<PAGE>   1
                                                                    Exhibit 10.6


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



                                REVOLVING CREDIT
                                       AND
                               TERM LOAN AGREEMENT



                           Dated as of April 29, 1997



                                      among




                              DYNATECH CORPORATION,
        each of the Subsidiaries appearing on the signature page hereto,




                                BANKBOSTON, N.A.
       and the other lending institutions set forth on SCHEDULE 1 hereto,


                           BANKBOSTON, N.A., as Agent

                                       and

                    MELLON BANK, N.A., as Documentation Agent

                                      with
                           BANCBOSTON SECURITIES INC.
                                   as Arranger



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

<PAGE>   2






<TABLE>
                                           TABLE OF CONTENTS


<S>                                                                                                  <C>
1.  DEFINITIONS AND RULES OF INTERPRETATION.  .......................................................1
         1.1.  Definitions.  ........................................................................1
         1.2.  Rules of Interpretation.  ............................................................15
2.  THE REVOLVING CREDIT FACILITY.  .................................................................16
         2.1.  Commitment to Lend.  .................................................................16
         2.2.  The Swing Line........................................................................16
                  2.2.1.  The Swing Line Loans.  ....................................................16
                  2.2.2.  Notice.  ..................................................................17
                  2.2.3.  Irrevocable Notice.  ......................................................18
                  2.2.4.  Purchase of Swing Line Loan.  .............................................18
         2.3.  Commitment Fee.  .....................................................................18
         2.4.  Reduction of Total Commitment.  ......................................................18
         2.5.  The Revolving Credit Notes.  .........................................................19
         2.6.  Interest on Revolving Credit Loans.  .................................................19
         2.7.  Requests for Revolving Credit Loans.  ................................................19
         2.8.  Conversion Options.  .................................................................20
                  2.8.1.  Conversion to Different Type of Revolving Credit Loan.  ...................20
                  2.8.2.  Continuation of Type of Revolving Credit Loan.  ...........................20
                  2.8.3.  Eurodollar Rate Loans.  ...................................................21
         2.9.  Funds for Revolving Credit Loan.  ....................................................21
                  2.9.1.  Funding Procedures.  ......................................................21
                  2.9.2.  Advances by Agent.  .......................................................21
         2.10.  Pro Rata Treatment.  ................................................................22
3.  REPAYMENT OF THE REVOLVING CREDIT LOANS AND SWING LINE LOANS.  ..................................22
         3.1.  Maturity.  ...........................................................................22
                  3.1.1.  Revolving Credit Loans.  ..................................................22
                  3.1.2.  Swing Line Loans.  ........................................................22
         3.2.  Mandatory Repayments of Revolving Credit Loans.  .....................................22
         3.3.  Optional Repayments of Revolving Credit Loans and Swing Line Loans.  .................23
4.  THE TERM LOAN.  .................................................................................23
         4.1.  Conversion of Revolving Credit Loans and Swing Line Loans; the Term Loan.  ...........23
         4.2.  The Term Notes.  .....................................................................24
         4.3.  Repayments of the Term Loan...........................................................24
                  4.3.1.  Schedule of Installment Payments of Principal of Term Loan.  ..............24
                  4.3.2.  Proceeds.  ................................................................24
         4.4.  Optional Prepayment of Term Loan.  ...................................................25
         4.5.  Interest on Term Loan.  ..............................................................25
                  4.5.1.  Interest Rates.  ..........................................................25
                  4.5.2.  Notification by Borrower.  ................................................26
                  4.5.3.  Amounts, etc.  ............................................................26
</TABLE>

<PAGE>   3
                                      -ii-

<TABLE>
<S>                                                                                                  <C>
5.  LETTERS OF CREDIT.  .............................................................................26
         5.1.  Letter of Credit Commitments..........................................................26
                  5.1.1.  Commitment to Issue Letters of Credit.  ...................................26
                  5.1.2.  Letter of Credit Applications.  ...........................................26
                  5.1.3.  Terms of Letters of Credit.  ..............................................27
                  5.1.4.  Reimbursement Obligations of Banks.  ......................................27
                  5.1.5.  Participations of Banks.  .................................................27
         5.2.  Reimbursement Obligation of the Borrower.  ...........................................27
         5.3.  Letter of Credit Payments.  ..........................................................28
         5.4.  Obligations Absolute.  ...............................................................29
         5.5.  Reliance by Issuer.  .................................................................29
         5.6.  Letter of Credit Fee.  ...............................................................29
6.  CERTAIN GENERAL PROVISIONS.  ....................................................................30
         6.1.  Closing Fee.  ........................................................................30
         6.2.  Agent's Fee.  ........................................................................30
         6.3.  Funds for Payments.  .................................................................30
                  6.3.1.  Payments to Agent.  .......................................................30
                  6.3.2.  No Offset, etc.  ..........................................................30
         6.4.  Computations.  .......................................................................31
         6.5.  Inability to Determine Eurodollar Rate.  .............................................31
         6.6.  Illegality.  .........................................................................31
         6.7.  Additional Costs, etc.  ..............................................................31
         6.8.  Capital Adequacy.  ...................................................................33
         6.9.  Certificate.  ........................................................................33
         6.10.  Indemnity.  .........................................................................33
         6.11.  Interest After Default.  ............................................................34
         6.12.  Replacement Bank.  ..................................................................34
7.  GUARANTIES.  ....................................................................................35
         7.1.  Guaranty.  ...........................................................................35
                  7.1.1.  Guaranty of Payment and Performance.  .....................................35
                  7.1.2.  Guarantors' Agreement to pay Enforcement Costs.  ..........................35
                  7.1.3.  Waivers by Guarantors; Banks Freedom to Act.  .............................36
                  7.1.4.  Unenforceability against Borrower.  .......................................37
                  7.1.5.  Subrogration; Subordination.  .............................................37
                  7.1.6.  Security; Setoff.  ........................................................38
                  7.1.7.  Further Assurances.  ......................................................38
                  7.1.8.  Termination; Reinstatement.  ..............................................39
8.  REPRESENTATIONS AND WARRANTIES.  ................................................................39
         8.1.  Corporate Authority.  ................................................................39
                  8.1.1.  Incorporation; Good Standing.  ............................................39
                  8.1.2.  Authorization.  ...........................................................39
                  8.1.3.  Enforceability.  ..........................................................40
         8.2.  Governmental Approvals.  .............................................................40
         8.3.  Title to Properties; Leases.  ........................................................40
         8.4.  Financial Statements and Projections.  ...............................................40
                  8.4.1.  Financial Statements.  ....................................................40
                  8.4.2.  Projections.  .............................................................41
</TABLE>

<PAGE>   4
                                     -iii-

<TABLE>
<S>                                                                                                  <C>
         8.5.  No Material Changes, etc.  ...........................................................41
         8.6.  Franchises, Patents, Copyrights, etc.  ...............................................41
         8.7.  Litigation.  .........................................................................41
         8.8.  No Materially Adverse Contracts, etc.  ...............................................41
         8.9.  Compliance with Other Instruments, Laws, etc.  .......................................42
         8.10.  Tax Status.  ........................................................................42
         8.11.  No Event of Default.  ...............................................................42
         8.12.  Holding Company and Investment Company Acts.  .......................................42
         8.13.  Absence of Financing Statements, etc.  ..............................................42
         8.14.  Certain Transactions.  ..............................................................42
         8.15.  Employee Benefit Plans.  ............................................................43
                  8.15.1.  In General.  .............................................................43
                  8.15.2.  Terminability of Welfare Plans.  .........................................43
                  8.15.3.  Guaranteed Pension Plans.  ...............................................43
                  8.15.4.  Multiemployer Plans.  ....................................................44
         8.16.  Regulations U and X.  ...............................................................44
         8.17.  Environmental Compliance.  ..........................................................44
         8.18.  Subsidiaries, etc.  .................................................................46
         8.19.  Disclosure...........................................................................46
         8.20.  Chief Executive Offices.  ...........................................................47
         8.21.  Fiscal Year.  .......................................................................47
         8.22.  Insurance.  .........................................................................47
9.  AFFIRMATIVE COVENANTS OF THE BORROWER AND GUARANTORS.  ..........................................47
         9.1.  Punctual Payment.  ...................................................................47
         9.2.  Maintenance of Office.  ..............................................................47
         9.3.  Records and Accounts.  ...............................................................47
         9.4.  Financial Statements, Certificates and Information.  .................................47
         9.5.  Notices.  ............................................................................49
                  9.5.1.  Defaults.  ................................................................49
                  9.5.2.  Environmental Events.  ....................................................49
                  9.5.3.  Notice of Litigation and Judgments.  ......................................49
         9.6.  Corporate Existence; Maintenance of Properties.  .....................................50
         9.7.  Insurance.  ..........................................................................50
         9.8.  Taxes.  ..............................................................................50
         9.9.  Inspection of Properties and Books, etc.  ............................................51
                  9.9.1.  General.  .................................................................51
                  9.9.2.  Communications with Accountants.  .........................................51
         9.10.  Compliance with Laws, Contracts, Licenses, and Permits.  ............................51
         9.11.  Employee Benefit Plans.  ............................................................52
         9.12.  Use of Proceeds.  ...................................................................52
         9.13.  New Guarantors.  ....................................................................52
         9.14.  Further Assurances.  ................................................................52
10.  CERTAIN NEGATIVE COVENANTS OF THE BORROWER.  ...................................................52
         10.1.  Restrictions on Indebtedness.  ......................................................52
         10.2.  Restrictions on Liens.  .............................................................53
         10.3.  Restrictions on Investments.  .......................................................55
</TABLE>
<PAGE>   5

                                      -iv-

<TABLE>
<S>                                                                                                  <C>
         10.4.  Distributions.  .....................................................................56
         10.5.  Merger, Consolidation and Disposition of Assets.  ...................................56
                  10.5.1.  Mergers and Acquisitions.  ...............................................56
                  10.5.2.  Disposition of Assets.  ..................................................57
         10.6.  Sale and Leaseback.  ................................................................57
         10.7.  Compliance with Environmental Laws.  ................................................58
         10.8.  Employee Benefit Plans.  ............................................................58
         10.9.  Transactions with Affiliates.  ......................................................58
         10.10.  Fiscal Year.  ......................................................................59
         10.11.  Upstream Limitations.  .............................................................59
11.  FINANCIAL COVENANTS OF THE BORROWER.  ..........................................................59
         11.1.  Leverage Ratio.  ....................................................................59
         11.2.  Profitable Operations.  .............................................................59
         11.3.  Debt Service.  ......................................................................59
         11.4.  Current Ratio.  .....................................................................59
         11.5.  Consolidated Net Worth.  ............................................................59
12.  CLOSING CONDITIONS.  ...........................................................................60
         12.1.  Loan Documents.  ....................................................................60
         12.2.  Certified Copies of Charter Documents.  .............................................60
         12.3.  Corporate Action.  ..................................................................60
         12.4.  Incumbency Certificate.  ............................................................60
         12.5.  UCC Search Results.  ................................................................60
         12.6.  Certificates of Insurance.  .........................................................60
         12.7.  Solvency Certificate.  ..............................................................61
         12.8.  Opinion of Counsel.  ................................................................61
         12.9.  Payment of Fees.  ...................................................................61
         12.10.  Payoff Letter.  ....................................................................61
         12.11.  Disbursement Instructions.  ........................................................61
13.  CONDITIONS TO ALL BORROWINGS.  .................................................................61
         13.1.  Representations True; No Event of Default.  .........................................61
         13.2.  No Legal Impediment.  ...............................................................61
         13.3.  Governmental Regulation.  ...........................................................62
         13.4.  Proceedings and Documents.  .........................................................62
14.  EVENTS OF DEFAULT; ACCELERATION; ETC.  .........................................................62
         14.1.  Events of Default and Acceleration.  ................................................62
         14.2.  Termination of Commitments.  ........................................................65
         14.3.  Remedies.  ..........................................................................66
         14.4.  Distribution of Proceeds.  ..........................................................66
15.  SETOFF.  .......................................................................................67
16.  THE BANK AGENTS.  ..............................................................................68
         16.1.  Authorization.  .....................................................................68
         16.2.  Employees and Agents.  ..............................................................68
         16.3.  No Liability.  ......................................................................69
         16.4.  No Representations.  ................................................................69
         16.5.  Payments.  ..........................................................................69
                  16.5.1.  Payments to Agent.  ......................................................69
                  16.5.2.  Distribution by Agent.  ..................................................69
</TABLE>
<PAGE>   6
                                      -v-

<TABLE>
<S>                                                                                                  <C>
                  16.5.3.  Delinquent Banks.  .......................................................70
         16.6.  Holders of Notes.  ..................................................................70
         16.7.  Indemnity.  .........................................................................70
         16.8.  Agent as Bank.  .....................................................................71
         16.9.  Resignation.  .......................................................................71
         16.10.  Notification of Defaults and Events of Default.  ...................................71
17.  EXPENSES.  .....................................................................................71
18.  INDEMNIFICATION.  ..............................................................................72
19.  SURVIVAL OF COVENANTS, ETC.  ...................................................................73
20.  ASSIGNMENT AND PARTICIPATION.  .................................................................73
         20.1.  Conditions to Assignment by Banks.  .................................................73
         20.2.  Certain Representations and Warranties; Limitations; Covenants.  ....................74
         20.3.  Register.  ..........................................................................75
         20.4.  New Notes.  .........................................................................75
         20.5.  Participations.  ....................................................................76
         20.6.  Disclosure.  ........................................................................76
         20.7.  Assignee or Participant Affiliated with the Borrower.  ..............................76
         20.8.  Miscellaneous Assignment Provisions.  ...............................................77
         20.9.  Assignment by Borrower.  ............................................................77
21.  NOTICES, ETC.  .................................................................................77
22.  GOVERNING LAW.  ................................................................................78
23.  HEADINGS.  .....................................................................................78
24.  COUNTERPARTS.  .................................................................................78
25.  ENTIRE AGREEMENT, ETC.  ........................................................................79
26.  WAIVER OF JURY TRIAL.  .........................................................................79
27.  CONSENTS, AMENDMENTS, WAIVERS, ETC.  ...........................................................79
28.  SEVERABILITY.  .................................................................................80
29.  RELEASE OF GUARANTORS.  ........................................................................80
</TABLE>



<PAGE>   7



                                REVOLVING CREDIT
                                       AND
                               TERM LOAN AGREEMENT

         This REVOLVING CREDIT AND TERM LOAN AGREEMENT is made as of April 29,
1997, by and among (a) DYNATECH CORPORATION (the "Borrower"), (b) each of the
Domestic Subsidiaries (as hereinafter defined) of the Borrower appearing on the
signature page hereto as a "Guarantor", (c) BANKBOSTON, N.A. (f/k/a The First
National Bank of Boston), a national banking association and the other lending
institutions listed on SCHEDULE 1, (d) BANKBOSTON, N.A. as agent for itself,
such other lending institutions and the Documentation Agent (as hereinafter
defined) (the "Agent"), and (e) MELLON BANK, N.A. as documentation agent for
itself and such other lending institutions and the Agent (the "Documentation
Agent").

