or any
other agreement or document related hereto or thereto contemplated pursuant to
this Section.

         SECTION 11.2. Notices; Time. All notices and other communications
provided under each Loan Document shall be in writing or by facsimile and
addressed, delivered or transmitted, if to either Agent or to Holdings or a
Borrower, to the applicable Person at its address or facsimile number set forth
below its signature in this Agreement, and if to a Lender or Issuer to the
applicable Person at its address or facsimile number set forth below its
signature in this Agreement or set forth in the Lender Assignment Agreement
pursuant to which it may become a Lender hereunder, or at such other address or
facsimile number as may be designated by any such party in a notice to the other
parties. Any notice, if mailed and properly addressed with postage prepaid or if
properly addressed and sent by pre-paid courier service, shall be deemed given
when received; any notice, if transmitted by facsimile, shall be deemed given
when the confirmation of transmission thereof is received by the transmitter.
Unless otherwise indicated, all references to the time of a day in a Loan
Document shall refer to New York time.

         SECTION 11.3. Payment of Costs and Expenses. Each of Holdings,
Intermediate Holdings and the Company agrees to pay on demand all expenses of
each Agent (including the reasonable fees and out-of-pocket expenses of Mayer,
Brown & Platt, counsel to the Agents and of local counsel, if any, who may be
retained by or on behalf of the Agents) in connection with



                                     -121-
<PAGE>   122

                  (a) the negotiation, preparation, execution and delivery of
         each Loan Document, including schedules and exhibits, and any
         amendments, waivers, consents, supplements or other modifications to
         any Loan Document as may from time to time hereafter be required,
         whether or not the transactions contemplated hereby are consummated;
         and

                  (b) the filing or recording of any Loan Document (including
         the Filing Statements) and all amendments, supplements, amendment and
         restatements and other modifications to any thereof, searches made
         following the Closing Date in jurisdictions where Filing Statements (or
         other documents evidencing Liens in favor of the Secured Parties) have
         been recorded and any and all other documents or instruments of further
         assurance required to be filed or recorded by the terms of any Loan
         Document; and

                  (c) the preparation and review of the form of any document or
         instrument relevant to any Loan Document.

Each of Holdings, Intermediate Holdings and the Company further agrees to pay,
and to save each Secured Party harmless from all liability for, any stamp or
other taxes which may be payable in connection with the execution or delivery of
each Loan Document, the Credit Extensions or the issuance of the Notes. Each of
Holdings, Intermediate Holdings and the Company also agrees to reimburse each
Secured Party upon demand for all reasonable out-of-pocket expenses (including
reasonable attorneys" fees and legal expenses of counsel to each Secured Party)
incurred by such Secured Party in connection with (x) the negotiation of any
restructuring or "work-out" with Holdings, Intermediate Holdings or any
Borrower, whether or not consummated, of any Obligations and (y) the enforcement
of any Obligations.

         SECTION 11.4. Indemnification. In consideration of the execution and
delivery of this Agreement by each Secured Party, each of Holdings, Intermediate
Holdings and the Company, jointly and severally, hereby indemnifies, exonerates
and holds each Secured Party and each of their respective officers, directors,
employees and agents (collectively, the "Indemnified Parties") free and harmless
from and against any and all actions, causes of action, suits, losses, costs,
liabilities and damages, and expenses incurred in connection therewith
(irrespective of whether any such Indemnified Party is a party to the action for
which indemnification hereunder is sought), including reasonable attorneys" fees
and disbursements, whether incurred in connection with actions between or among
the parties hereto or the parties hereto and third parties (collectively, the
"Indemnified Liabilities"), incurred by the Indemnified Parties or any of them
as a result of, or arising out of, or relating to

                  (a) any transaction financed or to be financed in whole or in
         part, directly or indirectly, with the proceeds of any Credit
         Extension, including all Indemnified Liabilities arising in connection
         with the Transaction;

                  (b) the entering into and performance of any Loan Document by
         any of the Indemnified Parties (including any action brought by or on
         behalf of Holdings, Intermediate Holdings or a Borrower as the result
         of any determination by the Required Lenders



                                     -122-
<PAGE>   123

         pursuant to Article V not to fund any Credit Extension, provided that
         any such action is resolved in favor of such Indemnified Party);

                  (c) any investigation, litigation or proceeding related to any
         acquisition or proposed acquisition by any Obligor or any Subsidiary
         thereof of all or any portion of the Capital Stock or assets of any
         Person, whether or not an Indemnified Party is party thereto;

                  (d) any investigation, litigation or proceeding related to any
         environmental cleanup, audit, compliance or other matter relating to
         the protection of the environment on, under or arising from any
         operations or property owned, leased or operated upon (including right
         of way easements) of Holdings or its Subsidiaries or the Release by any
         Obligor or any Subsidiary thereof of any Hazardous Material;

