<PAGE>   1
================================================================================
                                                                   Exhibit 10.31

                                CREDIT AGREEMENT

                         Dated as of September 25, 2000

                                      among

                         CATALINA MARKETING CORPORATION,

                       THE INSTITUTIONS FROM TIME TO TIME
                           PARTIES HERETO AS LENDERS,

                                  BANK ONE, NA,
                             as Administrative Agent

                           FIRST UNION NATIONAL BANK,
                              as Syndication Agent

                                       and

                              WACHOVIA BANK, N.A.,
                             as Documentation Agent


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


                         BANC ONE CAPITAL MARKETS, INC.,
                      as Lead Arranger and Sole Bookrunner


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


                                 SIDLEY & AUSTIN
                                 Bank One Plaza
                            10 South Dearborn Street
                             Chicago, Illinois 60603


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

SECTION                                                                                                         PAGE
-------                                                                                                         ----
<S>                   <C>                                                                                       <C>
ARTICLE I:            DEFINITIONS.................................................................................1
             1.1      Certain Defined Terms.......................................................................1
             1.2      References.................................................................................22

ARTICLE II:           THE REVOLVING LOAN FACILITY................................................................22
             2.1      Revolving Loans............................................................................22
             2.2      Swing Line Loans...........................................................................23
             2.3      Rate Options for all Advances; Maximum Interest Periods....................................25
             2.4      Optional Payments; Mandatory Prepayments...................................................25
             2.5      Increases and Reduction of Revolving Loan Commitments......................................25
             2.6      Method of Borrowing........................................................................29
             2.7      Method of Selecting Types and Interest Periods for Advances................................29
             2.8      Minimum Amount of Each Advance.............................................................29
             2.9      Method of Selecting Types and Interest Periods for Conversion and Continuation of
                      Advances...................................................................................30
             2.10     Default Rate...............................................................................30
             2.11     Method of Payment..........................................................................30
             2.12     Evidence of Debt...........................................................................31
             2.13     Telephonic Notices.........................................................................32
             2.14     Promise to Pay; Interest and Commitment Fees; Interest Payment Dates; Interest and Fee
                      Basis; Loan and Control Accounts...........................................................32
             2.15     Notification of Advances, Interest Rates, Prepayments and Aggregate Revolving Loan
                      Commitment Reductions......................................................................34
             2.16     Lending Installations......................................................................35
             2.17     Non-Receipt of Funds by the Administrative Agent...........................................35
             2.18     Termination Date...........................................................................35
             2.19     Replacement of Certain Lenders.............................................................36

ARTICLE III:          THE LETTER OF CREDIT FACILITY..............................................................37
             3.1      Obligation to Issue Letters of Credit......................................................37
             3.2      Types and Amounts..........................................................................37
             3.3      Conditions.................................................................................37
             3.4      Procedure for Issuance of Letters of Credit................................................38
             3.5      Letter of Credit Participation.............................................................38
             3.6      Reimbursement Obligation...................................................................39
             3.7      Letter of Credit Fees......................................................................39
             3.8      Reporting Requirements.....................................................................40
             3.9      Indemnification; Exoneration...............................................................40
             3.10     Cash Collateral............................................................................41

ARTICLE IV:           YIELD PROTECTION; TAXES....................................................................42
             4.1      Yield Protection...........................................................................42
             4.2      Changes in Capital Adequacy Regulations....................................................42
             4.3      Availability of Types of Advances..........................................................43
</TABLE>




                                       i
<PAGE>   3

<TABLE>

<S>                   <C>                                                                                        <C>
             4.4      Funding Indemnification....................................................................43
             4.5      Taxes......................................................................................43
             4.6      Lender Statements; Survival of Indemnity...................................................45

ARTICLE V:            CONDITIONS PRECEDENT.......................................................................46
             5.1      Initial Advances and Letters of Credit.....................................................46
             5.2      Each Advance and Letter of Credit..........................................................47

ARTICLE VI:           REPRESENTATIONS AND WARRANTIES.............................................................47
             6.1      Organization; Corporate Powers.............................................................48
             6.2      Authority..................................................................................48
             6.3      No Conflict; Governmental Consents.........................................................49
             6.4      Financial Statements.......................................................................49
             6.5      No Material Adverse Change.................................................................49
             6.6      Taxes......................................................................................49
             6.7      Litigation; Loss Contingencies and Violations..............................................50
             6.8      Subsidiaries...............................................................................50
             6.9      ERISA......................................................................................51
             6.10     Accuracy of Information....................................................................52
             6.11     Securities Activities......................................................................53
             6.12     Material Agreements........................................................................53
             6.13     Compliance with Laws.......................................................................53
             6.14     Assets and Properties......................................................................53
             6.15     Statutory Indebtedness Restrictions........................................................53
             6.16     Insurance..................................................................................53
             6.17     Labor Matters..............................................................................54
             6.18     Environmental Matters......................................................................54
             6.19     Benefits...................................................................................55
             6.20     Foreign Employee Benefit Matters...........................................................55

ARTICLE VII:          COVENANTS..................................................................................55
             7.1      Reporting..................................................................................55
             7.2      Affirmative Covenants......................................................................60
             7.3      Negative Covenants.........................................................................63
             7.4      Financial Covenants........................................................................71

ARTICLE VIII:         DEFAULTS...................................................................................71
             8.1      Defaults...................................................................................71

ARTICLE IX:           ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES.........................75
             9.1      Termination of Revolving Loan Commitments; Acceleration....................................75
             9.2      Defaulting Lender..........................................................................75
             9.3      Amendments.................................................................................76
             9.4      Preservation of Rights.....................................................................77

ARTICLE X:            GENERAL PROVISIONS.........................................................................78
             10.1     Survival of Representations................................................................78
             10.2     Governmental Regulation....................................................................78
</TABLE>




                                       ii
<PAGE>   4

<TABLE>

<S>                   <C>                                                                                        <C>
             10.3     Headings...................................................................................78
             10.4     Entire Agreement...........................................................................78
             10.5     Several Obligations; Benefits of this Agreement............................................78
             10.6     Expenses; Indemnification..................................................................78
             10.7     Numbers of Documents.......................................................................81
             10.8     Accounting.................................................................................81
             10.9     Severability of Provisions.................................................................81
             10.10    Nonliability of Lenders....................................................................81
             10.11    GOVERNING LAW..............................................................................81
             10.12    CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL....................................82
             10.13    Subordination of Intercompany Indebtedness.................................................83
             10.14    Lender's Not Utilizing Plan Assets.........................................................84

ARTICLE XI:           THE ADMINISTRATIVE AGENT...................................................................84
             11.1     Appointment; Nature of Relationship........................................................84
             11.2     Powers.....................................................................................85
             11.3     General Immunity...........................................................................85
             11.4     No Responsibility for Loans, Creditworthiness, Recitals, Etc...............................85
             11.5     Action on Instructions of Lenders..........................................................86
             11.6     Employment of Agents and Counsel...........................................................86
             11.7     Reliance on Documents; Counsel.............................................................86
             11.8     The Administrative Agent's Reimbursement and Indemnification...............................86
             11.9     Rights as a Lender.........................................................................87
             11.10    Lender Credit Decision.....................................................................87
             11.11    Successor Administrative Agent.............................................................87
             11.12    No Duties of Documentation Agent, Syndication Agent or Arranger............................88

ARTICLE XII:          SET-OFF; RATABLE PAYMENTS..................................................................88
             12.1     Set-off....................................................................................88
             12.2     Ratable Payments...........................................................................88
             12.3     Application of Payments....................................................................89
             12.4     Relations Among Lenders....................................................................90
             12.5     Representations and Covenants Among Lenders................................................90

ARTICLE XIII:         BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS..........................................90
             13.1     Successors and Assigns.....................................................................90
             13.2     Participations.............................................................................91
             13.3     Assignments................................................................................92
             13.4     Confidentiality............................................................................95
             13.5     Dissemination of Information...............................................................95

ARTICLE XIV:          NOTICES....................................................................................95
             14.1     Giving Notice..............................................................................95
             14.2     Change of Address..........................................................................96

ARTICLE XV:           COUNTERPARTS...............................................................................96
</TABLE>




                                      iii
<PAGE>   5

                             EXHIBITS AND SCHEDULES
                                    EXHIBITS

EXHIBIT A         --      Revolving Loan Commitments
                          (Definitions)

EXHIBIT B         --      Form of Borrowing/Election Notice
                          (Section 2.2 and Section 2.7 and Section 2.9)

EXHIBIT C         --      Form of Request for Letter of Credit
                          (Section 3.3)

EXHIBIT D         --      Form of Assignment and Acceptance Agreement
                          (Sections 2.19 and 13.3)

EXHIBIT E         --      Form of Borrower's and Guarantors' Counsel's Opinion
                          (Section 5.1)

EXHIBIT F         --      List of Closing Documents
                          (Section 5.1)

EXHIBIT G         --      Form of Officer's Certificate
                          (Sections 5.2 and 7.1(A)(iii))

EXHIBIT H         --      Form of Compliance Certificate
                          (Sections 5.2 and 7.1(A)(iii))

EXHIBIT I         --      Form of Guaranty
                          (Definitions)

EXHIBIT J         --      Form of Commitment and Acceptance
                          (Section 2.5(A))

EXHIBIT K         --      Form of Note
                          (Section 2.12)

EXHIBIT L         --      Form of Designation Agreement
                          (Section 13.3(D))




                                       iv
<PAGE>   6

                                    SCHEDULES

Schedule 1.1.1    --      Permitted Existing Investments (Definitions)

Schedule 1.1.2    --      Permitted Existing Liens (Definitions)

Schedule 6.3      --      Conflicts; Governmental Consents (Section 6.3)

Schedule 6.7      --      Litigation; Loss Contingencies (Section 6.7)

Schedule 6.8      --      Subsidiaries (Section 6.8)

Schedule 6.9      --      ERISA (Section 6.9)

Schedule 6.18     --      Environmental Matters (Section 6.18)

Schedule 7.3(E)   --      Transactions with Affiliates (Section 7.3(E))














                                       v
<PAGE>   7

                                CREDIT AGREEMENT

         This Credit Agreement dated as of September 25, 2000 is entered into
among CATALINA MARKETING CORPORATION, a Delaware corporation, the institutions
from time to time parties hereto as Lenders, whether by execution of this
Agreement or an Assignment Agreement pursuant to Section 13.3, BANK ONE, NA,
having its principal office in Chicago, Illinois, in its capacity as contractual
representative for itself and the other Lenders, FIRST UNION NATIONAL BANK, as
Syndication Agent and WACHOVIA BANK, N.A., as Documentation Agent. The parties
hereto agree as follows:

                             ARTICLE I: DEFINITIONS

         1.1 Certain Defined Terms. In addition to the terms defined above, the
following terms used in this Agreement shall have the following meanings,
applicable both to the singular and the plural forms of the terms defined.

         As used in this Agreement:

         "ACCOUNTING CHANGE" is defined in Section 10.8 hereof.

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

         "ADMINISTRATIVE AGENT" means Bank One in its capacity as contractual
representative for itself and the Lenders pursuant to Article XI hereof and any
successor Administrative Agent appointed pursuant to Article XI hereof.

         "ADVANCE" means a borrowing hereunder consisting of the aggregate
amount of the several Loans made by the Lenders to the Borrower of the same Type
and, in the case of Eurodollar Rate Advances, for the same Interest Period.

         "AFFECTED LENDER" is defined in Section 2.19 hereof.

         "AFFILIATE" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of greater than five percent (5%) or more of any class of voting
securities (or other voting interests) of the controlled Person or possesses,
directly




<PAGE>   8

or indirectly, the power to direct or cause the direction of the management or
policies of the controlled Person, whether through ownership of Capital Stock,
by contract or otherwise.

         "AGGREGATE REVOLVING LOAN COMMITMENT" means the aggregate of the
Revolving Loan Commitments of all the Lenders, as they may be increased and/or
reduced from time to time pursuant to the terms hereof. The initial Aggregate
Revolving Loan Commitment is One Hundred Fifty Million and 00/100 Dollars
($150,000,000.00).

         "AGREEMENT" means this Credit Agreement, as it may be amended, restated
or otherwise modified and in effect from time to time.

         "AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting
principles as in effect in the United States from time to time, applied in a
manner consistent with that used in preparing the financial statements of the
Borrower referred to in Section 6.4(B) hereof; provided, however, except as
provided in Section 10.8, that with respect to the calculation of financial
ratios and other financial tests required by this Agreement, "Agreement
Accounting Principles" means generally accepted accounting principles as in
effect in the United States as of the date of this Agreement, applied in a
manner consistent with that used in preparing the financial statements of the
Borrower referred to in Section 6.4(A) hereof.

         "ALTERNATE BASE RATE" means, for any day, a fluctuating rate of
interest per annum equal to the higher of (i) the Corporate Base Rate for such
day and (ii) the sum of (a) the Federal Funds Effective Rate for such day and
(b) one-half of one percent (0.50%) per annum.

         "APPLICABLE COMMITMENT FEE PERCENTAGE" means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under Section 2.14(C) hereof determined in accordance with the
provisions of Section 2.14(D)(ii) hereof.

         "APPLICABLE EURODOLLAR MARGINS" means, as at any date of determination,
the rate per annum then applicable to Eurodollar Rate Loans, determined in
accordance with the provisions of Section 2.14(D)(ii) hereof.

         "APPLICABLE FLOATING RATE MARGINS" means, as at any date of
determination, the rate per annum then applicable to Floating Rate Loans,
determined in accordance with the provisions of Section 2.14(D)(ii) hereof.

         "APPLICABLE L/C FEE PERCENTAGE" means, as at any date of determination,
the rate per annum then applicable in the determination of the amount payable
under Section 3.7 (i) hereof determined in accordance with the provisions of
Section 2.14(D)(ii) hereof.

         "ARRANGER" means Banc One Capital Markets, Inc., in its capacity as the
lead arranger and sole bookrunner for the loan transaction evidenced by this
Agreement.




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<PAGE>   9

         "ASSIGNMENT AGREEMENT" means an assignment and acceptance agreement
entered into in connection with an assignment pursuant to Section 13.3 hereof in
substantially the form of Exhibit D.

         "ASSET SALE" means, with respect to any Person, the sale, lease,
conveyance, disposition or other transfer by such Person of any of its assets
(including by way of a sale-leaseback transaction, and including the sale or
other transfer of any of the Equity Interests of any Subsidiary of such Person)
other than (i) the sale of Inventory in the ordinary course of business and (ii)
the sale or other disposition of any obsolete manufacturing Equipment disposed
of in the ordinary course of business.

         "AUTHORIZED OFFICER" means any of the chief executive officer,
president, chief financial officer, vice president of finance or treasurer of
the Borrower, acting singly.

         "BANK BOOK" means the Borrower's Confidential Offering Memorandum dated
August, 2000.

         "BANK ONE" means Bank One, NA, having its principal office in Chicago,
Illinois, in its individual capacity, and its successors.

         "BENEFIT PLAN" means a defined benefit plan as defined in Section 3(35)
of ERISA (other than a Multiemployer Plan) in respect of which the Borrower or
any other member of the Controlled Group is, or within the immediately preceding
six (6) years was, an "employer" as defined in Section 3(5) of ERISA.

         "BORROWER" means Catalina Marketing Corporation, a Delaware
corporation, together with its successors and permitted assigns, including a
debtor-in-possession on behalf of the Borrower.

         "BORROWING DATE" means a date on which an Advance or Swing Line Loan is
made hereunder.

         "BORROWING/ELECTION NOTICE" is defined in Section 2.7 hereof.

         "BUSINESS DAY" means (i) with respect to any borrowing, payment or rate
selection of Loans bearing interest at the Eurodollar Rate, a day (other than a
Saturday or Sunday) on which banks are open for business in Chicago, Illinois
and on which dealings in Dollars are carried on in the London interbank market
and (ii) for all other purposes a day (other than a Saturday or Sunday) on which
banks are open for business in Chicago, Illinois.

         "BUYING LENDER" is defined in Section 2.5(A)(ii) hereof.

         "CAPITAL EXPENDITURES" means, for any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities and including
Capitalized Leases and Purchase




                                       3
<PAGE>   10

Money Indebtedness) by the Borrower and its Subsidiaries during that period
that, in conformity with Agreement Accounting Principles, are required to be
included in or reflected by the property, plant, Equipment or similar fixed
asset accounts reflected in the consolidated balance sheet of the Borrower and
its Subsidiaries.

         "CAPITAL STOCK" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.

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

         "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be capitalized
on a balance sheet of such Person prepared in accordance with Agreement
Accounting Principles.

          "CASH EQUIVALENTS" means (i) marketable direct obligations issued or
unconditionally guaranteed by the United States government or an agency thereof
and backed by the full faith and credit of the United States government; (ii)
domestic and Eurocurrency certificates of deposit and time deposits, bankers'
acceptances and floating rate certificates of deposit issued by any commercial
bank organized under the laws of the United States, any state thereof, the
District of Columbia, any foreign bank, or its branches or agencies, the
long-term indebtedness of which institution at the time of acquisition is rated
A- (or better) by Standard & Poor's Ratings Group or A3 (or better) by Moody's
Investors Services, Inc., and which certificates of deposit and time deposits
are fully protected against currency fluctuations for any such deposits with a
term of more than ninety (90) days; (iii) investment grade securities (i.e.,
securities rated at least Baa by Moody's Investors Service, Inc. or at least BBB
by Standard & Poor's Ratings Group); (iv) commercial paper of United States and
foreign banks and bank holding companies and their subsidiaries and United
States and foreign finance, commercial industrial or utility companies which, at
the time of acquisition, are rated A-1 (or better) by Standard & Poor's Ratings
Group or P-1 (or better) by Moody's Investors Services, Inc. (all such
institutions being "Qualified Institutions"); (v) shares of money market, mutual
or similar funds having assets in excess of $100,000,000 and the investments of
which are limited to those of a type set forth in clauses (i) through (iv)
above; provided that the maturities of any of the foregoing Cash Equivalents
described in clauses (i) through (v) above shall not exceed 365 days from the
date of acquisition thereof.

         "CATALINA MARKETING NETWORK" means hardware, software, printers and
peripherals and any and all improvements thereto installed and maintained by the
Borrower and its Subsidiaries




                                       4
<PAGE>   11

in supermarkets worldwide and related to the distribution of marketing and
promotional materials.

         "CHANGE" is defined in Section 4.2 hereof.

         "CHANGE OF CONTROL" means an event or series of events by which:

                  (i)  any "person" or "group" (within the meaning of Sections
         13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the
         "beneficial owner" (as defined in Rule 13d-3 under the Securities
         Exchange Act of 1934), directly or indirectly, of thirty percent (30%)
         or more of the voting power of the then outstanding Capital Stock of
         the Borrower entitled to vote generally in the election of the
         directors of the Borrower; or

                  (ii) during any period of 12 consecutive calendar months, the
         board of directors of the Borrower shall cease to have as a majority of
         its members individuals who either:

                       (a) were directors of the Borrower on the first day of
                  such period, or

                       (b) were elected or nominated for election to the board
                  of directors of the Borrower at the recommendation of or other
                  approval by at least a majority of the directors then still in
                  office at the time of such election or nomination who were
                  directors of the Borrower on the first day of such period, or
                  whose election or nomination for election was so approved.

         "CLOSING DATE" means the date of this Agreement.

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

         "COMMISSION" means the Securities and Exchange Commission of the United
States of America and any Person succeeding to the functions thereof.

         "COMMITMENT INCREASE NOTICE" is defined in Section 2.5(A)(i) hereof.

         "CONSOLIDATED ASSETS" means the total assets of the Borrower and its
Subsidiaries on a consolidated basis as determined in accordance with Agreement
Accounting Principles.

         "CONTAMINANT" means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, asbestos, polychlorinated biphenyls ("PCBS"), or any
constituent of any such substance or waste that is regulated under or for which
liability may be imposed under Environmental, Health or Safety Requirements of
Law.




                                       5
<PAGE>   12

         "CONTINGENT OBLIGATION", as applied to any Person, means any
Contractual Obligation, contingent or otherwise, of that Person with respect to
any Indebtedness of another or other obligation or liability of another,
including, without limitation, any such Indebtedness, obligation or liability of
another directly or indirectly guaranteed, endorsed (otherwise than for
collection or deposit in the ordinary course of business), co-made or discounted
or sold with recourse by that Person, or in respect of which that Person is
otherwise directly or indirectly liable, including Contractual Obligations
(contingent or otherwise) arising through any agreement to purchase, repurchase
or otherwise acquire such Indebtedness, obligation or liability or any security
therefor, or to provide funds for the payment or discharge thereof (whether in
the form of loans, advances, stock purchases, capital contributions or
otherwise), or to maintain solvency, assets, level of income, or other financial
condition, or to make payment other than for value received. The amount of any
Contingent Obligation shall be equal to the present value of the portion of the
obligation so guaranteed or otherwise supported, in the case of known recurring
obligations, and the maximum reasonably anticipated liability in respect of the
portion of the obligation so guaranteed or otherwise supported assuming such
Person is required to perform thereunder, in all other cases.

         "CONTRACTUAL OBLIGATION", as applied to any Person, means any provision
of any equity or debt securities issued by that Person or any indenture,
mortgage, deed of trust, security agreement, pledge agreement, guaranty,
contract, undertaking, agreement or instrument, in any case in writing, to which
that Person is a party or by which it or any of its properties is bound, or to
which it or any of its properties is subject.

         "CONTROLLED GROUP" means the group consisting of (i) any corporation
which is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as the Borrower; (ii) a partnership or
other trade or business (whether or not incorporated) which is under common
control (within the meaning of Section 414(c) of the Code) with the Borrower;
and (iii) a member of the same affiliated service group (within the meaning of
Section 414(m) of the Code) as the Borrower, any corporation described in clause
(i) above or any partnership or trade or business described in clause (ii)
above.

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

         "CURE LOAN" is defined in Section 9.2 hereof.

         "CUSTOMARY PERMITTED LIENS" means:

                  (i)   Liens (other than Environmental Liens and Liens in favor
         of the IRS or the PBGC or any Plan) with respect to the payment of
         taxes, assessments or governmental charges in all cases which are not
         yet due or (if foreclosure, distraint, sale or other similar




                                       6
<PAGE>   13

         proceedings shall not have been commenced or any such proceeding after
         being commenced is stayed) which are being contested in good faith by
         appropriate proceedings properly instituted and diligently conducted
         and with respect to which adequate reserves or other appropriate
         provisions are being maintained in accordance with Agreement Accounting
         Principles;

                  (ii)  statutory Liens of landlords and Liens of suppliers,
         mechanics, carriers, materialmen, warehousemen, service providers or
         workmen and other similar Liens imposed by law created in the ordinary
         course of business for amounts not yet due or which are being contested
         in good faith by appropriate proceedings properly instituted and
         diligently conducted and with respect to which adequate reserves or
         other appropriate provisions are being maintained in accordance with
         Agreement Accounting Principles;

                  (iii) Liens (other than Environmental Liens and Liens in favor
         of the IRS or the PBGC or any Plan) incurred or deposits made in the
         ordinary course of business in connection with workers' compensation,
         unemployment insurance or other types of social security benefits or to
         secure the performance of bids, tenders, sales, contracts (other than
         for the repayment of borrowed money), surety, appeal and performance
         bonds; provided that (A) all such Liens do not in the aggregate
         materially detract from the value of the Borrower's or its Subsidiary's
         assets or property taken as a whole or materially impair the use
         thereof in the operation of the businesses taken as a whole, and (B)
         all Liens securing bonds to stay judgments or in connection with
         appeals do not secure at any time an aggregate amount exceeding
         $15,000,000;

                  (iv)  Liens arising with respect to zoning restrictions,
         easements, licenses, reservations, covenants, rights-of-way, utility
         easements, building restrictions and other similar charges or
         encumbrances on the use of real property which do not in any case
         materially detract from the value of the property subject thereto or
         interfere with the ordinary conduct of the business of the Borrower or
         any of its Subsidiaries;

                  (v)   Liens of attachment or judgment with respect to
         judgments, writs or warrants of attachment, or similar process against
         the Borrower or any of its Subsidiaries which do not constitute a
         Default under Section 8.1(H) hereof; and

                  (vi)  any interest or title of the lessor in the property
         subject to any operating lease entered into by the Borrower or any of
         its Subsidiaries in the ordinary course of business.

         "DEFAULT" means an event described in Article VIII hereof.

         "DESIGNATED LENDER" means, with respect to each Designating Lender,
each Eligible Designee designated by such Designating Lender pursuant to Section
13.3(D).




                                       7
<PAGE>   14

         "DESIGNATING LENDER" means, with respect to each Designated Lender, the
Lender that designated such Designated Lender pursuant to Section 13.3(D).

         "DESIGNATION AGREEMENT" is defined in Section 13.3(D) hereof.

         "DISCLOSED LITIGATION" is defined in Section 6.7 hereof.

         "DISQUALIFIED STOCK" means any preferred stock and any Capital Stock,
in each case that, by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder thereof, in
whole or in part, on or prior to the date that is 91 days after the Revolving
Loan Termination Date; provided, however, that any obligation of the Borrower to
purchase Equity Interests of Supermarkets Online, Inc. or Supermarkets Online
Holdings, Inc. upon the Catalina Marketing Network and related licensed
materials becoming unavailable to Supermarkets Online, Inc. with a material
adverse effect on Supermarkets Online, Inc. shall not cause such Equity
Interests to be considered Disqualified Stock hereunder unless and until such an
event shall have taken place and be continuing.

         "DIVIDEND" means any dividend or other distribution, direct or
indirect, on account of any Equity Interests of the Borrower or any of its
Subsidiaries now or hereafter outstanding, except a dividend payable solely in
the Capital Stock of the Borrower or any of its Subsidiaries (other than
Disqualified Stock) or in options, warrants or other rights to purchase Capital
Stock of the Borrower or any of its Subsidiaries.

         "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

         "DOLLAR" and "$" means dollars in the lawful currency of the United
States.

         "EBIT" means, for any period, on a consolidated basis for the Borrower
and its Subsidiaries, the sum of the amounts for such period, without
duplication, of (i) Net Income, plus (ii) Interest Expense to the extent
deducted in computing Net Income, plus (iii) charges against income for foreign,
federal, state and local taxes to the extent deducted in computing Net Income,
plus (iv) one-time non-cash restructuring charges to the extent deducted in
computing Net Income, all as determined in accordance with Agreement Accounting
Principles.

         "EBITDA" means, for any period, on a consolidated basis for the
Borrower and its Subsidiaries, the sum of the amounts for such period, without
duplication, of (i) EBIT, plus (ii) depreciation expense to the extent deducted
in computing Net Income, plus (iii) amortization expense, including, without
limitation, amortization of goodwill and other intangible assets to the extent
deducted in computing Net Income, all as determined in accordance with Agreement
Accounting Principles.




                                       8
<PAGE>   15

         "EFFECTIVE COMMITMENT AMOUNT" is defined in Section 2.5(A) hereof.

         "ELIGIBLE DESIGNEE" means a special purpose corporation, partnership,
limited partnership or limited liability company that is administered by a
Lender or an Affiliate of a Lender and (i) is organized under the laws of the
United States of America or any state thereof, (ii) is engaged primarily in
making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or the
equivalent thereof by Moody's.

         "ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF LAW" means all
Requirements of Law derived from or relating to foreign, federal, state and
local laws or regulations relating to or addressing pollution or protection of
the environment, or protection of worker health or safety, including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. ss. 9601 et seq. ("CERCLA"), the Occupational Safety and Health
Act of 1970, 29 U.S.C. ss. 651 et seq. ("OSHA"), and the Resource Conservation
and Recovery Act of 1976, 42 U.S.C. ss. 6901 et seq. ("RCRA"), in each case
including any amendments thereto, any successor statutes, and any regulations or
guidance promulgated thereunder, and any state or local equivalent thereof.

         "ENVIRONMENTAL LIEN" means a lien in favor of any Governmental
Authority for (a) any liability under Environmental, Health or Safety
Requirements of Law, or (b) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release or threatened Release of a
Contaminant into the environment.

          "EQUIPMENT" means all of the Borrower's and its Subsidiaries' present
and future (i) equipment, including, without limitation, machinery,
manufacturing, distribution, selling, data processing and office equipment,
assembly systems, tools, molds, dies, fixtures, appliances, furniture,
furnishings, vehicles, vessels, aircraft, aircraft engines, and trade fixtures,
(ii) other tangible personal property (other than the Borrower's or Subsidiary's
Inventory), and (iii) any and all accessions, parts and appurtenances attached
to any of the foregoing or used in connection therewith, and any substitutions
therefor and replacements, products and proceeds thereof.

         "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

         "EURODOLLAR BASE RATE" means, with respect to a Eurodollar Rate Loan
for the relevant Interest Period, the applicable British Bankers' Association
Interest Settlement Rate for deposits




                                       9
<PAGE>   16

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

         "EURODOLLAR RATE" means, with respect to a Eurodollar Rate Loan for the
relevant Interest Period, the Eurodollar Base Rate applicable to such Interest
Period plus the then Applicable Eurodollar Margin. The Eurodollar Rate shall be
rounded to the next higher multiple of 1/16 of 1% if the rate is not such a
multiple.

         "EURODOLLAR RATE ADVANCE" means an Advance which bears interest at the
Eurodollar Rate.

         "EURODOLLAR RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Eurodollar Rate.

          "EXCLUDED INDEBTEDNESS" means all Indebtedness outstanding under that
certain $30,500,000 end loaded lease financing facility described in that
certain Participation Agreement dated as of October 21, 1999 by and among
Catalina Marketing Sales Corporation, First Security Bank, National Association,
the various lending institutions party thereto and First Union National Bank, as
agent for such lending institutions, and related agreements, each as amended
through the date hereof, without taking into account any amendment thereto which
would increase the amount of Indebtedness outstanding thereunder.

         "EXCLUDED SUBSIDIARIES" means Supermarkets Online, Inc., a Delaware
corporation, Supermarkets Online Holdings, Inc., a Delaware corporation and
Catalina-Pacific Media, L.L.C., a Delaware limited liability company and its
Subsidiaries.