         WHEREAS, pursuant to an Amended and Restated Multicurrency Revolving
Credit and Term Loan Agreement dated as of October 27, 1995 (as amended and in
effect from time to time, the "Prior Loan Agreement") by and among the Borrower,
the Guarantors, the lenders party thereto (the "Prior Lenders"), The First
National Bank of Boston as agent for the Prior Lenders and certain other parties
thereto, the Prior Lenders made advances and other extensions of credit to the
Borrower for general corporate and working capital purposes; and

         WHEREAS, the Borrower and the Guarantors have requested that the Banks
(as hereinafter defined) replace the financing provided under the Prior Loan
Agreement by the Prior Lenders, and the Banks are willing to provide such
financing on the terms and conditions set forth herein;

         NOW, THEREFORE, the Borrower, the Guarantors, the Banks, the Agent and
the Documentation Agent agree as follow:

                   1. DEFINITIONS AND RULES OF INTERPRETATION.

         1.1. DEFINITIONS. The following terms shall have the meanings set forth
in this sec.1 or elsewhere in the provisions of this Credit Agreement referred 
to below:

         ADJUSTMENT DATE. The first day of the month immediately following the
month in which a Compliance Certificate is to be delivered by the Borrower
pursuant to sec.9.4(c).

         AFFECTED BANK.  See sec.6.12.

         AFFILIATE. Any Person that would be considered to be an affiliate of
the Borrower under Rule 144(a) of the Rules and Regulations of the Securities
and 
<PAGE>   8
                                                                          Page 2

Exchange Commission, as in effect on the date hereof, if the Borrower were
issuing securities.

         AGENT'S HEAD OFFICE. The Agent's head office located at 100 Federal
Street, Boston, Massachusetts 02110, or at such other location as the Agent may
designate from time to time.

         AGENT. As defined in the preamble hereto.

         AGENT'S SPECIAL COUNSEL. Bingham, Dana & Gould LLP or such other
counsel as may be approved by the Agent.

         APPLICABLE MARGIN. For each period commencing on an Adjustment Date
through the date immediately preceding the next Adjustment Date (each a "Rate
Adjustment Period"), the Applicable Margin shall be the applicable margin set
forth below with respect to the Borrower's Leverage Ratio, as determined for the
fiscal period of the Borrower and its Subsidiaries ending immediately prior to
the applicable Rate Adjustment Period.


<TABLE>
<CAPTION>
         ---------------------------------------------------------------------------------------------
                                          Base Rate      Eurodollar     Commitment Fee    Letter of
                                            Loans        Rate Loans          Rate         Credit Fee
         Tier   Leverage Ratio           (basis pts)    (basis pts)      (basis pts)     (basis pts)
         ---------------------------------------------------------------------------------------------
         <S>    <C>                           <C>          <C>              <C>             <C>  
         ---------------------------------------------------------------------------------------------
          1     Less than 1.25:1.00           0            37.50            17.50           37.50
         ---------------------------------------------------------------------------------------------
          2     Less than 1.75:1.00           0            50.00            20.00           50.00
                but greater than or
                equal to 1.25:1.00
         ---------------------------------------------------------------------------------------------
          3     Less than 2.25:1.00           0            62.50            25.00           62.50
                but greater than or
                equal to 1.75:1.00
         ---------------------------------------------------------------------------------------------
          4     Equal to or greater           0            87.50            30.00           87.50
                than 2.25:1.00
         ---------------------------------------------------------------------------------------------
</TABLE>

         Notwithstanding the foregoing, (a) for Revolving Credit Loans
outstanding, the Letter of Credit Fees and the commitment fee payable during the
period commencing on the Closing Date through the date immediately preceding the
first Adjustment Date to occur after the fiscal quarter ending March 31, 1997,
the Applicable Margin shall be a Tier 1, (b) in the event the Borrower or any of
its Subsidiaries consummates a Permitted Acquisition, on the date such Permitted
Acquisition is consummated the Borrower shall deliver to the Agent a pro forma
Compliance Certificate setting forth its Leverage Ratio on a Pro Forma Basis
immediately after giving effect to such Permitted Acquisition and for Revolving
Credit Loans outstanding, the Term Loan outstanding, the Letter of Credit Fees
and the commitment fee payable during the period commencing on the date such
Permitted Acquisition was consummated through the date immediately preceding the
next Adjustment Date to occur after such date, the Applicable Margin will be the
applicable margin set forth above with respect to the Borrower's Leverage Ratio
as calculated on such Pro forma Basis and (c) if the Borrower fails to deliver
any Compliance Certificate pursuant to sec.9.4(c) hereof then, for the period
commencing

<PAGE>   9
                                                                          Page 3

on the next Adjustment Date to occur subsequent to such failure through the date
immediately following the date on which such Compliance Certificate is
delivered, the Applicable Margin shall be the highest Applicable Margin set
forth above.

         ASSET SALE. Any one or series of related transactions on which any
Person conveys, sells, transfers or otherwise disposes of, directly or
indirectly, any of its properties, businesses or assets (including the sale or
issuance of capital stock of any Subsidiary other than to the Borrower or any
Subsidiary) whether owned on the Closing Date or thereafter acquired

         ASSIGNMENT AND ACCEPTANCE.  See sec.20.1.

         BALANCE SHEET DATE.  March 31, 1996.

         BANK AGENTS.  Collectively, the Agent and the Documentation Agent.

         BANKS. BKB and the other lending institutions listed on SCHEDULE 1
hereto and any other Person who becomes an assignee of any rights and
obligations of a Bank pursuant to sec.20.

         BASE RATE. The higher of (a) the annual rate of interest announced from
time to time by BKB at its head office in Boston, Massachusetts, as its "base
rate" and (b) one-half of one percent (1/2%) above the Federal Funds Effective
Rate. For the purposes of this definition, "Federal Funds Effective Rate" shall
mean for any day, the 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, as published for such day (or, if such
day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three funds brokers of recognized
standing selected by the Agent.

         BASE RATE LOANS. Revolving Credit Loans and all or any portion of the
Term Loan bearing interest calculated by reference to the Base Rate.

         BKB. BankBoston, N.A., a national banking association, in its
individual capacity.

         BORROWER. As defined in the preamble hereto.

         BUSINESS DAY. Any day on which banking institutions in Boston,
Massachusetts, are open for the transaction of commercial lending business and,
in the case of Eurodollar Rate Loans, also a day which is a Eurodollar Business
Day.

         CAPITALIZED LEASES. Leases under which the Borrower or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with generally accepted accounting
principles.

<PAGE>   10
                                                                          Page 4

         CERCLA. See sec.8.17.

         CLOSING DATE. The first date on which the conditions set forth in 
sec.12 have been satisfied and any Revolving Credit Loans are available to be 
made or any Letter of Credit is to be issued hereunder.

         CODE. The Internal Revenue Code of 1986.

         COMMITMENT. With respect to each Bank, the amount set forth on SCHEDULE
1 hereto as the amount of such Bank's commitment to make Revolving Credit Loans
to, and to participate in the issuance, extension and renewal of Letters of
Credit for the account of, the Borrower, as the same may be reduced from time to
time; or if such commitment is terminated pursuant to the provisions hereof,
zero.

         COMMITMENT FEE RATE. As referred to as such in the table contained in
the definition of Applicable Margin.

         COMMITMENT PERCENTAGE. With respect to each Bank, the percentage set
forth on SCHEDULE 1 hereto as such Bank's percentage of the aggregate
Commitments of all of the Banks.

         COMPLIANCE CERTIFICATE. See sec.9.4(c).

         CONSOLIDATED OR CONSOLIDATED. With reference to any term defined
herein, shall mean that term as applied to the accounts of the Borrower and its
Subsidiaries, consolidated in accordance with generally accepted accounting
principles.

         CONSOLIDATED CURRENT ASSETS. All assets of the Borrower and its
Subsidiaries on a consolidated basis that, in accordance with generally accepted
accounting principles, are properly classified as current assets.

         CONSOLIDATED CURRENT LIABILITIES. All liabilities of the Borrower and
its Subsidiaries on a consolidated basis as may properly be classified as
current liabilities in accordance with generally accepted accounting principles.

         CONSOLIDATED GROSS REVENUES. All revenues of the Borrower and its
Subsidiaries which should, in accordance with generally accepted accounting
principles consistently applied, be classified as revenues on the consolidated
statement of income of the Borrower and its Subsidiaries, less any returns and
allowances.

         CONSOLIDATED NET INCOME (OR DEFICIT). For any period, the consolidated
net income (or deficit) of the Borrower and its Subsidiaries, after deduction of
all expenses, taxes, and other proper charges, determined in accordance with
generally accepted accounting principles, after eliminating therefrom all
extraordinary nonrecurring noncash items of income (or loss).

<PAGE>   11
                                                                          Page 5

         CONSOLIDATED NET WORTH. The excess of Consolidated Total Assets over
Consolidated Total Liabilities, LESS, to the extent otherwise includable in the
computations of Consolidated Net Worth, any stock or other equity subscriptions
receivable.

         CONSOLIDATED TANGIBLE NET WORTH. The excess of Consolidated Total
Assets over Consolidated Total Liabilities, and less the sum of:

                  (a) the total book value of all assets of the Borrower and its
         Subsidiaries properly classified as intangible assets under generally
         accepted accounting principles, including such items as good will, the
         purchase price of acquired assets in excess of the fair market value
         thereof, trademarks, trade names, service marks, brand names,
         copyrights, patents and licenses, and rights with respect to the
         foregoing; plus

                  (b) all amounts representing any write-up in the book value of
         any assets of the Borrower or its Subsidiaries resulting from a
         revaluation thereof subsequent to the Balance Sheet Date, excluding
         adjustments to translate foreign assets and liabilities for changes in
         foreign exchange rates made in accordance with Financial Accounting
         Standards Board Statement No. 52; plus

                  (c) all amounts  representing any minority  interests held by 
         the Borrower and its Subsidiaries; plus

                  (d) to the extent otherwise includable in the computation of
         Consolidated Tangible Net Worth, any stock or either equity
         subscriptions receivable.

         CONSOLIDATED TOTAL ASSETS. All assets of the Borrower and its
Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles.

         CONSOLIDATED TOTAL INTEREST EXPENSE. With respect to any Person, for
any fiscal period, the aggregate amount of interest required to be paid or
accrued by such Person and its Subsidiaries during such period on all
Indebtedness of such Person and its Subsidiaries outstanding during all or any
part of such period, whether such interest was or is required to be reflected as
an item of expense or capitalized, including payments consisting of interest in
respect of Capitalized Leases and including commitment fees, agency fees,
facility fees, balance deficiency fees and similar fees or expenses in
connection with the borrowing of money.

         CONSOLIDATED TOTAL LIABILITIES. All liabilities of the Borrower and its
Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles and all Indebtedness of the Borrower and its
Subsidiaries, whether or not so classified.

         CONVERSION DATE.  April 29, 2000.

<PAGE>   12
                                                                          Page 6


         CONVERSION REQUEST. A notice given by the Borrower to the Agent of the
Borrower's election to convert or continue a Loan in accordance with sec.2.8.

         CREDIT AGREEMENT. This Revolving Credit and Term Loan Agreement,
including the Schedules and Exhibits hereto.

         DEFAULT. See sec.14.1.

         DISTRIBUTION. The declaration or payment of any dividend on or in
respect of any shares of any class of capital stock of the Borrower or any of
its Subsidiaries, other than dividends payable solely in shares of common stock
of the Borrower; the purchase, redemption, or other retirement of any shares of
any class of capital stock of the Borrower, directly or indirectly through a
Subsidiary of the Borrower or otherwise; the return of capital by the Borrower
or any of its Subsidiaries to their shareholders as such; or any other
distribution on or in respect of any shares of any class of capital stock of the
Borrower or any of its Subsidiaries.

         DOCUMENTATION AGENT. As defined in the preamble hereto.

         DOLLARS or $. Dollars in lawful currency of the United States of
America.

         DOMESTIC LENDING OFFICE. Initially, the office of each Bank designated
as such in SCHEDULE 1 hereto; thereafter, such other office of such Bank, if
any, located within the United States that will be making or maintaining Base
Rate Loans.

         DOMESTIC MATERIAL SUBSIDIARY. Any Material Subsidiary organized under
the laws of the United States of America or any State thereof.

         DRAWDOWN DATE. The date on which any Revolving Credit Loan, Swing Line
Loan or the Term Loan is made or is to be made, and the date on which any
Revolving Credit Loan is converted or continued in accordance with sec.2.8 or 
all or any portion of the Term Loan is converted or continued in accordance with
sec.4.5.2.