                  (e) the presence on or under, or the escape, seepage, leakage,
         spillage, discharge, emission, discharging or releases from, any
         operations of Obligor or Subsidiary or any real property owned, leased,
         or operated upon (including right of way easements) by any Obligor or
         any Subsidiary thereof of any Hazardous Material (including any losses,
         liabilities, damages, injuries, costs, expenses or claims asserted or
         arising under any Environmental Law), regardless of whether caused by,
         or within the control of, such Obligor or Subsidiary; or

                  (f) each Lender's Environmental Liability (the indemnification
         herein shall survive repayment of the Obligations and any transfer of
         the property of any Obligor or its Subsidiaries by foreclosure or by a
         deed in lieu of foreclosure for any Lender's Environmental Liability,
         regardless of whether caused by, or within the control of, such Obligor
         or such Subsidiary);

except for Indemnified Liabilities arising for the account of a particular
Indemnified Party by reason of the relevant Indemnified Party's gross negligence
or wilful misconduct. Each Obligor and its successors and assigns hereby waive,
release and agree not to make any claim or bring any cost recovery action
against, any Indemnified Party under CERCLA or any state equivalent, or any
similar law now existing or hereafter enacted. It is expressly understood and
agreed that to the extent that any Indemnified Party is strictly liable under
any Environmental Laws, each Obligor's obligation to such Indemnified Party
under this indemnity shall likewise be without regard to fault on the part of
any Obligor with respect to the violation or condition which results in
liability of an Indemnified Party. If and to the extent that the foregoing
undertaking may be unenforceable for any reason, each Obligor agrees to make the
maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

         SECTION 11.5. Survival. The obligations of Holdings,
Intermediate Holdings and the Borrowers under Sections 4.3, 4.4, 4.5, 4.6, 11.3
and 11.4, and the obligations of the Lenders under Section 9.1, shall in each
case survive any assignment from one Lender to another (in the case of Sections
11.3 and 11.4) and the occurrence of the Termination Date. The representations




                                     -123-
<PAGE>   124

and warranties made by each Obligor in each Loan Document shall survive the
execution and delivery of such Loan Document.

         SECTION 11.6. Severability. Any provision of any Loan Document which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of such Loan
Document or affecting the validity or enforceability of such provision in any
other jurisdiction.

         SECTION 11.7. Headings. The various headings of each Loan Document are
inserted for convenience only and shall not affect the meaning or interpretation
of such Loan Document or any provisions thereof.

         SECTION 11.8. Execution in Counterparts, Effectiveness, etc. This
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be an original and all of which shall constitute together but one
and the same agreement. This Agreement shall become effective (the "Effective
Date") when counterparts hereof executed on behalf of Holdings, Intermediate
Holdings and each Borrower, each Agent and each Lender (or notice thereof
satisfactory to the Agents), shall have been received by the Agents.

         SECTION 11.9. Governing Law; Entire Agreement. EACH LOAN DOCUMENT
(OTHER THAN THE LETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW AND EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) WILL EACH BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK). EACH LETTER OF CREDIT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN
SUCH LETTER OF CREDIT, OR IF NO LAWS OR RULES ARE DESIGNATED, THE INTERNATIONAL
STANDBY PRACTICES (ISP98--INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER
590 (THE "ISP RULES")) AND, AS TO MATTERS NOT GOVERNED BY THE ISP RULES, THE
INTERNAL LAWS OF THE STATE OF NEW YORK. The Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter
thereof and supersede any prior agreements, written or oral, with respect
thereto.

         SECTION 11.10. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that neither Holdings nor
Intermediate Holdings nor the Borrowers may assign or transfer their rights or
obligations hereunder without the consent of all Lenders.

         SECTION 11.11. Sale and Transfer of Credit Extensions; Participations
in Credit Extensions Notes. Each Lender may assign, or sell participations in,
its Loans, Letters of Credit and Commitments to one or more other Persons in
accordance with this the terms set forth below.



                                     -124-
<PAGE>   125

         SECTION 11.11.1.  Assignments. Any Lender (an "Assignor Lender"),

                  (a) with the written consents of Holdings, the Agents and (in
         the case of any assignment of U.S. Revolving Loan Commitments and
         related participations in Letters of Credit, Letter of Credit
         Outstandings and Swing Line Loans) the Issuers (which consents (i)
         shall not be unreasonably delayed or withheld, (ii) of Holdings shall
         not be required upon the occurrence and during the continuance of any
         Event of Default and (iii) of the Agents and the Issuers shall not be
         required in the case of any assignment made by DLJ or any of its
         Affiliates), may at any time assign and delegate to one or more
         commercial banks, funds that are regularly engaged in making,
         purchasing or investing in loans or securities, or other financial
         institutions, and

                  (b) with notice to Holdings, the Agents, and (in the case of
         any assignment of U.S. Revolving Loan Commitments and related
         participations in Letters of Credit, Letter of Credit Outstandings and
         Swing Line Loans) the Issuers, but without the consent of Holdings,
         each of the Agents or the Issuers, may assign and delegate to any of
         its Affiliates or Related Funds or to any other Lender or any Affiliate
         or Related Fund of any other Lender