         "EXCLUDED TAXES" means, in the case of each Lender or applicable
Lending Installation and the Administrative Agent, taxes imposed on its overall
net income, and franchise taxes imposed on it, by (i) the jurisdiction under the
laws of which such Lender or the Administrative Agent is incorporated or
organized or (ii) the jurisdiction in which the Administrative Agent's or




                                       10
<PAGE>   17

such Lender's principal executive office or such Lender's applicable Lending
Installation is located.

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

         "FLOATING RATE" means, for any day for any Loan, a rate per annum equal
to the Alternate Base Rate for such day, changing when and as the Alternate Base
Rate changes, plus the then Applicable Floating Rate Margin.

         "FLOATING RATE ADVANCE" means an Advance which bears interest at the
Floating Rate.

         "FLOATING RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Floating Rate.

         "FOREIGN EMPLOYEE BENEFIT PLAN" means any employee benefit plan as
defined in Section 3(3) of ERISA which is maintained or contributed to for the
benefit of the employees of the Borrower, any of its Subsidiaries or any members
of its Controlled Group and is not covered by ERISA pursuant to Section 4(b)(4)
of ERISA.
         "FOREIGN PENSION PLAN" means any employee benefit plan as described in
Section 3(3) of ERISA for which the Borrower or any member of its Controlled
Group is a sponsor or administrator and which (i) is maintained or contributed
to for the benefit of employees of the Borrower, its Subsidiaries or any member
of its Controlled Group, (ii) is not covered by ERISA pursuant to Section
4(b)(4) of ERISA and (iii) under applicable local law, is required to be funded
through a trust or other funding vehicle.

         "GOVERNMENTAL ACTS" is defined in Section 3.9(A) hereof.

         "GOVERNMENTAL AUTHORITY" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative authority or
functions of or pertaining to government, including any authority or other
quasi-governmental entity established to perform any of such functions.

         "GROSS NEGLIGENCE" means (a) recklessness, (b) the absence of slight
diligence, or (c) actions taken or omitted with conscious indifference to or the
reckless disregard of consequences or rights of others affected. Gross
Negligence does not mean the absence of ordinary care or diligence, or an
inadvertent act or inadvertent failure to act. If the term "gross negligence" is




                                       11
<PAGE>   18

used with respect to the Administrative Agent or any Lender or any indemnitee in
any of the other Loan Documents, it shall have the meaning set forth herein.

         "GUARANTORS" means (i) all of the Borrower's Material Domestic
Subsidiaries as of the Closing Date other than the Excluded Subsidiaries; (ii)
any New Subsidiaries which have satisfied the provisions of Section 7.2(K)
hereof; and (iii) any other Subsidiaries which become Guarantors as a result of
the provisions of Section 7.2(K), and, in each case, their respective successors
and permitted assigns.

         "GUARANTY" means that certain Guaranty substantially in the form of
Exhibit I hereto dated as of the Closing Date, executed by the Guarantors in
favor of the Administrative Agent, for the ratable benefit of the Lenders, as it
may be amended, modified, supplemented and/or restated (including to add new
Guarantors), and as in effect from time to time.

         "HEDGING AGREEMENTS" is defined in Section 7.3(L) hereof.

         "HEDGING ARRANGEMENTS" is defined in the definition of Hedging
Obligations below.

         "HEDGING OBLIGATIONS" of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all
agreements, devices or arrangements designed to protect such Person from the
fluctuations of interest rates, commodity prices, exchange rates or forward
rates applicable to such party's assets, liabilities or exchange transactions,
including, but not limited to, dollar-denominated or cross-currency interest
rate exchange agreements, forward currency exchange agreements, interest rate
cap or collar protection agreements, forward rate currency or interest rate
options, puts and warrants or any similar derivative transactions ("HEDGING
ARRANGEMENTS"), and (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any of the foregoing.

         "HOLDERS OF OBLIGATIONS" means the holders of the Obligations from time
to time and shall include their respective successors, transferees and permitted
assigns.

         "INDEBTEDNESS" of any Person means, without duplication, such Person's
(a) obligations for borrowed money, (b) obligations representing the deferred
purchase price of property or services (other than accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), (c) obligations, whether or not assumed, secured by Liens or payable out
of the proceeds or production from property or assets now or hereafter owned or
acquired by such Person, (d) obligations which are evidenced by notes,
acceptances or other instruments, (e) Capitalized Lease Obligations, (f)
Contingent Obligations, (g) obligations with respect to letters of credit, (h)
Hedging Obligations, (i) Off-Balance Sheet Liabilities, and (j) Disqualified
Stock held by a Person other than the Borrower or any of its Subsidiaries. The
amount of Indebtedness of any Person at any date shall be without duplication
(i) the outstanding




                                       12
<PAGE>   19

balance at such date of all unconditional obligations as described above and the
maximum liability of any such Contingent Obligations at such date and (ii) in
the case of Indebtedness described in clause (c) above of others secured by a
Lien to which the property or assets owned or held by such Person is subject,
the lesser of the fair market value at such date of any asset subject to a Lien
securing the Indebtedness of others and the amount of the Indebtedness secured.

         "INDEMNIFIED MATTERS"  is defined in Section 10.6(B) hereof.

         "INDEMNITEES" is defined in Section 10.6(B) hereof.

         "INITIAL FUNDING DATE" means the date on which the initial Revolving
Loans are advanced hereunder.

         "INSOLVENCY EVENT" is defined in Section 10.13 hereof.

         "INTERCOMPANY INDEBTEDNESS" is defined in Section 10.13 hereof.

         "INTEREST EXPENSE" means, for any period, the total interest expense of
the Borrower and its consolidated Subsidiaries, whether paid or accrued
(including, without duplication, the interest component of Capitalized Leases,
net payments (if any) pursuant to Hedging Arrangements relating to interest rate
protection, and commitment and letter of credit fees), all as determined in
conformity with Agreement Accounting Principles.

         "INTEREST EXPENSE COVERAGE RATIO" is defined in Section 7.4(B) hereof.

         "INTEREST PERIOD" means, with respect to a Eurodollar Rate Loan, a
period of one (1), two (2) or three (3) months commencing on a Business Day
selected by the Borrower on which a Eurodollar Rate Advance is made to Borrower
pursuant to this Agreement. Such Interest Period shall end on (but exclude) the
day which corresponds numerically to such date one, two or three months
thereafter; provided, however, that if there is no such numerically
corresponding day in such next, second or third succeeding month, such Interest
Period shall end on the last Business Day of such next, second or third
succeeding month. If an Interest Period would otherwise end on a day which is
not a Business Day, such Interest Period shall end on the next succeeding
Business Day, provided, however, that if said next succeeding Business Day falls
in a new calendar month, such Interest Period shall end on the immediately
preceding Business Day.

         "INVENTORY" shall mean any and all goods, including, without
limitation, goods in transit, wheresoever located, whether now owned or
hereafter acquired by the Borrower or any of its Subsidiaries, which are held
for sale or lease, furnished under any contract of service or held as raw
materials, work in process or supplies, and all materials used or consumed in
the business of Borrower or any of its Subsidiaries, and shall include all
right, title and interest of the Borrower or any of its Subsidiaries in any
property the sale or other disposition of which has given rise to Receivables
and which has been returned to or repossessed or stopped in transit by the
Borrower or any of its Subsidiaries.




                                       13
<PAGE>   20

         "INVESTMENT" means, with respect to any Person, (i) any purchase or
other acquisition by that Person of any Indebtedness, Equity Interests or other
securities, or of a beneficial interest in any Indebtedness, Equity Interests or
other securities, issued by any other Person, (ii) any purchase by that Person
of all or substantially all of the assets of a business conducted by another
Person, and (iii) any loan, advance (other than deposits with financial
institutions available for withdrawal on demand, prepaid expenses, accounts
receivable, advances to employees and similar items made or incurred in the
ordinary course of business) or capital contribution by that Person to any other
Person, including all Indebtedness to such Person arising from a sale of
property by such Person other than in the ordinary course of its business.
Investment shall not include, until funded, any Contingent Obligation included
in the calculation of Indebtedness.

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

         "ISSUING BANK" means Bank One in its separate capacity as an issuer of
Letters of Credit pursuant to Section 3.1.

         "L/C DOCUMENTS" is defined in Section 3.3 hereof.

         "L/C DRAFT" means a draft drawn on the Issuing Bank pursuant to a
Letter of Credit.

         "L/C INTEREST" shall have the meaning ascribed to such term in Section
3.5 hereof.

         "L/C OBLIGATIONS" means, without duplication, an amount equal to the
sum of (i) the aggregate of the amount then available for drawing under each of
the Letters of Credit, (ii) the face amount of all outstanding L/C Drafts
corresponding to the Letters of Credit, which L/C Drafts have been accepted by
the Issuing Bank, (iii) the aggregate outstanding amount of all Reimbursement
Obligations at such time and (iv) the aggregate face amount of all Letters of
Credit requested by the Borrower but not yet issued (unless the request for an
unissued Letter of Credit has been denied).

         "LENDER INCREASE NOTICE" is defined in Section 2.5(A)(i) hereof.

         "LENDERS" means the lending institutions listed on the signature pages
of this Agreement, including the Issuing Banks and the Swing Line Bank, and each
of their respective successors and assigns.

         "LENDING INSTALLATION" means, with respect to a Lender or the
Administrative Agent, any office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent.

         "LETTER OF CREDIT" means the letters of credit to be issued by the
Issuing Bank pursuant to Section 3.1 hereof.

         "LEVERAGE RATIO" is defined in Section 7.4(A) hereof.




                                       14
<PAGE>   21

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

         "LOAN(S)" means, with respect to a Lender, such Lender's portion of any
Advance made pursuant to Section 2.1 hereof, as applicable, and in the case of
the Swing Line Bank, any Swing Line Loan made pursuant to Section 2.2 hereof,
and collectively, all Revolving Loans and Swing Line Loans, whether made or
continued as or converted to Floating Rate Loans or Eurodollar Rate Loans.

         "LOAN ACCOUNT" is defined in Section 2.12(A) hereof.

         "LOAN DOCUMENTS" means this Agreement, the Guaranty and all supplements
thereto, and all other documents, instruments and agreements executed in
connection therewith or contemplated thereby, as the same may be amended,
restated, supplemented or otherwise modified and in effect from time to time.

         "LOAN PARTIES" is defined in Section 5.1 hereof.

         "MARGIN STOCK" shall have the meaning ascribed to such term in
Regulation U.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect upon (a) the
business, properties, prospects, operations or condition (financial or
otherwise) of the Borrower or the Borrower and its Subsidiaries, taken as a
whole, (b) the ability of the Borrower or any of its Subsidiaries to pay or
perform their respective Obligations, liabilities and Indebtedness under the
Loan Documents in any material respects or (c) the ability of the Lenders or the
Agent to enforce in any material respect the Obligations.

         "MATERIAL DOMESTIC SUBSIDIARY" means, without duplication, each
consolidated Subsidiary of the Borrower (a) organized under the laws of the
United States of America or a state and (b) which either (i) represents more
than five percent (5%) of Consolidated Assets as would be shown in the
consolidated financial statements of the Borrower and its Subsidiaries as at the
beginning of the twelve-month period ending with the month in which such
determination is made, or (ii) is responsible for more than five percent (5%) of
the consolidated net sales or of the consolidated net income of the Borrower and
its Subsidiaries as reflected in the financial statements referred to in clause
(i) above.

         "MATERIAL INDEBTEDNESS" is defined in Section 8.1(E) hereof.

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




                                       15
<PAGE>   22

         "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years
was, contributed to by either the Borrower or any member of the Controlled
Group.

         "NET INCOME" means, for any period, the net earnings (or loss) after
taxes of the Borrower and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with
Agreement Accounting Principles.

         "NEW SUBSIDIARY" is defined in Section 7.3(D).

         "NON-ERISA COMMITMENTS" means

                  (i)   each pension, medical, dental, life, accident insurance,
         disability, group insurance, sick leave, profit sharing, deferred
         compensation, bonus, stock option, stock purchase, retirement, savings,
         severance, stock ownership, performance, incentive, hospitalization or
         other insurance, or other welfare, benefit or fringe benefit plan,
         policy, trust, understanding or arrangement of any kind; and

                  (ii)  each employee collective bargaining agreement and each
         agreement, understanding or arrangement of any kind, with or for the
         benefit of any current executive officer or director of the Borrower
         (including, without limitation, each employment, compensation, deferred
         compensation, severance or consulting agreement or arrangement and any
         agreement or arrangement associated with a change in ownership of the
         Borrower or any member of the Controlled Group);

to which the Borrower or any member of the Controlled Group is a party or with
respect to which the Borrower or any member of the Controlled Group is or will
be required to make any payment other than any Plans.

         "NON PRO RATA LOAN" is defined in Section 9.2 hereof.

         "NON-U.S. LENDER" is defined in Section 4.5(iii) hereof.

         "NOTE" means a promissory note of the Borrower payable to the order of
any Lender, in substantially the form of Exhibit K hereto, evidencing the
aggregate indebtedness of the Borrower to such Lender under this Agreement.

         "NOTICE OF ASSIGNMENT" is defined in Section 13.3(B) hereof.

         "OBLIGATIONS" means all Loans, L/C Obligations, advances, debts,
liabilities, obligations, covenants and duties owing by the Borrower or any of
its Subsidiaries to the Administrative Agent, any Lender, the Swing Line Bank,
the Arranger, any Affiliate of the Administrative Agent or any Lender, the
Issuing Bank or any Indemnitee, of any kind or nature, present or future,
arising under this Agreement, the L/C Documents or any other Loan Document,
whether




                                       16
<PAGE>   23

or not evidenced by any note, guaranty or other instrument, whether or not for
the payment of money, whether arising by reason of an extension of credit, loan,
guaranty, indemnification, or in any other manner, whether direct or indirect
(including those acquired by assignment), absolute or contingent, due or to
become due, now existing or hereafter arising and however acquired. The term
includes, without limitation, all interest, charges, expenses, fees, attorneys'
fees and disbursements, paralegals' fees (in each case whether or not allowed),
and any other sum chargeable to the Borrower or any of its Subsidiaries under
this Agreement or any other Loan Document.

         "OFF-BALANCE SHEET LIABILITIES" of a Person means (a) any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to Receivables or notes receivable sold by such Person or any of its
Subsidiaries (calculated to include the unrecovered investment of purchasers or
transferees of Receivables or notes receivable or any other obligation of the
Borrower or such transferor to purchasers/transferees of interests in
Receivables or notes receivables or the agent for such purchasers/transferees),
(b) any liability under any sale and leaseback transactions which do not create
a liability on the consolidated balance sheet of such Person, (c) any liability
under any financing lease or so-called "synthetic lease" transaction or "tax
ownership operating lease" transaction, or (d) any obligations arising with
respect to any other transaction which is the functional equivalent of or takes
the place of borrowing but which does not constitute a liability on the
consolidated balance sheets of such Person and its Subsidiaries.

         "OTHER TAXES" is defined in Section 4.5 hereof.

         "PARTICIPANTS" is defined in Section 13.2(A) hereof.

         "PAYMENT DATE" means the last day of each calendar quarter.

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

         "PERMITTED ACQUISITION" is defined in Section 7.3(D) hereof.

         "PERMITTED EXISTING INVESTMENTS" means the Investments of the Borrower
and its Subsidiaries identified as such on Schedule 1.1.1 to this Agreement.

         "PERMITTED EXISTING LIENS" means the Liens on assets of the Borrower
and its Subsidiaries identified as such on Schedule 1.1.2 to this Agreement.

         "PERSON" means any individual, corporation, firm, enterprise,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, limited liability company or other entity of any kind, or
any government or political subdivision or any agency, department or
instrumentality thereof.




                                       17
<PAGE>   24

         "PLAN" means an employee benefit plan defined in Section 3(3) of ERISA
in respect of which the Borrower or any member of the Controlled Group is, or
within the immediately preceding six (6) years was, an "employer" as defined in
Section 3(5) of ERISA.

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

         "PROPOSED NEW LENDER" is defined in Section 2.5(A)(i) hereof.

         "PRO RATA SHARE" means, with respect to any Lender, the percentage
obtained by dividing (A) such Lender's Revolving Loan Commitment at such time
(in each case, as adjusted from time to time in accordance with the provisions
of this Agreement) by (B) the Aggregate Revolving Loan Commitment at such time;
provided, however, if all of the Revolving Loan Commitments are terminated
pursuant to the terms of this Agreement, then "Pro Rata Share" means the
percentage obtained by dividing (x) the sum of (A) such Lender's Revolving
Loans, plus (B) such Lender's share of the obligations to purchase
participations in Swing Line Loans and Letters of Credit, by (y) the sum of (A)
the aggregate outstanding amount of Revolving Loans, plus (B) the aggregate
outstanding amount of all Swing Line Loans and Letters of Credit.

         "PURCHASE MONEY INDEBTEDNESS" means Indebtedness incurred by the
Borrower or any of its Subsidiaries after the Closing Date to finance the
acquisition of assets which has a scheduled maturity and is not due on demand,
and which does not exceed the cost of the applicable assets.

         "PURCHASERS" is defined in Section 13.3(A) hereof.

         "RECEIVABLE(S)" means and includes all of the Borrower's and its
Subsidiaries' presently existing and hereafter arising or acquired accounts,
accounts receivable, and all present and future rights of the Borrower and its
Subsidiaries to payment for goods sold or leased or for services rendered
(except those evidenced by instruments or chattel paper), whether or not they
have been earned by performance, and all rights in any merchandise or goods
which any of the same may represent, and all rights, title, security and
guaranties with respect to each of the foregoing, including, without limitation,
any right of stoppage in transit.

         "REGISTER" is defined in Section 13.3(C) hereof.

         "REGULATION T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stock (as defined therein).

         "REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks, non-banks




                                       18
<PAGE>   25

and non-broker lenders for the purpose of purchasing or carrying Margin Stock
applicable to member banks of the Federal Reserve System.

         "REGULATION X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

         "REIMBURSEMENT OBLIGATION" is defined in Section 3.6 hereof.

         "RELEASE" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the environment, including the movement of Contaminants through or in the air,
soil, surface water or groundwater.

         "REPLACEMENT LENDER" is defined in Section 2.19 hereof.

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

         "REQUIRED LENDERS" means Lenders whose Pro Rata Shares, in the
aggregate, are at least fifty-one percent (51%); provided, however, that, if any
of the Lenders shall have failed to fund its Pro Rata Share of (i) any Revolving
Loan requested by the Borrower, (ii) any Revolving Loan required to be made in
connection with reimbursement for any L/C Obligations or (iii) any Swing Line
Loan as requested by the Administrative Agent, which such Lenders are obligated
to fund under the terms of this Agreement and any such failure has not been
cured, then for so long as such failure continues, "REQUIRED LENDERS" means
Lenders (excluding all Lenders whose failure to fund their respective Pro Rata
Shares of such Revolving Loans or Swing Line Loans has not been so cured) whose
Pro Rata Shares represent at least fifty-one percent (51%) of the aggregate Pro
Rata Shares of such Lenders; provided further, however, that, if the Revolving
Loan Commitments have been terminated pursuant to the terms of this Agreement,
"REQUIRED LENDERS" means Lenders (without regard to such Lenders' performance of
their respective obligations hereunder) whose aggregate ratable shares (stated
as a percentage) of the aggregate outstanding principal balance of all Loans and
L/C Obligations are at least fifty-one percent (51%).

         "REQUIREMENTS OF LAW" means, as to any Person, the charter and by-laws
or other organizational or governing documents of such Person, and any law, rule
or regulation, or determination of an arbitrator or a court or other
Governmental Authority, in each case




                                       19
<PAGE>   26

applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject including, without limitation, the
Securities Act of 1933, the Securities Exchange Act of 1934, Regulations T, U
and X, ERISA, the Fair Labor Standards Act, the Worker Adjustment and Retraining
Notification Act, Americans with Disabilities Act of 1990, and any certificate
of occupancy, zoning ordinance, building, environmental or land use requirement
or permit or environmental, labor, employment, occupational safety or health
law, rule or regulation, including Environmental, Health or Safety Requirements
of Law.

         "RESERVES" shall mean the maximum reserve requirement, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor) with
respect to "Eurocurrency liabilities" or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Eurodollar Rate Loans is determined or category of extensions of credit or other
assets which includes loans by a non-United States office of any Lender to
United States residents.

         "REVOLVING CREDIT AVAILABILITY" means, at any particular time, the
amount by which the Aggregate Revolving Loan Commitment at such time exceeds the
Revolving Credit Obligations outstanding at such time.

         "REVOLVING CREDIT OBLIGATIONS" means, at any particular time, the sum
of (i) the outstanding principal amount of the Revolving Loans at such time,
plus (ii) the outstanding principal amount of the Swing Line Loans at such time,
plus (iii) the outstanding L/C Obligations at such time.

         "REVOLVING LOAN" is defined in Section 2.1 hereof.

         "REVOLVING LOAN COMMITMENT" means, for each Lender, the obligation of
such Lender to make Revolving Loans and to purchase participations in Letters of
Credit and to participate in Swing Line Loans not exceeding the amount set forth
on Exhibit A to this Agreement opposite its name thereon under the heading
"Revolving Loan Commitment" or in the assignment and acceptance by which it
became a Lender, as such amount may be modified from time to time pursuant to
the terms of this Agreement or to give effect to any applicable assignment and
acceptance.

         "REVOLVING LOAN TERMINATION DATE" means September 25, 2003.

         "RISK-BASED CAPITAL GUIDELINES" is defined in Section 4.2 hereof.

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

         "SELLING LENDER" is defined in Section 2.5(A)(ii) hereof.

         "SETTLEMENT DATE" is defined in Section 2.5(A)(ii) hereof.




                                       20
<PAGE>   27

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

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

         "SWING LINE BANK" means Bank One pursuant to the terms hereof.

         "SWING LINE COMMITMENT" means the commitment of the Swing Line Bank, in
its discretion, to make Swing Line Loans up to a maximum principal amount of
$10,000,000 at any one time outstanding.

         "SWING LINE LOAN" means a Loan made available to the Borrower by the
Swing Line Bank pursuant to Section 2.2 hereof.

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

         "TERMINATION DATE" means the earlier of (a) the Revolving Loan
Termination Date, and (b) the date of termination in whole of the Aggregate
Revolving Loan Commitment pursuant to Section 2.5 hereof or the Revolving Loan
Commitments pursuant to Section 9.1 hereof.

         "TERMINATION EVENT" means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of the Borrower or any member of the
Controlled Group from a Benefit Plan during a plan year in which the Borrower or
such Controlled Group member was a "substantial employer" as defined in Section
4001(a)(2) of ERISA with respect to such plan or a reduction or cessation of
operations which results in the termination of employment of twenty percent
(20%) or more of the participants of a Benefit Plan who are employees of the
Borrower or any member of the Controlled Group; (iii) the imposition of an
obligation under Section 4041 of ERISA to provide affected parties written
notice of intent to terminate a Benefit Plan in a distress termination described
in Section 4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to
terminate a Benefit Plan; (v) any event or condition which might constitute




                                       21
<PAGE>   28

grounds under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Benefit Plan; or (vi) the partial or complete
withdrawal of the Borrower or any member of the Controlled Group from a
Multiemployer Plan.

         "TRANSFEREE" is defined in Section 13.5 hereof.

         "TYPE" means, with respect to any Loan, its nature as a Floating Rate
Loan or a Eurodollar Rate Loan.

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

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms. Any accounting terms used in
this Agreement which are not specifically defined herein shall have the meanings
customarily given them in accordance with Agreement Accounting Principles.

         1.2 References. Any references to Subsidiaries of the Borrower shall
not in any way be construed as consent by the Administrative Agent or any Lender
to the establishment, maintenance or acquisition of any Subsidiary, except as
may otherwise be permitted hereunder.

                    ARTICLE II: THE REVOLVING LOAN FACILITY

         2.1 Revolving Loans.

         (A) Upon the satisfaction of the conditions precedent set forth in
Sections 5.1 and 5.2, as applicable, from and including the Initial Funding Date
and prior to the Termination Date, each Lender severally and not jointly agrees,
on the terms and conditions set forth in this Agreement, to make revolving loans
to the Borrower from time to time, in Dollars, in an amount not to exceed such
Lender's Pro Rata Share of Revolving Credit Availability at such time (each
individually, a "REVOLVING LOAN" and, collectively, the "REVOLVING LOANS");
provided, however, at no time shall the Revolving Credit Obligations exceed the
Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the
Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the
Termination Date. The Revolving Loans made on the Initial Funding Date or on or
before the third (3rd) Business Day thereafter shall initially be Floating Rate
Loans and thereafter may be continued as Floating Rate Loans or converted into
Eurodollar Rate Loans in the manner provided in Section 2.9 and subject to the
other conditions and limitations therein set forth and set forth in this Article
II and set forth in the definition of Interest Period. Revolving Loans made
after the third (3rd) Business Day after the Initial Funding Date shall be, at
the option of the Borrower, selected in accordance with Section 2.9, either
Floating Rate Loans or Eurodollar Rate Loans. On the Termination Date, the
Borrower shall repay in full the outstanding principal balance of the Revolving
Loans. Each




                                       22
<PAGE>   29

Advance under this Section 2.1 shall consist of Revolving Loans made by each
Lender ratably in proportion to such Lender's respective Pro Rata Share.

         (B) Borrowing/Election Notice. The Borrower shall give the
Administrative Agent written notice of each requested Revolving Loan in the form
of a Borrowing/Election Notice, signed by it, in accordance with the terms of
Section 2.7. The Administrative Agent shall promptly notify each Lender of such
request.

         (C) Making of Revolving Loans. Promptly after receipt of the
Borrowing/Election Notice under Section 2.7 in respect of Revolving Loans, the
Administrative Agent shall notify each Lender by telecopy, or other similar form
of transmission, of the requested Revolving Loan. Each Lender shall make
available its Revolving Loan in accordance with the terms of Section 2.6. The
Administrative Agent will promptly make the funds so received from the Lenders
available to the Borrower at the Administrative Agent's office in Chicago,
Illinois on the applicable Borrowing Date utilizing reasonable efforts to
initiate the transfer of such funds so received by not later than 2:00 p.m.
(Chicago time) and shall disburse such proceeds in accordance with the
Borrower's disbursement instructions set forth in such Borrowing/Election
Notice. The failure of any Lender to deposit the amount described above with the
Administrative Agent on the applicable Borrowing Date shall not relieve any
other Lender of its obligations hereunder to make its Revolving Loan on such
Borrowing Date.

         2.2 Swing Line Loans. (A) Amount of Swing Line Loans. Upon the
satisfaction of the conditions precedent set forth in Section 5.1 and 5.2, as
applicable, from and including the Initial Funding Date and prior to the
Termination Date, the Swing Line Bank may, in its discretion, on the terms and
conditions set forth in this Agreement, make swing line loans to the Borrower
from time to time, in Dollars, in an amount not to exceed the Swing Line
Commitment (each, individually, a "SWING LINE LOAN" and collectively, the "SWING
LINE LOANS"); provided, however, at no time shall the Revolving Credit
Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms
of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans
at any time prior to the Termination Date.

         (B) Borrowing/Election Notice for Swing Line Loans. The Borrower shall
deliver to the Administrative Agent and the Swing Line Bank a Borrowing/Election
Notice, signed by it, not later than 12:00 noon (Chicago time) on the Borrowing
Date of each Swing Line Loan, specifying (i) the applicable Borrowing Date
(which date shall be a Business Day and which may be the same date as the date
the Borrowing/Election Notice is given), and (ii) the aggregate amount of the
requested Swing Line Loan which shall be an amount not less than $500,000 and
increments of $100,000 in excess thereof. The Swing Line Loans shall at all
times be Floating Rate Loans.

         (C) Making of Swing Line Loans. Promptly (but in any event not later
than 2:00 p.m. (Chicago time)) after receipt of the Borrowing/Election Notice
under Section 2.2(B) in respect of Swing Line Loans, the Swing Line Bank shall
make available its Swing Line Loan, in funds




                                       23
<PAGE>   30

immediately available in Chicago, Illinois to the Administrative Agent at its
address specified pursuant to Article XIV. The Administrative Agent will
promptly make the funds so received from the Swing Line Bank available to the
Borrower on the Borrowing Date at the Administrative Agent's aforesaid address.

         (D) Repayment of Swing Line Loans. Each Swing Line Loan shall be paid
in full by the Borrower on or before the fifth (5th) day after the Borrowing
Date for such Swing Line Loan. The Borrower may at any time pay, without penalty
or premium, all outstanding Swing Line Loans or, in a minimum amount of $100,000
and increments of $50,000 in excess thereof, any portion of the outstanding
Swing Line Loans, upon notice to the Administrative Agent and the Swing Line
Bank. In addition, the Administrative Agent (i) may at any time in its sole
discretion with respect to any outstanding Swing Line Loan, or (ii) shall on the
fifth (5th) day after the Borrowing Date of any Swing Line Loan, require each
Lender (including the Swing Line Bank) to make a Revolving Loan in the amount of
such Lender's Pro Rata Share of such Swing Line Loan, for the purpose of
repaying such Swing Line Loan. Not later than 12:00 noon (Chicago time) on the
date of any notice received pursuant to this Section 2.2(D), each Lender shall
make available its required Revolving Loan or Revolving Loans, in funds
immediately available in Chicago, Illinois to the Administrative Agent at its
address specified pursuant to Article XIV. Revolving Loans made pursuant to this
Section 2.2(D) shall initially be Floating Rate Loans and thereafter may be
continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the
manner provided in Section 2.9 and subject to the other conditions and
limitations therein set forth and set forth in this Article II. Unless a Lender
shall have notified the Swing Line Bank, prior to its making any Swing Line
Loan, that any applicable condition precedent set forth in Sections 5.1 and 5.2,
as applicable, had not then been satisfied (it being understood that the Swing
Line Bank will, if asked in writing, inform a Lender whether it is aware that
any such applicable conditions have not so been satisfied), such Lender's
obligation to make Revolving Loans pursuant to this Section 2.2(D) to repay
Swing Line Loans shall be unconditional, continuing, irrevocable and absolute
and shall not be affected by any circumstances, including, without limitation,
(a) any set-off, counterclaim, recoupment, defense or other right which such
Lender may have against the Administrative Agent, the Swing Line Bank or any
other Person, (b) the occurrence or continuance of a Default or Unmatured
Default, (c) any adverse change in the condition (financial or otherwise) of the
Borrower or (d) any other circumstances, happening or event whatsoever. In the
event that any Lender fails to make payment to the Administrative Agent of any
amount due under this Section 2.2(D), the Administrative Agent shall be entitled
to receive, retain and apply against such obligation the principal and interest
otherwise payable to such Lender hereunder until the Administrative Agent
receives such payment from such Lender or such obligation is otherwise fully
satisfied. In addition to the foregoing, if for any reason any Lender fails to
make payment to the Administrative Agent of any amount due under this Section
2.2(D), such Lender shall be deemed, at the option of the Administrative Agent,
to have unconditionally and irrevocably purchased from the Swing Line Bank,
without recourse or warranty, an undivided interest and participation in the
applicable Swing Line Loan in the amount of such Revolving Loan, and such
interest and participation may be recovered from such Lender together with
interest thereon at the Federal Funds Effective Rate for each day during the




                                       24
<PAGE>   31

period commencing on the date of demand and ending on the date such amount is
received. On the Termination Date, the Borrower shall repay in full the
outstanding principal balance of the Swing Line Loans.