         EBIT. With respect to any fiscal period, an amount equal to (a) EBITDA
of the Borrower and its Subsidiaries LESS, to the extent included in EBITDA, (b)
amortization and depreciation for such period.

         EBITDA. With respect to any fiscal period, an amount equal to the sum
of (a) Consolidated Net Income of the Borrower and its Subsidiaries for such
fiscal period, PLUS (b) in each case to the extent deducted in the calculation
of such Person's Consolidated Net Income and without duplication (i)
amortization and depreciation for such period, PLUS (ii) tax expense for such
period, PLUS (iii) Consolidated Total Interest Expense paid or accrued during
such period, all as determined in accordance with generally accepted accounting
principles.

         ELIGIBLE ASSIGNEE. Any of (a) a commercial bank or finance company
organized under the laws of the United States, or any State thereof or the
District of Columbia, and having total assets in excess of $1,000,000,000; (b) a
savings and loan 

<PAGE>   13
                                                                          Page 7

association or savings bank organized under the laws of the United States, or
any State thereof or the District of Columbia, and having a net worth of at
least $250,000,000, calculated in accordance with generally accepted accounting
principles; (c) a commercial bank organized under the laws of any other country
which is a member of the Organization for Economic Cooperation and Development
(the "OECD"), or a political subdivision of any such country, and having total
assets in excess of $1,000,000,000, PROVIDED that such bank is acting through a
branch or agency located in the country in which it is organized or another
country which is also a member of the OECD; (d) the central bank of any country
which is a member of the OECD; and (e) if, but only if, any Event of Default has
occurred and is continuing, any other bank, insurance company, commercial
finance company or other financial institution or other Person approved by the
Agent, such approval not to be unreasonably withheld.

         EMPLOYEE BENEFIT PLAN. Any employee benefit plan within the meaning of
ss.3(3) of ERISA maintained of contributed to by the Borrower, other than a
Guaranteed Pension Plan or a Multiemployer Plan.

         ENVIRONMENTAL LAWS. See sec.8.18(a).

         ERISA. The Employee Retirement Income Security Act of 1974.

         ERISA AFFILIATE. Any Person which is treated as a single employer with
the Borrower under ss.414 of the Code.

         ERISA REPORTABLE EVENT. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of sec.4043 of ERISA and the regulations
promulgated thereunder as to which the requirement of notice has not been
waived.

         EUROCURRENCY RESERVE RATE. For any day with respect to a Eurodollar
Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject
thereto would be required to maintain reserves under Regulation D of the Board
of Governors of the Federal Reserve System (or any successor or similar
regulations relating to such reserve requirements) against "Eurocurrency
Liabilities" (as that term is used in Regulation D), if such liabilities were
outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on
and as of the effective date of any change in the Eurocurrency Reserve Rate.

         EURODOLLAR BUSINESS DAY. Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London or such
other eurodollar interbank market as may be selected by the Agent in its sole
discretion acting in good faith.

         EURODOLLAR LENDING OFFICE. Initially, the office of each Bank
designated as such in SCHEDULE 1 hereto; thereafter, such other office of such
Bank, if any, that shall be making or maintaining Eurodollar Rate Loans.

<PAGE>   14
                                                                          Page 8

         EURODOLLAR RATE. For any Interest Period with respect to a Eurodollar
Rate Loan, the rate of interest equal to (a) the rate per annum (rounded upwards
to the nearest 1/16 of one percent) at which the Reference Bank's Eurodollar
Lending Office is offered Dollar deposits two Eurodollar Business Days prior to
the beginning of such Interest Period in the interbank eurodollar market where
the eurodollar and foreign currency and exchange operations of such Eurodollar
Lending Office are customarily conducted, for delivery on the first day of such
Interest Period for the number of days comprised therein and in an amount
comparable to the amount of the Eurodollar Rate Loans to which such Interest
Period applies, divided by (b) a number equal to 1.00 minus the Eurocurrency
Reserve Rate, if applicable.

         EURODOLLAR RATE LOANS. Revolving Credit Loans and all or any portion of
the Term Loan bearing interest calculated by reference to the Eurodollar Rate.

         EVENT OF DEFAULT. See sec.14.1.

         FEE LETTER. The letter agreement between the Borrower and the Agent
dated as of December 23, 1996.

         FOREIGN MATERIAL SUBSIDIARY. Any Material Subsidiary which is not a
Domestic Material Subsidiary.

         GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. (a) When used in sec.11,
whether directly or indirectly through reference to a capitalized term used
therein, means (i) principles that are consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, in effect for the fiscal year ended on the Balance Sheet Date, and
(ii) to the extent consistent with such principles, the accounting practice of
the Borrower reflected in its financial statements for the year ended on the
Balance Sheet Date, and (b) when used in general, other than as provided above,
means principles that are (i) consistent with the principles promulgated or
adopted by the Financial Accounting Standards Board and its predecessors, as in
effect from time to time, and (ii) consistently applied with past financial
statements of the Borrower adopting the same principles, provided that in each
case referred to in this definition of "generally accepted accounting
principles" a certified public accountant would, insofar as the use of such
accounting principles is pertinent, be in a position to deliver an unqualified
opinion (other than a qualification regarding changes in generally accepted
accounting principles) as to financial statements in which such principles have
been properly applied.

         GUARANTEED PENSION PLAN. Any employee pension benefit plan within the
meaning of sec.3(2) of ERISA maintained or contributed to by the Borrower or any
ERISA Affiliate the benefits of which are guaranteed on termination in full or
in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer
Plan.

         GUARANTORS. As defined in the preamble hereto.

<PAGE>   15
                                                                          Page 9


         HAZARDOUS SUBSTANCES. See sec.8.17(b).

         INDEBTEDNESS. All obligations, contingent and otherwise, that in
accordance with generally accepted accounting principles should be classified
upon the obligor's balance sheet as liabilities, or to which reference should be
made by footnotes thereto, including in any event and whether or not so
classified: (i) all debt and similar monetary obligations, whether direct or
indirect; (ii) all liabilities secured by any mortgage, pledge, security
interest, lien, charge or other encumbrance existing on property owned or
acquired subject thereto, whether or not the liability secured thereby shall
have been assumed; and (iii) all guarantees, endorsements and other contingent
obligations whether direct or indirect in respect of indebtedness of others,
including any obligation to supply funds to or in any manner to invest in,
directly or indirectly, the debtor, to purchase indebtedness, or to assure the
owner of indebtedness against loss, through an agreement to purchase goods,
supplies, or services for the purpose of enabling the debtor to make payment of
the indebtedness held by such owner or otherwise, and the obligations to
reimburse the issuer in respect of any letters of credit.

         INTEREST PAYMENT DATE. (a) As to any Base Rate Loan, the last day of
the calendar quarter which includes the Drawdown Date thereof; and (b) as to any
Eurodollar Rate Loan in respect of which the Interest Period is (i) 3 months or
less, the last day of such Interest Period and (ii) more than 3 months, the date
that is 3 months from the first day of such Interest Period and, in addition,
the last day of such Interest Period.

         INTEREST PERIOD. With respect to each Revolving Credit Loan, Swing Line
Loan or all or any relevant portion of the Term Loan, (a) initially, the period
commencing on the Drawdown Date of such Loan and ending on the last day of one
of the periods set forth below, as selected by the Borrower in a Loan Request
(i) for any Base Rate Loan, the last day of the calendar quarter; and (ii) for
any Eurodollar Rate Loan, 1, 2, 3, or 6 months; and (b) thereafter, each period
commencing on the last day of the next preceding Interest Period applicable to
such Revolving Credit Loan, Swing Line Loan or all or such portion of the Term
Loan and ending on the last day of one of the periods set forth above, as
selected by the Borrower in a Conversion Request; PROVIDED that all of the
foregoing provisions relating to Interest Periods are subject to the following:

                  (a) if any Interest Period with respect to a Eurodollar Rate
         Loan would otherwise end on a day that is not a Eurodollar Business
         Day, that Interest Period shall be extended to the next succeeding
         Eurodollar Business Day unless the result of such extension would be to
         carry such Interest Period into another calendar month, in which event
         such Interest Period shall end on the immediately preceding Eurodollar
         Business Day;

                  (b) if any Interest Period with respect to a Base Rate Loan
         would end on a day that is not a Business Day, that Interest Period
         shall end on the next succeeding Business Day;

<PAGE>   16
                                                                         Page 10


                  (c) if the Borrower shall fail to give notice as provided in
         sec.2.8, the Borrower shall be deemed to have requested a conversion of
         the affected Eurodollar Rate Loan to a Base Rate Loan and the
         continuance of all Base Rate Loans as Base Rate Loans on the last day
         of the then current Interest Period with respect thereto;

                  (d) any Interest Period relating to any Eurodollar Rate Loan
         that begins on the last Eurodollar Business Day of a calendar month (or
         on a day for which there is no numerically corresponding day in the
         calendar month at the end of such Interest Period) shall end on the
         last Eurodollar Business Day of a calendar month; and

                  (e) any Interest Period relating to any Eurodollar Rate Loan
         that would otherwise extend beyond the Revolving Credit Loan Maturity
         Date (if comprising a Revolving Credit Loan) or the Term Loan Maturity
         Date (if comprising the Term Loan or a portion thereof) shall end on
         the Revolving Credit Loan Maturity Date or (as the case may be) the
         Term Loan Maturity Date.

         INVESTMENTS. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness of, or
for loans, advances, capital contributions or transfers of property to, or in
respect of any guaranties (or other commitments as described under
Indebtedness), or obligations of, any Person. In determining the aggregate
amount of Investments outstanding at any particular time: (a) the amount of any
Investment represented by a guaranty shall be taken at not less than the
principal amount of the obligations guaranteed and still outstanding; (b) there
shall be included as an Investment all interest accrued with respect to
Indebtedness constituting an Investment unless and until such interest is paid;
(c) there shall be deducted in respect of each such Investment any amount
received as a return of capital (but only by repurchase, redemption, retirement,
repayment, liquidating dividend or liquidating distribution); (d) there shall
not be deducted in respect of any Investment any amounts received as earnings on
such Investment, whether as dividends, interest or otherwise, except that
accrued interest included as provided in the foregoing clause (b) may be
deducted when paid; and (e) there shall not be deducted from the aggregate
amount of Investments any decrease in the value thereof.

         LETTER OF CREDIT. See sec.5.1.1.

         LETTER OF CREDIT APPLICATION. See sec.5.1.1.

         LETTER OF CREDIT FEE. See sec.5.6.

         LETTER OF CREDIT PARTICIPATION. See sec.5.1.4.

         LEVERAGE RATIO. For any fiscal quarter, the ratio of (a) Total Funded
Indebtedness of the Borrower and its Subsidiaries outstanding on the last day of
such quarter to (b) the EBITDA of the Borrower and its Subsidiaries for the
period 
<PAGE>   17
                                                                         Page 11


of four consecutive fiscal quarters (treated as a single accounting period)
ended on such date, PROVIDED, when calculating the Leverage Ratio for any period
in which a Permitted Acquisition occurred, the calculation of the Leverage Ratio
shall be made on a Pro Forma Basis.

         LOAN DOCUMENTS. This Credit Agreement, the Notes, the Fee Letter, the
Letter of Credit Applications and the Letters of Credit.

         LOAN REQUEST. See sec.2.7.

         LOANS. The Revolving Credit Loans, the Swing Line Loans and the Term
Loan.

         MAJORITY BANKS. As of any date, the Banks holding at least fifty-one
percent (51%) of the outstanding principal amount of the Notes on such date; and
if no such principal is outstanding, the Banks whose aggregate Commitments
constitutes at least fifty-one percent (51%) of the Total Commitment.

         MATERIAL ADVERSE EFFECT. A material adverse effect on (a) the business,
condition (financial or otherwise), operations performance, properties or
prospects of the Borrower and its Subsidiaries taken as a whole, (b) the rights
or remedies of the Agent or any Bank under any Loan Document, or (c) the ability
of the Borrower or any Guarantor to perform its Obligations under the Loan
Documents.

         MATERIAL SUBSIDIARY. Any Subsidiary to which more than five percent
(5%) of either (a) Consolidated Tangible Net Worth or (b) Consolidated Gross
Revenues (not including intercompany transfers) is allocable. Existing Material
Subsidiaries as of the Closing Date and the contribution of each such Material
Subsidiary to Consolidated Tangible Net Worth and Consolidated Gross Revenues as
of December 31, 1996, are as set forth on SCHEDULE 1(A) hereto.

         MAXIMUM DRAWING AMOUNT. The maximum aggregate amount that the
beneficiaries may at any time draw under outstanding Letters of Credit, as such
aggregate amount may be reduced from time to time pursuant to the terms of the
Letters of Credit.

         MAXIMUM UNUSED COMMITMENT. With respect to any Bank at any time, (a)
such Bank's Commitment at such time MINUS (b) the sum of (i) the aggregate
principal amount of all Revolving Credit Loans and Swing Line Loans made (in
each case) by such Bank and which are outstanding at such time and Unpaid
Reimbursement Obligations owing to such Bank, PLUS (ii) without duplication,
such Bank's pro rata share of the Maximum Drawing Amount of all Letters of
Credit issued and outstanding at such time.

         MULTIEMPLOYER PLAN. Any multiemployer plan within the meaning of
ss.3(37) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate.

<PAGE>   18
                                                                         Page 12

         NET CASH PROCEEDS. With respect to any sale of stock, partnership
interests or other equity issuances, the excess of the gross cash proceeds
received by such Person for such issuance after deduction of all reasonable and
customary transaction expenses (including without limitation, underwriting
discounts and commissions) actually incurred in connection with such a sale or
other issuance.