(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "Assignee Lender"), all or any fraction of such Assignor Lender's Loans
and Commitments (and in the case of any assignment of U.S. Revolving Loan
Commitments, related participations in Letters of Credit, Letter of Credit
Outstandings and Swing Line Loans) (which assignment and delegation shall be,
(i) as among U.S. Revolving Loan Commitments, Revolving Loans and participations
in Letters of Credit, Letter of Credit Outstandings and Swing Line Loans, (ii)
as among Canadian Revolving Loan Commitments and Canadian Loans and (iii) as
among Australian Revolving Loan Commitments and Australian Revolving Loans, in
each case, of a constant, and not a varying, percentage) is in a minimum
aggregate amount of (i) $1,000,000 (provided that (1) assignments that are made
on the same day to funds that (x) invest in commercial loans and (y) are managed
or advised by the same investment advisor or any Affiliate of such investment
advisor may be treated as a single assignment for purposes of the minimum amount
and (2) no minimum amount shall be required in the case of any assignment
between two Lenders (or to any Affiliate or Related Fund of such Assignor
Lender) so long as the Assignor Lender has an aggregate amount of Loans and
Commitments of at least $1,000,000 following such assignment) unless Holdings
and the Agents otherwise consent or (ii) the then remaining amount of such
Assignor Lender's Loans and Commitments; provided, however, that any such
Assignee Lender will comply, if applicable, with the provisions contained in
Section 4.6 and Holdings, each Borrower, each other Obligor and the Agents shall
be entitled to continue to deal solely and directly with such Assignor Lender in
connection with the interests so assigned and delegated to an Assignee Lender
until

                  (c) written notice of such assignment and delegation, together
         with payment instructions, addresses and related information with
         respect to such Assignee Lender, shall




                                     -125-
<PAGE>   126

have been given to Holdings and the Agents by such Assignor Lender and such
Assignee Lender;

                  (d) such Assignee Lender shall have executed and delivered to
         Holdings and the Agents a Lender Assignment Agreement, accepted by the
         Agents;

                  (e) the processing fees described below shall have been paid;
         and

                  (f) the Administrative Agent shall have registered such
         assignment and delegation in the Register pursuant to clause (b) of
         Section 2.7.

From and after the date that the Agents accept such Lender Assignment Agreement
and such assignment and delegation is registered pursuant to clause (b) of
Section 2.7, (x) the Assignee Lender thereunder shall be deemed automatically to
have become a party hereto and to the extent that rights and obligations
hereunder have been assigned and delegated to such Assignee Lender in connection
with such Lender Assignment Agreement, shall have the rights and obligations of
a Lender hereunder and under the other Loan Documents (including the
Intercreditor Agreement), and (y) the Assignor Lender, to the extent that rights
and obligations hereunder have been assigned and delegated by it in connection
with such Lender Assignment Agreement, shall be released from its obligations
hereunder and under the other Loan Documents (including the Intercreditor
Agreement). Any Assignor Lender that shall have previously requested and
received any Note or Notes in respect of any Tranche to which any such
assignment applies shall, upon the acceptance by the Administrative Agent of the
applicable Lender Assignment Agreement, mark such Note or Notes "exchanged" and
deliver them to the applicable Borrower (against, if the Assignor Lender has
retained Loans or Commitments with respect to the applicable Tranche and has
requested replacement Notes pursuant to clause (b)(ii) of Section 2.7, its
receipt from the applicable Borrower of replacement Notes in the principal
amount of the Loans and Commitments of the applicable Tranche retained by it).
Such Assignor Lender or such Assignee Lender (unless the Assignor Lender or the
Assignee Lender is DLJ or one of its Affiliates) must also pay a processing fee
to the Administrative Agent upon delivery of any Lender Assignment Agreement in
the amount of $3,500, unless such assignment and delegation is by a Lender to
its Affiliate or Related Fund or if such assignment and delegation is by a
Lender to a Federal Reserve Bank, as provided below or is otherwise consented to
by the Administrative Agent. Any attempted assignment and delegation not made in
accordance with this Section 11.11.1 shall be null and void. Nothing contained
in this Section 11.11.1 shall prevent or prohibit any Lender from pledging its
rights (but not its obligations to make Loans or participate in Letters of
Credit, Letter of Credit Outstandings or Swing Line Loans) under this Agreement
and/or its Loans hereunder to a Federal Reserve Bank in support of borrowings
made by such Lender from such Federal Reserve Bank and any Lender that is a fund
that invests in bank loans may pledge all or any portion of its rights (but not
its obligations to make Loans or participate in Letters of Credit or Letter of
Credit Outstandings) hereunder to any trustee or any other holder or
representative of holders of obligations owed or securities issued by such fund
as security for such obligations or securities. In the event that S&P, Moody's
or Thompson's BankWatch (or InsuranceWatch Ratings Service, in the case of
Lenders that are insurance companies (or Best's Insurance Reports, if such
insurance company is not rated