         2.3 Rate Options for all Advances; Maximum Interest Periods. The Swing
Line Loans shall be Floating Rate Loans at all times. The Revolving Loans may be
Floating Rate Advances or Eurodollar Rate Advances, or a combination thereof,
selected by the Borrower in accordance with Section 2.7. The Borrower may
select, in accordance with Section 2.9, rate options and Interest Periods
applicable to the Revolving Loans; provided that there shall be no more than ten
(10) Interest Periods in effect with respect to all of the Loans at any time.

         2.4 Optional Payments; Mandatory Prepayments.

         (A) Optional Payments. The Borrower may from time to time and at any
time upon at least one (1) Business Day's prior written notice repay or prepay,
without penalty or premium all or any part of outstanding Floating Rate Advances
in an aggregate minimum amount of $1,000,000 and in integral multiples of
$1,000,000 in excess thereof. Eurodollar Rate Advances may be voluntarily repaid
or prepaid prior to the last day of the applicable Interest Period, subject to
the indemnification provisions contained in Section 4.4, provided, that the
Borrower may not so prepay Eurodollar Rate Advances unless it shall have
provided at least three (3) Business Days' prior written notice to the
Administrative Agent of such prepayment and provided, further, that optional
prepayments of Eurodollar Rate Advances made pursuant to this Section 2.4 shall
be in an aggregate minimum amount of $5,000,000 and in integral multiples of
$1,000,000 in excess thereof (or such lesser amount as would repay all
outstanding Advances).

         (B) Mandatory Prepayments. If at any time and for any reason the
Revolving Credit Obligations are greater than the Aggregate Revolving Loan
Commitment, the Borrower shall immediately make a mandatory prepayment of the
Revolving Credit Obligations in an amount equal to such excess. In addition, if
the L/C Obligations outstanding at any time are greater than the Aggregate
Revolving Loan Commitment at such time minus the sum of the outstanding
principal amount of the Revolving Loans at such time and the outstanding
principal amount of the Swing Line Loans at such time, the Borrower shall either
prepay the Obligations in an amount equal to such excess or deposit cash
collateral with the Administrative Agent in an amount in Dollars equal to such
excess. On the date any prepayment is received by the Administrative Agent, such
prepayment shall be applied first to Floating Rate Loans and to any Eurodollar
Rate Loans maturing on such date and then to subsequently maturing Eurodollar
Rate Loans in order of maturity.

         2.5 Increases and Reduction of Revolving Loan Commitments.

         (A) Increases to Aggregate Commitment.




                                       25
<PAGE>   32

                  (i)   At any time, the Borrower may request that the Aggregate
         Revolving Loan Commitment be increased; provided that, without the
         prior written consent of all of the Lenders, (a) the Aggregate
         Revolving Loan Commitment shall at no time exceed $250,000,000 minus
         the aggregate amount of all reductions in the Aggregate Revolving Loan
         Commitment previously made pursuant to Section 2.5(B), (b) the Borrower
         shall not be entitled to make any such request more frequently than
         once in each 12-month period; and (c) each such request shall be in a
         minimum amount of at least $10,000,000 and increments of $5,000,000 in
         excess thereof. Such request shall be made in a written notice given to
         the Administrative Agent and the Lenders by the Borrower not less than
         twenty (20) Business Days prior to the proposed effective date of such
         increase, which notice (a "COMMITMENT INCREASE NOTICE") shall specify
         the amount of the proposed increase in the Aggregate Revolving Loan
         Commitment and the proposed effective date of such increase. In the
         event of such a Commitment Increase Notice, each of the Lenders shall
         be given the opportunity to participate in the requested increase
         ratably in proportions that their respective Commitments bear to the
         Aggregate Commitment. No Lender shall have any obligation to increase
         its Commitment pursuant to a Commitment Increase Notice. On or prior to
         the date that is fifteen (15) Business Days after receipt of the
         Commitment Increase Notice, each Lender shall submit to the
         Administrative Agent a notice indicating the maximum amount by which it
         is willing to increase its Commitment in connection with such
         Commitment Increase Notice (any such notice to the Administrative Agent
         being herein a "LENDER INCREASE NOTICE"). Any Lender which does not
         submit a Lender Increase Notice to the Administrative Agent prior to
         the expiration of such fifteen (15) Business Day period shall be deemed
         to have denied any increase in its Commitment. In the event that the
         increases of Commitments set forth in the Lender Increase Notices
         exceed the amount requested by the Borrower in the Commitment Increase
         Notice, the Administrative Agent and the Arranger shall have the right,
         in consultation with the Borrower, to allocate the amount of increases
         necessary to meet the Borrower's Commitment Increase Notice. In the
         event that the Lender Increase Notices are less than the amount
         requested by the Borrower, the Administrative Agent shall assist and
         consult with the Borrower in an effort to identify financial
         institutions which may be interested in becoming a party to the
         Agreement and not later than 3 Business Days prior to the proposed
         effective date the Borrower may notify the Administrative Agent of any
         financial institution that shall have agreed to become a "Lender" party
         hereto (a "PROPOSED NEW LENDER") in connection with the Commitment
         Increase Notice. Any Proposed New Lender shall be consented to by the
         Administrative Agent (which consent shall not be unreasonably
         withheld). If the Borrower shall not have arranged any Proposed New
         Lender(s) to commit to the shortfall from the Lender Increase Notices,
         then the Borrower shall be deemed to have reduced the amount of its
         Commitment Increase Notice to the aggregate amount set forth in the
         Lender Increase Notices. Based upon the Lender Increase Notices, any
         allocations made in connection therewith and any notice regarding any
         Proposed New Lender, if applicable, the Administrative Agent shall
         notify the Borrower and the Lenders on or before the Business Day
         immediately prior to the proposed effective date of the amount of each
         Lender's and Proposed New Lenders' Commitment (the "EFFECTIVE
         COMMITMENT AMOUNT") and the amount of the Aggregate Revolving Loan
         Commitment, which amounts shall be effective on the following Business
         Day. Any increase in




                                       26
<PAGE>   33

         the Aggregate Revolving Loan Commitment shall be subject to the
         following conditions precedent: (A) the Borrower shall have obtained
         the consent thereto of each Guarantor and its reaffirmation of the Loan
         Document(s) executed by it, which consent and reaffirmation shall be in
         writing and in form and substance reasonably satisfactory to the
         Administrative Agent, (B) as of the date of the Commitment Increase
         Notice and as of the proposed effective date of the increase in the
         Aggregate Revolving Loan Commitment, each of the representations and
         warranties of the Borrower hereunder shall be true and correct as if
         made on and as of such date and no event shall have occurred and then
         be continuing which constitutes a Default or Unmatured Default, (C) the
         Borrower, the Administrative Agent and each Proposed New Lender or
         Lender that shall have agreed to provide a "Commitment" in support of
         such increase in the Aggregate Revolving Loan Commitment shall have
         executed and delivered a "Commitment and Acceptance" substantially in
         the form of Exhibit J hereto, (D) counsel for the Borrower and for the
         Guarantors shall have provided to the Administrative Agent supplemental
         opinions in form and substance reasonably satisfactory to the
         Administrative Agent and (E) the Borrower and the Proposed New Lender
         shall otherwise have executed and delivered such other instruments and
         documents as may be required under Section 4.5 or that the
         Administrative Agent shall have reasonably requested in connection with
         such increase. If any fee shall be charged by the Lenders in connection
         with any such increase, such fee shall be in accordance with then
         prevailing market conditions, which market conditions shall have been
         reasonably documented by the Administrative Agent to the Borrower. Upon
         satisfaction of the conditions precedent to any increase in the
         Aggregate Revolving Loan Commitment, the Administrative Agent shall
         promptly advise the Borrower and each Lender of the effective date of
         such increase. Upon the effective date of any increase in the Aggregate
         Revolving Loan Commitment that is supported by a Proposed New Lender,
         such Proposed New Lender shall be a party hereto as a Lender and shall
         have the rights and obligations of a Lender hereunder. Nothing
         contained herein shall constitute, or otherwise be deemed to be, a
         commitment on the part of any Lender to increase its Commitment
         hereunder at any time.

                  (ii)  For purposes of this clause (ii), the term "BUYING
         LENDER(S)" shall mean (1) each Lender the Effective Commitment Amount
         of which is greater than its Commitment prior to the effective date of
         any increase in the Aggregate Commitment and (2) each Proposed New
         Lender that is allocated an Effective Commitment Amount in connection
         with any Commitment Increase Notice and the term "SELLING LENDER(S)"
         shall mean each Lender whose Commitment under this Agreement is not
         being increased from that in effect prior to such increase in the
         Aggregate Commitment. Effective on the effective date of any increase
         in the Aggregate Commitment pursuant to clause (i) above, each Selling
         Lender hereby sells, grants, assigns and conveys to each Buying Lender,
         without recourse, warranty, or representation of any kind, except as
         specifically provided herein, an undivided percentage in such Selling
         Lender's right, title and interest in and to its outstanding Loans and
         L/C Obligations in the respective dollar amounts and percentages
         necessary so that, from and after such sale, each such Selling Lender's
         outstanding Loans and L/C Obligations shall equal such Selling Lender's
         Pro Rata Share (calculated based upon the Effective Commitment Amounts)
         of the outstanding Loans and L/C Obligations under this Agreement.
         Effective on the effective date of the increase in the Aggregate
         Commitment




                                       27
<PAGE>   34

         pursuant to clause (i) above, each Buying Lender hereby purchases and
         accepts such grant, assignment and conveyance from the Selling Lenders.
         Each Buying Lender hereby agrees that its respective purchase price for
         the portion of the outstanding Loans and L/C Obligations purchased
         hereby shall equal the respective dollar amount necessary so that, from
         and after such payments, each Buying Lender's outstanding Loans and L/C
         Obligations shall equal such Buying Lender's Pro Rata Share (calculated
         based upon the Effective Commitment Amounts) of the outstanding Loans
         and L/C Obligations under this Agreement. Such amount shall be payable
         as follows: (a) with respect to all Floating Rate Advances, on the
         effective date of the increase in the Aggregate Commitment by wire
         transfer of immediately available funds to the Administrative Agent and
         (b) with respect to all Eurodollar Rate Advances, unless otherwise
         agreed to between the Buying Lenders and Selling Lenders, on the
         earlier of (i) the last day of the then current Interest Period by wire
         transfer of immediately available funds to the Administrative Agent and
         (ii) the date on which any such Eurodollar Rate Loan either becomes due
         (by acceleration or otherwise) or is prepaid (such earlier date being
         hereinafter referred to as the "SETTLEMENT DATE") and, for purposes of
         calculating interest due and payable with respect to the Eurodollar
         Rate Loans, the Lenders' Pro Rata Shares in each such outstanding
         Eurodollar Rate Loan, shall not be adjusted by virtue of the applicable
         increase until such Settlement Date. The Administrative Agent, in turn,
         shall wire transfer any such funds received to the Selling Lenders, in
         same day funds, for the sole account of the Selling Lenders. Each
         Selling Lender hereby represents and warrants to each Buying Lender
         that such Selling Lender owns the Loans and L/C Obligations being sold
         and assigned hereby for its own account and has not sold, transferred
         or encumbered any or all of its interest in such Loans or L/C
         Obligations, except for participations which will be extinguished to
         the extent of such payment upon payment to Selling Lender of an amount
         equal to the portion of the outstanding Loans and L/C Obligations being
         sold by such Selling Lender. Each Buying Lender hereby acknowledges and
         agrees that, except for each Selling Lender's representations and
         warranties contained in the foregoing sentence, each such Buying Lender
         has entered into its Commitment and Acceptance with respect to such
         increase on the basis of its own independent investigation and has not
         relied upon, and will not rely upon, any explicit or implicit written
         or oral representation, warranty or other statement of the Lenders or
         the Administrative Agent concerning the authorization, execution,
         legality, validity, effectiveness, genuineness, enforceability or
         sufficiency of this Agreement or the other Loan Documents. The Borrower
         hereby agrees to compensate each Selling Lender for all losses,
         expenses and liabilities incurred by each Lender in connection with the
         sale and assignment of any Eurodollar Rate Loans hereunder on the terms
         and in the manner as set forth in Section 4.4 if the Settlement Date is
         a date (other than the last day of the applicable Interest Period) on
         which any such Eurodollar Rate Loans become due (by acceleration or
         otherwise) or are prepaid.

         (B) Reductions to Aggregate Commitment. The Borrower may permanently
reduce the Aggregate Revolving Loan Commitment in whole, or in part ratably
among the Lenders, in an aggregate minimum amount of $5,000,000 and integral
multiples of $5,000,000 in excess of that amount (unless the Aggregate Revolving
Loan Commitment is reduced in whole), upon at least three (3) Business Day's
prior written notice to the Administrative Agent, which notice shall specify the
amount of any such reduction; provided, however, that the amount of the
Aggregate




                                       28
<PAGE>   35

Revolving Loan Commitment may not be reduced below the aggregate principal
amount of the outstanding Revolving Credit Obligations. In addition, the Agent
or the Required Lenders may permanently reduce the Aggregate Revolving Loan
Commitment as provided in Section 7.3(A)(vi). All accrued commitment fees shall
be payable on the effective date of any termination of the obligations of the
Lenders to make Loans hereunder or any reduction of the Aggregate Revolving Loan
Commitment on the amount so reduced.

         2.6 Method of Borrowing. Not later than 12:00 noon (Chicago time) on
each Borrowing Date, each Lender shall make available its Revolving Loan, in
immediately available funds, to the Administrative Agent at its address
specified pursuant to Article XIV. The Administrative Agent will promptly make
the funds so received from the Lenders available to the Borrower at the
Administrative Agent's aforesaid address.

         2.7 Method of Selecting Types and Interest Periods for Advances. The
Borrower shall select the Type of Advance and, in the case of each Eurodollar
Rate Advance, the Interest Period applicable to each Advance from time to time.
The Borrower shall give the Administrative Agent irrevocable notice in
substantially the form of Exhibit B hereto (a "BORROWING/ELECTION NOTICE") not
later than 10:00 a.m. (Chicago time) (a) on or before the Borrowing Date of each
Floating Rate Advance and (b) three (3) Business Days before the Borrowing Date
for each Eurodollar Rate Advance specifying: (i) the Borrowing Date (which shall
be a Business Day) of such Advance; (ii) the aggregate amount of such Advance;
(iii) the Type of Advance selected; and (iv) in the case of each Eurodollar Rate
Advance, the Interest Period applicable thereto. Each Floating Rate Advance and
all Obligations other than Loans shall bear interest from and including the date
of the making of such Advance, in the case of Loans, and the date such
Obligation is due and owing in the case of such other Obligations, to (but not
including) the date of repayment thereof at the Floating Rate, changing when and
as such Floating Rate changes. Changes in the rate of interest on that portion
of the Loans maintained as Floating Rate Loans will take effect simultaneously
with each change in the Alternate Base Rate. Each Eurodollar Rate Advance shall
bear interest from and including the first day of the Interest Period applicable
thereto to (but not including) the last day of such Interest Period at the
interest rate determined as applicable to such Eurodollar Rate Advance, changing
when and as the Applicable Eurodollar Margin changes. Changes in the rate of
interest on that portion of the Loans maintained as Eurodollar Rate Advances
will take effect simultaneously with each change in the Applicable Eurodollar
Margin.

         2.8 Minimum Amount of Each Advance. Each Floating Rate Advance (other
than an Advance to repay Swing Line Loans or a Reimbursement Obligation) shall
be in the minimum amount of $1,000,000 (and in multiples of $500,000 if in
excess thereof); provided, however, that any Floating Rate Advance may be in the
amount of the unused Aggregate Revolving Loan Commitment. Each Eurodollar Rate
Advance shall be in the minimum amount of $2,500,000 (and in multiples of
$500,000 if in excess thereof).




                                       29
<PAGE>   36

         2.9 Method of Selecting Types and Interest Periods for Conversion and
Continuation of Advances.

         (A) Right to Convert. The Borrower may elect from time to time, subject
to the provisions of Section 2.3 and this Section 2.9, to convert all or any
part of a Loan of any Type into any other Type or Types of Loans; provided that
any conversion of any Eurodollar Rate Advance shall be made on, and only on, the
last day of the Interest Period applicable thereto.

         (B) Automatic Conversion and Continuation. Floating Rate Loans shall
continue as Floating Rate Loans unless and until such Floating Rate Loans are
converted into Eurodollar Rate Loans. Eurodollar Rate Loans shall continue as
Eurodollar Rate Loans until the end of the then applicable Interest Period
therefor, at which time such Eurodollar Rate Loans shall be automatically
converted into Floating Rate Loans unless the Borrower shall have given the
Administrative Agent a Borrowing/Election Notice in accordance with Section
2.9(D) requesting that, at the end of such Interest Period, such Eurodollar Rate
Loans continue as a Eurodollar Rate Loan.

         (C) No Conversion Post-Default or Post-Unmatured Default.
Notwithstanding anything to the contrary contained in Section 2.9(A) or Section
2.9(B), no Loan may be converted into or continued as a Eurodollar Rate Loan
(except with the consent of the Required Lenders) when any Default or Unmatured
Default has occurred and is continuing.

         (D) Borrowing/Election Notice. The Borrower shall give the
Administrative Agent an irrevocable Borrowing/Election Notice of each conversion
of a Floating Rate Loan into a Eurodollar Rate Loan or continuation of a
Eurodollar Rate Loan not later than 10:00 a.m. (Chicago time) three (3) Business
Days prior to the date of the requested conversion or continuation, specifying:
(1) the requested date (which shall be a Business Day) of such conversion or
continuation; (2) the amount and Type of the Loan to be converted or continued;
and (3) the amount of Eurodollar Rate Loan(s) into which such Loan is to be
converted or continued, and the duration of the Interest Period applicable
thereto.

         2.10 Default Rate. After the occurrence and during the continuance of a
Default, at the option of the Administrative Agent or at the direction of the
Required Lenders, (a) the interest rate(s) applicable to the Obligations
(whether Floating Rate Advances, Swing Line Loans or Eurodollar Rate Advances)
shall be equal to the Floating Rate, changing as and when the Floating Rate
changes plus two percent (2.00%) per annum for all Loans and other Obligations
and (b) the fees payable under Section 3.7 with respect to Letters of Credit
shall be equal to the Applicable L/C Fee Percentage plus two percent (2.00%) per
annum.

         2.11 Method of Payment. All payments of principal, interest, fees,
commissions and L/C Obligations hereunder shall be made, without setoff,
deduction or counterclaim, in immediately available funds to the Administrative
Agent at the Administrative Agent's address specified pursuant to Article XIV,
or at any other Lending Installation of the Administrative Agent




                                       30
<PAGE>   37

specified in writing by the Administrative Agent to the Borrower, by 2:00 p.m.
(Chicago time) on the date when due and shall be made ratably among the Lenders
(unless such amount is not to be shared ratably in accordance with the terms
hereof). Each payment delivered to the Administrative Agent for the account of
any Lender shall be delivered promptly by the Administrative Agent to such
Lender in the same type of funds which the Administrative Agent received at its
address specified pursuant to Article XIV or at any Lending Installation
specified in a notice received by the Administrative Agent from such Lender. The
Borrower authorizes the Administrative Agent to charge the account of the
Borrower maintained with Bank One for each payment of principal, interest, fees,
commissions and L/C Obligations as it becomes due hereunder. Each reference to
the Administrative Agent in this Section 2.11 shall also be deemed to refer, and
shall apply equally, to the Issuing Bank, in the case of payments required to be
made by the Borrower to the Issuing Bank pursuant to Article III.

         2.12 Evidence of Debt.

         (A) Each Lender shall maintain in accordance with its usual practice an
account or accounts (a "LOAN ACCOUNT") evidencing the indebtedness of the
Borrower to such Lender owing to such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time hereunder.

         (B) The Register maintained by the Administrative Agent pursuant to
Section 13.3(C) shall include a control account, and a subsidiary account for
each Lender, in which accounts (taken together) shall be recorded (i) the date
and the amount of each Loan made hereunder, the Type thereof and the Interest
Period, if any, applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder, (iii) the effective date and amount of each Assignment Agreement
delivered to and accepted by it and the parties thereto pursuant to Section
13.3, (iv) the amount of any sum received by the Administrative Agent hereunder
for the account of the Lenders and each Lender's share thereof, and (v) all
other appropriate debits and credits as provided in this Agreement, including,
without limitation, all fees, charges, expenses and interest.

         (C) The entries made in the Loan Account, the Register and the other
accounts maintained pursuant to subsections (A) or (B) of this Section shall be
prima facie evidence of the information set forth therein, and, unless the
Borrower objects to information contained in the Loan Accounts, the Register or
the other accounts within thirty (30) days of the Borrower's receipt of such
information, shall constitute an account stated; provided that the failure of
any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement.

         (D) Any Lender may request that the Revolving Loans made by it each be
evidenced by a promissory note substantially in the form of Exhibit K hereto to
evidence such Lender's Revolving Loans. In such event, the Borrower shall
prepare, execute and deliver to such Lender




                                       31
<PAGE>   38

a promissory note for such Loans payable to the order of such Lender and
substantially in the form of Exhibit K attached hereto. Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 13.3) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein.

         2.13 Telephonic Notices. The Borrower authorizes the Lenders and the
Administrative Agent to extend, convert or continue Advances, effect selections
of Types of Advances and to transfer funds based on telephonic notices made by
any person or persons the Administrative Agent or any Lender in good faith
reasonably believes to be acting on behalf of the Borrower. The Borrower agrees
to deliver promptly to the Administrative Agent a written confirmation, signed
by an Authorized Officer, if such confirmation is requested by the
Administrative Agent or any Lender, of each telephonic notice. If the written
confirmation differs in any material respect from the action taken by the
Administrative Agent and the Lenders, the records of the Administrative Agent
and the Lenders shall be prima facie evidence of the information set forth
therein. In case of disagreement concerning such notices, if the Administrative
Agent has recorded telephonic Borrowing/Election Notices, such recordings will
be made available to the Borrower upon the Borrower's request therefor.

         2.14 Promise to Pay; Interest and Commitment Fees; Interest Payment
Dates; Interest and Fee Basis; Loan and Control Accounts.

         (A) Promise to Pay. The Borrower unconditionally promises to pay when
due the principal amount of each Loan and all other Obligations incurred by it,
and to pay all unpaid interest accrued thereon, in accordance with the terms of
this Agreement and the other Loan Documents.

         (B) Interest Payment Dates. Interest accrued on each Floating Rate Loan
shall be payable on each Payment Date, commencing with the first such date to
occur after the date hereof and at maturity (whether by acceleration or
otherwise). Interest accrued on each Eurodollar Rate Loan shall be payable on
the last day of its applicable Interest Period, on any date on which the
Eurodollar Rate Loan is prepaid, whether by acceleration or otherwise, and at
maturity. Interest accrued on the principal balance of all other Obligations
shall be payable in arrears (i) on the last day of each calendar month,
commencing on the first such day following the incurrence of such Obligation,
(ii) upon repayment thereof in full or in part, and (iii) if not theretofore
paid in full, at the time such other Obligation becomes due and payable (whether
by acceleration or otherwise).

         (C) Commitment Fees and Administrative Agent's Fees. The Borrower shall
pay to the Administrative Agent, for the account of the Lenders in accordance
with their Pro Rata Shares, from and after the Closing Date until the date on
which the Aggregate Revolving Loan Commitment shall be terminated in whole, a
Commitment fee accruing at the rate of the then Applicable Commitment Fee
Percentage, on the amount by which (A) the Aggregate Revolving




                                       32
<PAGE>   39

Loan Commitment in effect from time to time exceeds (B) the Revolving Credit
Obligations (excluding the outstanding principal amount of the Swing Line Loans)
in effect from time to time. All such Commitment fees payable under this clause
(C) shall be payable quarterly in arrears on each Payment Date occurring after
the Closing Date (with the first such payment being calculated for the period
from the Closing Date and ending on December 31, 2000), on the date of any
reduction of the Aggregate Revolving Loan Commitment for the amount so reduced
and, in addition, on the date on which the Aggregate Revolving Loan Commitment
shall be terminated in whole.

                  (i)   The Borrower agrees to pay to the Administrative Agent
         for the sole account of the Administrative Agent and the Arranger
         (unless otherwise agreed between the Administrative Agent and the
         Arranger and any Lender) the fees set forth in the letter agreement
         among the Administrative Agent, the Arranger and the Borrower dated
         July 24, 2000, payable at the times and in the amounts set forth
         therein.

         (D) Interest and Fee Basis; Applicable Floating Rate Margins,
Applicable Eurodollar Margins; Applicable Commitment Fee Percentage and
Applicable L/C Fee Percentage.

                  (i)   Interest on Eurodollar Rate Loans, interest on Floating
         Rate Loans where interest is calculated by reference to the Federal
         Funds Effective Rate and fees shall be calculated for actual days
         elapsed on the basis of a 360-day year for actual days elapsed.
         Interest on Floating Rate Loans where interest is calculated by
         reference to the Corporate Base Rate shall be calculated for actual
         days elapsed on the basis of a 365, or when appropriate 366, day year.
         Interest shall be payable for the day an Obligation is incurred but not
         for the day of any payment on the amount paid if payment is received
         prior to 2:00 p.m. (Chicago time) at the place of payment. If any
         payment of principal of or interest on a Loan or any payment of any
         other Obligations shall become due on a day which is not a Business
         Day, such payment shall be made on the next succeeding Business Day
         and, in the case of a principal payment, such extension of time shall
         be included in computing interest, fees and commissions in connection
         with such payment.

                  (ii)  The Applicable Floating Rate Margins, Applicable
         Eurodollar Margins, Applicable Commitment Fee Percentage and Applicable
         L/C Fee Percentage shall be determined from time to time by reference
         to the table set forth below, on the basis of the then applicable
         Leverage Ratio as described in this Section 2.14(D)(ii):









                                       33
<PAGE>   40

<TABLE>
<CAPTION>

       LEVERAGE RATIO                    APPLICABLE MARGINS                         APPLICABLE FEES
       --------------             --------------------------------         ---------------------------------
                                  APPLICABLE          APPLICABLE           APPLICABLE            APPLICABLE
                                  EURODOLLAR         FLOATING RATE           L/C FEE          COMMITMENT FEE
                                    MARGIN              MARGIN             PERCENTAGE           PERCENTAGE
                                  ----------         -------------         ----------         --------------
<S>                               <C>                <C>                   <C>                <C>
LEVEL I: Less than
1.0 to 1.00                          0.50%               0.00%                0.50%                  0.15%

LEVEL II: Greater
than or equal to 1.0
to 1.00 and less than
1.5 to 1.00                         0.625%               0.00%               0.625%                 0.175%

LEVEL III: Greater
than or equal to 1.5
to 1.00 and less than                0.75%               0.00%                0.75%                  0.20%
2.0 to 1.00

LEVEL IV: Greater
than or equal to 2.0                0.875%               0.00%               0.875%                 0.225%
to 1.00
</TABLE>

                  (iii) For purposes of Section 2.14(D)(ii), the Leverage Ratio
         shall be calculated as provided in Section 7.4(A). Upon receipt of the
         financial statements delivered pursuant to Section 7.1(A)(i) (other
         than such financials for the last quarter of each fiscal year) and
         Section 7.1(A)(ii), as applicable, the Applicable Floating Rate
         Margins, Applicable Eurodollar Margins, Applicable Commitment Fee
         Percentage and Applicable L/C Fee Percentage shall be adjusted, such
         adjustment being effective five (5) Business Days following the
         Administrative Agent's receipt of such financial statements and the
         compliance certificate required to be delivered in connection therewith
         pursuant to Section 7.1(A)(iii); provided, that if the Borrower shall
         not have timely delivered its financial statements in accordance with
         Section 7.1(A)(i) or (ii), as applicable, then commencing on the date
         upon which such financial statements or certificate should have been
         delivered and continuing until such financial statements or
         certificate, as applicable, are actually delivered, it shall be assumed
         for purposes of determining the Applicable Floating Rate Margins,
         Applicable Eurodollar Margins, Applicable Commitment Fee Percentage and
         Applicable L/C Fee Percentage that the Leverage Ratio was greater than
         2.0 to 1.0 and Level IV pricing shall be applicable.

         2.15 Notification of Advances, Interest Rates, Prepayments and
Aggregate Revolving Loan Commitment Reductions. Promptly after receipt thereof,
the Administrative Agent will notify each Lender of the contents of each
Aggregate Revolving Loan Commitment reduction notice, Borrowing/Election Notice,
and repayment notice received by it hereunder. The Administrative Agent will
notify each Lender of the interest rate applicable to each Eurodollar Rate Loan
promptly upon determination of such interest rate and will give each Lender
prompt notice of each change in the Alternate Base Rate.