         NET CASH SALE PROCEEDS. The net cash proceeds received by a Person in
respect of any Asset Sale, less the sum of (a) all reasonable out-of-pocket
fees, commissions and other reasonably and customary expenses actually incurred
in connection with such Asset Sale, including the amount of income, franchise,
sales and other applicable taxes required to be paid by such Person in
connection with such Asset Sale, and (b) the aggregate amount of cash so
received by such Person which is required to be used to retire (in whole or in
part) any Indebtedness (other than under the Loan Documents) of such Person
permitted by this Credit Agreement that was secured by a lien or security
interest permitted by this Credit Agreement having priority over the liens and
security interests (if any) of the Agent (for the benefit of the Agent and the
Banks) with respect to such assets transferred and which is required to be
repaid in whole or in part (which repayment, in the case of any other revolving
credit arrangement or multiple advance arrangement, reduces the commitment
thereunder) in connection with such Asset Sale.

         NON-AFFECTED BANK. See sec.6.12.

         NOTES. The Term Notes and the Revolving Credit Notes.

         NOTICE OF SWING LINE BORROWING. See ss.2.2.2 hereof.

         OBLIGATIONS. All indebtedness, obligations and liabilities of the
Borrower and its Subsidiaries to any of the Banks and the Agent, individually or
collectively, existing on the date of this Credit Agreement or arising
thereafter, direct or indirect, joint or several, absolute or contingent,
matured or unmatured, liquidated or unliquidated, secured or unsecured, arising
by contract, operation of law or otherwise, arising or incurred under this
Credit Agreement or any of the other Loan Documents or in respect of any of the
Loans made or Reimbursement Obligations incurred or any of the Notes, Letter of
Credit Application, Letter of Credit or other instruments at any time evidencing
any thereof.

         OUTSTANDING. With respect to the Loans, the aggregate unpaid principal
thereof as of any date of determination.

         PBGC. The Pension Benefit Guaranty Corporation created by sec.4002 of
ERISA and any successor entity or entities having similar responsibilities.

         PERMITTED ACQUISITIONS. See ss.10.5.1.

         PERMITTED LIENS. Liens, security interests and other encumbrances
permitted by sec.10.2.

<PAGE>   19
                                                                         Page 13


         PERSON. Any individual, corporation, partnership, trust, unincorporated
association, business, or other legal entity, and any government or any
governmental agency or political subdivision thereof.

         PRO FORMA BASIS. In connection with a Permitted Acquisition, the Total
Funded Indebtedness and EBITDA for calculation of the Leverage Ratio for the
four fiscal quarters immediately preceding the fiscal quarter in which such
Permitted Acquisition occurred with reference to the historical financial
results of the Person or assets so acquired and the Borrower and its
Subsidiaries for the applicable Test Period after giving effect on a PRO FORMA
basis to such Permitted Acquisition and assuming that such Permitted Acquisition
had been consummated at the beginning of such Test Period in the manner
described in (i), (ii) and (iii) below:

                  (i) all Indebtedness (whether under this Credit Agreement or
         otherwise) and any other balance sheet adjustments incurred or made in
         connection with the Permitted Acquisition shall be deemed to have been
         incurred or made on the first day of the Test Period, and all
         Indebtedness of the Person acquired or to be acquired in such Permitted
         Acquisition which was or will have been repaid in connection with the
         consummation of the Permitted Acquisition shall be deemed to have been
         repaid concurrently with the incurrence of the Indebtedness incurred in
         connection with the Permitted Acquisition;

                  (ii) all Indebtedness assumed to have been incurred pursuant
         to the preceding clause (i) shall be deemed to have borne interest
         during such Test Period at the sum of (a) the Eurodollar Rate for
         Eurodollar Rate Loans having an Interest Period of one month in effect
         on the date of determination PLUS (b) the Applicable Margin for
         Revolving Credit Loans or the Term Loan, as the case may be, then in
         effect (after giving effect to the Permitted Acquisition on a pro forma
         basis); and

                  (iii) other reasonable cost savings, expenses and other income
         statement or operating statement adjustments which are attributable to
         the change in ownership and/or management resulting from such Permitted
         Acquisition as may be approved by the Majority Banks in writing (which
         approval shall not be unreasonably withheld) shall be deemed to have
         been realized on the first day of the Test Period.

         RATE ADJUSTMENT PERIOD. See the definition of Applicable Margin.

         REAL ESTATE. All real property at any time owned or leased (as lessee
or sublessee) by the Borrower or any of its Subsidiaries.

         RECORD. The grid attached to a Note, or the continuation of such grid,
or any other similar record, including computer records, maintained by any Bank
with respect to any Loan referred to in such Note.

         REFERENCE BANK. BKB.

<PAGE>   20
                                                                         Page 14


         REIMBURSEMENT OBLIGATION. The Borrower's obligation to reimburse the
Agent and the Banks on account of any drawing under any Letter of Credit as
provided in sec.5.2.

         REVOLVING CREDIT LOAN MATURITY DATE. April 29, 2000.

         REVOLVING CREDIT LOANS. Revolving credit loans made or to be made by
the Banks to the Borrower pursuant to sec.2.

         REVOLVING CREDIT NOTE RECORD. A Record with respect to a Revolving
Credit Note.

         REVOLVING CREDIT NOTES. See sec.2.5.

         SUBSIDIARY. Any corporation, association, trust, or other business
entity of which the designated parent shall at any time own directly or
indirectly through a Subsidiary or Subsidiaries at least a majority (by number
of votes) of the outstanding Voting Stock.

         SWING LINE BANK. BKB.

         SWING LINE BORROWING. A borrowing consisting of a Swing Line Loan made
by the Swing Line Bank.

         SWING LINE FACILITY. See sec.2.2.1 hereof.

         SWING LINE LOAN. Any loan made by (a) any Swing Line Bank pursuant to
sec.2.2.1 or (b) any Bank pursuant to sec.2.2.2.

         TERM LOAN. The term loan made or to be made by the Banks to the
Borrower on the Conversion Date as contemplated by sec.4.1.

         TERM LOAN MATURITY DATE. March 31, 2002.

         TERM NOTES. See sec.4.2.

         TERM NOTE RECORD. A Record with respect to a Term Note.

         TEST PERIOD. The period of all fiscal quarters included in any covenant
calculation and occurring prior to the date of such Permitted Acquisition as set
forth in the definition of "Pro Forma Basis".

         TOTAL COMMITMENT. The sum of the Commitments of the Banks, as in effect
from time to time.

         TOTAL FUNDED INDEBTEDNESS. All Indebtedness of the Borrower and its
Subsidiaries for borrowed money, purchase money Indebtedness and with respect to
Capitalized Leases, determined on a consolidated basis in accordance with
generally accepted accounting principles.

<PAGE>   21
                                                                         Page 15


         TYPE. As to any Revolving Credit Loan or all or any portion of the Term
Loan, its nature as a Base Rate Loan or a Eurodollar Rate Loan.

         UNIFORM CUSTOMS. With respect to any Letter of Credit, the Uniform
Customs and Practice for Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500 or any successor version thereto adopted
by the Agent in the ordinary course of its business as a letter of credit issuer
and in effect at the time of issuance of such Letter of Credit.

         UNPAID REIMBURSEMENT OBLIGATION. Any Reimbursement Obligation for which
the Borrower does not reimburse the Agent and the Banks on the date specified
in, and in accordance with, sec.5.2.

         VOTING STOCK. Stock or similar interests, of any class or classes
(however designated), the holders of which are at the time entitled, as such
holders, to vote for the election of a majority of the directors (or persons
performing similar functions) of the corporation, association, trust or other
business entity involved, whether or not the right so to vote exists by reason
of the happening of a contingency.

         1.2.  RULES OF INTERPRETATION.

                  (a) A reference to any document or agreement shall include
         such document or agreement as amended, modified or supplemented from
         time to time in accordance with its terms and the terms of this Credit
         Agreement.

                  (b) The singular includes the plural and the plural includes
         the singular.

                  (c) A reference to any law includes any amendment or
         modification to such law.

                  (d) A reference to any Person includes its permitted
         successors and permitted assigns.

                  (e) Accounting terms not otherwise defined herein have the
         meanings assigned to them by generally accepted accounting principles
         applied on a consistent basis by the accounting entity to which they
         refer.

                  (f) The words "include", "includes" and "including" are not
         limiting.

                  (g) All terms not specifically defined herein or by generally
         accepted accounting principles, which terms are defined in the Uniform
         Commercial Code as in effect in the Commonwealth of Massachusetts, have
         the meanings assigned to them therein, with the term "instrument" being
         that defined under Article 9 of the Uniform Commercial Code.
<PAGE>   22

                                                                         Page 16


                  (h) Reference to a particular "sec." refers to that section of
         this Credit Agreement unless otherwise indicated.

                  (i) The words "herein", "hereof", "hereunder" and words of
         like import shall refer to this Credit Agreement as a whole and not to
         any particular section or subdivision of this Credit Agreement.

                        2. THE REVOLVING CREDIT FACILITY.

         2.1. COMMITMENT TO LEND. Subject to the terms and conditions set forth
in this Credit Agreement, each of the Banks severally agrees to lend to the
Borrower and the Borrower may borrow, repay, and reborrow from time to time
between the Closing Date and the Revolving Credit Loan Maturity Date upon notice
by the Borrower to the Agent given in accordance with sec.2.7, such sums as are
requested by the Borrower up to a maximum aggregate amount outstanding (after
giving effect to all amounts requested) at any one time equal to such Bank's
Commitment MINUS the amount by which the Swing Line Loans outstanding at such
time shall be deemed to have used such Bank's Commitment pursuant to sec.2.10
hereof, MINUS such Bank's Commitment Percentage of the sum of the Maximum
Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the sum
of the outstanding amount of the Revolving Credit Loans (after giving effect to
all amounts requested) PLUS the outstanding amount of the Swing Line Loans, PLUS
the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at
any time exceed the Total Commitment. The Revolving Credit Loans shall be made
PRO RATA in accordance with each Bank's Commitment Percentage. Each request for
a Revolving Credit Loan hereunder shall constitute a representation and warranty
by the Borrower that the conditions set forth in sec.12 and sec.13, in the case
of the initial Revolving Credit Loans to be made on the Closing Date, and 
sec.13, in the case of all other Revolving Credit Loans, have been satisfied on
the date of such request.

         2.2. THE SWING LINE.

                  2.2.1. THE SWING LINE LOANS. The Borrower may request the
         Swing Line Bank to make, and the Swing Line Bank may, if in its sole
         discretion it elects to do so, and without any commitment whatsoever by
         the Swing Line Bank to do so, make, on the terms and conditions
         hereinafter set forth, Swing Line Loans to the Borrower from time to
         time on any Business Day during the period from the date hereof until
         the Revolving Credit Loan Maturity Date in an aggregate amount for the
         Borrower not to exceed at any time outstanding $10,000,000 (the "Swing
         Line Facility"), PROVIDED, HOWEVER, that while the outstanding amount
         of all outstanding Swing Line Loans and outstanding Revolving Credit
         Loans made by a Bank may exceed such Bank's Commitment, the aggregate
         amount of all Swing Line Loans outstanding shall not exceed the Total
         Commitment LESS all Revolving Credit Loans outstanding, LESS the
         Maximum Drawing Amount and all Unpaid Reimbursement Obligations with
         respect to all Letters of Credit. No Swing Line Loan shall be used for
         the purpose of funding the payment of principal 

<PAGE>   23
                                                                         Page 17


         of any other Swing Line Loan. Each Swing Line Borrowing shall be in an
         amount of $100,000 or an integral multiple of $100,000 in excess
         thereof and shall consist of a Base Rate Loan (and may not be a
         Eurodollar Rate Loan). Within the limits of the Swing Line Facility and
         within the limits referred to in clause (b) above, so long as the Swing
         Line Bank, in its sole discretion, elects to make Swing Line Loans, a
         Borrower may borrow under this sec.2.2.1, repay pursuant to sec.3.1.2
         or repay pursuant to sec.3.3(b) and reborrow under this sec.2.2.1.

                  2.2.2. NOTICE. Each Swing Line Borrowing shall be made on
         notice, given not later than 1:00 P.M. (Boston time) on the date of the
         proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank
         and the Agent. The Agent shall immediately advise the Swing Line Bank
         of the available amount of the Swing Line Facility. Each such notice of
         a Swing Line Borrowing (a "Notice of Swing Line Borrowing") shall be by
         telephone, telex or telecopier, confirmed immediately in writing,
         specifying therein the requested (a) date of such borrowing, (b) amount
         of such borrowing and (c) maturity of such borrowing (which maturity
         shall be no later than the seventh day after the requested date of such
         borrowing). If, in its sole discretion, it elects to make the requested
         Swing Line Loan, the Swing Line Bank will make the amount of the
         requested Swing Line Loan available to the Agent at the Agent's Head
         Office, in same day funds. After the Agent's receipt of such funds and
         upon fulfillment of the applicable conditions set forth in secs.12 and
         13, the Agent will make such funds available to the Borrower in such
         manner as the Borrower and the Agent may agree. Upon written demand by
         the Swing Line Bank with an outstanding Swing Line Loan (or, if no
         demand has been made on or prior to the Conversion Date, on the
         Conversion Date), with a copy of such demand to the Agent, each other
         Bank shall purchase from the Swing Line Bank, and the Swing Line Bank
         shall sell and assign to each such other Bank, such other Bank's PRO
         RATA share (determined by its Commitment Percentage) of such
         outstanding Swing Line Loan as of the date of such demand, by making
         available on behalf of its Domestic Lending Office to the Agent for the
         account of the Swing Line Bank, in immediately available funds, an
         amount equal to the portion of the outstanding principal amount of such
         Swing Line Loan to be purchased by such Bank. The Borrower, by giving a
         Notice of Swing Line Borrowing hereby agrees to each such sale and
         assignment. Each Bank agrees to purchase its PRO RATA share (determined
         by its Commitment Percentage) of an outstanding Swing Line Loan on (a)
         the Business Day on which demand therefor is made by the Swing Line
         Bank which made such Swing Line Loan, PROVIDED that notice of such
         demand is given not later than 1:00 P.M. (Boston time) on such Business
         Day or (b) the first Business Day next succeeding such demand if notice
         of such demand is given after such time. Upon any such assignment by
         the Swing Line Bank to any other Bank of a portion of a Swing Line
         Loan, such Swing Line Bank represents and warrants to such other Bank
         that such Swing Line Bank is the legal and beneficial owner of such
         interest being assigned by it, but makes no other 

<PAGE>   24
                                                                         Page 18


         representation or warranty and assumes no responsibility with respect
         to such Swing Line Loan, the Loan Documents or the Borrower or any
         Guarantor. If and to the extent that any Bank shall not have so made
         the amount of such Swing Line Loan available to the Agent, such Bank
         agrees to pay to the Agent for the account of the Swing Line Bank
         forthwith on demand by the Swing Line Bank such amount together with
         interest thereon, for each day from the date of demand by such Swing
         Line Bank until the date such amount is paid to the Agent, at the Base
         Rate. If such Bank shall pay to the Agent such amount for the account
         of the Swing Line Bank on any Business Day, such amount so paid in
         respect of principal shall constitute a Swing Line Loan made by such
         Bank on such Business Day for purposes of this Credit Agreement, and
         the outstanding principal amount of the Swing Line Loan made by the
         Swing Line Bank shall be reduced by such amount on such Business Day.