                                     -126-
<PAGE>   127

by Insurance Watch Ratings Service)) shall, after the date that any Lender with
a Commitment to make U.S. Revolving Loans or participate in Letters of Credit,
Letter of Credit Outstandings or Swing Line Loans becomes a Lender, downgrade
the long-term certificate of deposit rating or long-term senior unsecured debt
rating of such Lender, and the resulting rating shall be below BBB+, Baa or B
(or BB, in the case of Lender that is an insurance company (or B++, in the case
of an insurance company not rated by InsuranceWatch Ratings Service))
respectively, then the applicable Issuer or Holdings shall have the right, but
not the obligation, upon notice to such Lender and the Agents, to replace such
Lender with an Assignee Lender in accordance with and subject to the
restrictions contained in this Section, and such Lender hereby agrees to
transfer and assign without recourse (in accordance with and subject to the
restrictions contained in this Section) all its interests, rights and
obligations in respect of its U.S. Revolving Loan Commitment under this
Agreement to such Assignee Lender; provided, however, that (i) no such
assignment shall conflict with any law, regulation or order of any governmental
authority and (ii) such Assignee Lender shall pay to such Lender in immediately
available funds on the date of such assignment the principal of and interest and
fees (if any) accrued to the date of payment on the Loans made, and Letters of
Credit participated in, by such Lender hereunder and all other amounts accrued
for such Lender's account or owed to it hereunder.

         SECTION 11.11.2. Participations. Any Lender may sell to one or more
commercial banks or other Persons (each of such commercial banks and other
Persons being herein called a "Participant") participating interests in any of
the Loans, Commitments, or other interests of such Lender hereunder; provided,
however, that

                  (a) no participation contemplated in this Section shall
         relieve such Lender from its Commitments or its other obligations under
         any Loan Document;

                  (b) such Lender shall remain solely responsible for the
         performance of its Commitments and such other obligations;

                  (c) each Obligor and the Administrative Agent shall continue
         to deal solely and directly with such Lender in connection with such
         Lender's rights and obligations under each Loan Document;

                  (d) no Participant, unless such Participant is an Affiliate of
         such Lender or is itself a Lender, shall be entitled to require such
         Lender to take or refrain from taking any action under any Loan
         Document, except that such Lender may agree with any Participant that
         such Lender will not, without such Participant's consent, take any
         actions of the type described in clauses (a), (b), (c) or (f) of
         Section 11.1 with respect to Obligations participated in by such
         Participant; and

                  (e) the Borrowers shall not be required to pay any amount
         under this Agreement that is greater than the amount which it would
         have been required to pay had no participating interest been sold.


                                     -127-
<PAGE>   128



Each Borrower and Holdings acknowledges and agrees that each Participant, for
purposes of Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 7.1.1, 11.3 and 11.4, shall
be considered a Lender. Each Participant shall only be indemnified for increased
costs pursuant to Section 4.3, 4.5 or 4.6 if and to the extent that the Lender
which sold such participating interest to such Participant concurrently is
entitled to make, and does make, a claim on the applicable Borrower for such
increased costs. Any Lender that sells a participating interest in any Loan,
Commitment or other interest to a Participant under this Section shall indemnify
and hold harmless Holdings and the Borrowers and the Administrative Agent from
and against any taxes, penalties, interest or other costs or losses (including
reasonable attorneys' fees and expenses) incurred or payable by Holdings and the
Borrowers or the Administrative Agent as a result of the failure of Holdings and
the Borrowers or the Administrative Agent to comply with its obligations to
deduct or withhold any Taxes from any payments made pursuant to this Agreement
to such Lender or the Administrative Agent, as the case may be, which Taxes
would not have been incurred or payable if such Participant had been a Non-U.S.
Lender that was entitled to deliver to the Company, the Administrative Agent or
such Lender, and did in fact so deliver, a duly completed and valid Form W-8BEN
or W-8ECI (or applicable successor form) entitling such Participant to receive
payments under this Agreement without deduction or withholding of any United
States federal taxes.

         SECTION 11.12. Other Transactions. Nothing contained herein shall
preclude the Administrative Agent, any Issuer or any other Lender from engaging
in any transaction, in addition to those contemplated by the Loan Documents,
with Holdings, Intermediate Holdings, any Borrower or any of their Affiliates in
which such Obligor or such Affiliate is not restricted hereby from engaging with
any other Person.

         SECTION 11.13. Judgment Currency. (a) If, for the purpose of obtaining
judgment in any court, it is necessary to convert a sum due hereunder (including
under Section 9.1), under any Note or under any other Loan Document in another
currency into U.S. Dollars or into a Foreign Currency, as the case may be, the
parties hereto agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which, in accordance with normal
banking procedures, the applicable Secured Party could purchase such other
currency with U.S. Dollars or with such Foreign Currency, as the case may be, in
New York City, New York at the close of business on the Business Day immediately
preceding the day on which final judgment is given, together with any premiums
and costs of exchange payable in connection with such purchase.