                                       34
<PAGE>   41

         2.16 Lending Installations. Each Lender may book its Loans or Letters
of Credit at any Lending Installation selected by such Lender and may change its
Lending Installation from time to time. All terms of this Agreement shall apply
to any such Lending Installation. Each Lender may, by written or facsimile
notice to the Administrative Agent and the Borrower, designate a Lending
Installation through which Loans will be made by it and for whose account Loan
payments and/or payments of L/C Obligations are to be made.

         2.17 Non-Receipt of Funds by the Administrative Agent.

         (A) Non-Receipt of Funds from Lenders. Unless the Administrative Agent
shall have been notified by a Lender prior to the time such Lender's share of
any such Advance is to be made by such Lender that such Lender does not intend
to make its share of such requested Advance available to the Administrative
Agent, the Administrative Agent may assume that such Lender has made such
proceeds available to the Administrative Agent on such date, and the
Administrative Agent may, in reliance upon such assumption (but shall not be
obligated to), make available to the Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent
by such Lender on the date the Advance is made, the Administrative Agent shall
be entitled to recover such amount on demand from such Lender (or, if such
Lender fails to pay such amount forthwith upon such demand, from the Borrower)
together with interest thereon in respect of each day during the period
commencing on the date such amount was made available to the Borrower and ending
on (but excluding) the date the Administrative Agent recovers such amount, at a
rate per annum equal to the Federal Funds Effective Rate and from the Borrower,
at a rate per annum equal to the interest rate applicable to such Advance.

         (B) Non-Receipt of Funds from the Borrower. Unless the Administrative
Agent shall have been notified by the Borrower prior to the time the Borrower is
scheduled to make a payment of principal, interest or commitment fees hereunder
that the Borrower does not intend to make such payment available to the
Administrative Agent, the Administrative Agent may assume that the Borrower has
made such payment available to the Administrative Agent on the date such amount
is due, and the Administrative Agent may, in reliance upon such assumption (but
shall not be obligated to), make available to the Lenders a corresponding
amount. If such corresponding amount is not in fact made available to the
Administrative Agent by the Borrower on the date such amount is due and payable
hereunder, the Administrative Agent shall be entitled to recover such amount on
demand from the Borrower (or, if the Borrower fails to pay such amount forthwith
upon such demand, from the Lenders) together with interest thereon in respect of
each day during the period commencing on the date such amount was made available
to the Lenders and ending on (but excluding) the date the Administrative Agent
recovers such amount, at a rate per annum equal to the interest rate applicable
to such Obligation hereunder and, from the Lenders, at a rate per annum equal to
the Federal Funds Effective Rate.

         2.18 Termination Date. This Agreement shall be effective until the
Termination Date. Notwithstanding the termination of this Agreement, until all
of the Obligations (other than




                                       35
<PAGE>   42

contingent indemnity obligations) shall have been fully and indefeasibly paid
and satisfied in cash, all financing arrangements among the Borrower and the
Lenders shall have been terminated (including under Hedging Agreements or other
agreements with respect to Hedging Obligations) and all of the Letters of Credit
shall have expired, been canceled or terminated, all of the rights and remedies
under this Agreement and the other Loan Documents shall survive.

         2.19 Replacement of Certain Lenders. In the event a Lender ("AFFECTED
LENDER") shall have: (i) failed to fund its Pro Rata Share of any Advance
requested by the Borrower, or to fund a Revolving Loan in order to repay Swing
Line Loans or Reimbursement Obligations, which such Lender is obligated to fund
under the terms of this Agreement and which failure has not been cured, (ii)
requested compensation from the Borrower under Sections 4.1, 4.2 or 4.5 to
recover Taxes, Other Taxes or other additional costs incurred by such Lender
which are not being incurred generally by the other Lenders, (iii) delivered a
notice pursuant to Section 4.3 claiming that such Lender is unable to extend
Eurodollar Rate Loans to the Borrower for reasons not generally applicable to
the other Lenders or (iv) has invoked Section 10.2, then, in any such case, the
Borrower or the Administrative Agent may make written demand on such Affected
Lender (with a copy to the Administrative Agent in the case of a demand by the
Borrower and a copy to the Borrower in the case of a demand by the
Administrative Agent) for the Affected Lender to assign, and such Affected
Lender shall use commercially reasonable efforts to assign pursuant to one or
more duly executed Assignment Agreements five (5) Business Days after the date
of such demand, to one or more financial institutions that comply with the
provisions of Section 13.3 which the Borrower or the Administrative Agent, as
the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all
of such Affected Lender's rights and obligations under this Agreement and the
other Loan Documents (including, without limitation, its Revolving Loan
Commitment, all Loans owing to it, all of its participation interests in
existing Letters of Credit, and its obligation to participate in additional
Letters of Credit and Swing Line Loans hereunder) in accordance with Section
13.3. The Administrative Agent agrees, upon the occurrence of such events with
respect to an Affected Lender and upon the written request of the Borrower, to
use its reasonable efforts to obtain the commitments from one or more financial
institutions to act as a Replacement Lender. Further, with respect to such
assignment the Affected Lender shall have concurrently received, in cash, all
amounts due and owing to the Affected Lender hereunder or under any other Loan
Document, including, without limitation, the aggregate outstanding principal
amount of the Loans owed to such Lender, together with accrued interest thereon
through the date of such assignment, amounts payable under Sections 4.1, 4.2 and
4.5 with respect to such Affected Lender and compensation payable under Section
2.14(C) in the event of any replacement of any Affected Lender under clause (ii)
or clause (iii) of this Section 2.19; provided that upon such Affected Lender's
replacement, such Affected Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of Sections 4.1, 4.2, 4.4, 4.5 and 10.6,
as well as to any fees accrued for its account hereunder and not yet paid, and
shall continue to be obligated under Section 11.8. Upon the replacement of any
Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2
shall continue to apply with respect to Loans which are then outstanding with
respect to which the Affected Lender failed to fund its Pro Rata Share and which
failure has not been cured.




                                       36
<PAGE>   43

                   ARTICLE III: THE LETTER OF CREDIT FACILITY

         3.1 Obligation to Issue Letters of Credit. Subject to the terms and
conditions of this Agreement and in reliance upon the representations,
warranties and covenants of the Borrower herein set forth, the Issuing Bank
hereby agrees to issue for the account of the Borrower through the Issuing
Bank's branches as it and the Borrower may jointly agree, one or more Letters of
Credit denominated in Dollars in accordance with this Article III, from time to
time during the period, commencing on the Initial Funding Date and ending on the
fifth Business Day prior to the Revolving Loan Termination Date.

         3.2 Types and Amounts. The Issuing Bank shall not have any obligation
to and the Issuing Bank shall not:

                  (i)   issue (or amend) any Letter of Credit if on the date of
         issuance (or amendment), before or after giving effect to the Letter of
         Credit requested hereunder, (a) the Revolving Credit Obligations at
         such time would exceed the Aggregate Revolving Loan Commitment at such
         time, or (b) the aggregate outstanding amount of the L/C Obligations
         would exceed $10,000,000; or

                  (ii)  issue (or amend) any Letter of Credit which has an
         expiration date later than the date which is the earlier of (a) one (1)
         year after the date of issuance thereof or (b) five (5) Business Days
         immediately preceding the Revolving Loan Termination Date; provided
         that any Letter of Credit with a one-year tenor may provide for the
         renewal thereof for additional one-year periods (which shall in no
         event extend beyond the date referred to in clause (b) above).

         3.3 Conditions. In addition to being subject to the satisfaction of the
conditions contained in Sections 5.1 and 5.2, the obligation of the Issuing Bank
to issue any Letter of Credit is subject to the satisfaction in full of the
following conditions:

                  (i)   the Borrower shall have delivered to the Issuing Bank at
         such times and in such manner as the Issuing Bank may reasonably
         prescribe, a request for issuance of such Letter of Credit in
         substantially the form of Exhibit C hereto, duly executed applications
         for such Letter of Credit, and such other documents, instructions and
         agreements as may be required pursuant to the terms thereof (all such
         applications, documents, instructions, and agreements being referred to
         herein as the "L/C DOCUMENTS"), and the proposed Letter of Credit shall
         be reasonably satisfactory to the Issuing Bank as to form and content;
         and

                  (ii)  as of the date of issuance no order, judgment or decree
         of any court, arbitrator or Governmental Authority shall purport by its
         terms to enjoin or restrain the Issuing Bank from issuing such Letter
         of Credit and no law, rule or regulation applicable to the Issuing Bank
         and no request or directive (whether or not having the force of law)
         from a




                                       37
<PAGE>   44

         Governmental Authority with jurisdiction over the Issuing Bank shall
         prohibit or request that the Issuing Bank refrain from the issuance of
         Letters of Credit generally or the issuance of that Letter of Credit.

         3.4 Procedure for Issuance of Letters of Credit. (a) Subject to the
terms and conditions of this Article III and provided that the applicable
conditions set forth in Sections 5.1 and 5.2 hereof have been satisfied, the
Issuing Bank shall, on the requested date, issue a Letter of Credit on behalf of
the Borrower in accordance with the Issuing Bank's usual and customary business
practices and, in this connection, the Issuing Bank may assume that the
applicable conditions set forth in Section 5.2 hereof have been satisfied unless
it shall have received notice to the contrary from the Administrative Agent or a
Lender or has knowledge that the applicable conditions have not been met.

         (b) The Issuing Bank shall give the Administrative Agent written or
telecopy notice, or telephonic notice confirmed promptly thereafter in writing,
of the issuance of a Letter of Credit, provided, however, that the failure to
provide such notice shall not result in any liability on the part of the Issuing
Bank.

         (c) The Issuing Bank shall not extend (including as a result of any
evergreen provision) or amend any Letter of Credit unless the requirements of
this Section 3.4 are met as though a new Letter of Credit was being requested
and issued.

         3.5 Letter of Credit Participation. Immediately upon the issuance of
each Letter of Credit hereunder, each Lender with a Pro Rata Share shall be
deemed to have automatically, irrevocably and unconditionally purchased and
received from the Issuing Bank an undivided interest and participation in and to
such Letter of Credit, the obligations of the Borrower in respect thereof, and
the liability of the Issuing Bank thereunder (collectively, an "L/C INTEREST")
in an amount equal to the amount available for drawing under such Letter of
Credit multiplied by such Lender's Pro Rata Share. The Issuing Bank will notify
each Lender promptly upon presentation to it of an L/C Draft or upon any other
draw under a Letter of Credit. On or before the Business Day on which the
Issuing Bank makes payment of each such L/C Draft or, in the case of any other
draw on a Letter of Credit, on demand by the Administrative Agent or the Issuing
Bank, in either case, to the extent the Borrower fails to reimburse the Issuing
Bank on such date in an amount equal to such payment or draw, each Lender shall
make payment to the Administrative Agent, for the account of the Issuing Bank,
in immediately available funds in an amount equal to such Lender's Pro Rata
Share of the amount of such payment or draw. The obligation of each Lender to
reimburse the Issuing Bank under this Section 3.5 shall be unconditional,
continuing, irrevocable and absolute. In the event that any Lender fails to make
payment to the Administrative Agent of any amount due under this Section 3.5,
the Administrative Agent shall be entitled to receive, retain and apply against
such obligation the principal and interest otherwise payable to such Lender
hereunder until the Administrative Agent receives such payment from such Lender
or such obligation is otherwise fully satisfied; provided,




                                       38
<PAGE>   45

however, that nothing contained in this sentence shall relieve such Lender of
its obligation to reimburse the Issuing Bank for such amount in accordance with
this Section 3.5.

         3.6 Reimbursement Obligation. The Borrower agrees unconditionally,
irrevocably and absolutely to pay immediately to the Administrative Agent, for
the account of the Lenders, the amount of each advance drawn under or pursuant
to a Letter of Credit or an L/C Draft related thereto (such obligation of the
Borrower to reimburse the Administrative Agent for an advance made under a
Letter of Credit or L/C Draft being hereinafter referred to as a "REIMBURSEMENT
OBLIGATION" with respect to such Letter of Credit or L/C Draft), each such
reimbursement to be made by the Borrower no later than the Business Day on which
the Issuing Bank makes payment of each such L/C Draft or, in the case of any
other draw on a Letter of Credit, the date specified in the demand of the
Issuing Bank. If the Borrower at any time fails to repay a Reimbursement
Obligation pursuant to this Section 3.6, the Borrower shall be deemed to have
elected to borrow Revolving Loans from the Lenders, as of the date of the
advance giving rise to the Reimbursement Obligation, equal in amount to the
amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall be
made as of the date of the payment giving rise to such Reimbursement Obligation,
automatically, without notice and without any requirement to satisfy the
conditions precedent otherwise applicable to an Advance of Revolving Loans. Such
Revolving Loans shall constitute a Floating Rate Advance, the proceeds of which
Advance shall be used to repay such Reimbursement Obligation. If, for any
reason, the Borrower fails to repay a Reimbursement Obligation on the day such
Reimbursement Obligation arises and, for any reason, the Lenders are unable to
make or have no obligation to make Revolving Loans, then such Reimbursement
Obligation shall bear interest from and after such day, until paid in full, at
the interest rate applicable to a Floating Rate Advance.

         3.7 Letter of Credit Fees. The Borrower agrees to pay:

                  (i)   quarterly, in arrears, to the Administrative Agent for
         the ratable benefit of the Lenders, except as set forth in Section 9.2,
         a letter of credit fee at a rate per annum equal to the Applicable L/C
         Fee Percentage on the average daily outstanding face amount available
         for drawing under all Letters of Credit;

                  (ii)  quarterly, in arrears, to the Issuing Bank, a letter of
         credit fronting fee at a rate per annum equal to 0.125% on the average
         daily outstanding face amount available for drawing under all Letters
         of Credit issued by the Issuing Bank; and

                  (iii) to the Issuing Bank, all customary fees and other
         issuance, amendment, cancellation, document examination, negotiation,
         transfer and presentment expenses and related charges in connection
         with the issuance, amendment, cancellation, presentation of L/C Drafts,
         negotiation, transfer and the like customarily charged by the Issuing
         Bank with respect to standby and commercial Letters of Credit,
         including, without limitation, standard commissions with respect to
         commercial Letters of Credit, payable at the time of




                                       39
<PAGE>   46

         invoice of such amounts. In determining such charges, the Issuing Bank
         shall treat the Borrower in a manner similar to other similarly
         situated customers of such Issuing Bank.

         3.8 Reporting Requirements. Upon the reasonable request of any Lender,
the Issuing Bank shall furnish to such Lender copies of any Letter of Credit and
any application for or reimbursement agreement with respect to a Letter of
Credit to which the Issuing Bank is party, and the Administrative Agent shall
notify such Lender of the face amount of all outstanding Letters of Credit as of
the date of such request.

         3.9 Indemnification; Exoneration. (A) In addition to amounts payable as
elsewhere provided in this Article III, the Borrower hereby agrees to protect,
indemnify, pay and save harmless the Administrative Agent, the Issuing Bank and
each Lender from and against any and all liabilities and costs which the
Administrative Agent, the Issuing Bank or such Lender may incur or be subject to
as a consequence, direct or indirect, of (i) the issuance of any Letter of
Credit other than, in the case of the Issuing Bank, as a result of its Gross
Negligence or willful misconduct, as determined by the final judgment of a court
of competent jurisdiction, or (ii) the failure of the Issuing Bank to honor a
drawing under a Letter of Credit as a result of any act or omission, whether
rightful or wrongful, of any present or future de jure or de facto Governmental
Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

         (B) As among the Borrower, the Lenders, the Administrative Agent and
the Issuing Bank, the Borrower assumes all risks of the acts and omissions of,
or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit.
In furtherance and not in limitation of the foregoing, neither the
Administrative Agent, the Issuing Bank nor any Lender shall be responsible (in
the absence of Gross Negligence or willful misconduct in connection therewith,
as determined by the final judgment of a court of competent jurisdiction): (i)
for the form, validity, sufficiency, accuracy, genuineness or legal effect of
any document submitted by any party in connection with the application for and
issuance of the Letters of Credit, even if it should in fact prove to be in any
or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii)
for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) for failure of the beneficiary of a
Letter of Credit to comply duly with conditions required in order to draw upon
such Letter of Credit (provided the provisions of this clause (iii) shall not
prejudice or impair any claims the Borrower may bring under applicable law for
the wrongful honor of a drawing under a Letter of Credit); (iv) for errors,
omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telecopy, or other similar form of teletransmission
or otherwise; (v) for errors in interpretation of technical trade terms; (vi)
for any loss or delay in the transmission or otherwise of any document required
in order to make a drawing under any Letter of Credit or of the proceeds
thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit
of the proceeds of any drawing under such Letter of Credit; and (viii) for any
consequences arising from causes beyond the control of the Administrative Agent,
the Issuing Bank and the Lenders, including, without limitation, any
Governmental Acts.




                                       40
<PAGE>   47

None of the above shall affect, impair, or prevent the vesting of the Issuing
Bank's rights or powers under this Section 3.9.

         (C) In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by the Issuing
Bank under or in connection with the Letters of Credit or any related
certificates shall not, in the absence of Gross Negligence or willful
misconduct, as determined by the final judgment of a court of competent
jurisdiction, put the Issuing Bank, the Administrative Agent or any Lender under
any resulting liability to the Borrower or relieve the Borrower of any of its
obligations hereunder to any such Person.

         (D) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 3.9 shall survive the payment in full of principal and interest
hereunder, the termination of the Letters of Credit, the termination of this
Agreement until all Letters of Credit shall have expired and all indebtedness,
liabilities and obligations under this Article III shall have been paid in full.

         3.10 Cash Collateral. Notwithstanding anything to the contrary herein
or in any application for a Letter of Credit, after the occurrence and during
the continuance of a Default, the Borrower shall, upon the Administrative
Agent's or the Required Lenders' demand, deliver to the Administrative Agent for
the benefit of the Lenders and the Issuing Bank, cash, or other collateral of a
type satisfactory to the Required Lenders, having a value, as determined by such
Lenders, equal to the aggregate outstanding L/C Obligations. In addition, if the
Revolving Credit Availability is at any time less than the amount of contingent
L/C Obligations outstanding at any time, the Borrower shall deposit cash
collateral with the Administrative Agent in an amount equal to the amount by
which such L/C Obligations exceed such Revolving Credit Availability. Any such
collateral shall be held by the Administrative Agent in a separate account
appropriately designated as a cash collateral account in relation to this
Agreement and the Letters of Credit and retained by the Administrative Agent for
the benefit of the Lenders and the Issuing Bank as collateral security for the
Borrower's obligations in respect of this Agreement and each of the Letters of
Credit and L/C Drafts. Such amounts shall be applied to reimburse the Issuing
Bank for drawings or payments under or pursuant to Letters of Credit or L/C
Drafts, or if no such reimbursement is required, but a Default has occurred and
is continuing, to payment of such of the other Obligations as the Administrative
Agent shall determine. If no Default shall be continuing, amounts remaining in
any cash collateral account established pursuant to this Section 3.10 which are
not to be applied to reimburse the Issuing Bank for amounts actually paid or to
be paid by the Issuing Bank in respect of a Letter of Credit or L/C Draft, shall
be returned to the Borrower (after deduction of the Administrative Agent's
reasonable out-of-pocket expenses incurred in connection with such cash
collateral account). Any cash collateral deposited under this Section 3.10, and
all interest earned thereon, shall be held by the Administrative Agent and
invested and reinvested at the reasonable and customary expense and written
direction of the Borrower in U.S. Treasury bills with maturities of no more than
ninety (90) days from the date of investment.




                                       41
<PAGE>   48

                      ARTICLE IV: YIELD PROTECTION; TAXES

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

         (A) subjects any Lender or any applicable Lending Installation to any
Taxes, or changes the basis of taxation of payments (other than with respect to
Excluded Taxes) to any Lender in respect of its Loans or L/C Interests, or

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

         (C) imposes any other condition the result of which is to increase the
cost to any Lender or any applicable Lending Installation of making, funding or
maintaining its Loans or L/C Interests or reduces any amount receivable by any
Lender or any applicable Lending Installation in connection with its Loans or
L/C Interests, or requires any Lender or any applicable Lending Installation to
make any payment calculated by reference to the amount of Loans or L/C Interests
held or interest received by it, by an amount deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its Loans, L/C
Interests or Revolving Loan Commitment or to reduce the return received by such
Lender or applicable Lending Installation in connection with such Loans, L/C
Interests or Revolving Loan Commitment, then, within 15 days of demand by such
Lender, the Borrower shall pay such Lender such additional amount or amounts as
will compensate such Lender for such increased cost or reduction in amount
received.

         4.2 Changes in Capital Adequacy Regulations. If a Lender determines the
amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a Change, then, within 15 days of demand by such
Lender, the Borrower shall pay such Lender the amount necessary to compensate
for any shortfall in the rate of return on the portion of such increased capital
which such Lender determines is attributable to this Agreement, its Loans, L/C
Interests or its Revolving Loan Commitment hereunder (after taking into account
such Lender's policies as to capital adequacy). "CHANGE" means (i) any change
after the date of this Agreement in the Risk-Based Capital Guidelines or (ii)
any adoption of or change in any other law, governmental




                                       42
<PAGE>   49

or quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the date of this
Agreement which affects the amount of capital required or expected to be
maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. "RISK-BASED CAPITAL GUIDELINES" means (i) the risk-based
capital guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the
July 1988 report of the Basle Committee on Banking Regulation and Supervisory
Practices Entitled "International Convergence of Capital Measurements and
Capital Standards," including transition rules, and any amendments to such
regulations adopted prior to the date of this Agreement.

         4.3 Availability of Types of Advances. If any Lender reasonably
determines that maintenance of its Eurodollar Rate Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation, or directive,
whether or not having the force of law, or if the Required Lenders reasonably
determine that (i) deposits of a type and maturity appropriate to match fund
Eurodollar Rate Advances are not available or (ii) the interest rate applicable
to Eurodollar Rate Advances does not accurately reflect the cost of making or
maintaining Eurodollar Rate Advances, then the Administrative Agent shall
suspend the availability of Eurodollar Rate Advances and require any affected
Eurodollar Rate Advances to be repaid or converted to Floating Rate Advances,
subject to the payment of any funding indemnification amounts required by
Section 4.4.

         4.4 Funding Indemnification. If any payment of a Eurodollar Rate
Advance occurs on a date which is not the last day of the applicable Interest
Period, whether because of acceleration, prepayment or otherwise, or a
Eurodollar Rate Advance is not made on the date specified by the Borrower for
any reason other than default by the Lenders, the Borrower will indemnify each
Lender for any loss or cost incurred by it resulting therefrom, including,
without limitation, any loss or cost in liquidating or employing deposits
acquired to fund or maintain such Eurodollar Rate Advance and any loss or cost
arising as a result of the failure of the Borrower to prepay any Eurodollar Rate
Advance for which a notice of prepayment has been given pursuant to the Loan
Documents.

         4.5 Taxes. To the extent permitted by law, all payments by the Borrower
to or for the account of any Lender or the Administrative Agent hereunder or
under any of the Loan Documents shall be made free and clear of and without
deduction for any and all Taxes. If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to any Lender,
Issuing Bank or the Administrative Agent, (a) the sum payable shall be increased
as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 4.5) such Lender,
Issuing Bank or the Administrative Agent (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (b)
the Borrower shall make such deductions, (c) the Borrower shall pay the full
amount deducted to the relevant authority in accordance with




                                       43
<PAGE>   50

applicable law and (d) the Borrower shall furnish to the Administrative Agent
the original copy of a receipt evidencing payment thereof within 30 days after
such payment is made.

                  (i)   To the extent permitted by law, in addition, the
         Borrower hereby agrees to pay any present or future stamp or
         documentary taxes and any other excise or property taxes, charges or
         similar levies which arise from any payment made hereunder or under any
         Note or from the execution or delivery of, or otherwise with respect
         to, this Agreement or any Note ("OTHER TAXES").

                  (ii)  To the extent permitted by law, the Borrower hereby
         agrees to indemnify the Administrative Agent and each Lender for the
         full amount of Taxes or Other Taxes (including, without limitation, any
         Taxes or Other Taxes imposed on amounts payable under this Section 4.5)
         paid by the Administrative Agent or such Lender and any liability
         (including penalties, interest and expenses) arising therefrom or with
         respect thereto. Payments due under this indemnification shall be made
         within 30 days of the date the Administrative Agent or such Lender
         makes demand therefor pursuant to Section 4.6.

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

                  (iv)  For any period during which a Non-U.S. Lender has failed
         to provide the Borrower with an appropriate form pursuant to clause
         (iv), above (unless such failure is due to a change in treaty, law or
         regulation, or any change in the interpretation or administration
         thereof by any




                                       44
<PAGE>   51

         governmental authority, occurring subsequent to the date on which a
         form originally was required to be provided), such Non-U.S. Lender
         shall not be entitled to indemnification under this Section 4.5 with
         respect to Taxes imposed by the United States; provided that, should a
         Non-U.S. Lender which is otherwise exempt from or subject to a reduced
         rate of withholding tax become subject to Taxes because of its failure
         to deliver a form required under clause (iv), above, the Borrower shall
         take such steps as such Non-U.S. Lender shall reasonably request to
         assist such Non-U.S. Lender to recover such Taxes.

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

                  (vi)  If the U.S. Internal Revenue Service or any other
         governmental authority of the United States or any other country or any
         political subdivision thereof asserts a claim that the Administrative
         Agent did not properly withhold tax from amounts paid to or for the
         account of any Lender (because the appropriate form was not delivered
         or properly completed, because such Lender failed to notify the
         Administrative Agent of a change in circumstances which rendered its
         exemption from withholding ineffective, or for any other reason), such
         Lender shall indemnify the Administrative Agent fully for all amounts
         paid, directly or indirectly, by the Administrative Agent as tax,
         withholding therefor, or otherwise, including penalties and interest,
         and including taxes imposed by any jurisdiction on amounts payable to
         the Administrative Agent under this subsection, together with all costs
         and expenses related thereto (including attorneys fees and time charges
         of attorneys for the Administrative Agent, which attorneys may be
         employees of the Administrative Agent). The obligations of the Lenders
         under this Section 4.5(vi) shall survive the payment of the
         Obligations, the termination of the Letters of Credit and termination
         of this Agreement.

         4.6 Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurodollar Rate Loans to reduce any liability of the Borrower to
such Lender under Sections 4.1, 4.2 and 4.5 or to avoid the unavailability of
Eurodollar Rate Advances under Section 4.3, so long as such designation is not,
in the judgment of such Lender, disadvantageous to such Lender. Each Lender
shall deliver a written statement of such Lender to the Borrower (with a copy to
the Administrative Agent) as to the amount due, if any, under Section 4.1, 4.2,
4.4 or 4.5 as promptly as practicable but in any event within ninety (90) days
after it obtains actual knowledge thereof. Such written statement shall set
forth in reasonable detail the calculations upon which such Lender determined
such amount and shall be prima facie evidence of the information set forth
therein. Determination of amounts payable under such Sections in connection with
a Eurodollar Rate Loan shall be calculated as though each Lender funded its
Eurodollar Rate Loan through the purchase of a deposit of the type and maturity
corresponding to the deposit used as a reference in determining




                                       45
<PAGE>   52

the Eurodollar Rate applicable to such Loan, whether in fact that is the case or
not. Unless otherwise provided herein, the amount specified in the written
statement of any Lender shall be payable on demand after receipt by the Borrower
of such written statement. The obligations of the Borrower under Sections 4.1,
4.2, 4.4 and 4.5 shall survive payment of the Obligations, termination of the
Letters of Credit and termination of this Agreement.

                        ARTICLE V: CONDITIONS PRECEDENT

         5.1 Initial Advances and Letters of Credit. The Lenders shall not be
required to make the initial Loans or issue any Letters of Credit unless:

         (A) the Borrower has furnished to the Administrative Agent each of the
following, with sufficient copies for the Lenders, all in form and substance
satisfactory to the Administrative Agent and the Lenders:

                  (i)   Copies of the Certificate of Incorporation of the
         Borrower and each of the Guarantors (collectively, the "LOAN PARTIES"),
         together with all amendments and a certificate of good standing, both
         certified by the appropriate governmental officer in its jurisdiction
         of incorporation;

                  (ii)  Copies, certified by the Secretary or Assistant
         Secretary of each of the Loan Parties, of its By-Laws and of its Board
         of Directors' resolutions (and resolutions of other bodies, if any are
         deemed necessary by counsel for any Lender) authorizing the execution
         of the Loan Documents entered into by it;

                  (iii) An incumbency certificate, executed by the Secretary or
         Assistant Secretary of each of the Loan Parties, which shall identify
         by name and title and bear the signature of the officers of the Loan
         Parties authorized to sign the Loan Documents and of the Borrower
         authorized to make borrowings hereunder, upon which certificate the
         Lenders shall be entitled to rely until informed of any change in
         writing by the Borrower;

                  (iv)  The written opinion of counsel to the Borrower and the
         Guarantors, addressed to the Administrative Agent and the Lenders, in
         substantially the form attached hereto as Exhibit E and containing
         assumptions and qualifications acceptable to the Administrative Agent
         and the Lenders;

                  (v)   Written money transfer instructions reasonably requested
         by the Administrative Agent, addressed to the Administrative Agent and
         signed by an Authorized Officer;

                  (vi)  A payoff and termination letter evidencing the payoff
         amount required by the Borrower and its Subsidiaries to repay all
         principal, interest, fees and premiums, if any, on all loans
         outstanding under and to terminate that certain Credit Agreement dated
         September 30, 1997 among the Borrower, NationsBank, National
         Association (n/k/a Bank of America, N.A.)