                  2.2.3. IRREVOCABLE NOTICE. Each Notice of Swing Line Borrowing
         shall be irrevocable and binding on the Borrower.

                  2.2.4. PURCHASE OF SWING LINE LOAN. Each Bank severally agrees
         that it shall be absolutely liable, without regard to the occurrence of
         any Default or Event of Default or any other condition precedent
         whatsoever, to the extent of such Bank's PRO RATA share (determined by
         its Bank's Commitment Percentage) of the outstanding Swing Line Loans,
         to purchase from the Swing Line Bank on demand such Bank's PRO RATA
         share (as so determined) of such outstanding Swing Line Loan as of the
         date of such demand; PROVIDED, HOWEVER a Bank shall not be obligated to
         purchase from the Swing Line Bank its PRO rata share of any Swing Line
         Loan made by the Swing Line Bank after the occurrence and during the
         continuation of an Event of Default and after the Swing Line Bank
         received written notice from such Bank of such Bank's election not to
         fund any Loans after the date of such notice as a result of the
         occurrence and continuation of such Event of Default.

         2.3. COMMITMENT FEE. The Borrower agrees to pay to the Agent for the
applicable accounts of each of the respective Banks a commitment fee calculated
at the applicable Commitment Fee Rate on the average daily amount Maximum Unused
Commitment of such applicable Bank during each calendar quarter or portion
thereof from the Closing Date to the Revolving Credit Loan Maturity Date. The
commitment fee shall be payable quarterly in arrears on the first day of each
calendar quarter for the immediately preceding calendar quarter commencing on
the first such date following the date hereof, with a final payment on the
Revolving Credit Loan Maturity Date or any earlier date on which the Commitments
shall terminate.

         2.4. REDUCTION OF TOTAL COMMITMENT. The Borrower shall have the right
at any time and from time to time upon seven (7) Business Days prior written
notice to the Agent to reduce by $10,000,000 or a greater integral multiple of
$5,000,000 in excess thereof or terminate entirely the Total Commitment,
whereupon the 

<PAGE>   25
                                                                         Page 19


Commitments of the Banks shall be reduced PRO RATA in accordance with their
respective Commitment Percentages of the amount specified in such notice or, as
the case may be, terminated. Promptly after receiving any notice of the Borrower
delivered pursuant to this sec.2.4, the Agent will notify the Banks of the
substance thereof. Upon the effective date of any such reduction or termination,
the Borrower shall pay to the Agent for the respective accounts of the Banks the
full amount of any commitment fee then accrued on the amount of the reduction.
No reduction or termination of the Commitments may be reinstated.

         2.5. THE REVOLVING CREDIT NOTES. The Revolving Credit Loans shall be
evidenced by separate promissory notes of the Borrower in substantially the form
of EXHIBIT B hereto (each a "Revolving Credit Note"), dated as of the Closing
Date and completed with appropriate insertions. One Revolving Credit Note shall
be payable to the order of each Bank in a principal amount equal to such Bank's
Commitment or, if less, the outstanding amount of all Revolving Credit Loans
made by such Bank, plus interest accrued thereon, as set forth below. The
Borrower irrevocably authorizes each Bank to make or cause to be made, at or
about the time of the Drawdown Date of any Revolving Credit Loan or at the time
of receipt of any payment of principal on such Bank's Revolving Credit Note, an
appropriate notation on such Bank's Revolving Credit Note Record reflecting the
making of such Revolving Credit Loan or (as the case may be) the receipt of such
payment. The outstanding amount of the Revolving Credit Loans set forth on such
Bank's Revolving Credit Note Record shall be PRIMA FACIE evidence of the
principal amount thereof owing and unpaid to such Bank, but the failure to
record, or any error in so recording, any such amount on such Bank's Revolving
Credit Note Record shall not limit or otherwise affect the obligations of the
Borrower hereunder or under any Revolving Credit Note to make payments of
principal of or interest on any Revolving Credit Note when due.

         2.6. INTEREST ON REVOLVING CREDIT LOANS. Except as otherwise provided
in sec.6.11,

                  (a) Each Base Rate Loan shall bear interest for the period
         commencing with the Drawdown Date thereof and ending on the last day of
         the Interest Period with respect thereto at the Base Rate PLUS the
         Applicable Margin.

                  (b) Each Eurodollar Rate Loan shall bear interest for the
         period commencing with the Drawdown Date thereof and ending on the last
         day of the Interest Period with respect thereto at the Eurodollar Rate
         determined for such Interest Period PLUS the Applicable Margin.

                  (c) The Borrower promises to pay interest on each Revolving
         Credit Loan and Swing Line Loan in arrears on each Interest Payment
         Date with respect thereto.

         2.7. REQUESTS FOR REVOLVING CREDIT LOANS. The Borrower shall give to
the Agent written notice in the form of EXHIBIT A hereto (or telephonic notice
confirmed 

<PAGE>   26
                                                                         Page 20


in a writing in the form of EXHIBIT A hereto) of each Revolving Credit Loan
requested hereunder (a "Loan Request") no less than (a) one (1) Business Day
prior to the proposed Drawdown Date of any Base Rate Loan and (b) three (3)
Eurodollar Business Days prior to the proposed Drawdown Date of any Eurodollar
Rate Loan. Each such notice shall specify (i) the principal amount of the
Revolving Credit Loan requested, (ii) the proposed Drawdown Date of such
Revolving Credit Loan, (iii) the Interest Period for such Revolving Credit Loan
and (iv) the Type of such Revolving Credit Loan. Promptly upon receipt of any
such notice, the Agent shall notify each of the Banks thereof. Each Loan Request
shall be irrevocable and binding on the Borrower and shall obligate the Borrower
to accept the Revolving Credit Loan requested from the Banks on the proposed
Drawdown Date. Each Loan Request for a Eurodollar Rate Loan shall be in a
minimum aggregate amount of $3,000,000 or an integral multiple of $1,000,000 in
excess thereof. Each Loan Request for a Base Rate Loan shall be in a minimum
aggregate amount of $1,000,000 or in integral multiple thereof.

         2.8.  CONVERSION OPTIONS.

                  2.8.1. CONVERSION TO DIFFERENT TYPE OF REVOLVING CREDIT LOAN.
         The Borrower may elect from time to time to convert any outstanding
         Revolving Credit Loan to a Revolving Credit Loan of another Type,
         PROVIDED that (a) with respect to any such conversion of a Revolving
         Credit Loan to a Base Rate Loan, the Borrower shall give the Agent at
         least one (1) Business Day prior written notice of such election; (b)
         with respect to any such conversion of a Base Rate Loan to a Eurodollar
         Rate Loan, the Borrower shall give the Agent at least three (3)
         Eurodollar Business Days prior written notice of such election; (c)
         with respect to any such conversion of a Eurodollar Rate Loan into a
         Revolving Credit Loan of another Type, such conversion shall only be
         made on the last day of the Interest Period with respect thereto and
         (d) no Loan may be converted into a Eurodollar Rate Loan when any
         Default or Event of Default has occurred and is continuing. On the date
         on which such conversion is being made each Bank shall take such action
         as is necessary to transfer its Commitment Percentage of such Revolving
         Credit Loans to its Domestic Lending Office or its Eurodollar Lending
         Office, as the case may be. All or any part of outstanding Revolving
         Credit Loans of any Type may be converted into a Revolving Credit Loan
         of another Type as provided herein, PROVIDED that any partial
         conversion shall be in an aggregate principal amount of $1,000,000 or a
         whole multiple thereof. Each Conversion Request relating to the
         conversion of a Revolving Credit Loan to a Eurodollar Rate Loan shall
         be irrevocable by the Borrower.

                  2.8.2. CONTINUATION OF TYPE OF REVOLVING CREDIT LOAN. Any
         Revolving Credit Loan of any Type may be continued as a Revolving
         Credit Loan of the same Type upon the expiration of an Interest Period
         with respect thereto by compliance by the Borrower with the notice
         provisions contained in sec.2.8.1; PROVIDED that no Eurodollar Rate 
         Loan may be continued as such when any Default or Event of Default has
         occurred and is continuing, but 
<PAGE>   27
                                                                         Page 21


         shall be automatically converted to a Base Rate Loan on the last day of
         the first Interest Period relating thereto ending during the
         continuance of any Default or Event of Default of which officers of the
         Agent active upon the Borrower's account have actual knowledge. In the
         event that the Borrower fails to provide any such notice with respect
         to the continuation of any Eurodollar Rate Loan as such, then such
         Eurodollar Rate Loan shall be automatically converted to a Base Rate
         Loan on the last day of the first Interest Period relating thereto. The
         Agent shall notify the Banks promptly when any such automatic
         conversion contemplated by this sec.2.8 is scheduled to occur.

                  2.8.3. EURODOLLAR RATE LOANS. Any conversion to or from
         Eurodollar Rate Loans shall be in such amounts and be made pursuant to
         such elections so that, after giving effect thereto, the aggregate
         principal amount of all Eurodollar Rate Loans having the same Interest
         Period shall not be less than $5,000,000 or a whole multiple of
         $1,000,000 in excess thereof. In addition, there shall not be more than
         ten (10) Eurodollar Rate Loans outstanding at any one time.

         2.9. FUNDS FOR REVOLVING CREDIT LOAN.

                  2.9.1. FUNDING PROCEDURES. Not later than 11:00 a.m. (Boston
         time) on the proposed Drawdown Date of any Revolving Credit Loans, each
         of the Banks will make available to the Agent, at the Agent's Head
         Office, in immediately available funds, the amount of such Bank's
         Commitment Percentage of the amount of the requested Revolving Credit
         Loans. Upon receipt from each Bank of such amount, and upon receipt of
         the documents required by secs.12 and 13 and the satisfaction of the
         other conditions set forth therein, to the extent applicable, the Agent
         will make available to the Borrower the aggregate amount of such
         Revolving Credit Loans made available to the Agent by the Banks. The
         failure or refusal of any Bank to make available to the Agent at the
         aforesaid time and place on any Drawdown Date the amount of its
         Commitment Percentage of the requested Revolving Credit Loans shall not
         relieve any other Bank from its several obligation hereunder to make
         available to the Agent the amount of such other Bank's Commitment
         Percentage of any requested Revolving Credit Loans.

                  2.9.2. ADVANCES BY AGENT. The Agent may, unless notified to
         the contrary by any Bank prior to a Drawdown Date, assume that such
         Bank has made available to the Agent on such Drawdown Date the amount
         of such Bank's Commitment Percentage of the Revolving Credit Loans to
         be made on such Drawdown Date, and the Agent may (but it shall not be
         required to), in reliance upon such assumption, make available to the
         Borrower a corresponding amount. If any Bank makes available to the
         Agent such amount on a date after such Drawdown Date, such Bank shall
         pay to the Agent on demand an amount equal to the product of (a) the
         average 

<PAGE>   28
                                                                         Page 22


         computed for the period referred to in clause (c) below, of the
         weighted average interest rate paid by the Agent for federal funds
         acquired by the Agent during each day included in such period, TIMES
         (b) the amount of such Bank's Commitment Percentage of such Revolving
         Credit Loans, TIMES (c) a fraction, the numerator of which is the
         number of days that elapse from and including such Drawdown Date to the
         date on which the amount of such Bank's Commitment Percentage of such
         Revolving Credit Loans shall become immediately available to the Agent,
         and the denominator of which is 365. A statement of the Agent submitted
         to such Bank with respect to any amounts owing under this paragraph
         shall be PRIMA FACIE evidence of the amount due and owing to the Agent
         by such Bank. If the amount of such Bank's Commitment Percentage of
         such Revolving Credit Loans is not made available to the Agent by such
         Bank within three (3) Business Days following such Drawdown Date, the
         Agent shall be entitled to recover such amount from the Borrower on
         demand, with interest thereon at the rate per annum applicable to the
         Revolving Credit Loans made on such Drawdown Date.

         2.10. PRO RATA TREATMENT. For purposes of determining the applicable
available unused Commitments of the respective Banks at any time, each
outstanding Swing Line Loan shall be deemed to have utilized the Commitments of
the Banks (including those Banks which are not the Swing Line Bank actually
making such Swing Line Loan) PRO RATA in accordance with such respective
Commitments.