         (b) The obligation of each Borrower, Intermediate Holdings and Holdings
in respect of any sum due from it to any Agent or any Lender hereunder, under
any Note or under any other Loan Document shall, notwithstanding any judgment in
a currency other than U.S. Dollars or a Foreign Currency, as the case may be, be
discharged only to the extent that on the Business Day next succeeding receipt
by such Agent or such Lender of any sum adjudged to be so due in such other
currency, such Agent or such Lender may, in accordance with normal banking
procedures, purchase U.S. Dollars or such Foreign Currency, as the case may be,
with such other currency. If the U.S. Dollars or such Foreign Currency so
purchased are less than the sum originally due to such Agent or such Lender in
U.S. Dollars or in such Foreign Currency, such Borrower and




                                     -128-
<PAGE>   129

Holdings agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify such Agent or such Lender against such loss.

         SECTION 11.14. Forum Selection and Consent to Jurisdiction. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE LENDERS, ANY ISSUER OR HOLDINGS
OR ANY BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND
MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT
ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE AGENTS' OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH BORROWER IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES
SPECIFIED IN SECTION 11.2. EACH OF HOLDINGS AND EACH BORROWER HEREBY EXPRESSLY
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH BORROWER HEREBY
IRREVOCABLY APPOINTS CT CORPORATION SYSTEMS (THE "PROCESS AGENT"), WITH AN
OFFICE ON THE DATE HEREOF AT 111 EIGHTH AVENUE, 13TH FLOOR, NEW YORK, NEW YORK
10011, UNITED STATES, AS ITS AGENT TO RECEIVE, ON THE BORROWER'S BEHALF AND ON
BEHALF OF THE BORROWER'S PROPERTY, SERVICE OF COPIES OF THE SUMMONS AND
COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR
PROCEEDING. SUCH SERVICE MAY BE MADE BY MAILING TO THE BORROWER AS PROVIDED IN
SECTION 11.2 OR DELIVERING A COPY OF SUCH PROCESS TO EACH BORROWER IN CARE OF
THE PROCESS AGENT AT THE PROCESS AGENT'S ABOVE ADDRESS, AND THE BORROWER HEREBY
IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON
ITS BEHALF. AS AN ALTERNATIVE METHOD OF SERVICE, THE BORROWER FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. TO THE
EXTENT THAT ANY BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH



                                     -129-
<PAGE>   130

RESPECT TO ITSELF OR ITS PROPERTY, EACH OF HOLDINGS AND EACH BORROWER HEREBY
IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.

         SECTION 11.15. Waiver of Jury Trial. EACH AGENT, EACH LENDER, EACH
ISSUER AND EACH OF HOLDINGS AND EACH BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
SUCH AGENT, SUCH LENDER, SUCH ISSUER OR EACH OF HOLDINGS AND EACH BORROWER IN
CONNECTION THEREWITH. ANY BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED
FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION
OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR EACH AGENT, EACH LENDER AND EACH ISSUER ENTERING INTO
THE LOAN DOCUMENTS.

         SECTION 11.16. Independence of Covenants. All covenants contained in
this Agreement and each other Loan Document shall be given independent effect
such that, in the event a particular action or condition is not permitted by any
of such covenants, the fact that it would be permitted by an exception to, or be
otherwise within the limitations of, another covenant shall not, unless
expressly so provided in such first covenant, avoid the occurrence of Default or
an Event of Default if such action is taken or such condition exists.






                                     -130-
<PAGE>   131

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


                                     RAILAMERICA, INC.


                                     By: /s/ Donald Redfearn
                                         ____________________________
                                         Name:
                                         Title:

                                     Address:     5300 Broken Sound Blvd. N.W.
                                                  Boca Raton, FL 33487

                                     Facsimile No.: (561) 994-3929

                                     Attention:   Donald Redfearn


                                     PALM BEACH RAIL HOLDING, INC.



                                     By: /s/ Donald Redfearn
                                         ____________________________
                                         Name:
                                         Title:

                                     Address:     5300 Broken Sound Blvd. N.W.
                                                  Boca Raton, FL 33487

                                     Facsimile No.:  (561) 994-3929

                                     Attention:  Donald Redfearn





<PAGE>   132




                                     RAILAMERICA TRANSPORTATION CORP.



                                     By: /s/ Donald Redfearn
                                         ____________________________
                                         Name:
                                         Title:

                                     Address:     5300 Broken Sound Blvd. N.W.
                                                  Boca Raton, FL 33487

                                     Facsimile No.:  (561) 994-3929

                                     Attention:  Donald Redfearn


                                     FREIGHT VICTORIA LIMITED


                                     By: /s/ Marinus Van Onselen
                                         _____________________________
                                         Name:
                                         Title:

                                     Address:     Level 1
                                                  589 Collins Street
                                                  Melbourne, Victoria 3000
                                                  Australia

                                     Facsimile No.: 011-61-3-9619-1311

                                     Attention: Marinus Van Onselen





<PAGE>   133




                                     RAILINK LTD.