                                       46
<PAGE>   53

         and the lenders party thereto, which payoff amount shall be paid from
         the proceeds of the initial Advance hereunder;

                  (vii)  Such other documents as the Administrative Agent or any
         Lender or its counsel may have reasonably requested, including, without
         limitation, all of the documents reflected on the List of Closing
         Documents attached as Exhibit F to this Agreement;

                  (viii) Evidence satisfactory to the Administrative Agent that
         the Borrower has paid to the Administrative Agent and the Arranger the
         fees agreed to in the fee letter dated July 24, 2000, among the
         Administrative Agent, the Arranger and the Borrower; and

         (B) The Administrative Agent shall have determined to its reasonable
satisfaction that there exists no injunction or temporary restraining order
which, in the judgment of the Administrative Agent, would prohibit the making of
the Loans or any litigation seeking such an injunction or restraining order.

         5.2 Each Advance and Letter of Credit. The Lenders shall not be
required to make any Advance, or issue any Letter of Credit, unless on the
applicable Borrowing Date, or in the case of a Letter of Credit, the date on
which the Letter of Credit is to be issued:

         (A) There exists no Default or Unmatured Default;

         (B) The representations and warranties contained in Article VI (other
than such representations and warranties as are made as of a specific date, in
which case, such representations and warranties shall be true in all material
respects as of such date) are true and correct as of such Borrowing Date except
for changes in the Schedules to this Agreement reflecting transactions permitted
by or not in violation of this Agreement; and

         (C) The Revolving Credit Obligations do not, and after making such
proposed Advance or issuing such Letter of Credit would not, exceed the
Aggregate Revolving Loan Commitment;

         Each Borrowing/Election Notice with respect to each such Advance and
the letter of credit application with respect to each Letter of Credit shall
constitute a representation and warranty by the Borrower that the conditions
contained in Sections 5.2(A) and (B) have been satisfied. Any Lender may require
a duly completed officer's certificate in substantially the form of Exhibit G
hereto and/or a duly completed compliance certificate in substantially the form
of Exhibit H hereto as a condition to making an Advance.

                   ARTICLE VI: REPRESENTATIONS AND WARRANTIES

         In order to induce the Administrative Agent and the Lenders to enter
into this Agreement and to make the Loans and the other financial accommodations
to the Borrower and to issue the Letters of Credit described herein, the
Borrower represents and warrants as follows to each Lender and the
Administrative Agent as of the Closing Date, giving effect to the consummation




                                       47
<PAGE>   54

of the transactions contemplated by the Loan Documents on the Closing Date, and
thereafter on each date as required by Section 5.2 (other than with respect to
those representations and warranties made as of a specific date, in which case,
such representations and warranties shall be true in all material respects as of
such date):

         6.1 Organization; Corporate Powers. The Borrower and each of its
Subsidiaries (A) is a corporation, limited liability company, partnership or
other commercial entity duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (B) is duly qualified to
do business as a foreign entity and is in good standing under the laws of each
jurisdiction in which failure to be so qualified and in good standing could
reasonably be expected to have a Material Adverse Effect, and (C) has all
requisite power and authority to own, operate and encumber its property and to
conduct its business as presently conducted and as proposed to be conducted.

         6.2 Authority.

         (A) The Borrower and each of its Subsidiaries has the requisite power
and authority to execute, deliver and perform each of the Loan Documents which
are to be executed by it or which have been executed by it as required by this
Agreement and the other Loan Documents.

         (B) The execution, delivery and performance, as the case may be, of
each of the Loan Documents which must be executed or filed by the Borrower or
any of its Subsidiaries or which have been executed as required by this
Agreement, the other Loan Documents or otherwise and to which the Borrower or
any of its Subsidiaries is party, and the consummation of the transactions
contemplated thereby, have been duly approved by the respective boards of
directors and, if necessary, the shareholders of the Borrower and its
Subsidiaries, and such approvals have not been rescinded. No other action or
proceedings on the part of the Borrower or its Subsidiaries are necessary to
consummate the transactions contemplated by the Loan Documents.

         (C) Each of the Loan Documents to which the Borrower or any of its
Subsidiaries is a party has been duly executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms (except as enforceability may be limited by
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally), is in full force and effect and no material term or condition
thereof has been amended, modified or waived from the terms and conditions
contained in the Loan Documents delivered to the Administrative Agent pursuant
to Section 5.1 without the prior written consent of the Required Lenders or all
of the Lenders as may be required pursuant to Section 9.3, as the case may be,
and the Borrower and its Subsidiaries have performed and complied with all the
terms, provisions, agreements and conditions set forth therein and required to
be performed or complied with by such parties on or before the Initial Funding
Date, and no unmatured default, default or breach of any covenant by any such
party exists thereunder.




                                       48
<PAGE>   55

         6.3 No Conflict; Governmental Consents. The execution, delivery and
performance of each of the Loan Documents to which the Borrower or any of its
Subsidiaries is a party do not and will not (A) conflict with the certificate or
articles of incorporation or by-laws of the Borrower or any such Subsidiary, (B)
(i) constitute a tortious interference with any Contractual Obligation of any
Person, (ii) conflict with, result in a breach of or constitute (with or without
notice or lapse of time or both) a default under any Requirement of Law which
could reasonably be expected to have a Material Adverse Effect, or (iii)
conflict with, result in a breach of or constitute (with or without notice or
lapse of time or both) a default under any material Contractual Obligation of
the Borrower or any such Subsidiary, or require termination of any such
Contractual Obligation, (C) result in or require the creation or imposition of
any Lien whatsoever upon any of the property or assets of the Borrower or any
such Subsidiary, other than Liens permitted or created by the Loan Documents, or
(D) require any approval of the Borrower's or any such Subsidiary's Board of
Directors or shareholders except such as have been obtained. Except as set forth
on Schedule 6.3 to this Agreement, the execution, delivery and performance of
each of the Loan Documents to which the Borrower or any of its Subsidiaries is a
party do not and will not require any registration with, consent or approval of,
or notice to, or other action to, with or by any Governmental Authority, except
filings, consents or notices which have been made, obtained or given, or which,
if not made, obtained or given, individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect.

         6.4 Financial Statements.

         (A) Complete copies of the unaudited financial statements of the
Borrower and its Subsidiaries for the quarter ended June 30, 2000 have been
delivered to the Administrative Agent.

         (B) Complete copies of the audited financial statements of the Borrower
and its Subsidiaries for the fiscal year ended March 31, 2000 and the audit
report related thereto have been delivered to the Administrative Agent.

         (C) The financial statements referred to in clauses (A) and (B) above
were each prepared in accordance with Agreement Accounting Principles and fairly
present the consolidated financial condition and operations of the Borrower and
its Subsidiaries at such dates and the results of operations for the respective
periods then ended.

         6.5 No Material Adverse Change. Since March 31, 2000, there has
occurred no change in the business, properties, condition (financial or
otherwise), performance, results of operations or prospects of the Borrower, or
the Borrower and its Subsidiaries taken as a whole or any other event which has
had or could reasonably be expected to have a Material Adverse Effect.

         6.6 Taxes.




                                       49
<PAGE>   56

         (A) Tax Examinations. All deficiencies which have been asserted against
the Borrower or any of the Borrower's Subsidiaries as a result of any federal,
state, local or foreign tax examination for each taxable year in respect of
which an examination has been conducted have been fully paid or finally settled,
or are being contested in good faith and adequate reserves have been
established, and no issue has been raised by any taxing authority in any such
examination which, by application of similar principles, reasonably can be
expected to result in assertion by such taxing authority of a material
deficiency for any other year not so examined which has not been reserved for in
the Borrower's consolidated financial statements to the extent, if any, required
by Agreement Accounting Principles. Except as permitted pursuant to Section
7.2(D), neither the Borrower nor any of the Borrower's Subsidiaries anticipates
any material tax liability with respect to the years which have not been closed
pursuant to applicable law.

         (B) Payment of Taxes. All material tax returns and reports of the
Borrower and its Subsidiaries required to be filed have been timely filed, and
all material taxes, assessments, fees and other governmental charges thereupon
and upon their respective property, assets, income and franchises which are
shown in such returns or reports to be due and payable have been paid except
those items which are being contested in good faith and have been reserved for
in accordance with Agreement Accounting Principles. The Borrower has no
knowledge of any proposed tax assessment against the Borrower or any of its
Subsidiaries that will have or could reasonably be expected to have a Material
Adverse Effect.

         6.7 Litigation; Loss Contingencies and Violations. Except as set forth
in Schedule 6.7 (the "DISCLOSED Litigation"), there is no action, suit,
proceeding, arbitration or, to the Borrower's knowledge, investigation before or
by any Governmental Authority or private arbitrator pending or, to the
Borrower's knowledge, threatened against the Borrower, any of its Subsidiaries
or any property of any of them. Neither any of the Disclosed Litigation nor any
action, suit, proceeding, arbitration or investigation which has commenced since
the Closing Date (or the most recent update of the Disclosed Litigation) (i)
challenges the validity or the enforceability of any material provision of the
Loan Documents (unless if such claim is brought by any Person other than the
Borrower, any Guarantor or any of their Affiliates, such claim has no reasonable
likelihood of success on the merits) or (ii) has or could reasonably be expected
to have a Material Adverse Effect. There is no material loss contingency within
the meaning of Agreement Accounting Principles which has not been reflected in
the consolidated financial statements of the Borrower prepared and delivered
pursuant to Section 7.1(A) for the fiscal period during which such material loss
contingency was incurred. Neither the Borrower nor any of its Subsidiaries is
(A) in violation of any applicable Requirements of Law which violation will have
or could reasonably be expected to have a Material Adverse Effect, or (B)
subject to or in default with respect to any final judgment, writ, injunction,
restraining order or order of any nature, decree, rule or regulation of any
court or Governmental Authority which will have or could reasonably be expected
to have a Material Adverse Effect.

         6.8 Subsidiaries. Schedule 6.8 to this Agreement (i) contains a
description of the corporate structure of the Borrower, its Subsidiaries and any
other Person in which the Borrower




                                       50
<PAGE>   57

or any of its Subsidiaries holds an Equity Interest; and (ii) accurately sets
forth (A) the correct legal name, the jurisdiction of incorporation and the
jurisdictions in which each of the Borrower and the direct and indirect
Subsidiaries of the Borrower are qualified to transact business as a foreign
corporation, (B) the authorized, issued and outstanding shares of each class of
Capital Stock of the Borrower and each of its Subsidiaries and the owners of
such shares (both as of the Initial Funding Date and on a fully-diluted basis),
and (C) a summary of the direct and indirect partnership, joint venture, or
other Equity Interests, if any, of the Borrower and each Subsidiary of the
Borrower in any Person that is not a corporation. After the formation or
acquisition of any New Subsidiary permitted under Section 7.3(D), if requested
by the Administrative Agent, the Borrower shall provide a supplement to Schedule
6.8 to this Agreement. The outstanding Capital Stock of the Borrower and each of
the Borrower's Subsidiaries is duly authorized, validly issued, fully paid and
nonassessable and is not Margin Stock. All of the Borrower's Subsidiaries are
organized under the laws of any state of the United States and have
substantially all of their operations conducted within the United States.

         6.9 ERISA. (A) Set forth in Part A of Schedule 6.9 is a true and
complete list of each Plan that, as of the date of this Agreement, is or was an
"employee pension benefit plan" (as such term is defined in Section 3(2) of
ERISA). Set forth in Part A of Schedule 6.9 is a true and complete list of each
Plan that, as of the date of this Agreement, is or was an "employee welfare
benefit plan" (as such term is defined in Section 3(1) of ERISA).

         (B) Set forth in Part B of Schedule 6.9 is a true and complete list of
each Non-ERISA Commitment adopted by the Borrower or any of its Subsidiaries and
in effect as of the date of this Agreement. Part B of Schedule 6.9 also includes
a true and complete list of each Non-ERISA Commitment which as of the date of
this Agreement the Borrower or any of its Subsidiaries intends to adopt. Part B
of Schedule 6.9 contains a true and complete description, as of the date of this
Agreement, of all oral Non-ERISA Commitments. The Borrower has not as of the
date of this Agreement adopted any Non-ERISA Commitment other than those
described on Schedule 6.9.

         (C) For purposes of this Section 6.9(C), "material" means any amount,
noncompliance or basis for liability which could reasonably be likely to subject
the Borrower or any of its Subsidiaries to liability, individually or in the
aggregate of an amount in excess of $15,000,000. Except as disclosed on Part C
of Schedule 6.9, no Benefit Plan has incurred any material accumulated funding
deficiency (as defined in Sections 302(a)(2) of ERISA and 412(a) of the Code)
whether or not waived. Neither the Borrower nor any member of the Controlled
Group has incurred any material liability to the PBGC which remains outstanding
other than the payment of premiums, and there are no premium payments which have
become due which are unpaid. With respect to each Benefit Plan, Schedule B to
the most recent annual report filed with the IRS with respect to such plan is
complete and accurate. Since the date of each such Schedule B, there has been no
material adverse change in the funding status or financial condition of the
Benefit Plan relating to such Schedule B. As of the last day of the most recent
prior plan year, the market value of assets under each Benefit Plan, other than
any




                                       51
<PAGE>   58

Multiemployer Plan, was not by a material amount less than the present value of
benefit liabilities thereunder (determined in accordance with the actuarial
valuation assumptions described therein). Neither the Borrower nor any member of
the Controlled Group has (i) failed to make a required contribution or payment
to a Multiemployer Plan of a material amount or (ii) incurred a material
complete or partial withdrawal under Section 4203 or Section 4205 of ERISA from
a Multiemployer Plan. Neither the Borrower nor any member of the Controlled
Group has failed to make an installment or any other payment of a material
amount required under Section 412 of the Code on or before the due date for such
installment or other payment. Neither the Borrower nor any member of the
Controlled Group is required to provide security of a material amount to a
Benefit Plan pursuant to Section 401(a)(29) of the Code due to a plan amendment
that results in an increase in current liability for the plan year. Neither the
Borrower nor any of its Subsidiaries maintains or contributes to any employee
welfare benefit plan within the meaning of Section 3(1) of ERISA or any other
arrangement which provides benefits to one or more employees, officers,
directors, or consultants after termination of employment other than as required
by Section 601 of ERISA and other than any such plan or arrangement with respect
to which the Borrower and its Subsidiaries do not have any liability of a
material amount. Each Plan which is intended to be qualified under Section
401(a) of the Code as currently in effect is so qualified, and each trust
related to any such Plan is exempt from federal income tax under Section 501(a)
of the Code as currently in effect. With respect to each Plan, the Borrower and
all Subsidiaries and all fiduciaries are in compliance in all material respects
with the responsibilities, obligations and duties imposed on them by ERISA and
the Code. Each Plan and Non-ERISA Commitment complies in all material respects
in form, and has been administered in all material respects in accordance with
its terms and, in accordance with all laws and regulations, including but not
limited to ERISA and the Code. There is no material action, suit or claim
pending or threatened with respect to any Plan other than routine claims for
benefits. There have been no and there is no prohibited transaction described in
Sections 406 of ERISA or 4975 of the Code with respect to any Plan for which a
statutory or administrative exemption does not exist which could reasonably be
expected to subject the Borrower to material liability. Neither the Borrower nor
any member of the Controlled Group has taken or failed to take any action which
would constitute or result in a Termination Event, which action or inaction
could reasonably be expected to subject the Borrower or any of its Subsidiaries
to material liability. Neither the Borrower nor any Subsidiary is subject to any
material liability under, or has any potential material liability under, Section
4063, 4064, 4069, 4204 or 4212(c) of ERISA and no other member of the Controlled
Group is subject to any material liability under, or has any potential material
liability under, Section 4063, 4064, 4069, 4204 or 4212(c) of ERISA. Neither the
Borrower nor any of its Subsidiaries has, by reason of the transactions
contemplated by this Agreement or any of the other Loan Documents, any
obligation to make any payment to any current or former employee, director,
officer or consultant pursuant to any Plan or Non-ERISA Commitment or any
obligation to make any such payment at a time earlier than when it would be
otherwise payable.

         6.10 Accuracy of Information. The information, exhibits and reports
furnished by or on behalf of the Borrower and any of its Subsidiaries to the
Administrative Agent or to any Lender




                                       52
<PAGE>   59

in connection with the negotiation of, or compliance with, the Loan Documents,
the representations and warranties of the Borrower and its Subsidiaries
contained in the Loan Documents, and all certificates and documents delivered to
the Administrative Agent and the Lenders pursuant to the terms thereof,
including, without limitation, the Bank Book, taken as a whole, do not contain
as of the date furnished any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements contained herein
or therein, in light of the circumstances under which they were made, not
misleading.

         6.11 Securities Activities. Neither the Borrower nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

         6.12 Material Agreements. There exists no default by the Borrower or
any of its Subsidiaries, or, to the best of the Borrower's knowledge, by any
other party under any Contractual Obligation to which the Borrower or any of its
Subsidiaries are party, which default is reasonably likely to have a Material
Adverse Effect.

         6.13 Compliance with Laws. The Borrower and its Subsidiaries are in
compliance with all Requirements of Law (other than Environmental, Health and
Safety Requirements of Law, compliance with which shall be governed pursuant to
the provisions of Section 6.18 below) applicable to them and their respective
businesses, in each case where the failure to so comply individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect.

         6.14 Assets and Properties. The Borrower and each of its Subsidiaries
has good and marketable title to all of its assets and properties (tangible and
intangible, real or personal) owned by it or a valid leasehold interest in all
of its leased assets (except insofar as marketability may be limited by any laws
or regulations of any Governmental Authority affecting such assets), and all
such assets and property are free and clear of all Liens, except Liens permitted
under Section 7.3(B). Substantially all of the assets and properties owned by,
leased to or used by the Borrower and/or each such Subsidiary of the Borrower
are in adequate operating condition and repair, ordinary wear and tear excepted.
Neither this Agreement nor any other Loan Document, nor any transaction
contemplated under any such agreement, will affect any right, title or interest
of the Borrower or such Subsidiary in and to any of such assets in a manner that
has or could reasonably be expected to have a Material Adverse Effect.

         6.15 Statutory Indebtedness Restrictions. Neither the Borrower nor any
of its Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, or the
Investment Company Act of 1940, or any other federal or state statute or
regulation which limits its ability to incur indebtedness or its ability to
consummate the transactions contemplated hereby.

         6.16 Insurance. The insurance policies and programs in effect with
respect to the respective properties, assets, liabilities and business reflect
coverage that is reasonably consistent with prudent industry practice.




                                       53
<PAGE>   60

         6.17 Labor Matters. To the best of the Borrower's knowledge, no attempt
to organize the employees of the Borrower, and no labor disputes, strikes or
walkouts affecting the operations of the Borrower or any of its Subsidiaries, is
pending, or, to the Borrower's knowledge, threatened, planned or contemplated,
which has or could reasonably be expected to have a Material Adverse Effect.

         6.18 Environmental Matters. (A) Except as disclosed on Schedule 6.18 to
this Agreement

                  (i)   the operations of the Borrower and its Subsidiaries
         comply in all material respects with applicable Environmental, Health
         or Safety Requirements of Law;

                  (ii)  the Borrower and its Subsidiaries have all material
         permits, licenses or other authorizations required under Environmental,
         Health or Safety Requirements of Law and are in material compliance
         with such permits;

                  (iii) neither the Borrower, any of its Subsidiaries nor any of
         their respective present property or operations, or, to the Borrower's
         or any of its Subsidiaries' knowledge, any of their respective past
         property or operations, are subject to or the subject of, any
         investigation known to the Borrower or any of its Subsidiaries, any
         judicial or administrative proceeding, order, judgment, decree,
         settlement or other agreement respecting: (A) any material violation of
         Environmental, Health or Safety Requirements of Law; (B) any remedial
         action; or (C) any material claims or liabilities arising from the
         Release or threatened Release of a Contaminant into the environment;

                  (iv)  there is not now, nor to the Borrower's or any of its
         Subsidiaries' knowledge has there ever been at any time during or prior
         to the Borrower's or any of its Subsidiaries' use thereof, on or in the
         real property used by the Borrower or any of its Subsidiaries any
         landfill, waste pile, underground storage tanks, aboveground storage
         tanks, surface impoundment or hazardous waste storage facility of any
         kind (as defined in RCRA or any state equivalent), any polychlorinated
         biphenyls (PCBs) used in hydraulic oils, electric transformers or other
         equipment, or any asbestos containing material that would be reasonably
         likely to result in material remediation costs or material penalties to
         the Borrower or any of its Subsidiaries; and

                  (v)   neither the Borrower nor any of its Subsidiaries has any
         material Contingent Obligation in connection with any Release or
         threatened Release of a Contaminant into the environment.

         (B) For purposes of this Section 6.18 "material" means any
noncompliance or basis for liability which could reasonably be likely to subject
the Borrower or any of its Subsidiaries to liability, individually or in the
aggregate, in excess of $15,000,000.




                                       54
<PAGE>   61

         6.19 Benefits. Each of the Borrower and the Guarantors will benefit
from the financing arrangement established by this Agreement. The Administrative
Agent and the Lenders have stated and the Borrower acknowledges that, but for
the agreement by each of the Guarantors to execute and deliver the Guaranty, the
Administrative Agent and the Lenders would not have made available the credit
facilities established hereby on the terms set forth herein.

         6.20 Foreign Employee Benefit Matters. (A) Each Foreign Employee
Benefit Plan is in compliance in all material respects with all laws,
regulations and rules applicable thereto and the respective requirements of the
governing documents for such Plan; (B) the aggregate of the accumulated benefit
obligations under all Foreign Pension Plans does not exceed to any material
extent the current fair market value of the assets held in the trusts or similar
funding vehicles for such Plans; (C) with respect to any Foreign Employee
Benefit Plan maintained or contributed to by the Borrower or any Subsidiary or
any member of its Controlled Group (other than a Foreign Pension Plan),
reasonable reserves have been established in accordance with prudent business
practice or where required by ordinary accounting practices in the jurisdiction
in which such Plan is maintained; and (D) there are no material actions, suits
or claims (other than routine claims for benefits) pending, or to the knowledge
of the Borrower and its Subsidiaries, threatened against the Borrower and its
Subsidiaries or any member of its Controlled Group with respect to any Foreign
Employee Benefit Plan. For purposes of this Section 6.20, the term "material"
shall have the meaning set forth in Section 6.9.

                             ARTICLE VII: COVENANTS

         The Borrower covenants and agrees that so long as any Revolving Loan
Commitments are outstanding and thereafter until all of the Obligations (other
than contingent indemnity obligations) shall have been fully and indefeasibly
paid and satisfied in cash, all financing arrangements among the Borrower and
the Lenders shall have been terminated (including under Hedging Agreements or
other agreements with respect to Hedging Obligations) and all of the Letters of
Credit shall have expired, been canceled or terminated, unless the Required
Lenders shall otherwise give prior written consent:

         7.1 Reporting. The Borrower shall:

         (A) Financial Reporting. Furnish to the Administrative Agent (with
sufficient copies for each of the Lenders):

                  (i)   Quarterly Reports. As soon as practicable, and in any
         event within fifty (50) days after the end of each fiscal quarter, (a)
         so long as the Borrower is a reporting company under the Securities and
         Exchange Act, the Borrower's quarterly report on Form 10-Q (or any
         replacement form adopted by the Commission) and (b) if the Borrower is
         no longer a reporting company under the Securities and Exchange Act,
         the consolidated and consolidating balance sheet of the Borrower and
         its Subsidiaries as at the end of such period and the related
         consolidated and consolidating statements of




                                       55
<PAGE>   62

         income and cash flows of the Borrower and its Subsidiaries for such
         fiscal quarter and for the period from the beginning of the then
         current fiscal year to the end of such fiscal quarter, in either such
         case, certified by an Authorized Officer of the Borrower on behalf of
         the Borrower as fairly presenting the consolidated and consolidating
         financial position of the Borrower and its Subsidiaries as at the dates
         indicated and the results of their operations and cash flows for the
         periods indicated in accordance with Agreement Accounting Principles,
         subject to normal year-end audit adjustments.

                  (ii)  Annual Reports. As soon as practicable, and in any event
         within ninety-five (95) days after the end of each fiscal year, (a) so
         long as the Borrower is a reporting company under the Securities and
         Exchange Act, the Borrower's annual report on Form 10-K (or any
         replacement form adopted by the Commission) and (b) if the Borrower is
         no longer a reporting company under the Securities and Exchange Act,
         the consolidated balance sheet of the Borrower and its Subsidiaries as
         at the end of such fiscal year and the related consolidated statements
         of income, stockholders' equity and cash flows of the Borrower and its
         Subsidiaries for such fiscal year, and in comparative form the
         corresponding figures for the previous fiscal year along with
         consolidating schedules in form and substance sufficient to calculate
         the financial covenants set forth in Section 7.4, and, in either case,
         an audit report on such financial statements (other than the
         consolidating schedules) of independent certified public accountants of
         recognized national standing, which audit report shall be unqualified
         and shall state that such financial statements fairly present the
         consolidated and consolidating financial position of the Borrower and
         its Subsidiaries as at the dates indicated and the results of their
         operations and cash flows for the periods indicated in conformity with
         Agreement Accounting Principles and that the examination by such
         accountants in connection with such consolidated and consolidating
         financial statements has been made in accordance with generally
         accepted auditing standards.

                  (iii) Officer's Certificate. Together with each delivery of
         any financial statement (a) pursuant to clauses (i) and (ii) of this
         Section 7.1(A), an Officer's Certificate of the Borrower, substantially
         in the form of Exhibit G attached hereto and made a part hereof,
         stating that (x) the representations and warranties of the Borrower
         contained in Article VI hereof (unless such representation and warranty
         is made as of a specific date, in which case, such representation and
         warranty shall be true in all material respects as of such date) shall
         have been true and correct in all material respects at all times during
         the period covered by such financial statements and as of the date of
         such Officer's Certificate and (y) as of the date of such Officer's
         Certificate no Default or Unmatured Default exists, or if any Default
         or Unmatured Default exists, stating the nature and status thereof and
         (b) pursuant to clauses (i) and (ii) of this Section 7.1(A), a
         compliance certificate, substantially in the form of Exhibit H attached
         hereto and made a part hereof, signed by an Authorized Officer of the
         Borrower, setting forth calculations for the period which demonstrate
         compliance, when applicable, with the provisions of Sections 7.3(A)
         through (N) and Section 7.4, and which (x) calculate the Leverage Ratio
         for purposes of




                                       56
<PAGE>   63

         determining the then Applicable Floating Rate Margin, Applicable
         Eurodollar Margin, Applicable Commitment Fee Percentage and Applicable
         L/C Fee Percentage and (y) set forth the Borrower's determination of
         such then Applicable Floating Rate Margin, Applicable Eurodollar
         Margin, Applicable Commitment Fee Percentage and Applicable L/C Fee
         Percentage (which determination shall be subject to review and approval
         by the Administrative Agent).

         (B) Notice of Default and Adverse Developments. Promptly upon any
Authorized Officer of the Borrower obtaining knowledge (i) of any condition or
event which constitutes a Default or Unmatured Default, or becoming aware that
any Lender or Administrative Agent has given any written notice with respect to
a claimed Default or Unmatured Default under this Agreement, (ii) that any
Person has given any written notice to the Borrower or any Subsidiary of the
Borrower or taken any other action with respect to a claimed default or event or
condition of the type referred to in Section 8.1(E), or (iii) that any other
development, financial or otherwise, which could reasonably be expected to have
a Material Adverse Effect has occurred, deliver notice to the Administrative
Agent specifying (a) the nature and period of existence of any such claimed
default, Default, Unmatured Default, condition or event, (b) the notice given or
action taken by such Person in connection therewith, and (c) what action the
Borrower has taken, is taking and proposes to take with respect thereto.
Notwithstanding the foregoing, in no event shall the Administrative Agent be
deemed to have knowledge of any such default, Default, Unmatured Default,
condition or event until the Administrative Agent shall have received written
notice thereof from the Borrower or a Lender.

         (C) Lawsuits. (i) Promptly upon the Borrower obtaining knowledge of the
institution of, or written threat of, any action, suit, proceeding, governmental
investigation or arbitration against or affecting the Borrower or any of its
Subsidiaries or any property of the Borrower or any of its Subsidiaries not
previously disclosed pursuant to Section 6.7, which action, suit, proceeding,
governmental investigation or arbitration exposes, or in the case of multiple
actions, suits, proceedings, governmental investigations or arbitrations arising
out of the same general allegations or circumstances which expose, in the
Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to
liability in an amount aggregating $15,000,000 or more, give written notice
thereof to the Administrative Agent and the Lenders and provide such other
information as may be reasonably available to enable each Lender and the
Administrative Agent and its counsel to evaluate such matters; (ii) promptly
upon the Borrower or any of its Subsidiaries obtaining knowledge of any material
adverse developments with respect to any of the Disclosed Litigation, give
written notice thereof to the Administrative Agent and the Lenders and provide
such other information as may be reasonably available to enable each Lender and
the Administrative Agent and its counsel to evaluate such matters, and (iii) in
addition to the requirements set forth in clauses (i) and (ii) of this Section
7.1(C), upon request of the Administrative Agent or the Required Lenders,
promptly give written notice of the status of any Disclosed Litigation or any
action, suit, proceeding, governmental investigation or arbitration covered by a
report delivered pursuant to clause (i) above and provide such other
information, to the extent permitted by law, as may be reasonably available to
it that would not jeopardize any




                                       57
<PAGE>   64

         attorney-client privilege by disclosure to the Lenders to enable each
         Lender and the Administrative Agent and its counsel to evaluate such
         matters.