                   3. REPAYMENT OF THE REVOLVING CREDIT LOANS
                              AND SWING LINE LOANS.

         3.1. MATURITY.

                  3.1.1. REVOLVING CREDIT LOANS. The Borrower promises to pay on
         the Revolving Credit Loan Maturity Date, and there shall become
         absolutely due and payable on the Revolving Credit Loan Maturity Date,
         all of the Revolving Credit Loans outstanding on such date, together
         with any and all accrued and unpaid interest thereon.

                  3.1.2. SWING LINE LOANS. The Borrower shall repay to the Agent
         for the account of the Swing Line Bank and each other Bank which has
         made a Swing Line Loan then outstanding the principal amount of each
         Swing Line Loan made to the Borrower on the earlier of the maturity
         date specified in the applicable Notice of Swing Line Borrowing (which
         maturity shall be no later than the seventh day after the requested
         date of such borrowing) and the Revolving Credit Loan Maturity Date.

         3.2. MANDATORY REPAYMENTS OF REVOLVING CREDIT LOANS. If at any time the
sum of the outstanding amount of the Revolving Credit Loans, the Swing Line
Loans the Maximum Drawing Amount and all Unpaid Reimbursement Obligations
exceeds the Total Commitment, then the Borrower shall immediately pay the 
<PAGE>   29
                                                                         Page 23


amount of such excess to the Agent for the respective accounts of the Banks for
application: first, to any Swing Line Loan; second, to any Unpaid Reimbursement
Obligations; third, to the Revolving Credit Loans; and fourth, to provide to the
Agent cash collateral for Reimbursement Obligations as contemplated by
sec.5.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or
prepayment of Revolving Credit Loans shall be allocated among the Banks, in
proportion, as nearly as practicable, to each Reimbursement Obligation or (as
the case may be) the respective unpaid principal amount of each Bank's Revolving
Credit Note, with adjustments to the extent practicable to equalize any prior
payments or repayments not exactly in proportion.

         3.3. OPTIONAL REPAYMENTS OF REVOLVING CREDIT LOANS AND SWING LINE
LOANS. The Borrower shall have the right, at its election, to repay the
outstanding amount of the Revolving Credit Loans and Swing Line Loans, as a
whole or in part, at any time without penalty or premium, PROVIDED that any full
or partial prepayment of the outstanding amount of any Eurodollar Rate Loans
pursuant to this sec.3.3 which is made on a day other than the last day of the
Interest Period relating thereto shall be subject to the payment by the Borrower
of any applicable costs associated with such repayment as set forth in sec.6.10
hereof. The Borrower shall give the Agent, no later than 1:00 p.m., Boston time
on the date of any proposed prepayment, prior written or telephonic notice of
any proposed prepayment pursuant to this sec.3.3 of Swing Line Loans, and no
later than 10:00 a.m., Boston time, at least one (1) Business Days prior written
notice of any proposed prepayment pursuant to this sec.3.3 of Base Rate Loans,
and three (3) Eurodollar Business Days notice of any proposed prepayment
pursuant to this sec.3.3 of Eurodollar Rate Loans, in each case specifying the
proposed date of prepayment of Revolving Credit Loans or Swing Line Loans and
the principal amount to be prepaid. Each such partial prepayment of (a) the
Revolving Credit Loans shall be in an integral multiple of $1,000,000 and (b)
the Swing Line Loans shall be in the principal amount of $1,000,000, shall be
accompanied by the payment of accrued interest on the principal prepaid to the
date of prepayment and shall be applied, in the absence of instruction by the
Borrower, first to the principal of Base Rate Loans and then to the principal of
Eurodollar Rate Loans. Each partial prepayment of Revolving Credit Loans or
Swing Line Loans, as the case may be, shall be allocated among the Banks, in
proportion, as nearly as practicable, to the respective unpaid principal amount
of Revolving Credit Loans or Swing Line Loans, as the case may be, under each
Bank's Revolving Credit Note, with adjustments to the extent practicable to
equalize any prior repayments not exactly in proportion.

                                4. THE TERM LOAN.

         4.1. CONVERSION OF REVOLVING CREDIT LOANS AND SWING LINE LOANS; THE
TERM LOAN. Subject to the terms and conditions set forth in this Credit
Agreement, including, without limitation, the satisfaction of the conditions set
forth in sec.13 hereof and the execution and delivery by the Borrower of the 
Term Notes to the Banks, on the Conversion Date the aggregate amount of the
outstanding Revolving Credit Loans and Swing Line Loans shall be converted into
a Term Loan in the 

<PAGE>   30
                                                                         Page 24


aggregate principal amount equal to the aggregate outstanding principal balance
of the Revolving Credit Loans and the Swing Line Loans on such date, held
severally by the Banks in accordance with their Commitment Percentages. The Term
Loan outstanding after conversion shall be evidenced by the separate joint and
several Term Notes (the "Term Notes") of the Borrower payable to the order of
each Bank, each dated as of the Conversion Date and in substantially the form of
EXHIBIT B hereto, completed with appropriate insertions. On the Conversion Date,
the Borrower shall pay to the Agent for the PRO RATA accounts of the Banks, all
interest accrued to such date on the Revolving Credit Loans and shall pay to the
Agent for the account of the Swing Line Bank and any Bank making a Swing Line
Loan hereunder all interest accrued to such date on the Swing Line Loans,
together with any Unpaid Reimbursement Obligations, any commitment fees and
other fees payable to the Agent and the Banks hereunder and, as soon as
reasonably practicable after such payment, each Bank shall surrender to the
Borrower its Revolving Credit Note against receipt of its Term Note evidencing
the amount of the outstanding Revolving Credit Loans and Swing Line Loans so
converted.

         4.2. THE TERM NOTES. Each Term Note shall represent the obligation of
the Borrower to pay to such Bank such principal amount or, if less, the
outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus
interest accrued thereon, as set forth below. The Borrower irrevocably
authorizes each Bank to make or cause to be made a notation on such Bank's Term
Note Record reflecting the original principal amount of such Bank's Commitment
Percentage of the Term Loan and, at or about the time of such Bank's receipt of
any principal payment on such Bank's Term Note, an appropriate notation on such
Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set
forth on such Bank's Term Note Record shall be PRIMA FACIE evidence of the
principal amount thereof owing and unpaid to such Bank, but the failure to
record, or any error in so recording, any such amount on such Bank's Term Note
Record shall not affect the obligations of the Borrower hereunder or under any
Term Note to make payments of principal of and interest on any Term Note when
due.

         4.3. REPAYMENTS OF THE TERM LOAN.

                  4.3.1. SCHEDULE OF INSTALLMENT PAYMENTS OF PRINCIPAL OF TERM
         LOAN. The Borrower promises to pay to the Agent for the account of the
         Banks the principal amount of the Term Loan in eight (8) consecutive
         quarterly installments, each equal as near as possible to 1/8th of the
         principal amount of the Term Loan outstanding on the Conversion Date,
         such installments to be due and payable on the last day of each fiscal
         quarter of the Borrower, commencing with the fiscal quarter ending June
         30, 2000, with a final payment on the Term Loan Maturity Date in an
         amount equal to the unpaid balance of the Term Loan.

                  4.3.2. PROCEEDS. On and after the Conversion Date,
         concurrently with the receipt by the Borrower or any of its
         Subsidiaries of (a) Net Cash Sale Proceeds from Assets Sales or other
         dispositions of assets (other than the sale 

<PAGE>   31
                                                                         Page 25


         or disposition of assets in the ordinary course of business consistent
         with past practices), (b) Net Cash Proceeds from the sale of stock,
         partnership interests or other equity issuances of the Borrower or any
         of its Subsidiaries or (c) cash proceeds received from insurance claims
         received by the Borrower or any of its Subsidiaries which have not been
         applied by the Borrower or such Subsidiary within 180 days of receipt
         by such Person of such proceeds (PROVIDED, HOWEVER, if a Default or
         Event of Default has occurred and is continuing, such proceeds shall be
         immediately paid to the Agent), the Borrower shall pay to the Agent for
         the respective accounts of the Banks an amount equal to 100% of such
         proceeds, to be applied against the scheduled installments of principal
         on the Term Loan in the inverse order of maturity.

         4.4. OPTIONAL PREPAYMENT OF TERM LOAN. The Borrower shall have the
right at any time to prepay the Term Notes on or before the Term Loan Maturity
Date, as a whole, or in part, upon not less than seven (7) Business Days prior
written notice to the Agent, without premium or penalty, PROVIDED that (a) each
partial prepayment shall be in the principal amount of $5,000,000 or an integral
multiple thereof, (b) any portion of the Term Loan bearing interest at the
Eurodollar Rate which has been prepaid pursuant to this sec.4.4 on any day other
than the last day of the Interest Period relating thereto shall be subject to
the payment by the Borrower of any applicable costs associated with such
prepayment as set forth in sec.6.10 hereof, and (c) each partial prepayment 
shall be allocated among the Banks, in proportion, as nearly as practicable, to
the respective outstanding amount of each Bank's Term Note, with adjustments to
the extent practicable to equalize any prior prepayments not exactly in 
proportion. Any prepayment of principal of the Term Loan shall include all 
interest accrued to the date of prepayment and shall be applied against the 
scheduled installments of principal due on the Term Loan in the inverse order 
of maturity. No amount repaid with respect to the Term Loan may be reborrowed.

         4.5. INTEREST ON TERM LOAN.

                  4.5.1. INTEREST RATES. Except as otherwise provided in
         sec.6.11, the Term Loan shall bear interest during each Interest Period
         relating to all or any portion of the Term Loan at the following rates:

                           (a) To the extent that all or any portion of the Term
                  Loan bears interest during such Interest Period at the Base
                  Rate, the Term Loan or such portion shall bear interest during
                  such Interest Period at the Base Rate PLUS the Applicable
                  Margin.

                           (b) To the extent that all or any portion of the Term
                  Loan bears interest during such Interest Period at the
                  Eurodollar Rate, the Term Loan or such portion shall bear
                  interest during such Interest Period at the Eurodollar Rate
                  then in effect PLUS the Applicable Margin.

<PAGE>   32
                                                                         Page 26


         The Borrower promises to pay interest on the Term Loan or any portion
         thereof outstanding during each Interest Period in arrears on each
         Interest Payment Date applicable to such Interest Period.

                  4.5.2. NOTIFICATION BY BORROWER. The Borrower shall notify the
         Agent, such notice to be irrevocable, at least four (4) Eurodollar
         Business Days prior to the Drawdown Date of the Term Loan if all or any
         portion of the Term Loan is to bear interest at the Eurodollar Rate.
         After the Term Loan has been made, the provisions of sec.2.8 shall 
         apply MUTATIS MUTANDIS with respect to all or any portion of the Term 
         Loan so that the Borrower may have the same interest rate options with
         respect to all or any portion of the Term Loan as it would be entitled
         to with respect to the Revolving Credit Loans.

                  4.5.3. AMOUNTS, ETC. Any portion of the Term Loan bearing
         interest at the Eurodollar Rate relating to any Interest Period shall
         be in the amount of $5,000,000 or a whole multiple or $1,000,000 in
         excess thereof. No Interest Period relating to the Term Loan or any
         portion thereof bearing interest at the Eurodollar Rate shall extend
         beyond the date on which a regularly scheduled installment payment of
         the principal of the Term Loan is to be made unless a portion of the
         Term Loan at least equal to such installment payment has an Interest
         Period ending on such date or is then bearing interest at the Base
         Rate.

                              5. LETTERS OF CREDIT.

         5.1. LETTER OF CREDIT COMMITMENTS.

                  5.1.1. COMMITMENT TO ISSUE LETTERS OF CREDIT. Subject to the
         terms and conditions hereof and the execution and delivery by the
         Borrower of a letter of credit application on the Agent's customary
         form (a "Letter of Credit Application"), the Agent on behalf of the
         Banks and in reliance upon the agreement of the Banks set forth in
         sec.5.1.4 and upon the representations and warranties of the Borrower
         contained herein, agrees, in its individual capacity, to issue, extend
         and renew for the account of the Borrower one or more standby or
         documentary letters of credit (individually, a "Letter of Credit"), in
         such form as may be requested from time to time by the Borrower and
         agreed to by the Agent; PROVIDED, HOWEVER, that, after giving effect to
         such request, (a) the sum of the aggregate Maximum Drawing Amount and
         all Unpaid Reimbursement Obligations shall not exceed $15,000,000 at
         any one time and (b) the sum of (i) the Maximum Drawing Amount on all
         Letters of Credit, (ii) all Unpaid Reimbursement Obligations, and (iii)
         the amount of all Revolving Credit Loans and Swing Line Loans
         outstanding shall not exceed the Total Commitment.

                  5.1.2. LETTER OF CREDIT APPLICATIONS. Each Letter of Credit
         Application shall be completed to the satisfaction of the Agent. In the
         event that any provision of any Letter of Credit Application shall be
         inconsistent 
<PAGE>   33
                                                                         Page 27


         with any provision of this Credit Agreement, then the provisions of
         this Credit Agreement shall, to the extent of any such inconsistency,
         govern.

                  5.1.3. TERMS OF LETTERS OF CREDIT. Each Letter of Credit
         issued, extended or renewed hereunder shall, among other things, (a)
         provide for the payment of sight drafts for honor thereunder when
         presented in accordance with the terms thereof and when accompanied by
         the documents described therein, if any, and (b) have an expiry date no
         later than the date which is the earlier to occur of (i) one year after
         the date of issuance of such Letter of Credit and (ii) fourteen (14)
         days (or, if the Letter of Credit is confirmed by a confirmer or
         otherwise provides for one or more nominated persons, forty-five (45)
         days) prior to the Revolving Credit Loan Maturity Date. Each Letter of
         Credit so issued, extended or renewed shall be subject to the Uniform
         Customs.