                                     By: /s/ Donald Redfearn
                                         __________________________
                                         Name:
                                         Title:

                                     Address:     5300 Broken Sound Blvd. N.W.
                                                  Boca Raton, FL 33487

                                     Facsimile No.:  (561) 994-3929

                                     Attention:   Donald Redfearn



                                     DLJ CAPITAL FUNDING, INC., as the
                                         Syndication Agent and Lender


                                     By: /s/ Diane Albanese
                                         ___________________________
                                        Title:

                                     Address:     277 Park Avenue
                                                  New York, NY 10172

                                     Facsimile No.: (212) 892-6031

                                     Attention: Diane Albanese




<PAGE>   134





                                     THE BANK OF NOVA SCOTIA, as the
                                         Administrative Agent and Lender


                                     By: /s/ Stephen Lockhart
                                         _____________________________
                                         Name:
                                         Title:

                                     Address:     One Liberty Plaza
                                                  26th Floor
                                                  New York, NY 10026

                                     Facsimile No.: (212) 225-5090

                                     Attention: Stephen Lockhart



                                     ING (U.S.) CAPITAL LLC,
                                         as the Documentation Agent and Lender


                                     By: /s/ William Redmond
                                         ____________________________
                                         Name:
                                         Title:

                                     Address:     55 East 52nd Street
                                                  32nd Floor
                                                  New York, NY 10055

                                     Facsimile No.: (212) 409-7813

                                     Attention: William Redmond




<PAGE>   135
]




                                     FLEET NATIONAL BANK,
                                         as the Documentation Agent and Lender


                                     By: /s/ Robert Gamba
                                         ____________________________
                                         Name:
                                         Title:

                                     Address:     1185 Avenue of the Americas
                                                  16th Floor
                                                  New York, NY 10036

                                     Facsimile No.: (212) 819-6201

                                     Attention: Robert Gamba













<PAGE>   136






                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
Section                                                                                                        Page

                                           ARTICLE I
                                 DEFINITIONS AND ACCOUNTING TERMS
<S>     <C>                                                                                                         <C>
1.1.    Defined Terms.............................................................................................4
1.2.    Use of Defined Terms.....................................................................................46
1.3.    Cross-References.........................................................................................46
1.4.    Accounting and Financial Determinations..................................................................46
1.5.    BBSY Rate................................................................................................47

                                           ARTICLE II
                                COMMITMENTS, BORROWING AND ISSUANCE
                              PROCEDURES, NOTES AND LETTERS OF CREDIT
2.1.   Commitments...............................................................................................47
2.1.1.  Revolving Loan Commitment and Swing Line Loan Commitment.................................................47
2.1.2.  Letter of Credit Commitment..............................................................................48
2.1.3.  Term Loan Commitment.....................................................................................49
2.1.4.  Lenders Not Permitted or Required to Make the Loans......................................................49
2.1.5.  Issuer Not Permitted or Required to Issue Letters of Credit..............................................50
2.2.    Reduction of the Commitment Amounts......................................................................50
2.2.1.  Optional.................................................................................................50
2.2.2.  Mandatory................................................................................................51
2.3.    Borrowing Procedures.....................................................................................51
2.3.1.  Borrowing Procedure......................................................................................51
2.3.2.  Swing Line Loans.........................................................................................52
2.4.    Continuation and Conversion Elections....................................................................53
2.4.1.  Converting Canadian Prime Rate Loans to, or Continuing Canadian BAs as, Canadian BAs.....................53
2.4.2.  Converting Canadian BAs to Canadian Prime Rate Loans.....................................................54
2.5.    Funding..................................................................................................54
2.6.    Issuance Procedures......................................................................................54
2.6.1.  Other Lenders' Participation.............................................................................55
2.6.2.  Disbursements............................................................................................55
2.6.3.  Reimbursement............................................................................................55
2.6.4.  Deemed Disbursements.....................................................................................56
2.6.5.  Nature of Reimbursement Obligations......................................................................56
2.7.    Register; Notes..........................................................................................57
2.8.    Canadian BAs.............................................................................................58
2.8.1.  Funding of Canadian BA...................................................................................58
</TABLE>



<PAGE>   137



<TABLE>
<S>      <C>                                                                                                      <C>
2.8.3.   Execution of Canadian BAs................................................................................59
2.8.4.   Special Provisions Relating to Acceptance Notes..........................................................60