         (D) ERISA Notices. Deliver or cause to be delivered to the
Administrative Agent and the Lenders, at the Borrower's expense, the following
information and notices as soon as reasonably possible, and in any event:

                  (i)   (a) within ten (10) Business Days after the Borrower
         obtains knowledge that a Termination Event has occurred, a written
         statement of an Authorized Officer of the Borrower describing such
         Termination Event and the action, if any, which the Borrower has taken,
         is taking or proposes to take with respect thereto, and when known, any
         action taken or threatened by the IRS, DOL or PBGC with respect thereto
         and (b) within ten (10) Business Days after any member of the
         Controlled Group obtains knowledge that a Termination Event has
         occurred which could reasonably be expected to subject the Borrower to
         liability individually or in the aggregate in excess of $15,000,000, a
         written statement of an Authorized Officer of the Borrower describing
         such Termination Event and the action, if any, which the member of the
         Controlled Group has taken, is taking or proposes to take with respect
         thereto, and when known, any action taken or threatened by the IRS, DOL
         or PBGC with respect thereto;

                  (ii)  within ten (10) Business Days after the Borrower or any
         of its Subsidiaries obtains knowledge that a prohibited transaction (as
         defined in Sections 406 of ERISA or Section 4975 of the Code) has
         occurred with respect to any Plan, or that the IRS or DOL or any other
         Governmental Authority is investigating, or otherwise reviewing whether
         any such prohibited transaction might have occurred, a statement of an
         Authorized Officer of the Borrower describing such transaction and the
         action which the Borrower or such Subsidiary has taken, is taking or
         proposes to take with respect thereto;

                  (iii) within fifteen (15) Business Days after the material
         increase in the benefits of any existing Plan or the establishment of
         any new Plan or the commencement of, or obligation to commence,
         contributions to any Plan or Multiemployer Plan to which the Borrower
         or any member of the Controlled Group was not previously contributing,
         notification of such increase, establishment, commencement or
         obligation to commence and the amount of such contributions;

                  (iv)  within ten (10) Business Days after the Borrower or any
         of its Subsidiaries receives notice of any unfavorable determination
         letter from or of any investigation or review by the IRS regarding the
         qualification of a Plan under Section 401(a) of the Code, a copy of
         such letter;

                  (v)   within fifteen (15) Business Days after the
         establishment of any foreign employee benefit plan or the commencement
         of, or obligation to commence, contributions to any foreign employee
         benefit plan to which the Borrower or any




                                       58
<PAGE>   65

         Subsidiary was not previously contributing, notification of such
         establishment, commencement or obligation to commence and the amount of
         such contributions;

                  (vi)   within fifteen (15) Business Days after request by the
         Administrative Agent or any Lender therefor, a copy of the most recent
         annual report (form 5500 series), including Schedule B thereto, as
         filed with the DOL, IRS or PBGC, a copy of such annual report;

                  (vii)  within fifteen (15) Business Days after request by the
         Administrative Agent or any Lender therefor, each actuarial report
         received by the Borrower or any member of the Controlled Group with
         respect to any Benefit Plan or Multiemployer Plan and each annual
         report for any Multiemployer Plan, a copy of such report;

                  (viii) within ten (10) Business Days after the filing of any
         funding waiver request with the IRS, a copy of such funding waiver
         request and thereafter all communications received by the Borrower or a
         member of the Controlled Group with respect to such request within ten
         (10) Business Days such communication is received;

                  (ix)   within ten (10) Business Days after receipt by the
         Borrower or any member of the Controlled Group of any notice of the
         PBGC's intention to terminate a Benefit Plan or to have a trustee
         appointed to administer a Benefit Plan, a copy of such notice;

                  (x)    within ten (10) Business Days after receipt by the
         Borrower or any member of the Controlled Group of a notice from a
         Multiemployer Plan regarding the imposition of withdrawal liability, a
         copy of such notice;

                  (xi)   within ten (10) Business Days after the Borrower or any
         member of the Controlled Group fails to make an installment or any
         other payment required under Section 412 of the Code on or before the
         due date for such installment or payment, a notification of such
         failure; and

                  (xii)  within ten (10) Business Days after the Borrower or any
         member of the Controlled Group knows or has reason to know that (a) a
         Multiemployer Plan has been terminated, (b) the administrator or plan
         sponsor of a Multiemployer Plan intends to terminate a Multiemployer
         Plan, or (c) the PBGC has instituted or will institute proceedings
         under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice
         describing such matter.

For purposes of this Section 7.1(D), the Borrower, any of its Subsidiaries and
any member of the Controlled Group shall be deemed to know all facts known by
the administrator of any Plan of which the Borrower or any member of the
Controlled Group or any such Subsidiary is the plan sponsor.




                                       59
<PAGE>   66

         (E) Other Indebtedness. Deliver to the Administrative Agent and to each
Lender (i) a copy of each notice or communication regarding potential or actual
defaults (including any accompanying officer's certificate) delivered by or on
behalf of the Borrower or any of its Subsidiaries to the holders of Material
Indebtedness pursuant to the terms of the agreements governing such Material
Indebtedness, such delivery to be made at the same time and by the same means as
such notice or other communication is delivered to such holders and (ii) a copy
of each notice or other communication regarding potential or actual defaults
received by the Borrower or any of its Subsidiaries from the holders of Material
Indebtedness pursuant to the terms of such Material Indebtedness, such delivery
to be made promptly after such notice or other communication is received by the
Borrower or any of its Subsidiaries.

         (F) Environmental Notices. As soon as possible and in any event within
ten (10) days after the receipt by the Borrower, deliver to the Administrative
Agent and the Lenders a copy of (i) any notice or claim to the effect that the
Borrower or any of its Subsidiaries is or may be liable to any Person as a
result of the Release by the Borrower, any of its Subsidiaries or any other
Person of any Contaminant into the environment, and (ii) any notice alleging any
violation of any Environmental, Health or Safety Requirements of Law by the
Borrower or any of its Subsidiaries if, in either case, such notice or claim
relates to an event which could reasonably be expected to subject the Borrower
and its Subsidiaries to liability individually or in the aggregate in excess of
$15,000,000.

         (G) Other Information. Promptly upon receiving a request therefor from
the Administrative Agent or the Required Lenders, prepare and deliver to the
Administrative Agent and the Lenders such other information with respect to the
Borrower, any of its Subsidiaries, or their respective businesses and assets as
from time to time may be reasonably requested by the Administrative Agent or the
Required Lenders.

         7.2 Affirmative Covenants.

         (A) Corporate Existence, Etc. Except as permitted pursuant to Section
7.3(F), the Borrower shall, and shall cause each of the Guarantors to, at all
times maintain its existence and preserve and keep, or cause to be preserved and
kept, in full force and effect its rights and franchises material to its
businesses.

         (B) Corporate Powers; Conduct of Business. The Borrower shall, and
shall cause each of the Guarantors to, qualify and remain qualified to do
business in each jurisdiction in which the nature of its business requires it to
be so qualified and where the failure to be so qualified will have or could
reasonably be expected to have a Material Adverse Effect. The Borrower will, and
will cause each Subsidiary to, carry on and conduct its business in
substantially the same manner and in substantially the same fields of enterprise
as it is presently conducted and any business or activities which are reasonably
similar, related or incidental thereto or logical extensions thereof.




                                       60
<PAGE>   67

         (C) Compliance with Laws, Etc. The Borrower shall, and shall cause its
Subsidiaries to, (a) comply with all Requirements of Law and all restrictive
covenants affecting such Person or the business, properties, assets or
operations of such Person, and (b) obtain as needed all permits necessary for
its operations and maintain such permits in good standing except in each case
where the failure to so comply could not reasonably be expected to have a
Material Adverse Effect.

         (D) Payment of Taxes and Claims; Tax Consolidation. The Borrower shall
pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and
other governmental charges imposed upon it or on any of its properties or assets
or in respect of any of its franchises, business, income or property before any
penalty or interest accrues thereon, and (ii) all claims (including, without
limitation, claims for labor, services, materials and supplies) for sums which
have become due and payable and which by law have or may become a Lien (other
than a Lien permitted by Section 7.3(B)) upon any of the Borrower's or such
Subsidiary's property or assets, prior to the time when any penalty or fine
shall be incurred with respect thereto; provided, however, that no such taxes,
assessments and governmental charges referred to in clause (i) above or claims
referred to in clause (ii) above (and interest, penalties or fines relating
thereto) need be paid if being contested in good faith by appropriate
proceedings diligently instituted and conducted and if such reserve or other
appropriate provision, if any, as shall be required in conformity with Agreement
Accounting Principles shall have been made therefor.

         (E) Insurance. The Borrower shall maintain for itself and its
Subsidiaries, or shall cause each of its Subsidiaries to maintain in full force
and effect, insurance policies and programs as reflect coverage that is
reasonably consistent with prudent industry practice. In the event the Borrower
or any of its Subsidiaries at any time or times hereafter shall fail to obtain
or maintain any of the policies or insurance required herein or to pay any
premium in whole or in part relating thereto, then the Administrative Agent,
without waiving or releasing any obligations or resulting Default hereunder, may
at any time or times thereafter (but shall be under no obligation to do so)
obtain and maintain such policies of insurance and pay such premiums and take
any other action with respect thereto which the Administrative Agent reasonably
deems advisable. All sums so disbursed by the Administrative Agent shall
constitute part of the Obligations, payable as provided in this Agreement.

         (F) Inspection of Property; Books and Records; Discussions. The
Borrower shall permit and cause each of the Borrower's Subsidiaries to permit,
the Administrative Agent (or its Affiliates) or any authorized representative(s)
designated by the Administrative Agent consisting of (1) employees of one or
more of the other Lenders (or their Affiliates), (2) financial advisors or
financial consultants, including, without limitation, auditors or (3) asset
valuation or asset audit advisors or consultants to visit and inspect any of the
properties of the Borrower or any of its Subsidiaries, to examine, audit, check
and make copies of their respective financial and accounting records, books,
journals, orders, receipts and any correspondence and other data relating to
their respective businesses or the transactions contemplated hereby (including,
without limitation, in connection with environmental compliance, hazard or
liability), and to




                                       61
<PAGE>   68

discuss their affairs, finances and accounts with their officers and independent
certified public accountants (and such accountants are hereby authorized to
disclose to the Administrative Agent and the Lenders any and all financial
statements and other supporting financial documents with respect to the
business, financial conditions and other affairs of the Borrower and its
Subsidiaries), all upon reasonable notice and at such reasonable times during
normal business hours; provided no more than two such audits or examinations
shall be conducted during any twelve-month unless a Default has occurred and is
continuing. The Borrower shall keep and maintain, and cause each of the
Borrower's Subsidiaries to keep and maintain, in all material respects, proper
books of record and account in which entries in conformity with Agreement
Accounting Principles shall be made of all dealings and transactions in relation
to their respective businesses and activities. If a Default has occurred and is
continuing, the Borrower, upon the Administrative Agent's or the Required
Lenders' request, shall turn over copies of any such records to the
Administrative Agent or its representatives.

         (G) ERISA Compliance. The Borrower shall, and shall cause each of the
Borrower's Subsidiaries to, establish, maintain and operate all Plans and
Non-ERISA Commitments to comply in all material respects with the provisions of
ERISA, the Code, all other applicable laws, and the regulations and
interpretations thereunder and the respective requirements of the governing
documents for such Plans and Non-ERISA Commitments except where such
non-compliance will not have or is not reasonably likely to subject the Borrower
or any of its Subsidiaries to liability, individually or in the aggregate, in
excess of $15,000,000.

         (H) Maintenance of Property. The Borrower shall cause all property used
or useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order, ordinary wear
and tear excepted, and supplied with all necessary equipment and shall cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Borrower may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section 7.2(H) shall prevent the Borrower from discontinuing the operation or
maintenance of any of such property if such discontinuance is, in the judgment
of the Borrower, desirable in the conduct of its business or the business of any
Subsidiary and not disadvantageous in any material respect to the Administrative
Agent or the Lenders.

         (I) Environmental Compliance. The Borrower and its Subsidiaries shall
comply with all Environmental, Health or Safety Requirements of Law, except
where noncompliance will not have or is not reasonably likely to subject the
Borrower or any of its Subsidiaries to liability, individually or in the
aggregate, in excess of $15,000,000 (excluding from such calculation liabilities
covered by insurance as to which a claim has been filed and the insurance
company has not disclaimed or reserved the right to disclaim coverage).

         (J) Use of Proceeds. The Borrower shall use the proceeds of the Loans
for general corporate purposes of the Borrower and its Subsidiaries, including,
without limitation, to




                                       62
<PAGE>   69

refinance certain existing Indebtedness, to finance non-hostile Permitted
Acquisitions, to purchase or redeem shares of the Capital Stock of the Borrower
or its Subsidiaries and to finance Capital Expenditures.

         (K) Addition of Guarantors. The Borrower shall cause each Material
Domestic Subsidiary (including Subsidiaries existing as of the date hereof which
are or become Material Domestic Subsidiaries and any New Subsidiaries which
qualify as Material Domestic Subsidiaries but excluding the Excluded
Subsidiaries) to execute and deliver to the Administrative Agent, the Guaranty
or a supplement thereto in the form of Exhibit I attached hereto to become a
Guarantor under the Guaranty and deliver appropriate corporate resolutions,
opinions and other documentation in form and substance reasonably satisfactory
to the Administrative Agent, such Guaranty or supplement thereto and other
documentation to be delivered to the Administrative Agent (i) as promptly as
possible but in any event within thirty (30) days after the date of the
creation, acquisition of capitalization of a New Subsidiary which qualifies as a
Material Domestic Subsidiary, and (ii) as promptly as possible but in any event
within thirty (30) days of determination that a Subsidiary needs to be added as
a Guarantor.

         (L) Foreign Employee Benefit Compliance. The Borrower shall, and shall
cause each of its Subsidiaries and each member of its Controlled Group to
establish, maintain and operate all Foreign Employee Benefit Plans to comply in
all material respects with all laws, regulations and rules applicable thereto
and the respective requirements of the governing documents for such Plans,
except where noncompliance will not have or is not reasonably likely to subject
the Borrower or any of its Subsidiaries to liability, individually or in the
aggregate, in excess of $15,000,000.

         7.3 Negative Covenants.

         (A) Sales of Assets. Neither the Borrower nor any of its Subsidiaries,
other than the Excluded Subsidiaries shall sell, assign, transfer, lease, convey
or otherwise dispose of any property, whether now owned or hereafter acquired,
or any income or profits therefrom, or enter into any agreement to do so,
except:

                  (i)   where such transaction is entered into in the ordinary
         course of business and consistent with past practices;

                  (ii)  the disposition in the ordinary course of business of
         property that is obsolete, excess or no longer useful in the Borrower's
         or its Subsidiaries' businesses;

                  (iii) sales of Equity Interests in Subsidiaries of the
         Borrower to employees or the Borrower or its Subsidiaries, provided
         after taking into account such transactions the Borrower remains in
         compliance with Section 7.3(F);




                                       63
<PAGE>   70

                  (iv)  the disposition or conversion in the ordinary course of
         business of Investments consisting of Cash Equivalents; and

                  (v)   leases, sales, assignments, transfers, conveyances or
         other dispositions of its Property that, together with all other
         Property of the Borrower and its Subsidiaries previously leased, sold
         or disposed of (other than transactions pursuant to clauses (i) through
         (iv) above) as permitted by this Section 7.3(A) during the twelve-month
         period ending with the month in which any such lease, sale or other
         disposition occurs, do not constitute a Substantial Portion of the
         Property of the Borrower and its Subsidiaries; and

                  (vi)  leases, sales, assignments, transfers, conveyances or
         other dispositions of its Property (other than transactions pursuant to
         clauses (i) through (v) above) if: (a) such transaction is for not less
         than fair market value, (b) not less than 80% of the consideration
         received shall be cash or Cash Equivalents, and (c) the lesser of (i)
         an amount equal to the net cash proceeds (including Cash Equivalents)
         from such transaction and (ii) the aggregate outstanding amount of the
         Obligations is paid by the Borrower on the date of consummation of such
         transaction for application to the Obligations (and, in connection with
         which, the Administrative Agent may (or shall at the request of the
         Required Lenders) notify the Borrower that the Aggregate Revolving Loan
         Commitment has been reduced by an amount not to exceed the amount of
         net cash proceeds (including Cash Equivalents) from such transaction.

         (B) Liens. Neither the Borrower nor any of its Subsidiaries shall
directly or indirectly create, incur, assume or permit to exist any Lien on or
with respect to any of their respective property or assets except:

                  (i)   Liens, if any, created by the Loan Documents or
         otherwise securing the Obligations and Hedging Obligations under
         Hedging Agreements;

                  (ii)  Permitted Existing Liens;

                  (iii) Customary Permitted Liens;

                  (iv)  purchase money Liens (including the interest of a lessor
         under a Capitalized Lease and Liens to which any property is subject at
         the time of the Borrower's acquisition thereof) securing Purchase Money
         Indebtedness; provided that such Liens shall not apply to any property
         of the Borrower or its Subsidiaries other than that purchased or
         subject to such Capitalized Lease and provided further the Indebtedness
         secured thereby does not exceed $25,000,000 in the aggregate principal
         amount outstanding at any time;

                  (v)   Liens with respect to property acquired by the Borrower
         or any of its Subsidiaries after the Closing Date (and not created in
         contemplation of such acquisition)




                                       64
<PAGE>   71

         pursuant to a Permitted Acquisition, provided that such Liens shall
         extend only to the property so acquired and shall not secure
         Indebtedness in respect of any working capital financing of the
         business acquired unless the outstanding principal balance of all such
         Indebtedness under all such working capital financings for the Borrower
         and its Subsidiaries does not exceed $25,000,000 (excluding from such
         calculation Indebtedness secured pursuant to clause (viii) below);

                  (vi)   Liens securing Indebtedness of the Borrower or its
         Subsidiaries to a Loan Party;

                  (vii)  Liens against the Borrower's headquarters, consisting
         of real property, including leasehold improvements, located in St.
         Petersburg, Florida; and

                  (viii) Liens against the assets of Catalina-Pacific Media,
         L.L.C. and its Subsidiaries to finance working capital and other
         indebtedness of Catalina-Pacific Media, L.L.C. and its Subsidiaries.

In addition, neither the Borrower nor any of its Subsidiaries (other than the
Excluded Subsidiaries) shall become a party to any agreement, note, indenture or
other instrument, or take any other action, which would prohibit the creation of
a Lien on any of its properties or other assets in favor of the Administrative
Agent for the benefit of itself and the Holders of Obligations, as collateral
for the Obligations and Hedging Obligations under Hedging Agreements; provided
that any agreement, note, indenture or other instrument in connection with
Purchase Money Indebtedness (including Capitalized Leases) may prohibit the
creation of a Lien in favor of the Administrative Agent for the benefit of
itself and the Holders of Obligations on the items of property obtained with the
proceeds of such Purchase Money Indebtedness.

         (C) Investments. Except to the extent permitted pursuant to
paragraph (D) below, neither the Borrower nor any of its Subsidiaries shall
directly or indirectly make or own any Investment except:

                  (i)   Investments in cash and Cash Equivalents;

                  (ii)  Permitted Existing Investments in an amount not greater
         than the amount thereof on the Closing Date;

                  (iii) Investments in trade receivables or received in
         connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent obligations of, and other
         disputes with, customers and suppliers arising in the ordinary course
         of business;

                  (iv)  Investments consisting of deposit accounts maintained by
         the Borrower and its Subsidiaries in the ordinary course of business in
         connection with its cash management system;




                                       65
<PAGE>   72

                  (v)    Investments consisting of non-cash consideration from a
         sale, assignment, transfer, lease, conveyance or other disposition of
         property permitted by Section 7.3(A);

                  (vi)   Investments of the Borrower in the Guarantors;

                  (vii)  Investments consisting of the purchase or other
         acquisition by the Borrower of existing Indebtedness, Equity Interests
         or other securities of Supermarkets Online, Inc. or Supermarkets Online
         Holdings, Inc.; provided, if as a result of such purchase or other
         acquisition, (a) the Borrower owns, directly or indirectly, 80% or more
         of the outstanding Equity Interests of such entity or entities and (b)
         The Tribune Company and its Affiliates cease to own Equity Interests in
         Supermarkets Online Holdings, Inc., then in connection with such
         acquisition such entities shall become a Guarantor and the Borrower
         shall deliver to the Administrative Agent all applicable documents,
         corporate documentation and opinions in connection with such guaranty,
         in form and substance reasonably acceptable to the Administrative
         Agent;

                  (viii) Investments consisting of the purchase or other
         acquisition by the Borrower of existing Indebtedness, Equity Interests
         or other securities of Catalina-Pacific Media, L.L.C. and its
         Subsidiaries ; provided, if as a result of such purchase or other
         acquisition, the Borrower owns, directly or indirectly, 80% or more of
         the outstanding Equity Interests of Catalina Pacific Media, L.L.C. and
         its Subsidiaries, then in connection with such acquisition such
         Catalina Pacific Media, L.L.C. shall become a Guarantor and the
         Borrower shall deliver to the Administrative Agent all applicable
         documents, company documentation and opinions in connection with such
         guaranty, in form and substance reasonably acceptable to the
         Administrative Agent;

                  (ix)   Investments of the Borrower in its non-Guarantor
         Subsidiaries (other than Catalina-Pacific Media, L.L.C.) and other
         Persons in an aggregate amount not to exceed $40,000,000; provided (a)
         the aggregate amount of all Investments under this clause (ix) to
         Supermarkets Online, Inc. and Supermarkets Online Holdings, Inc. shall
         not exceed $15,000,000, (b) the aggregate amount of all Indebtedness
         incurred by all such non-Guarantor Subsidiaries in which the Borrower
         has made any such Investment shall not at any time exceed $5,000,000
         and (c) the aggregate amount of all Investments under this clause (ix)
         in Persons other than Subsidiaries of the Borrower shall not exceed
         $10,000,000;

                  (x)    Investments consisting of intercompany loans from the
         Borrower to Catalina-Pacific Media, L.L.C. in an amount not to exceed
         $15,000,000 in the aggregate principal amount outstanding at any time;

                  (xi)   Investments constituting Permitted Acquisitions; and




                                       66
<PAGE>   73

                  (xii)  Investments in counterparties arising out of Hedging
         Arrangements permitted pursuant to Section 7.3(L);

provided, however, that the Investments described in clauses (vii), (viii),
(ix), (x) and (xi) above shall not be permitted to be made at a time when either
a Default or an Unmatured Default shall have occurred and be continuing or would
result therefrom.

         (D) Conduct of Business; New Subsidiaries; Acquisitions. Neither the
Borrower nor any of its Subsidiaries shall engage in any business other than the
businesses engaged in by the Borrower and its Subsidiaries on the date hereof
and any business or activities which are reasonably similar, related or
incidental thereto or logical extensions thereof. The Borrower may create,
acquire in a Permitted Acquisition or capitalize any Subsidiary ("NEW
SUBSIDIARY") after the date hereof if (i) no Default or Unmatured Default shall
have occurred and be continuing or would result therefrom; (ii) after such
creation, acquisition or capitalization, all of the representations and
warranties contained herein shall be true and correct; and (iii) after such
creation, acquisition or capitalization the Borrower shall be in compliance with
the terms of Section 7.2(K).

         The Borrower shall not make any Acquisitions, other than Acquisitions
meeting the following requirements or otherwise approved by the Required Lenders
(each such Acquisition constituting a "PERMITTED ACQUISITION"):

                  (i)   no Default or Unmatured Default shall have occurred and
         be continuing or would result from such Acquisition or the incurrence
         of any Indebtedness in connection therewith;

                  (ii)  the purchase is consummated pursuant to a negotiated
         acquisition agreement on a non-hostile basis pursuant to an acquisition
         agreement approved by the board of directors or other applicable
         governing body of the seller prior to the commencement thereof which
         acquisition agreement and related documents are reasonably satisfactory
         to the Administrative Agent (including, without limitation, in respect
         of representations, indemnities and opinions) and results of due
         diligence are reasonably satisfactory to the Administrative Agent;

                  (iii) the businesses being acquired shall be substantially
         similar, related or incidental to the businesses or activities engaged
         in by the Borrower and its Subsidiaries on the Closing Date;

                  (iv)  prior to each such Acquisition, the Borrower shall
         deliver to the Administrative Agent (a) a notice of the proposed
         acquisition containing an executive summary of the principal terms and
         (b) a certificate from one of the Authorized Officers, demonstrating to
         the satisfaction of the Administrative Agent that after giving effect
         to such Acquisition and the incurrence of any Indebtedness in
         connection therewith, on a




                                       67
<PAGE>   74

         pro forma basis using unadjusted historical audited (when available) or
         reviewed unaudited financial statements obtained from the seller,
         broken down by fiscal quarter in the Borrower's reasonable judgment, as
         if the Acquisition and such incurrence of Indebtedness had occurred on
         the first day of the twelve-month period ending on the last day of the
         Borrower's most recently completed fiscal quarter, the Borrower would
         have been in compliance with the financial covenants in Section 7.4 and
         not otherwise in Default; and

                  (v)   the written consent of the Required Lenders shall have
         been obtained in connection with any Acquisition consummated at a time
         when the Leverage Ratio (calculated both before and after taking into
         account such Acquisition and all Indebtedness incurred or assumed in
         connection therewith) is greater than 1.00 to 1.00 if the aggregate
         purchase price (calculated as provided below) for such Acquisition and
         all related Acquisitions would exceed $50,000,000. The purchase price
         in connection with any Acquisition shall include, without limitation or
         duplication, cash and Cash Equivalents (net of any cash or Cash
         Equivalents acquired), stock, Indebtedness assumed or guarantied,
         contingent earn-outs or other similar contingent purchase price
         payments and transaction related contractual payments, including
         amounts payable under non-compete, consulting or similar agreements
         (excluding the portion thereof that consists of reasonable compensation
         for personal services rendered) (valuing all non-cash consideration at
         fair market value as of the date of consummation of such transaction as
         reasonably determined by the Borrower).

         (E) Transactions with Shareholders and Affiliates. Except for
transactions (i) disclosed on Schedule 7.3(E), (ii) between the Borrower and the
Guarantors or between Guarantors and (ii) otherwise permitted herein, neither
the Borrower nor any of its Subsidiaries shall enter into or permit to be
consummated any transaction after the Closing Date, including, without
limitation, the purchase, sale, lease or exchange of property, real or personal,
or the rendering of any service, with any holder or holders of Equity Interests
of the Borrower or any of its Subsidiaries or with any Affiliates, except, (i)
that such Persons may render services to the Borrower or any of its Subsidiaries
for compensation at the same rates generally paid by Persons engaged in the same
or similar businesses for the same or similar services, (ii) that the Borrower
or any of its Subsidiaries may render services to such Persons for compensation
at the same rates generally charged by the Borrower or such Subsidiary and (iii)
in either case in the ordinary course of business and pursuant to the reasonable
requirements of the Borrower's (or any Subsidiary's) business consistent with
past practice of the Borrower and its Subsidiaries and upon fair and reasonable
terms.

         (F) Restriction on Fundamental Changes; Guarantor Equity Ownership.
Neither the Borrower nor any of its Subsidiaries shall enter into any merger or
consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or
dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one
transaction or series of transactions, all or substantially all of the
Borrower's or any such Subsidiary's business or property, whether now or
hereafter acquired,




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<PAGE>   75

except (i) transactions permitted under Sections 7.3(A) or 7.3(D), (ii) a
Subsidiary of the Borrower may be merged into, liquidated into or consolidated
with the Borrower (in which case the Borrower shall be the surviving
corporation) or any wholly-owned Subsidiary of the Borrower (or entity acquired
in connection with an Acquisition permitted pursuant to Section 7.3(D)),
provided if a Guarantor is merged into, liquidated into or consolidated with
another Subsidiary of the Borrower (or entity so acquired), the surviving
Subsidiary (or entity so acquired) shall also be or shall become a Guarantor.
Other than as a result of a transaction permitted under the terms of this
Agreement, the Borrower shall not cease to own, of record and beneficially, with
sole voting and dispositive power at least 80% of the outstanding shares of
Capital Stock of each of the Guarantors and shall not cease to have the power,
directly or indirectly, to elect (a) a majority of the members of the board of
directors of each of the Guarantors and (b) if under the applicable articles or
certificate of incorporation (or similar governing document), shareholder's
agreements or under applicable law a higher percentage of the board of directors
is required for the consummation of any transaction by any Guarantor, then such
larger percentage of the members of the board of directors.

         (G) Margin Regulations. Neither the Borrower nor any of its
Subsidiaries, shall use all or any portion of the proceeds of any credit
extended under this Agreement to purchase or carry Margin Stock.

         (H) ERISA. The Borrower shall not

                  (i)   engage, or permit any of its Subsidiaries to engage, in
         any prohibited transaction described in Sections 406 of ERISA or 4975
         of the Code for which a statutory or class exemption is not available
         or a private exemption has not been previously obtained from the DOL;

                  (ii)  permit to exist any accumulated funding deficiency (as
         defined in Sections 302 of ERISA and 412 of the Code), with respect to
         any Benefit Plan, whether or not waived;

                  (iii) fail, or permit any Controlled Group member to fail, to
         pay timely required contributions or annual installments due with
         respect to any waived funding deficiency to any Benefit Plan;

                  (iv)  terminate, or permit any Controlled Group member to
         terminate, any Benefit Plan which would result in liability of the
         Borrower or any Controlled Group member under Title IV of ERISA;

                  (v)   fail to make any contribution or payment to any
         Multiemployer Plan which the Borrower or any Controlled Group member
         may be required to make under any agreement relating to such
         Multiemployer Plan, or any law pertaining thereto;




                                       69
<PAGE>   76

                  (vi)  fail, or permit any Controlled Group member to fail, to
         pay any required installment or any other payment required under
         Section 412 of the Code on or before the due date for such installment
         or other payment; or

                  (vii) amend, or permit any Controlled Group member to amend, a
         Plan resulting in an increase in current liability for the plan year
         such that the Borrower or any Controlled Group member is required to
         provide security to such Plan under Section 401(a)(29) of the Code,

except where such transactions, events, circumstances, or failures are not,
individually or in the aggregate, reasonably expected to result in liability
individually or in the aggregate in excess of $15,000,000 or have a Material
Adverse Effect.

         (I) Corporate Documents. Neither the Borrower nor any of its
Subsidiaries shall amend, modify or otherwise change any of the terms or
provisions in any of their respective constituent documents as in effect on the
date hereof in any manner materially adverse to the interests of the Lenders,
without the prior written consent of the Required Lenders.

         (J) Fiscal Year. Neither the Borrower nor any of its consolidated
Subsidiaries shall change its fiscal year for accounting or tax purposes from a
twelve-month period ending March 31 of each year.