                  5.1.4. REIMBURSEMENT OBLIGATIONS OF BANKS. Each Bank severally
         agrees that it shall be absolutely liable, without regard to the
         occurrence of any Default or Event of Default or any other condition
         precedent whatsoever, to the extent of such Bank's Commitment
         Percentage, to reimburse the Agent on demand for the amount of each
         draft paid by the Agent under each Letter of Credit to the extent that
         such amount is not reimbursed by the Borrower pursuant to sec.5.2 (such
         agreement for a Bank being called herein the "Letter of Credit
         Participation" of such Bank); PROVIDED, HOWEVER, a Bank shall not be
         required to reimburse the Agent for any draft paid by the Agent for any
         Letter of Credit issued by the Agent after the occurrence and during
         the continuance of an Event of Default and after the Agent received
         written notice from such Bank of such Bank's election not to fund any
         Loans after the date of such notice as a result of the occurrence and
         continuation of such Event of Default.

                  5.1.5. PARTICIPATIONS OF BANKS. Each such payment made by a
         Bank shall be treated as the purchase by such Bank of a participating
         interest in the Borrower's Reimbursement Obligation under sec.5.2 in an
         amount equal to such payment. Each Bank shall share in accordance with
         its participating interest in any interest which accrues pursuant to
         sec.5.2.

         5.2. REIMBURSEMENT OBLIGATION OF THE BORROWER. In order to induce the
Agent to issue, extend and renew each Letter of Credit and the Banks to
participate therein, the Borrower hereby agrees to reimburse or pay to the
Agent, for the account of the Agent or (as the case may be) the Banks, with
respect to each Letter of Credit issued, extended or renewed by the Agent
hereunder,

                  (a) except as otherwise expressly provided in sec.5.2(b) and
         (c), on each date that any draft presented under such Letter of Credit
         is honored by the Agent, or the Agent otherwise makes a payment with
         respect thereto, (i) the amount paid by the Agent under or with respect
         to such Letter of Credit, and (ii) the amount of any taxes, fees,
         charges or other costs and expenses 
<PAGE>   34
                                                                         Page 28


         whatsoever incurred by the Agent or any Bank in connection with any
         payment made by the Agent or any Bank under, or with respect to, such
         Letter of Credit,

                  (b) upon the reduction (but not termination) of the Total
         Commitment to an amount less than the Maximum Drawing Amount, an amount
         equal to such difference, which amount shall be held by the Agent for
         the benefit of the Banks and the Agent as cash collateral for all
         Reimbursement Obligations, and

                  (c) upon the termination of the Total Commitment, or the
         acceleration of the Reimbursement Obligations with respect to all
         Letters of Credit in accordance with sec.14, an amount equal to the 
         then Maximum Drawing Amount on all Letters of Credit, which amount 
         shall be held by the Agent for the benefit of the Banks and the Agent 
         as cash collateral for all Reimbursement Obligations.

Each such payment shall be made to the Agent at the Agent's Head Office in
immediately available funds. Interest on any and all amounts remaining unpaid by
the Borrower under this sec.5.2 at any time from the date such amounts become 
due and payable (whether as stated in this sec.5.2, by acceleration or 
otherwise) until payment in full (whether before or after judgment) shall be 
payable to the Agent on demand at the rate specified in sec.6.11 for overdue 
principal on the Revolving Credit Loans.

         5.3. LETTER OF CREDIT PAYMENTS. If any draft shall be presented or
other demand for payment shall be made under any Letter of Credit, the Agent
shall notify the Borrower of the date and amount of the draft presented or
demand for payment and of the date and time when it expects to pay such draft or
honor such demand for payment. If the Borrower fails to reimburse the Agent as
provided in sec.5.2 on or before the date that such draft is paid or other
payment is made by the Agent, the Agent may at any time thereafter notify the
Banks of the amount of any such Unpaid Reimbursement Obligation. No later than
3:00 p.m. (Boston time) on the Business Day next following the receipt of such
notice, each Bank shall make available to the Agent, at the Agent's Head Office,
in immediately available funds, such Bank's Commitment Percentage of such Unpaid
Reimbursement Obligation, together with an amount equal to the product of (a)
the average, computed for the period referred to in clause (c) below, of the
weighted average interest rate paid by the Agent for federal funds acquired by
the Agent during each day included in such period, TIMES (b) the amount equal to
such Bank's Commitment Percentage of such Unpaid Reimbursement Obligation, TIMES
(c) a fraction, the numerator of which is the number of days that elapse from
and including the date the Agent paid the draft presented for honor or otherwise
made payment to the date on which such Bank's Commitment Percentage of such
Unpaid Reimbursement obligation shall become immediately available to the Agent,
and the denominator of which is 360. The responsibility of the Agent to the
Borrower and the Banks shall be only to determine that the documents (including
each draft) delivered under each Letter of Credit in 
<PAGE>   35
                                                                         Page 29


connection with such presentment shall be in conformity in all material respects
with such Letter of Credit.

         5.4. OBLIGATIONS ABSOLUTE. The Borrower's obligations under this sec.5
shall be absolute and unconditional under any and all circumstances and
irrespective of the occurrence of any Default or Event of Default or any
condition precedent whatsoever or any setoff, counterclaim or defense to payment
which the Borrower may have or have had against the Agent, any Bank or any
beneficiary of a Letter of Credit. The Borrower further agrees with the Agent
and the Banks that the Agent and the Banks shall not be responsible for, and the
Borrower's Reimbursement Obligations under sec.5.2 shall not be affected by,
among other things, the validity or genuineness of documents or of any
endorsements thereon, even if such documents should in fact prove to be in any
or all respects invalid, fraudulent or forged, or any dispute between or among
the Borrower, the beneficiary of any Letter of Credit or any financing
institution or other party to which any Letter of Credit may be transferred or
any claims or defenses whatsoever of the Borrower against the beneficiary of any
Letter of Credit or any such transferee. The Agent and the Banks shall not be
liable for any error, omission, interruption or delay in transmission, dispatch
or delivery of any message or advice, however transmitted, in connection with
any Letter of Credit. The Borrower agrees that any action taken or omitted by
the Agent or any Bank under or in connection with each Letter of Credit and the
related drafts and documents, if done in good faith, shall be binding upon the
Borrower and shall not result in any liability on the part of the Agent or any
Bank to the Borrower.

         5.5. RELIANCE BY ISSUER. To the extent not inconsistent with sec.5.4,
the Agent shall be entitled to rely, and shall be fully protected in relying
upon, any Letter of Credit, draft, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel, independent accountants and
other experts selected by the Agent. The Agent shall be fully justified in
failing or refusing to take any action under this Credit Agreement unless it
shall first have received such advice or concurrence of the Majority Banks as it
reasonably deems appropriate or it shall first be indemnified to its reasonable
satisfaction by the Banks against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. The
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement in accordance with a request of the Majority Banks,
and such request and any action taken or failure to act pursuant thereto shall
be binding upon the Banks and all future holders of the Revolving Credit Notes
or of a Letter of Credit Participation.

         5.6. LETTER OF CREDIT FEE. The Borrower shall, on the date of issuance
or any extension or renewal of any Letter of Credit and at such other time or
times as such charges are customarily made by the Agent, pay a fee (in each
case, a "Letter of Credit Fee") to the Agent (a) in respect of each standby
Letter of Credit calculated at 
<PAGE>   36
                                                                         Page 30


the rate of the Applicable Margin per annum of the face amount of such standby
Letter of Credit PLUS the Agent's customary issuance fee equal to one-quarter of
one percent (1/4%) of the face amount of such standby Letter of Credit, and (b)
in respect of each documentary Letter of Credit calculated at the rate of the
Applicable Margin per annum on the face amount of such documentary Letter of
Credit PLUS the Agent's customary issuance fee or amendment fee, as the case may
be, equal to one-quarter of one percent (1/4%) of the face amount of such
documentary Letter of Credit, PLUS the Agent's customary time negotiation fee
per document examination, PLUS the Agent's customary negotiation fee, such
Letter of Credit Fee (but not such issuance, amendment, negotiation or document
examination fee) to be for the accounts of the Banks in accordance with their
respective Commitment Percentages.

                         6. CERTAIN GENERAL PROVISIONS.

         6.1. CLOSING FEE. The Borrower agrees to pay to the Agent for the
Agent's own account a closing fee in the amount and at the times set forth in
the Fee Letter.

         6.2. AGENT'S FEE. The Borrower shall pay to the Agent for the Agent's
own account an Agent's fee as provided in the Fee Letter.

         6.3. FUNDS FOR PAYMENTS.

                  6.3.1. PAYMENTS TO AGENT. All payments of principal, interest,
         Reimbursement Obligations, commitment fees, Letter of Credit Fees and
         any other amounts due hereunder or under any of the other Loan
         Documents shall be made to the Agent, for the respective accounts of
         the Banks and the Agent, at the Agent's Head Office or at such other
         location in the Boston, Massachusetts, area that the Agent may from
         time to time designate, in each case in immediately available funds.

                  6.3.2. NO OFFSET, ETC. All payments by the Borrower hereunder
         and under any of the other Loan Documents shall be made without setoff
         or counterclaim and free and clear of and without deduction for any
         taxes, levies, imposts, duties, charges, fees, deductions,
         withholdings, compulsory loans, restrictions or conditions of any
         nature now or hereafter imposed or levied by any jurisdiction or any
         political subdivision thereof or taxing or other authority therein
         unless the Borrower is compelled by law to make such deduction or
         withholding. If any such obligation is imposed upon the Borrower with
         respect to any amount payable by it hereunder or under any of the other
         Loan Documents, the Borrower will pay to the Agent, for the account of
         the Banks or (as the case may be) the Agent, on the date on which such
         amount is due and payable hereunder or under such other Loan Document,
         such additional amount in Dollars as shall be necessary to enable the
         Banks or the Agent to receive the same net amount which the Banks or
         the Agent would have received on such due date had no such obligation
         been imposed upon the Borrower. The Borrower will deliver promptly to
         the Agent certificates or other valid vouchers for all taxes or other
         charges 
<PAGE>   37
                                                                         Page 31


         deducted from or paid with respect to payments made by the Borrower
         hereunder or under such other Loan Document.

         6.4. COMPUTATIONS. All computations of interest on the Base Rate Loans
shall be based on a 365-day year and paid for the actual number of days elapsed.
All computations of interest on the Eurodollar Rate Loans and of commitment
fees, Letter of Credit Fees or other fees shall, unless otherwise expressly
provided herein, be based on a 360-day year and paid for the actual number of
days elapsed. Except as otherwise provided in the definition of the term
"Interest Period" with respect to Eurodollar Rate Loans, whenever a payment
hereunder or under any of the other Loan Documents becomes due on a day that is
not a Business Day, the due date for such payment shall be extended to the next
succeeding Business Day, and interest shall accrue during such extension.

         6.5. INABILITY TO DETERMINE EURODOLLAR RATE. In the event, prior to the
commencement of any Interest Period relating to any Eurodollar Rate Loan, the
Agent shall determine or be notified by the Majority Banks that adequate and
reasonable methods do not exist for ascertaining the Eurodollar Rate that would
otherwise determine the rate of interest to be applicable to any Eurodollar Rate
Loan during any Interest Period, the Agent shall forthwith give notice of such
determination (which shall be conclusive and binding on the Borrower and the
Banks) to the Borrower and the Banks. In such event (a) any Loan Request or
Conversion Request with respect to Eurodollar Rate Loans shall be automatically
withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar
Rate Loan will automatically, on the last day of the then current Interest
Period relating thereto, become a Base Rate Loan, and (c) the obligations of the
Banks to make Eurodollar Rate Loans shall be suspended until the Agent or the
Majority Banks determine that the circumstances giving rise to such suspension
no longer exist, whereupon the Agent or, as the case may be, the Agent upon the
instruction of the Majority BANKS, shall so notify the Borrower and the Banks.

         6.6. ILLEGALITY. Notwithstanding any other provisions herein, if any
present or future law, regulation, treaty or directive or in the interpretation
or application thereof shall make it unlawful for any Bank to make or maintain
Eurodollar Rate Loans, such Bank shall forthwith give notice of such
circumstances to the Borrower and the other Banks and thereupon (a) the
commitment of such Bank to make Eurodollar Rate Loans or convert Loans of
another Type to Eurodollar Rate Loans shall forthwith be suspended and (b) such
Bank's Revolving Credit Loans then outstanding as Eurodollar Rate Loans, if any,
shall be converted automatically to Base Rate Loans on the last day of each
Interest Period applicable to such Eurodollar Rate Loans or within such earlier
period as may be required by law. The Borrower hereby agrees promptly to pay the
Agent for the account of such Bank, upon demand by such Bank, any additional
amounts necessary to compensate such Bank for any costs incurred by such Bank in
making any conversion in accordance with this sec.6.6, including any interest or
fees payable by such Bank to lenders of funds obtained by it in order to make or
maintain its Eurodollar Rate Loans hereunder.
<PAGE>   38
                                                                         Page 32


         6.7. ADDITIONAL COSTS, ETC. If any introduction, adoption or change in
any applicable law or regulation, which expression, as used herein, includes
statutes, rules and regulations thereunder or changes in the interpretations
thereof by any competent court or by any governmental or other regulatory body
or official charged with the administration or the interpretation thereof and
requests, directives, instructions and notices at any time or from time to time
hereafter made upon or otherwise issued to any Bank or the Agent by any central
bank or other fiscal, monetary or other authority (whether or not having the
force of law), shall:

                  (a) subject any Bank or the Agent to any tax, levy, impost,
         duty, charge, fee, deduction or withholding of any nature with respect
         to this Credit Agreement, the other Loan Documents, any Letters of
         Credit, such Bank's Commitment or the Loans (other than taxes based
         upon or measured by the income or profits of such Bank or the Agent),
         or

                  (b) materially change the basis of taxation (except for
         changes in taxes on income or profits) of payments to any Bank of the
         principal of or the interest on any Loans or any other amounts payable
         to any Bank or the Agent under this Credit Agreement or any of the
         other Loan Documents, or

                  (c) impose or increase or render applicable (other than to the
         extent specifically provided for elsewhere in this Credit Agreement)
         any special deposit, reserve, assessment, liquidity, capital adequacy
         or other similar requirements (whether or not having the force of law)
         against assets held by, or deposits in or for the account of, or loans
         by, or letters of credit issued by, or commitments of an office of any
         Bank, or

                  (d) impose on any Bank or the Agent any other conditions or
         requirements with respect to this Credit Agreement, the other Loan
         Documents, any Letters of Credit, the Loans, such Bank's Commitment, or
         any class of loans, letters of credit or commitments of which any of
         the Loans or such Bank's Commitment forms a part, and the result of any
         of the foregoing is

                           (i) to increase the cost to any Bank of making,
                  funding, issuing, renewing, extending or maintaining any of
                  the Loans or such Bank's Commitment or any Letter of Credit,
                  or

                           (ii) to reduce the amount of principal, interest,
                  Reimbursement Obligation or other amount payable to such Bank
                  or the Agent hereunder on account of such Bank's Commitment,
                  any Letter of Credit or any of the Loans, or

                           (iii) to require such Bank or the Agent to make any
                  payment or to forego any interest or Reimbursement Obligation
                  or other sum payable hereunder, the amount of which payment or
                  foregone interest or Reimbursement Obligation or other sum is
                  calculated by reference 

<PAGE>   39
                                                                         Page 33


                  to the gross amount of any sum receivable or deemed received
                  by such Bank or the Agent from the Borrower hereunder,

then, and in each such case, the Borrower will, upon demand made by such Bank or
(as the case may be) the Agent at any time and from time to time and as often as
the occasion therefor may arise, pay to such Bank or the Agent such additional
amounts as will be sufficient to compensate such Bank or the Agent for such
additional cost, reduction, payment or foregone interest or Reimbursement
Obligation or other sum.