                                          ARTICLE III
                            REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
3.1.     Repayments and Prepayments; Application..................................................................60
3.1.1.   Repayments and Prepayments...............................................................................60
3.1.2.   Application..............................................................................................66
3.2.     Interest Provisions......................................................................................66
3.2.1.   Rates....................................................................................................67
3.2.2.   Post-Default Rates.......................................................................................67
3.2.3.   Payment Dates............................................................................................67
3.3.     Fees.....................................................................................................68
3.3.1.   Commitment Fee...........................................................................................68
3.3.2.   Agents' Fee..............................................................................................69
3.3.3.   Letter of Credit Fee.....................................................................................69

                                            ARTICLE IV
                                CERTAIN LIBO RATE AND OTHER PROVISIONS
4.1.     LIBO Rate Lending Unlawful...............................................................................69
4.2.     Deposits Unavailable; Circumstances making Canadian BAs Unavailable......................................70
4.3.     Increased LIBO Rate Loan Costs, etc......................................................................70
4.4.     Funding Losses...........................................................................................71
4.5.     Increased Capital Costs..................................................................................71
4.6.     Taxes....................................................................................................72
4.7.     Payments, Computations, etc..............................................................................74
4.8.     Sharing of Payments......................................................................................75
4.9.     Setoff...................................................................................................75
4.10.    Replacement of Lenders...................................................................................76

                                             ARTICLE V
                                CONDITIONS TO CREDIT EXTENSIONS
5.1.     Initial Credit Extension.................................................................................76
5.1.1.   Resolutions, etc.........................................................................................76
5.1.2.   Transaction Consummated..................................................................................77
5.1.3.   Transaction Documents....................................................................................78
5.1.4.   Closing Date Certificate.................................................................................78
5.1.5.   Delivery of Notes........................................................................................78
5.1.6.   Payment of Outstanding Indebtedness, etc.................................................................78
</TABLE>



                                      -ii-
<PAGE>   138


<TABLE>
Section                                                                                                        Page
<S>       <C>                                                                                                       <C>
5.1.7.    Closing Fees, Expenses, etc............................................................................79
5.1.8.    Financial Information, Material Adverse Change.........................................................79
5.1.9.    Opinions of Counsel....................................................................................79
5.1.10.   Filing Agent, etc......................................................................................80
5.1.11.   Subsidiary Guaranty....................................................................................80
5.1.12.   Solvency Certificate...................................................................................80
5.1.13.   Pledge and Security Agreements.........................................................................80
5.1.14.   Trademark Security Agreement...........................................................................83
5.1.15.   Foreign Pledge Agreements..............................................................................83
5.1.16.   Insurance..............................................................................................83
5.1.17.   Mortgage...............................................................................................83
5.1.18.   Litigation.............................................................................................83
5.1.19.   Minimum EBITDA.........................................................................................84
5.1.20.   Corporate, Tax and Capital Structure...................................................................84
5.1.21.   Approvals..............................................................................................84
5.1.22.   Environmental Assessment...............................................................................84
5.1.23.   Appraisal of Assets....................................................................................84
5.1.24.   Foreign Acquisitions and Takeovers Act Approval........................................................84
5.1.25.   Delivery of Counterparts to the Intercreditor Agreement................................................85
5.2.      All Credit Extensions..................................................................................85
5.2.1.    Compliance with Warranties, No Default, etc............................................................85
5.2.2.    Credit Extension Request, etc..........................................................................85
5.2.3.    Satisfactory Legal Form................................................................................85

                                         ARTICLE VI
                               REPRESENTATIONS AND WARRANTIES
6.1.      Organization, etc......................................................................................86
6.2.      Due Authorization, Non-Contravention, etc..............................................................86
6.3.      Government Approval, Regulation, etc...................................................................86
6.4.      Validity, etc..........................................................................................87
6.5.      Financial Information..................................................................................87
6.6.      No Material Adverse Change.............................................................................87
6.7.      Litigation, Labor Controversies, etc...................................................................87
6.8.      Subsidiaries...........................................................................................88
6.9.      Ownership of Properties................................................................................88
6.10.     Taxes..................................................................................................88
6.11.     Pension and Welfare Plans..............................................................................88
6.12.     Environmental Warranties...............................................................................89
6.13.     Accuracy of Information................................................................................90
6.14.     Regulations U and X....................................................................................90
6.15.     Year 2000..............................................................................................90
</TABLE>



                                      -iii-
<PAGE>   139



<TABLE>
Section                                                                                                        Page
<S>       <C>                                                                                                       <C>
6.16.     Issuance of Subordinated Debt; Status of Obligations as Senior
          Indebtedness, etc......................................................................................91
6.17.     Solvency...............................................................................................91