         (K) Subsidiary Covenants. The Borrower will not, and will not permit
any Subsidiary (other than the Excluded Subsidiaries) to, create or otherwise
cause to become effective any consensual encumbrance or restriction of any kind
on the ability of any Subsidiary to pay dividends or make any other distribution
on its stock, pay any Indebtedness or other Obligation owed to the Borrower or
any other Subsidiary, make loans or advances or other Investments in the
Borrower or any other Subsidiary, to sell, transfer or otherwise convey any of
its property to the Borrower or any other Subsidiary or merge, consolidate with
or liquidate into the Borrower or any other Subsidiary.

         (L) Hedging Obligations. The Borrower shall not and shall not permit
any of its Subsidiaries to enter into any Hedging Arrangements other than
Hedging Arrangements entered into by the Borrower or its Subsidiaries with
Lenders pursuant to which the Borrower or such Subsidiary has hedged its or its
Subsidiaries reasonably estimated interest rate, foreign currency or commodity
exposure and which are of a non-speculative nature. Such permitted Hedging
Arrangements entered into by the Borrower and any Lender or any affiliate of any
Lender are sometimes referred to herein as "HEDGING AGREEMENTS."

         (M) Non-Guarantor Subsidiaries. The Borrower will not at any time
permit the EBITDA attributable to all of its Subsidiaries which are not
Guarantors to exceed twenty percent (20%) of Consolidated EBITDA of the Borrower
and its consolidated Subsidiaries.




                                       70
<PAGE>   77

         (N) Restricted Payments. The Borrower shall not and shall not permit
any of its Subsidiaries to declare or make any Dividend, except:

                  (i)   Dividends of any Subsidiary of the Borrower to the
         Borrower or to a Guarantor;

                  (ii)  other Dividends, provided that prior to the declaration
         or payment of such Dividend, the Borrower shall deliver to the
         Administrative Agent a certificate from one of the Authorized Officers,
         demonstrating to the satisfaction of the Administrative Agent that
         after giving effect to such Dividend and the incurrence of any
         Indebtedness in connection therewith, on a pro forma basis, as if the
         Dividend and such incurrence of Indebtedness had occurred on the first
         day of the twelve-month period ending on the last day of the Borrower's
         most recently completed fiscal quarter, the Borrower would have been in
         compliance with the financial covenants in Section 7.4 and not
         otherwise in Default.

         7.4 Financial Covenants. The Borrower shall comply with the following:

         (A) Maximum Leverage Ratio. The Borrower shall not permit the ratio
(the "LEVERAGE RATIO") of (i) the sum of (a) all Indebtedness (other than (i)
Hedging Obligations and (ii) the Excluded Indebtedness) of the Borrower and its
Subsidiaries to (ii) EBITDA at any time to be greater than 2.50 to 1.00. The
Leverage Ratio shall be calculated, in each case, determined as of the last day
of each fiscal quarter based upon (a) for Indebtedness, Indebtedness as of the
last day of each such fiscal quarter; and (b) for EBITDA, the actual amount for
the four-quarter period ending on such day, calculated, with respect to
Permitted Acquisitions, on a pro forma basis using unadjusted historical audited
and reviewed unaudited financial statements obtained from the seller (with the
EBITDA component thereof broken down by fiscal quarter in the Borrower's
reasonable judgment).

         (B) Interest Expense Coverage Ratio. The Borrower shall maintain a
ratio (the "INTEREST EXPENSE COVERAGE RATIO") of (i) EBIT for such period to
(ii) Interest Expense for such period of at least 3.00 to 1.00. The Interest
Expense Coverage Ratio shall be calculated as of the last day of each fiscal
quarter for the four-quarter period ending on such day, in each such case
calculated, with respect to Permitted Acquisitions, on a pro forma basis using
unadjusted historical audited and reviewed unaudited financial statements
obtained from the seller (with the EBIT component thereof broken down by fiscal
quarter in the Borrower's reasonable judgment).

                             ARTICLE VIII: DEFAULTS

         8.1 Defaults. Each of the following occurrences shall constitute a
Default under this Agreement:




                                       71
<PAGE>   78

         (A) Failure to Make Payments When Due. The Borrower shall (i) fail to
pay when due any of the Obligations consisting of principal with respect to the
Loans, (ii) shall fail to pay within three (3) Business Days of the date when
due any of the Obligations consisting of interest with respect to the Loans, or
(iii) shall fail to pay within five (5) Business Days of the date when due any
of the other Obligations under this Agreement or the other Loan Documents.

         (B) Breach of Certain Covenants. The Borrower shall fail duly and
punctually to perform or observe any agreement, covenant or obligation binding
on the Borrower or there shall otherwise be a breach of any covenant under:

                  (i)   Sections 7.1 (excluding, however, clause (B) of Section
         7.1), 7.2 or clauses (B), (H), (I) or (J) of Section 7.3 and such
         failure or breach shall continue unremedied for fifteen days; or

                  (ii)  Clause (B) of Section 7.1, Section 7.3 (other than those
         clauses of Section 7.3 covered pursuant to clause (i) above) or Section
         7.4.

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

         (D) Other Defaults. The Borrower shall default in the performance of or
compliance with any term contained in this Agreement (other than as covered by
paragraphs (A), (B) or (C) of this Section 8.1), or the Borrower or any of its
Subsidiaries shall default in the performance of or compliance with any term
contained in any of the other Loan Documents, and such default shall continue
for thirty (30) days after the occurrence thereof.

         (E) Default as to Material Indebtedness. The Borrower or any of its
Subsidiaries shall fail to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) with respect
to any Indebtedness (other than Indebtedness hereunder, but including, without
limitation, Disqualified Stock held by a Person other than the Borrower or any
of its Subsidiaries and Off-Balance Sheet Liabilities), beyond any period of
grace provided with respect thereto, which individually or together with other
such Indebtedness as to which any such failure exists has an aggregate
outstanding principal amount equal to or greater than $10,000,000 ("MATERIAL
INDEBTEDNESS"); or any breach, default or event of default shall occur, or any
other condition shall exist under any instrument, agreement or indenture
pertaining to any such Material Indebtedness, beyond any period of grace, if
any, provided with respect thereto, if the effect thereof is to cause an
acceleration, mandatory redemption, a requirement that the Borrower offer to
purchase such Material Indebtedness or other required repurchase of such
Material Indebtedness, or permit the holder(s) of such Material Indebtedness to
accelerate the maturity of any such Material Indebtedness or require a
redemption or other




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<PAGE>   79

repurchase of such Material Indebtedness; or any such Material Indebtedness
shall be otherwise declared to be due and payable (by acceleration or otherwise)
or required to be prepaid, redeemed or otherwise repurchased by the Borrower or
any of its Subsidiaries (other than by a regularly scheduled required
prepayment) prior to the stated maturity thereof.

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

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

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

         (G) Voluntary Bankruptcy; Appointment of Receiver, Etc. The Borrower or
any of the Borrower's Subsidiaries shall (i) commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, (ii) consent to the entry of an order for relief in an involuntary case,
or to the conversion of an involuntary case to a voluntary case, under any such
law, (iii) consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property, (iv)
make any assignment for the benefit of creditors, (v) take any corporate action
to authorize any of the foregoing or (vi) is generally not paying, or admits in
writing its inability to pay, its debts as they become due.

         (H) Judgments and Attachments. Any money judgment(s), writ or warrant
of attachment, or similar process against the Borrower or any of its
Subsidiaries or any of their respective assets involving in any single case or
in the aggregate an amount in excess of $10,000,000 is or are entered and shall
remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60)
days or in any event later than fifteen (15) days prior to the date of any
proposed sale thereunder (excluding from such calculation amounts covered by
insurance as to




                                       73
<PAGE>   80

which a claim has been filed and the insurance company has not disclaimed or
reserved the right to disclaim coverage unless enforcement has commenced with
respect to such judgment and the applicable insurance company has not reimbursed
the Borrower or its Subsidiaries for such amounts covered by insurance).

         (I) Dissolution. Any order, judgment or decree shall be entered against
the Borrower or any Guarantor decreeing its involuntary dissolution or split up
and such order shall remain undischarged and unstayed for a period in excess of
sixty (60) days; or the Borrower or any Guarantor shall otherwise dissolve or
cease to exist except as specifically permitted by this Agreement.

         (J) Loan Documents. At any time, for any reason, any Loan Document as a
whole that materially affects the ability of the Administrative Agent, or any of
the Lenders to enforce the Obligations ceases to be in full force and effect or
the Borrower or any of the Borrower's Subsidiaries party thereto seeks to
repudiate its obligations under any Loan Document.

         (K) Termination Event. Any Termination Event occurs which the Required
Lenders believe is reasonably likely to subject either the Borrower or any
Controlled Group member to liability individually or in the aggregate in excess
of $15,000,000.

         (L) Waiver of Minimum Funding Standard. If the plan administrator of
any Plan applies under Section 412(d) of the Code for a waiver of the minimum
funding standards of Section 412(a) of the Code and any Lender believes the
substantial business hardship upon which the application for the waiver is based
could reasonably be expected to subject either the Borrower or any Controlled
Group member to liability individually or in the aggregate in excess of
$15,000,000.

         (M) Change of Control. A Change of Control shall occur.

         (N) Hedging Agreements. Nonpayment by the Borrower within three (3)
Business Days when due of any obligation under any Hedging Agreement or the
breach by the Borrower of any other term, provision or condition contained in
any such Hedging Agreement and such breach shall continue unremedied for thirty
(30) days.

         (O) Environmental Matters. The Borrower or any of its Subsidiaries
shall be the subject of any proceeding or investigation pertaining to (i) the
Release by the Borrower or any of its Subsidiaries of any Contaminant into the
environment, (ii) the liability of the Borrower or any of its Subsidiaries
arising from the Release by any other Person of any Contaminant into the
environment, or (iii) any violation of any Environmental, Health or Safety
Requirements of Law which by the Borrower or any of its Subsidiaries, which, in
any case, has or is reasonably likely to subject either the Borrower or its
Subsidiaries to liability individually or in the aggregate in excess of
$15,000,000 (excluding from such calculation amounts covered by insurance as to
which a claim has been filed and the insurance company has not disclaimed or
reserved the right




                                       74
<PAGE>   81

to disclaim coverage unless enforcement has commenced with respect to such
payment of such liabilities and the applicable insurance company has not
reimbursed the Borrower or its Subsidiaries for such amounts covered by
insurance).

         (P) Guarantor Revocation. Other than in connection with the release of
a Guarantor in connection with a transaction permitted under this Agreement, any
Guarantor shall terminate or revoke any of its obligations under the Guaranty or
breach any of the material terms of the Guaranty.

         A Default shall be deemed "continuing" until cured or until waived in
writing in accordance with Section 9.3.

 ARTICLE IX: ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES

         9.1 Termination of Revolving Loan Commitments; Acceleration. If any
Default described in Section 8.1(F) or 8.1(G) occurs with respect to the
Borrower, the obligations of the Lenders to make Loans hereunder and the
obligation of the Issuing Bank to issue Letters of Credit hereunder shall
automatically terminate and the Obligations shall immediately become due and
payable without any election or action on the part of the Administrative Agent
or any Lender. If any other Default occurs, the Required Lenders may terminate
or suspend the obligations of the Lenders to make Loans hereunder and the
obligation of the Issuing Bank to issue Letters of Credit hereunder, or declare
the Obligations to be due and payable, or both, whereupon, upon notice of such
to the Borrower, the Obligations shall become immediately due and payable,
without presentment, demand, protest or notice of any kind, all of which the
Borrower expressly waives.

         9.2 Defaulting Lender. In the event that any Lender fails to fund its
Pro Rata Share of any Advance requested or deemed requested by the Borrower (or
an Advance to repay Swing Line Loans to the Swing Line Bank or Reimbursement
Obligations to the Issuing Bank), which such Lender is obligated to fund under
the terms of this Agreement (the funded portion of such Advance being
hereinafter referred to as a "NON PRO RATA LOAN"), until the earlier of such
Lender's cure of such failure and the termination of the Revolving Loan
Commitments, the proceeds of all amounts thereafter repaid to the Administrative
Agent by the Borrower and otherwise required to be applied to such Lender's
share of all other Obligations pursuant to the terms of this Agreement shall be
advanced to the Borrower by the Administrative Agent on behalf of such Lender to
cure, in full or in part, such failure by such Lender, but shall nevertheless be
deemed to have been paid to such Lender in satisfaction of such other
Obligations (the amounts so advanced being referred to as "CURE LOANS").
Notwithstanding anything in this Agreement to the contrary:




                                       75
<PAGE>   82

                  (i)   the foregoing provisions of this Section 9.2 shall apply
         only with respect to the proceeds of payments of Obligations and shall
         not affect the conversion or continuation of Loans pursuant to Section
         2.9;

                  (ii)  any such Lender shall be deemed to have cured its
         failure to fund its Pro Rata Share, of any Advance at such time as an
         amount equal to such Lender's original Pro Rata Share of the requested
         principal portion of such Advance is fully funded to the Borrower,
         whether made by such Lender itself or by operation of the terms of this
         Section 9.2, and whether or not the Non Pro Rata Loan with respect
         thereto has been repaid, converted or continued;

                  (iii) regardless of whether or not a Default has occurred or
         is continuing, and notwithstanding the instructions of the Borrower as
         to its desired application, all repayments of principal which, in
         accordance with the other terms of this Agreement, would be applied to
         the outstanding Loans shall be applied first, ratably to all Loans
         constituting Non Pro Rata Loans, second, ratably to Loans other than
         those constituting Non Pro Rata Loans or Cure Loans and, third, ratably
         to Cure Loans;

                  (iv)  for so long as and until the earlier of any such
         Lender's cure of the failure to fund its Pro Rata Share of any Advance
         and the termination of the Revolving Loan Commitments, the term
         "Required Lenders" for purposes of this Agreement shall mean Lenders
         (excluding all Lenders whose failure to fund their respective Pro Rata
         Share of such Advance have not been so cured) whose Pro Rata Shares
         represent at least fifty-one percent (51%) of the aggregate Pro Rata
         Shares of such Lenders; and

                  (v)   for so long as and until any such Lender's failure to
         fund its Pro Rata Share of any Advance is cured in accordance with
         Section 9.2(ii), (A) such Lender shall not be entitled to any
         Commitment fees with respect to its Revolving Loan Commitment and (B)
         such Lender shall not be entitled to any letter of credit fees, which
         Commitment fees and letter of credit fees shall accrue in favor of the
         Lenders which have funded their respective Pro Rata Share of such
         requested Advance, shall be allocated among such performing Lenders
         ratably based upon their relative Revolving Loan Commitments, and shall
         be calculated based upon the average amount by which the aggregate
         Revolving Loan Commitments of such performing Lenders exceeds the sum
         of (I) the outstanding principal amount of the Loans owing to such
         performing Lenders, plus (II) the outstanding Reimbursement Obligations
         owing to such performing Lenders, plus (III) the aggregate
         participation interests of such performing Lenders arising pursuant to
         Section 3.5 with respect to undrawn and outstanding Letters of Credit.

         9.3 Amendments. Subject to the provisions of this Article IX, the
Required Lenders (or the Administrative Agent with the consent in writing of the
Required Lenders) and the Borrower may enter into agreements supplemental hereto
for the purpose of adding or modifying any provisions to the Loan Documents or
changing in any manner the rights of the Lenders or the




                                       76
<PAGE>   83

Borrower hereunder or waiving any Default hereunder; provided, however, that no
such supplemental agreement shall, without the consent of each Lender affected
thereby:

                  (i)    Postpone or extend the Revolving Loan Termination Date
         or any other date fixed for any payment of principal of, or interest
         on, the Loans, the Reimbursement Obligations or any fees or other
         amounts payable to such Lender;

                  (ii)   Reduce the principal amount of any Loans or L/C
         Obligations, or reduce the rate or extend the time of payment of
         interest or fees thereon (other than (i) a waiver of the application of
         the default rate of interest pursuant to Section 2.10 hereof and (ii)
         as a result of a change in the definition of Leverage Ratio or any of
         the components thereof or the method of calculation thereof);

                  (iii)  Reduce the percentage specified in the definition of
         Required Lenders or any other percentage of Lenders specified to be the
         applicable percentage in this Agreement to act on specified matters or
         amend the definitions of "Required Lenders" or "Pro Rata Share";

                  (iv)   Other than as set forth in Section 2.5(A), increase the
         amount of the Revolving Loan Commitment of such Lender hereunder or
         increase such Lender's Pro Rata Share;

                  (v)    Permit the Borrower to assign its rights under this
         Agreement;

                  (vi)   Other than pursuant to a transaction permitted by the
         terms of this Agreement, release any Guarantor from its obligations
         under the Guaranty;

                  (vii)  Amend this Section 9.3;

                  (viii) Amend Section 12.2; or

                  (ix)   Release any collateral, if any, for the Revolving
         Credit Obligations.

No amendment of any provision of this Agreement relating to (a) the
Administrative Agent shall be effective without the written consent of the
Administrative Agent, (b) Swing Line Loans shall be effective without the
written consent of the Swing Line Bank and (c) the Issuing Bank shall be
effective without the written consent of the Issuing Bank. The Administrative
Agent may waive payment of the fee required under Section 13.3(B) without
obtaining the consent of any of the Lenders.

         9.4 Preservation of Rights. No delay or omission of the Lenders or the
Administrative Agent to exercise any right under the Loan Documents shall impair
such right or be construed to be a waiver of any Default or an acquiescence
therein, and the making of a Loan or the issuance of a Letter of Credit
notwithstanding the existence of a Default or the inability of the Borrower to



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<PAGE>   84

satisfy the conditions precedent to such Loan or issuance of such Letter of
Credit shall not constitute any waiver or acquiescence. Any single or partial
exercise of any such right shall not preclude other or further exercise thereof
or the exercise of any other right, and no waiver, amendment or other variation
of the terms, conditions or provisions of the Loan Documents whatsoever shall be
valid unless in writing signed by the requisite number of Lenders required
pursuant to Section 9.3, and then only to the extent in such writing
specifically set forth. All remedies contained in the Loan Documents or by law
afforded shall be cumulative and all shall be available to the Administrative
Agent and the Lenders until all of the Obligations (other than contingent
indemnity obligations) shall have been fully and indefeasibly paid and satisfied
in cash, all financing arrangements among the Borrower and the Lenders shall
have been terminated (including under Hedging Agreements or other agreements
with respect to Hedging Obligations) and all of the Letters of Credit shall have
expired, been canceled or terminated.

                         ARTICLE X: GENERAL PROVISIONS

         10.1 Survival of Representations. All representations and warranties of
the Borrower contained in this Agreement shall survive delivery of this
Agreement and the making of the Loans herein contemplated.

         10.2 Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, no Lender shall be obligated to extend credit to
the Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

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

         10.4 Entire Agreement. The Loan Documents embody the entire agreement
and understanding among the Borrower, the Administrative Agent and the Lenders
and supersede all prior agreements and understandings among the Borrower, the
Administrative Agent and the Lenders relating to the subject matter thereof.

         10.5 Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other Lender (except to the extent to which
the Administrative Agent is authorized to act as such). The failure of any
Lender to perform any of its obligations hereunder shall not relieve any other
Lender from any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns.

         10.6 Expenses; Indemnification.




                                       78
<PAGE>   85

         (A) Expenses. The Borrower shall reimburse the Administrative Agent and
the Arranger for any reasonable costs, internal charges and out-of-pocket
expenses (including reasonable attorneys' and paralegals' fees and time charges
of attorneys and paralegals for the Administrative Agent, which attorneys and
paralegals may be employees of the Administrative Agent) paid or incurred by the
Administrative Agent or the Arranger in connection with the preparation,
negotiation, execution, delivery, syndication, distribution (including via the
Internet), review, amendment, modification, and administration of the Loan
Documents. The Borrower also agrees to reimburse the Administrative Agent and
the Arranger and the Lenders for any costs, internal charges and out-of-pocket
expenses (including attorneys' and paralegals' fees and time charges of
attorneys and paralegals for the Administrative Agent and the Arranger and the
Lenders, which attorneys and paralegals may be employees of the Administrative
Agent or the Arranger or the Lenders) paid or incurred by the Administrative
Agent or the Arranger or any Lender in connection with the collection of the
Obligations and enforcement of the Loan Documents. In addition to expenses set
forth above, the Borrower agrees to reimburse the Administrative Agent, promptly
after the Administrative Agent's request therefor, for each audit, or other
business analysis performed by or for the benefit of the Lenders in connection
with this Agreement or the other Loan Documents in an amount equal to the
Administrative Agent's then customary charges which it charges to other
similarly situated customers for each person employed to perform such audit or
analysis, plus all costs and expenses (including without limitation, travel
expenses) incurred by the Administrative Agent in the performance of such audit
or analysis; provided, the Borrower shall not be required to pay expenses for
more than two (2) such audits or analyses conducted in any twelve-month period
if at a time when no Default has occurred and is continuing. The Administrative
Agent shall provide the Borrower with a detailed statement of all reimbursements
requested under this Section 10.6(A).

         (B) Indemnity. The Borrower further agrees to defend, protect,
indemnify, and hold harmless the Administrative Agent, the Arranger and each and
all of the Lenders and each of their respective Affiliates, and each of such
Administrative Agent's, Arranger's, Lender's, or Affiliate's respective
officers, directors, trustees, investment advisors, employees, attorneys and
agents (including, without limitation, those retained in connection with the
satisfaction or attempted satisfaction of any of the conditions set forth in
Article V) (collectively, the "Indemnitees") from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs, expenses of any kind or nature whatsoever (including, without
limitation, the reasonable fees and disbursements of counsel and other
independent advisors for such Indemnitees in connection with any investigative,
administrative or judicial proceeding, whether or not such Indemnitees shall be
designated a party thereto), imposed on, incurred by, or asserted against such
Indemnitees in any manner relating to or arising out of:

                  (i)   this Agreement, the other Loan Documents or any act,
         event or transaction related or attendant thereto or to the
         Transactions, the making of the Loans, and the issuance of and
         participation in Letters of Credit hereunder, the management of such
         Loans or Letters




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<PAGE>   86

         of Credit, the use or intended use of the proceeds of the Loans or
         Letters of Credit hereunder, or any of the other transactions
         contemplated by the Loan Documents; or

                  (ii)  any liabilities, obligations, responsibilities, losses,
         damages, personal injury, death, punitive damages, economic damages,
         consequential damages, treble damages, intentional, willful or wanton
         injury, damage or threat to the environment, natural resources or
         public health or welfare, costs and expenses (including, without
         limitation, attorney, expert and consulting fees and costs of
         investigation, feasibility or remedial action studies), fines,
         penalties and monetary sanctions, interest, direct or indirect, known
         or unknown, absolute or contingent, past, present or future relating to
         violation of any Environmental, Health or Safety Requirements of Law
         arising from or in connection with the past, present or future
         operations of the Borrower, its Subsidiaries or any of their respective
         predecessors in interest, or, the past, present or future
         environmental, health or safety condition of any respective property of
         the Borrower or its Subsidiaries, the presence of asbestos-containing
         materials at any respective property of the Borrower or its
         Subsidiaries or the Release or threatened Release of any Contaminant
         into the environment (collectively, the "INDEMNIFIED MATTERS");

provided, however, the Borrower shall have no obligation to an Indemnitee
hereunder with respect to Indemnified Matters caused primarily by or resulting
primarily from the willful misconduct or Gross Negligence of such Indemnitee
with respect to the Loan Documents, as determined by the final non-appealed
judgment of a court of competent jurisdiction. Notwithstanding the provisions of
clause (ii) above, in the event that the Lenders foreclose upon the property of
the Borrower or its Subsidiaries or otherwise assume control of such property,
then the provisions of Section 10.6(B)(ii) shall not apply to losses or costs
attributable to environmental conditions first caused by the Lenders or their
agents or representatives following the Lenders' foreclosure or other assumption
of control. If the undertaking to indemnify, pay and hold harmless set forth in
the preceding sentence may be unenforceable because it is violative of any law
or public policy, the Borrower shall contribute the maximum portion which it is
permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all Indemnified Matters incurred by the Indemnitees.

         (C) Waiver of Certain Claims; Settlement of Claims. The Borrower
further agrees to assert no claim against any of the Indemnitees on any theory
of liability seeking consequential, special, indirect, exemplary or punitive
damages. No settlement shall be entered into by the Borrower or any of its
Subsidiaries with respect to any claim, litigation, arbitration or other
proceeding relating to or arising out of the transactions evidenced by this
Agreement, the other Loan Documents or in connection with the transactions
contemplated hereby and thereby (whether or not the Administrative Agent or any
Lender or any Indemnitee is a party thereto) unless such settlement releases all
Indemnitees from any and all liability with respect thereto.

         (D) Survival of Agreements. The obligations and agreements of the
Borrower under this Section 10.6 shall survive the termination of this
Agreement.




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<PAGE>   87

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

         10.8 Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles. If any changes the impact of which is material in generally accepted
accounting principles are hereafter required or permitted and are adopted by the
Borrower or any of its Subsidiaries with the agreement of its independent
certified public accountants and such changes result in a change in the method
of calculation of any of the financial covenants, tests, restrictions or
standards herein or in the related definitions or terms used therein
("ACCOUNTING CHANGES"), the parties hereto agree, at the Borrower's request, to
enter into negotiations, in good faith, in order to amend such provisions in a
credit neutral manner so as to reflect equitably such changes with the desired
result that the criteria for evaluating the Borrower's and its Subsidiaries'
financial condition shall be the same after such changes as if such changes had
not been made; provided, however, until such provisions are amended in a manner
reasonably satisfactory to the Administrative Agent and the Required Lenders, no
Accounting Change shall be given effect in such calculations and all financial
statements and reports required to be delivered hereunder shall be prepared in
accordance with Agreement Accounting Principles without taking into account such
Accounting Changes. In the event such amendment is entered into, all references
in this Agreement to Agreement Accounting Principles shall mean generally
accepted accounting principles as of the date of such amendment.

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

         10.10 Nonliability of Lenders. The relationship between the Borrower
and the Lenders and the Administrative Agent shall be solely that of borrower
and lender. Neither the Administrative Agent nor any Lender shall have any
fiduciary responsibilities to the Borrower. Neither the Administrative Agent nor
any Lender undertakes any responsibility to the Borrower to review or inform the
Borrower of any matter in connection with any phase of the Borrower's business
or operations.

         10.11 GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS AGREEMENT,
ON BEHALF OF ITSELF AND THE LENDERS, AT NEW YORK, NEW YORK BY ACKNOWLEDGING AND
AGREEING TO IT THERE. ANY DISPUTE BETWEEN THE BORROWER AND THE ADMINISTRATIVE
AGENT, ANY LENDER OR ANY OTHER HOLDER OF OBLIGATIONS ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN




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<PAGE>   88

DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD
TO THE CONFLICT OF LAWS PRINCIPLES) OF THE STATE OF NEW YORK.

         10.12 CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

         (A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B), EACH
OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED
EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT THE
PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. EACH OF THE PARTIES
HERETO WAIVES IN ALL DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

         (B) OTHER JURISDICTIONS. THE BORROWER AGREES THAT THE ADMINISTRATIVE
AGENT, ANY LENDER OR ANY OTHER HOLDER OF OBLIGATIONS SHALL HAVE THE RIGHT TO
PROCEED AGAINST THE BORROWER OR ITS PROPERTY IN A COURT IN ANY LOCATION TO
ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER THE BORROWER TO THE
EXTENT THAT SUCH PERSON CANNOT OBTAIN PERSONAL JURISDICTION IN NEW YORK PURSUANT
TO PARAGRAPH (A) ABOVE OR (2) IN ORDER TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER ENTERED IN FAVOR OF SUCH PERSON. THE BORROWER AGREES THAT IT WILL NOT
ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO
REALIZE ON ANY SECURITY FOR THE OBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER
COURT ORDER IN FAVOR OF SUCH PERSON BUT SHALL ONLY BE PERMITTED TO BRING ANY
SUCH PERMISSIVE COUNTERCLAIM IN A PROCEEDING BROUGHT PURSUANT TO CLAUSE (A). THE
BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN
WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION (B).

         (C) VENUE. THE BORROWER IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY SUCH ACTION OR PROCEEDING




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<PAGE>   89

WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH IN ANY JURISDICTION SET FORTH
ABOVE.

         (D) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         (E) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENT TO EACH OTHER
PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE
PROVISIONS OF SECTION 10.6 AND THIS SECTION 10.12, WITH ITS COUNSEL.

         10.13 Subordination of Intercompany Indebtedness. The Borrower agrees
that any and all claims of the Borrower against any of its Subsidiaries that is
a Guarantor with respect to any "Intercompany Indebtedness" (as hereinafter
defined), any endorser, obligor or any other guarantor of all or any part of the
Obligations, or against any of its properties shall be subordinate and subject
in right of payment to the prior payment, in full and in cash, of all
Obligations and Hedging Obligations under Hedging Agreements; provided that, and
not in contravention of the foregoing, so long as no Default has occurred and is
continuing the Borrower may make loans to and receive payments in the ordinary
course with respect to such Intercompany Indebtedness from each such Guarantor
to the extent not prohibited by the terms of this Agreement and the other Loan
Documents. Notwithstanding any right of the Borrower to ask, demand, sue for,
take or receive any payment from any Guarantor, all rights, liens and security
interests of the Borrower, whether now or hereafter arising and howsoever
existing, in any assets of any Guarantor shall be and are subordinated to the
rights of the holders of the Obligations and the Administrative Agent in those
assets. The Borrower shall have no right to possession of any such asset or to
foreclose upon any such asset, whether by judicial action or otherwise, unless
and until all of the Obligations (other than contingent indemnity obligations)
and the Hedging Obligations under Hedging Agreements shall have been fully paid
and satisfied (in cash) and all financing arrangements pursuant to any Loan
Document or Hedging Agreement among the Borrower and the holders of the
Obligations (or any affiliate thereof) have been terminated. If all or any part
of the assets of any Guarantor, or the proceeds thereof, are subject




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<PAGE>   90

to any distribution, division or application to the creditors of such Guarantor,
whether partial or complete, voluntary or involuntary, and whether by reason of
liquidation, bankruptcy, arrangement, receivership, assignment for the benefit
of creditors or any other action or proceeding, or if the business of any such
Guarantor is dissolved or if substantially all of the assets of any such
Guarantor are sold, then, and in any such event (such events being herein
referred to as an "INSOLVENCY EVENT"), any payment or distribution of any kind
or character, either in cash, securities or other property, which shall be
payable or deliverable upon or with respect to any indebtedness of any Guarantor
to the Borrower ("INTERCOMPANY INDEBTEDNESS") shall be paid or delivered
directly to the Administrative Agent for application on any of the Obligations
and Hedging Obligations under the Hedging Agreements, due or to become due,
until such Obligations and Hedging Obligations (other than contingent indemnity
obligations) shall have first been fully paid and satisfied (in cash). Should
any payment, distribution, security or instrument or proceeds thereof be
received by the Borrower upon or with respect to the Intercompany Indebtedness
after an Insolvency Event prior to the satisfaction of all of the Obligations
(other than contingent indemnity obligations) and Hedging Obligations under
Hedging Agreements and the termination of all financing arrangements pursuant to
any Loan Document and or Hedging Agreement among the Borrower and the holders of
Obligations (and their affiliates), the Borrower shall receive and hold the same
in trust, as trustee, for the benefit of the holders of the Obligations and such
Hedging Obligations and shall forthwith deliver the same to the Administrative
Agent, for the benefit of such Persons, in precisely the form received (except
for the endorsement or assignment of the Borrower where necessary), for
application to any of the Obligations and such Hedging Obligations, due or not
due, and, until so delivered, the same shall be held in trust by the Borrower as
the property of the holders of the Obligations and such Hedging Obligations. If
the Borrower fails to make any such endorsement or assignment to the
Administrative Agent, the Administrative Agent or any of its officers or
employees are irrevocably authorized to make the same. The Borrower agrees that
until the Obligations (other than the contingent indemnity obligations) and such
Hedging Obligations have been paid in full (in cash) and satisfied and all
financing arrangements pursuant to any Loan Document or Hedging Agreement among
the Borrower and the holders of the Obligations (and their affiliates) have been
terminated, the Borrower will not assign or transfer to any Person (other than
the Administrative Agent) any claim the Borrower has or may have against any
Guarantor.

         10.14 Lender's Not Utilizing Plan Assets. None of the consideration
used by any of the Lenders to make its Loans constitute for any purpose of ERISA
or Section 4975 of the Code assets of any "plan" as defined in Section 3(3) of
ERISA or Section 4975 of the Code and the rights and interests of each of the
Lenders in and under the Loan Documents shall not constitute such "plan assets"
under ERISA.

                      ARTICLE XI: THE ADMINISTRATIVE AGENT

         11.1 Appointment; Nature of Relationship. Bank One, NA, having its
principal office in Chicago, Illinois is appointed by the Lenders as the
Administrative Agent hereunder and under each other Loan Document, and each of
the Lenders irrevocably authorizes the Administrative




                                       84
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Agent to act as the contractual representative of such Lender with the rights
and duties expressly set forth herein and in the other Loan Documents. The
Administrative Agent agrees to act as such contractual representative upon the
express conditions contained in this Article XI. Notwithstanding the use of the
defined term "Administrative Agent," it is expressly understood and agreed that
the Administrative Agent shall not have any fiduciary responsibilities to any
Holder of Obligations by reason of this Agreement and that the Administrative
Agent is merely acting as the representative of the Lenders with only those
duties as are expressly set forth in this Agreement and the other Loan
Documents. In its capacity as the Lenders' contractual representative, the
Administrative Agent (i) does not assume any fiduciary duties to any of the
Holders of Obligations, (ii) is a "representative" of the Holders of Obligations
within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is
acting as an independent contractor, the rights and duties of which are limited
to those expressly set forth in this Agreement and the other Loan Documents.
Each of the Lenders, for itself and on behalf of its affiliates as Holders of
Obligations, agrees to assert no claim against the Administrative Agent on any
agency theory or any other theory of liability for breach of fiduciary duty, all
of which claims each Holder of Obligations waives. In its capacity as the
Lenders' contractual representative, the Administrative Agent shall promptly
distribute to the Lenders copies of all reports, certificates and notices of the
Borrower required to be delivered thereto pursuant to the terms of this
Agreement and the other Loan Documents.

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

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

         11.4 No Responsibility for Loans, Creditworthiness, Recitals, Etc.
Neither the Administrative Agent nor any of its directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into,
or verify (i) any statement, warranty or representation made in connection with
any Loan Document or any borrowing hereunder; (ii) the performance or observance
of any of the covenants or agreements of any obligor under any Loan Document;
(iii) the satisfaction of any condition specified in Article V, except receipt
of items required to be delivered solely to the Administrative Agent; (iv) the
existence or possible existence of any Default or (v) the validity,
effectiveness or genuineness of any Loan Document




                                       85
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or any other instrument or writing furnished in connection therewith. The
Administrative Agent shall not be responsible to any Lender for any recitals,
statements, representations or warranties herein or in any of the other Loan
Documents, for the perfection or priority of the Liens on collateral, if any, or
for the execution, effectiveness, genuineness, validity, legality,
enforceability, collectibility, or sufficiency of this Agreement or any of the
other Loan Documents or the transactions contemplated thereby, or for the
financial condition of any guarantor of any or all of the Obligations, the
Borrower or any of its Subsidiaries.

         11.5 Action on Instructions of Lenders. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders (or all of the Lenders in the event
that and to the extent that this Agreement expressly requires such), and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders and on all owners of Loans and on all Holders of
Obligations. The Administrative Agent shall be fully justified in failing or
refusing to take any action hereunder and under any other Loan Document unless
it shall first be indemnified to its reasonable satisfaction by the Lenders pro
rata against any and all liability, cost and expense that it may incur by reason
of taking or continuing to take any such action.

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

         11.7 Reliance on Documents; Counsel. Absent any Gross Negligence or
willful misconduct on the part of the Administrative Agent or its
representatives, the Administrative Agent shall be entitled to rely upon any
notice, consent, certificate, affidavit, letter, telegram, statement, paper or
document believed by it to be genuine and correct and to have been signed or
sent by the proper person or persons, and, in respect to legal matters, upon the
opinion of counsel selected by the Administrative Agent, which counsel may be
employees of the Administrative Agent.

         11.8 The Administrative Agent's Reimbursement and Indemnification. The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to their respective Pro Rata Shares (i) for any amounts not
reimbursed by the Borrower for which the Administrative Agent is entitled to
reimbursement by the Borrower under the Loan Documents, (ii) for any other
reasonable expenses incurred by the Administrative Agent on behalf of the
Lenders, in connection with the preparation, execution, delivery, administration
and enforcement of the Loan Documents and (iii) for any liabilities,
obligations, losses, damages, penalties,




                                       86
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actions, judgments, suits, costs, expenses or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of the Loan Documents
or any other document delivered in connection therewith or the transactions
contemplated thereby, or the enforcement of any of the terms thereof or of any
such other documents, provided that no Lender shall be liable for any of the
foregoing to the extent any of the foregoing is found in a final non-appealable
judgment by a court of competent jurisdiction to have arisen solely from the
Gross Negligence or willful misconduct of the Administrative Agent.

         11.9 Rights as a Lender. With respect to its Revolving Loan Commitment,
Loans made by it, and Letters of Credit issued by it, the Administrative Agent
shall have the same rights and powers hereunder and under any other Loan
Document as any Lender or the Issuing Bank and may exercise the same as though
it were not the Administrative Agent, and the term "Lender" or "Lenders" or
"Issuing Bank" shall, unless the context otherwise indicates, include the
Administrative Agent in its individual capacity. The Administrative Agent may
accept deposits from, lend money to, and generally engage in any kind of trust,
debt, equity or other transaction, in addition to those contemplated by this
Agreement or any other Loan Document, with the Borrower or any of its
Subsidiaries in which such Person is not prohibited hereby from engaging with
any other Person.

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

         11.11 Successor Administrative Agent. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Borrower. Upon any such resignation, the Required Lenders shall have the right
to appoint, on behalf of the Borrower and the Lenders, a successor
Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within thirty days after the retiring Administrative Agent's giving notice of
resignation, then the retiring Administrative Agent may appoint, on behalf of
the Borrower and the Lenders, a successor Administrative Agent. Notwithstanding
anything herein to the contrary, so long as no Default has occurred and is
continuing, each such successor Administrative Agent shall be subject to the
prior written consent of the Borrower, which consent shall not be unreasonably
withheld. Such successor Administrative Agent shall be a commercial bank having
capital and retained earnings of at least $500,000,000. Upon the acceptance of
any appointment as the Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall




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thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Article XI shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as the Administrative Agent hereunder and
under the other Loan Documents.

         11.12 No Duties of Documentation Agent, Syndication Agent or Arranger.
None of the Persons identified on the cover page to this Agreement, the
signature pages to this Agreement or otherwise in this Agreement or any of the
other Loan Documents as a "Syndication Agent," "Documentation Agent" or
"Arranger" shall have any right, power, obligation, liability, responsibility or
duty under this Agreement or the other Loan Documents other than, if such Person
is a Lender, those applicable to all Lenders as such. Without limiting the
foregoing, none of the Persons identified on the cover page to this Agreement,
the signature pages to this Agreement or otherwise in this Agreements as a
"Syndication Agent," "Documentation Agent" or "Arranger" shall have or be deemed
to have any fiduciary duty to or fiduciary relationship with any Lender. In
addition to the agreements set forth in Section 11.10, each of the Lenders
acknowledges that it has not relied, and will not rely, on any of the Persons so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.

                     ARTICLE XII: SET-OFF; RATABLE PAYMENTS

         12.1 Set-off. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if any Default occurs and is continuing, any
indebtedness from any Lender to the Borrower (including all account balances,
whether provisional or final and whether or not collected or available) may be
offset and applied toward the payment of the Obligations owing to such Lender,
whether or not the Obligations, or any part hereof, shall then be due. Each
Lender agrees to notify the Borrower of any such set-off and application,
provided that the failure to give such notice shall not effect the validity of
such set-off and application.

         12.2 Ratable Payments. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Loans (other than payments received pursuant to
Sections 4.1, 4.2 or 4.4) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligation or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in proportion to the obligations owing to them. In case any such payment is
disturbed by legal process, or otherwise, appropriate further adjustments shall
be made.




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<PAGE>   95

         12.3 Application of Payments. Subject to the provisions of Section 9.2,
the Administrative Agent shall, unless otherwise specified at the direction of
the Required Lenders which direction shall be consistent with the penultimate
sentence of this Section 12.3, apply all payments and prepayments in respect of
any Obligations received after the occurrence and during the continuance of a
Default or Unmatured Default in the following order:

         (A) first, to pay interest on and then principal of any portion of the
Loans which the Administrative Agent may have advanced on behalf of any Lender
for which the Administrative Agent has not then been reimbursed by such Lender
or the Borrower;

         (B) second, to pay Obligations in respect of any fees, expenses,
reimbursements or indemnities then due to the Administrative Agent;

         (C) third, to pay Obligations in respect of any fees, expenses,
reimbursements or indemnities then due to the Lenders and the issuer(s) of
Letters of Credit;

         (D) fourth, to pay interest due in respect of Swing Line Loans;

         (E) fifth, to pay interest due in respect of Loans (other than Swing
Line Loans) and L/C Obligations;

         (F) sixth, to the ratable payment or prepayment of principal
outstanding on Swing Line Loans;

         (G) seventh, to the ratable payment or prepayment of principal
outstanding on Loans (other than Swing Line Loans), Reimbursement Obligations
and Hedging Obligations under Hedging Agreements;

         (H) eighth, to provide required cash collateral, if required pursuant
to Section 3.10 and

         (I) ninth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior to
the occurrence of a Default) by the Borrower, all principal payments in respect
of Loans (other than Swing Line Loans) shall be applied to the outstanding
Revolving Loans first, to repay outstanding Floating Rate Loans, and then to
repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which
have earlier expiring Interest Periods being repaid prior to those which have
later expiring Interest Periods. The order of priority set forth in this Section
12.3 and the related provisions of this Agreement are set forth solely to
determine the rights and priorities of the Administrative Agent, the Lenders,
the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves.
The order of priority set forth in clauses (D) through (I) of this Section 12.3
may at any time and from time to time be changed by the Required Lenders without
necessity of notice to or consent of or approval by the Borrower, or any other
Person; provided, that the order of priority of payments in respect of Swing
Line Loans may be changed only with the prior




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<PAGE>   96

written consent of the Swing Line Bank. The order of priority set forth in
clauses (A) through (C) of this Section 12.3 may be changed only with the prior
written consent of the Administrative Agent.

         12.4 Relations Among Lenders.

         (A) Except with respect to the exercise of set-off rights of any Lender
in accordance with Section 12.1, the proceeds of which are applied in accordance
with this Agreement, and except as set forth in the following sentence, each
Lender agrees that it will not take any action, nor institute any actions or
proceedings, against the Borrower or any other obligor hereunder or with respect
to any Loan Document, without the prior written consent of the Required Lenders
or, as may be provided in this Agreement or the other Loan Documents, at the
direction of the Administrative Agent.

         (B) The Lenders are not partners or co-venturers, and no Lender shall
be liable for the acts or omissions of, or (except as otherwise set forth herein
in case of the Administrative Agent) authorized to act for, any other Lender.

         12.5 Representations and Covenants Among Lenders. Each Lender
represents and covenants for the benefit of all other Lenders and the
Administrative Agent that such Lender is not satisfying and shall not satisfy
any of its obligations pursuant to this Agreement with any assets considered for
any purposes of ERISA or Section 4975 of the Code to be assets of or on behalf
of any "plan" as defined in section 3(3) of ERISA or section 4975 of the Code,
regardless of whether subject to ERISA or Section 4975 of the Code.

        ARTICLE XIII: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         13.1 Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents without the consent of all of the Lenders, and any such
assignment in violation of this Section 13.1(i) shall be null and void, and (ii)
any assignment by any Lender must be made in compliance with Section 13.3
hereof. Notwithstanding clause (ii) of this Section 13.1 or Section 13.3, any
Lender may at any time, without the consent of the Borrower or the
Administrative Agent, assign all or any portion of its rights under this
Agreement to a Federal Reserve Bank. The Administrative Agent may treat each
Lender as the owner of the Loans made by such Lender hereunder for all purposes
hereof unless and until such Lender complies with Section 13.3 hereof in the
case of an assignment thereof or, in the case of any other transfer, a written
notice of the transfer is filed with the Administrative Agent. Any assignee or
transferee of a Loan, Revolving Loan Commitment, L/C Interest or any other
interest of a lender under the Loan Documents agrees by acceptance thereof to be
bound by all the terms and provisions of the Loan Documents. Any request,
authority or consent of any Person, who at




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the time of making such request or giving such authority or consent is the owner
of any Loan, shall be conclusive and binding on any subsequent owner, transferee
or assignee of such Loan.

         13.2 Participations.

         (A) Permitted Participants; Effect. Subject to the terms set forth in
this Section 13.2, any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks or other
entities ("PARTICIPANTS") participating interests in any Loan owing to such
Lender, any Revolving Loan Commitment of such Lender, any L/C Interest of such
Lender or any other interest of such Lender under the Loan Documents on a pro
rata or non-pro rata basis. Notice of such participation to the Borrower and the
Administrative Agent shall be required prior to any participation becoming
effective with respect to a Participant which is not a Lender or an Affiliate
thereof. Upon receiving said notice, the Administrative Agent shall record the
participation in the Register it maintains. Moreover, notwithstanding such
recordation, such participation shall not be considered an assignment under
Section 13.3 of this Agreement and such Participant shall not be considered a
Lender. In the event of any such sale by a Lender of participating interests to
a Participant, such Lender's obligations under the Loan Documents shall remain
unchanged, such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, such Lender shall remain the
owner of all Loans made by it for all purposes under the Loan Documents, all
amounts payable by the Borrower under this Agreement shall be determined as if
such Lender had not sold such participating interests, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under the Loan Documents
except that, for purposes of Article IV hereof, the Participants shall be
entitled to the same rights as if they were Lenders provided no Participant
shall be entitled to reimbursement under Article IV hereof for any amount which
would exceed the amount that would have been payable by the Borrower to the
Lender from which the Participant obtained its participation under the
applicable circumstances.

         (B) Voting Rights. Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Loan, Letter of Credit or Revolving Loan Commitment
in which such Participant has an interest which forgives principal, interest or
fees or reduces the interest rate or fees payable pursuant to the terms of this
Agreement with respect to any such Loan or Revolving Loan Commitment, postpones
any date fixed for any regularly-scheduled payment (but not prepayments) of
principal of, or interest or fees on, any such Loan or Revolving Loan
Commitment, or releases all or substantially all of the collateral or
guarantees, if any, securing any such Loan or Letter of Credit.

         (C) Benefit of Setoff. The Borrower agrees that each Participant shall
be deemed to have the right of setoff provided in Section 12.1 hereof in respect
to its participating interest in amounts owing under the Loan Documents to the
same extent as if the amount of its participating




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interest were owing directly to it as a Lender under the Loan Documents,
provided that each Lender shall retain the right of setoff provided in Section
12.1 hereof with respect to the amount of participating interests sold to each
Participant except to the extent such Participant exercises its right of setoff.
The Lenders agree to share with each Participant, and each Participant, by
exercising the right of setoff provided in Section 12.1 hereof, agrees to share
with each Lender, any amount received pursuant to the exercise of its right of
setoff, such amounts to be shared in accordance with Section 12.2 as if each
Participant were a Lender.

         13.3 Assignments.

         (A) Permitted Assignments. Any Lender may, in the ordinary course of
its business and in accordance with applicable law, at any time assign to one or
more banks or other entities ("PURCHASERS") all or a portion of its rights and
obligations under this Agreement (including, without limitation, its Revolving
Loan Commitment, all Loans owing to it, all of its participation interests in
existing Letters of Credit, and its obligation to participate in additional
Letters of Credit hereunder) in accordance with the provisions of this Section
13.3, provided that upon such assignment, such Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of Sections 4.1, 4.2,
4.4, 4.5 and 10.6, as well as to any fees accrued for its account hereunder and
not yet paid, and shall continue to be obligated under Section 11.8. Each
assignment shall be of a constant, and not a varying, ratable percentage of all
of the assigning Lender's rights and obligations under this Agreement. Such
assignment shall be substantially in the form of Exhibit D hereto and shall not
be permitted hereunder unless such assignment is either for all of such Lender's
rights and obligations under the Loan Documents or, without the prior written
consent of the Administrative Agent and the Borrower, involves loans and
commitments in an aggregate amount of at least $5,000,000 (which minimum amount
shall not apply to any assignment between Lenders, or to an Affiliate of any
Lender); provided however no such consent of the Borrower shall be required if a
Default has occurred and is continuing. The prior written consent of the
Administrative Agent shall be required prior to an assignment becoming effective
with respect to a Purchaser which is not a Lender or an Affiliate of such
Lender, which consent shall not be unreasonably withheld or delayed. Provided no
Default has occurred and is continuing, the prior written consent of the
Borrower shall be required prior to an assignment becoming effective with
respect to a Purchaser which is not a Lender (other than a "Dissenting Lender"
as defined below) or an Affiliate of the assigning Lender, which consent shall
not be unreasonably withheld or delayed. For any assignment to another Lender
where such Lender has previously withheld its consent to an amendment to or
waiver under this Agreement where such amendment or waiver was approved by the
Required Lenders (a "Dissenting Lender"), provided no Default has occurred and
is continuing at the time of such assignment, the prior written consent of the
Borrower shall be required.

         (B) Effect; Effective Date. Upon (i) delivery to the Administrative
Agent of a notice of assignment, substantially in the form attached as Appendix
I to Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any consent
required by Section 13.3(A) hereof, and (ii) payment of a $3,500 fee by the
assignee or the assignor (as agreed) to the Administrative Agent for




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<PAGE>   99

processing such assignment, such assignment shall become effective on the later
of such date when the requirements in clause (i), (ii) and (iii) are met or the
effective date specified in such Notice of Assignment. The Notice of Assignment
shall contain a representation by the Purchaser to the effect that none of the
consideration used to make the purchase of the Revolving Loan Commitment, Loans
and L/C Obligations under the applicable assignment agreement constitute for any
purpose of ERISA or Section 4975 of the Code assets of any "plan" as defined in
Section 3(3) of ERISA or Section 4975 of the Code and that the rights and
interests of the Purchaser in and under the Loan Documents will not constitute
such "plan assets". On and after the effective date of such assignment, such
Purchaser, if not already a Lender, shall for all purposes be a Lender party to
this Agreement and any other Loan Documents executed by the Lenders and shall
have all the rights and obligations of a Lender under the Loan Documents, to the
same extent as if it were an original party hereto, and no further consent or
action by the Borrower, the Lenders or the Administrative Agent shall be
required to release the transferor Lender with respect to the percentage of the
Aggregate Revolving Loan Commitment, Loans and Letter of Credit and Swing Line
Loan participations assigned to such Purchaser. Upon the consummation of any
assignment to a Purchaser pursuant to this Section 13.3(B), the transferor
Lender, the Administrative Agent and the Borrower shall make appropriate
arrangements so that, to the extent notes have been issued to evidence any of
the transferred Loans, replacement notes are issued to such transferor Lender
and new notes or, as appropriate, replacement notes, are issued to such
Purchaser, in each case in principal amounts reflecting their Revolving Loan
Commitment, as adjusted pursuant to such assignment.

         (C) The Register. Notwithstanding anything to the contrary in this
Agreement, the Borrower hereby designates the Administrative Agent, and the
Administrative Agent, hereby accepts such designation, to serve as the
Borrower's contractual representative solely for purposes of this Section
13.3(C). In this connection, the Administrative Agent shall maintain at its
address referred to in Section 14.1 a copy of each assignment delivered to and
accepted by it pursuant to this Section 13.3 and a register (the "REGISTER") for
the recordation of the names and addresses of the Lenders and the Revolving Loan
Commitment of and principal amount of the Loans owing to, each Lender from time
to time and whether such Lender is an original Lender or the assignee of another
Lender pursuant to an assignment under this Section 13.3. The entries in the
Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower and each of its Subsidiaries, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in the Register as
a Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

         (D) Designated Lender.

                  (i)   Subject to the terms and conditions set forth in this
         Section 13.3(D), any Lender may from time to time elect to designate an
         Eligible Designee to provide all or any part of the Loans to be made by
         such Lender pursuant to this Agreement; provided that the designation
         of an Eligible Designee by any Lender for purposes of this Section
         13.3(D) shall be subject to the




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         approval of the Borrower and the Administrative Agent (which consent
         shall not be unreasonably withheld or delayed). Upon the execution by
         the parties to each such designation of an agreement in the form of
         Exhibit L hereto (a "DESIGNATION AGREEMENT") and the acceptance thereof
         by the Borrower and the Administrative Agent, the Eligible Designee
         shall become a Designated Lender for purposes of this Agreement. The
         Designating Lender shall thereafter have the right to permit the
         Designated Lender to provide all or a portion of the Loans to be made
         by the Designating Lender pursuant to the terms of this Agreement and
         the making of the Loans or portion thereof shall satisfy the
         obligations of the Designating Lender to the same extent, and as if,
         such Loan was made by the Designating Lender. As to any Loan made by
         it, each Designated Lender shall have all the rights a Lender making
         such Loan would have under this Agreement and otherwise; provided, (x)
         that all voting rights under this Agreement shall be exercised solely
         by the Designating Lender, (y) each Designating Lender shall remain
         solely responsible to the other parties hereto for its obligations
         under this Agreement, including the obligations of a Lender in respect
         of Loans made by its Designated Lender and (z) no Designated Lender
         shall be entitled to reimbursement under Article IV hereof for any
         amount which would exceed the amount that would have been payable by
         the Borrower to the Lender from which the Designated Lender obtained
         any interests hereunder. No additional Notes shall be required with
         respect to Loans provided by a Designated Lender; provided, however, to
         the extent any Designated Lender shall advance funds, the Designating
         Lender shall be deemed to hold the Notes in its possession as an agent
         for such Designated Lender to the extent of the Loan funded by such
         Designated Lender. Such Designating Lender shall act as administrative
         agent for its Designated Lender and give and receive notices and
         communications hereunder. Any payments for the account of any
         Designated Lender shall be paid to its Designating Lender as
         administrative agent for such Designated Lender and neither the
         Borrower not the Administrative Agent shall be responsible for any
         Designating Lender's application of such payments. In addition, any
         Designated Lender may (1) with notice to, but without the consent of
         the Borrower and the Administrative Agent, assign all or portions of
         its interests in any Loans to its Designating Lender or to any
         financial institution consented to by the Borrower and the
         Administrative Agent providing liquidity and/or credit facilities to or
         for the account of such Designated Lender and (2) subject to advising
         any such Person that such information is to be treated as confidential
         in accordance with such Person's customary practices for dealing with
         confidential, non-public information, disclose on a confidential basis
         any non-public information relating to its Loans to any rating agency,
         commercial paper dealer or provider of any guarantee, surety or credit
         or liquidity enhancement to such Designated Lender.

                  (ii)  Each party to this Agreement hereby agrees that it shall
         not institute against, or join any other Person in instituting against
         any Designated Lender any bankruptcy, reorganization, arrangements,
         insolvency or liquidation proceeding or other proceedings under any
         federal or state bankruptcy or similar law for one year and a day after
         the payment in full of all outstanding senior indebtedness of any
         Designated Lender; provided that the Designating Lender for each
         Designated Lender hereby agrees to indemnify, save and hold harmless
         each other party hereto for any loss, cost, damage and expense arising
         out of their inability to institute any such




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         proceeding against such Designated Lender. This Section 13.3(D)(ii)
         shall survive the termination of this Agreement.

         13.4 Confidentiality. Subject to Section 13.5, the Administrative Agent
and the Lenders and their respective representatives shall hold all nonpublic
information obtained pursuant to the requirements of this Agreement in
accordance with such Person's customary procedures for handling confidential
information of this nature and in accordance with safe and sound commercial
lending or investment practices, and in any event may disclose any and all
confidential and non-confidential information received from or with respect to
the Borrower or any of its Affiliates to any of the Lenders and may make
disclosure reasonably required by a prospective Transferee in connection with
the contemplated participation or assignment or as required or requested by any
Governmental Authority or any securities exchange or similar self-regulatory
organization or representative thereof or pursuant to a regulatory examination
or legal process, or to any Affiliate of a Lender or to any direct or indirect
contractual counterparty in swap agreements or such contractual counterparty's
professional advisor or as may be reasonably required in connection with the
exercise of remedies under this Agreement, and shall require any such Transferee
to agree (and require any of its Transferees to agree) to comply with this
Section 13.4. In no event shall the Administrative Agent or any Lender be
obligated or required to return any materials furnished by the Borrower;
provided, however, each prospective Transferee shall be required to agree that
if it does not become a participant or assignee it shall return all materials
furnished to it by or on behalf of the Borrower in connection with this
Agreement.

         13.5 Dissemination of Information. The Borrower authorizes each Lender
to disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "TRANSFEREE") and any
prospective Transferee any and all information in such Lender's possession
concerning the Borrower and its Subsidiaries; provided that prior to any such
disclosure, such prospective Transferee shall agree to preserve in accordance
with Section 13.4 the confidentiality of any confidential information described
therein.

                              ARTICLE XIV: NOTICES

         14.1 Giving Notice. Except as otherwise permitted by Section 2.13 with
respect to Borrowing/Election Notices, all notices and other communications
provided to any party hereto under this Agreement or any other Loan Documents
shall be in writing or by facsimile and addressed or delivered to such party at
its address set forth below its signature hereto, and with respect to the
Borrower, or at such other address as may be designated by such party in a
notice to the other parties. Any notice, (1) if transmitted by facsimile, shall
be deemed given when transmitted; or (2) if transmitted by reputable overnight
courier, shall be deemed given one (1) Business Day after deposit with a
reputable overnight carrier services, with all charges paid; provided that
notices to the Administrative Agent under Article II shall not be effective
until received.




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         14.2 Change of Address. The Borrower, the Administrative Agent and any
Lender may each change the address for service of notice upon it by a notice in
writing to the other parties hereto given as provided in Section 14.1.

                            ARTICLE XV: COUNTERPARTS

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





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         IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative
Agent have executed this Agreement as of the date first above written.

                                      CATALINA MARKETING
                                      CORPORATION, as the Borrower


                                      By:___________________________
                                      Name:
                                      Title:

                                      Address:
                                      11300 9th Street North
                                      St. Petersburg, Florida 33716
                                      Attention:  Christopher W. Wolf
                                                  Vice President of Finance and
                                                  Treasurer
                                      Phone: (727) 579-5000
                                      Fax: (727) 579-5327
                                      E-Mail:chris.wolf@catmktg.com

                                      With a copy to:

                                      Paul, Hastings, Janofsky & Walker LLP
                                      339 Park Avenue
                                      New York, New York 10022
                                      Attention: Barry A. Brooks, Esq.
                                      Phone: (212) 318-6000
                                      Fax: (212) 319-4090
                                      E-Mail: [_________________]




<PAGE>   104

                                      BANK ONE, NA, as Administrative Agent, the
                                      Issuing Lender, the Swing Line Bank  and
                                      as a Lender

                                      By:___________________________
                                      Name:
                                      Title:

                                      Address:
                                      1 Bank One Plaza
                                      Suite IL1-0324
                                      Chicago, Illinois 60670
                                      Attention: Curtis A. Price
                                                 Senior Vice President
                                      Telephone No.: (312) 732-1542
                                      Facsimile No.: (312) 732- 2991


                                      [OTHER LENDERS], as a Lender

                                      By:___________________________
                                      Name:
                                      Title:

                                      Address:
                                      ______________________________
                                      ______________________________
                                      ______________________________
                                      Attention:____________________
                                      Phone:________________________
                                      Fax:__________________________
                                      E-Mail:_______________________