                                                 ARTICLE VII
                                                  COVENANTS
7.1.      Affirmative Covenants..................................................................................91
7.1.1.    Financial Information, Reports, Notices, etc...........................................................92
7.1.2.    Maintenance of Existence; Compliance with Laws, etc....................................................94
7.1.3.    Maintenance of Properties..............................................................................95
7.1.4.    Insurance..............................................................................................95
7.1.5.    Books and Records......................................................................................95
7.1.6.    Environmental Law Covenant.............................................................................96
7.1.7.    Use of Proceeds........................................................................................96
7.1.8.    Future Guarantors, Security, etc.......................................................................97
7.1.9.    Rate Protection Agreements.............................................................................97
7.1.10.   Use of Proceeds of Holdings Disposition of Capital Stock or Assets.....................................97
7.2.      Negative Covenants.....................................................................................98
7.2.1.    Business Activities....................................................................................98
7.2.2.    Indebtedness...........................................................................................98
7.2.3.    Liens.................................................................................................100
7.2.4.    Financial Covenants...................................................................................102
7.2.5.    Investments...........................................................................................104
7.2.6.    Restricted Payments, etc..............................................................................105
7.2.7.    Capital Expenditures, etc.............................................................................105
7.2.8.    No Prepayment of Certain Debt.........................................................................106
7.2.9.    Capital Stock of Subsidiaries.........................................................................107
7.2.10.   Consolidation, Merger, etc............................................................................107
7.2.11.   Permitted Dispositions................................................................................108
7.2.12.   Modification of Certain Agreements....................................................................108
7.2.13.   Transactions with Affiliates..........................................................................109
7.2.14.   Restrictive Agreements, etc...........................................................................109
7.2.15.   Sale and Leaseback....................................................................................110

                                                ARTICLE VIII
                                              EVENTS OF DEFAULT
8.1.      Listing of Events of Default..........................................................................110
8.1.1.    Non-Payment of Obligations............................................................................110
8.1.2.    Breach of Warranty....................................................................................110
8.1.3.    Non-Performance of Certain Covenants and Obligations..................................................110
</TABLE>


                                      -iv-
<PAGE>   140


<TABLE>
<CAPTION>
                                                                                                              Page
<C>                                                                                                           <C>
8.1.4.   Non-Performance of Other Covenants and Obligations....................................................110
8.1.5.   Default on Other Indebtedness.........................................................................111
8.1.6.   Judgments.............................................................................................111
8.1.7.   Pension Plans.........................................................................................111
8.1.8.   Change in Control.....................................................................................111
8.1.9.   Bankruptcy, Insolvency, etc...........................................................................111
8.1.10.  Impairment of Security, etc...........................................................................112
8.1.11.  Failure of Subordination..............................................................................112
8.1.12.  Failure to Refinance or Extend the Subordinated Bridge Notes..........................................113
8.2.     Action if Bankruptcy..................................................................................113
8.3.     Action if Other Event of Default......................................................................113

                                           ARTICLE IX
                                    THE ADMINISTRATIVE AGENT
9.1.     Actions...............................................................................................113
9.2.     Funding Reliance, etc.................................................................................114
9.3.     Exculpation...........................................................................................114
9.4.     Successor.............................................................................................115
9.5.     Credit Extensions by each Agent and Issuer............................................................115
9.6.     Credit Decisions......................................................................................116
9.7.     Copies, etc...........................................................................................116
9.8.     Reliance by Agents....................................................................................116
9.9.     Defaults..............................................................................................116
9.10.    Documentation Agent...................................................................................117
9.11.    Security Trust Deed...................................................................................117

                                           ARTICLE X
                            HOLDINGS AND INTERMEDIATE HOLDINGS GUARANTY
10.1.    Guaranty..............................................................................................117
10.2.    Acceleration of Obligations Hereunder.................................................................118
10.3.    Obligations Hereunder Absolute, etc...................................................................118
10.4.    Reinstatement, etc....................................................................................119
10.5.    Waiver, etc...........................................................................................119
10.6.    Postponement of Subrogation...........................................................................120
10.7.    Successors, Transferees and Assigns; Transfers of Notes, etc..........................................120
</TABLE>



                                      -v-
<PAGE>   141

<TABLE>
<C>                                                                                                           <C>
                                               ARTICLE XI
                                      MISCELLANEOUS PROVISIONS
11.1.       Waivers, Amendments, etc................................ ...........................................120
11.2.       Notices; Time.......................................................................................122
11.3.       Payment of Costs and Expenses.......................................................................122
11.4.       Indemnification.....................................................................................123
11.5.       Survival............................................................................................124
11.6.       Severability........................................................................................125
11.7.       Headings............................................................................................125
11.8.       Execution in Counterparts, Effectiveness, etc.......................................................125
11.9.       Governing Law; Entire Agreement.....................................................................125
11.10       Successors and Assigns..............................................................................125
11.11.      Sale and Transfer of Credit Extensions; Participations in Credit Extensions Notes...................125
11.11.1.    Assignments.........................................................................................126
11.11.2.    Participations......................................................................................128
11.12.      Other Transactions..................................................................................129
11.13.      Judgment Currency...................................................................................129
11.14.      Forum Selection and Consent to Jurisdiction.........................................................130
11.15.      Waiver of Jury Trial................................................................................131
11.16.      Independence of Covenants...........................................................................131
</TABLE>



                                      -vi-