         6.8. CAPITAL ADEQUACY. If after the Closing Date any Bank or the Agent
determines that (a) the adoption of or change in any law, governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law) regarding capital requirements for banks or bank holding companies or any
change in the interpretation or application thereof by a court or governmental
authority with appropriate jurisdiction, or (b) compliance by such Bank or the
Agent or any corporation controlling such Bank or the Agent with any law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) of any such entity regarding capital adequacy, has the
effect of reducing the return on such Bank's or the Agent's commitment with
respect to any Loans to a level below that which such Bank or the Agent could
have achieved but for such adoption, change or compliance (taking into
consideration such Bank's or the Agent's then existing policies with respect to
capital adequacy and assuming full utilization of such entity's capital) by any
amount deemed by such Bank or (as the case may be) the Agent to be material,
then such Bank or the Agent may notify the Borrower of such fact. To the extent
that the amount of such reduction in the return on capital is not reflected in
the Base Rate, the Borrower and such Bank shall thereafter attempt to negotiate
in good faith, within thirty (30) days of the day on which the Borrower receive
such notice, an adjustment payable hereunder that will adequately compensate
such Bank in light of these circumstances. If the Borrower and such Bank are
unable to agree to such adjustment within thirty (30) days of the date on which
the Borrower receive such notice, then commencing on the date of such notice
(but not earlier than the effective date of any such increased capital
requirement), the fees payable hereunder shall increase by an amount that will,
in such Bank's reasonable determination, provide adequate compensation. Each
Bank shall allocate such cost increases among its customers in good faith and on
an equitable basis.

         6.9. CERTIFICATE. A certificate setting forth any additional amounts
payable pursuant to secs.6.7 or 6.8 and a brief explanation of such amounts
which are due, submitted by any Bank or the Agent to the Borrower, shall be
conclusive, absent manifest error, that such amounts are due and owing.

         6.10. INDEMNITY. The Borrower agrees to indemnify each Bank and to hold
each Bank harmless from and against any loss, cost or expense that such Bank may
sustain or incur as a consequence of (a) default by the Borrower in payment of
the principal amount of or any interest on any Eurodollar Rate Loans as and when
due and payable, including any such loss or expense arising from interest or
fees 
<PAGE>   40
                                                                         Page 34


payable by such Bank to lenders of funds obtained by it in order to maintain its
Eurodollar Rate Loans, (b) default by the Borrower in making a borrowing or
conversion after the Borrower has given (or is deemed to have given) a Loan
Request, notice (in the case of all or any portion of the Term Loans pursuant to
sec.4.5.2) or a Conversion Request relating thereto in accordance with sec.2.7,
sec.2.8 or sec.4.5 or (c) the making of any payment of a Eurodollar Rate Loan or
the making of any conversion of any such Loan to a Base Rate Loan on a day that
is not the last day of the applicable Interest Period with respect thereto,
including interest or fees payable by such Bank to lenders of funds obtained by
it in order to maintain any such Loans.

         6.11. INTEREST AFTER DEFAULT. Overdue principal and (to the extent
permitted by applicable law) interest on the Loans and all other overdue amounts
payable hereunder or under any of the other Loan Documents shall bear interest
compounded monthly and payable on demand at a rate per annum equal to two
percent (2%) above the Base Rate until such amount shall be paid in full (after
as well as before judgment).

         6.12. REPLACEMENT BANK. Within thirty (30) days after (a) any Bank has
demanded compensation from the Borrower pursuant to secs.6.3.2, 6.7 or 6.8
hereof, or (b) there shall have occurred a change in law with respect to any
Bank as a consequence of which it shall have become unlawful for such Bank to
make a Eurodollar Rate Loan on any Drawdown Date, as described in sec.6.6 hereof
(any such Bank described in the foregoing clauses (a) or (b) is hereinafter
referred to as an "Affected Bank"), the Borrower may request that the other
Banks (collectively, the "Non-Affected Banks") acquire all, but not less than
all, of the Affected Bank's outstanding Loans and assume all, but not less than
all of the Affected Bank's Commitment. If the Borrower so requests, the
Non-Affected Banks may elect to acquire all or any portion of the Affected
Bank's Commitment. If the Non-Affected Banks do not elect to acquire and assume
all of the Affected Bank's outstanding Loans and Commitment, the Borrower may
designate a replacement bank or banks, which must be an Eligible Assignee and
must be reasonably satisfactory to the Agent, to acquire and assume that portion
of the outstanding Loans and Commitment of the Affected Bank not being acquired
and assumed by the Non-Affected Banks. The provisions of sec.20 hereof shall
apply to all reallocations pursuant to this sec.6.12, and the Affected Bank and
any Non-Affected Banks and/or replacement banks which are to acquire the Loans
and Commitment of the Affected Bank shall execute and deliver to the Agent, in
accordance with the provisions of sec.20 hereof, such Assignment and Acceptances
and other instruments, including, without limitation, Notes, as are required
pursuant to sec.20 hereof to give effect to such reallocations. On the effective
date of the applicable Assignments and Acceptances, the Borrower shall pay to
the Affected Bank all interest accrued on its Loans up to but excluding such
date, along with any fees payable to such Affected Bank hereunder up to but
excluding such date.



<PAGE>   41
                                                                         Page 35


                                 7. GUARANTIES.

         7.1. GUARANTY.

                  7.1.1. GUARANTY OF PAYMENT AND PERFORMANCE. The Guarantors
         hereby acknowledge that the Guarantors are members of a group of
         related corporations, the success of any one of which is dependent in
         part on the success of the other members of such group, and each
         Guarantor expects to receive substantial direct and indirect benefits
         from the extensions of credit to the Borrower by the Banks pursuant to
         the Credit Agreement (which benefits are hereby acknowledged). Each of
         the Guarantors hereby jointly and severally guarantees to the Banks and
         the Agent the full and punctual payment when due (whether at stated
         maturity, by required pre-payment, by acceleration or otherwise), as
         well as the performance, of all of the Obligations including all such
         which would become due but for the operation of the automatic stay
         pursuant to sec.362(a) of the Federal Bankruptcy Code and the operation
         of secs.502(b) and 506(b) of the Federal Bankruptcy Code. This
         guaranty is an absolute, unconditional and continuing guaranty of the
         full and punctual payment and performance of all of the Obligations and
         not of their collectibility only and is in no way conditioned upon any
         requirement that the Agent or any Bank first attempt to collect any of
         the Obligations from the Borrower or any other Guarantor or resort to
         any collateral security or other means of obtaining payment. Should the
         Borrower default in the payment or performance of any of the
         Obligations, the obligations of each of the Guarantors hereunder with
         respect to such Obligations in default shall, upon demand by the Agent,
         become immediately due and payable to the Agent, for the benefit of the
         Banks and the Agent, without demand or notice of any nature, all of
         which are expressly waived by each of the Guarantors. Payments by any
         of the Guarantors hereunder may be required by the Agent on any number
         of occasions. All payments by the Guarantors hereunder shall be made to
         the Agent, in the manner and at the place of payment specified in this
         Agreement, for the account of the Banks and the Agent.

                  7.1.2. GUARANTORS' AGREEMENT TO PAY ENFORCEMENT COSTS. Each of
         the Guarantors further agrees, as the principal obligor and not as a
         guarantor only, to pay to the Agent, on demand, all costs and expenses
         (including court costs and legal expenses) incurred or expended by the
         Agent or any Bank in connection with the Obligations, this guaranty and
         the enforcement thereof, together with interest on amounts recoverable
         under this sec.7.1 from the time when such amounts become due until
         payment, whether before or after judgment, at the rate of interest for
         overdue principal set forth in the Credit Agreement, provided that if
         such interest exceeds the maximum amount permitted to be paid under
         applicable law, then such interest shall be reduced to such maximum
         permitted amount.

<PAGE>   42
                                                                         Page 36


                  7.1.3. WAIVERS BY GUARANTORS; BANKS FREEDOM TO ACT. Each of
         the Guarantors agrees that the Obligations will be paid and performed
         strictly in accordance with their respective terms, regardless of any
         law, regulation or order now or hereafter in effect in any jurisdiction
         affecting any of such terms or the rights of the Agent or any Bank with
         respect thereto. Each of the Guarantors waives promptness, diligences,
         presentment, demand, protest, notice of acceptance, notice of any
         Obligations incurred and all other notices of any kind, all defenses
         which may be available by virtue of any valuation, stay, moratorium law
         or other similar law now or hereafter in effect, any right to require
         the marshalling of assets of the Borrower or any other entity or other
         person primarily or secondarily liable with respect to any of the
         Obligations, and all suretyship defenses generally. Without limiting
         the generality of the foregoing, each of the Guarantors agrees to the
         provisions of any instrument evidencing, securing or otherwise executed
         in connection with any Obligation and agrees that the obligations of
         such Guarantor hereunder shall not be released or discharged, in whole
         or in part, or otherwise affected by (a) the failure of the Agent or
         any Bank to assert any claim or demand or to enforce any right or
         remedy against the Borrower or any other entity or other person
         primarily or secondarily liable with respect to any of the Obligations;
         (b) any extensions, compromise, refinancing, consolidation or renewals
         of any Obligation; (c) any change in the time, place or manner of
         payment of any of the Obligations or any rescissions, waivers,
         compromise, refinancing, consolidation or other amendments or
         modifications of any of the terms or provisions of the Credit
         Agreement, the Notes, the other Loan Documents or any other agreement
         evidencing, securing or otherwise executed in connection with any of
         the Obligations, (d) the addition, substitution or release of any
         entity or other person primarily or secondarily liable for any
         Obligation; (e) the adequacy of any rights which the Agent or any Bank
         may have against any collateral security or other means of obtaining
         repayment of any of the Obligations; (f) the impairment of any
         collateral securing any of the Obligations, including without
         limitation the failure to perfect or preserve any rights which the
         Agent or any Bank might have in such collateral security or the
         substitution, exchange, surrender, release, loss or destruction of any
         such collateral security; or (g) any other act or omission which might
         in any manner or to any extent vary the risk of such Guarantor or
         otherwise operate as a release or discharge of such Guarantor, all of
         which may be done without notice to such Guarantor. To the fullest
         extent permitted by law, each of the Guarantors hereby expressly waives
         any and all rights or defenses arising by reason of (i) any "one
         action" or "anti-deficiency" law which would otherwise prevent the
         Agent or any Bank from bringing any action, including any claim for a
         deficiency, or exercising any other right or remedy (including any
         right of set-off), against such Guarantor before or after the Agent's
         or such Bank's commencement or completion of any foreclosure action,
         whether judicially, by exercise of power of sale or 
<PAGE>   43
                                                                         Page 37


         otherwise, or (ii) any other law which in any other way would otherwise
         require any election of remedies by the Agent or any Bank.

                  7.1.4. UNENFORCEABILITY AGAINST BORROWER. If for any reason
         the Borrower has no legal existence or is under no legal obligation to
         discharge any of the Obligations, or if any of the Obligations have
         become irrecoverable from the Borrower by reason of the Borrower's
         insolvency, bankruptcy or reorganization or by other operation of law
         or for any other reason, this guaranty shall nevertheless be binding on
         each of the Guarantors to the same extent as if such Guarantor at all
         times had been the principal obligor on all such Obligations. In the
         event that acceleration of the time for payment of any of the
         Obligations is stayed upon the insolvency, bankruptcy or reorganization
         of the Borrower, or for any other reason, all such amounts otherwise
         subject to acceleration under the terms of the Credit Agreement, the
         Notes, the other Loan Documents or any other agreement evidencing,
         securing or otherwise executed in connection with any Obligation shall
         be immediately due and payable by each of the Guarantors.

                  7.1.5. SUBROGRATION; SUBORDINATION. (a) Until the final
         payment and performance in full of all of the Obligations, each of the
         Guarantors shall not exercise and hereby waives any rights against the
         Borrower arising as a result of payment by such Guarantor hereunder, by
         way of subrogation, reimbursement, restitution, contribution or
         otherwise, and will not prove any claim in competition with the Agent
         or any Bank in respect of any payment hereunder in any bankruptcy,
         insolvency or reorganization case or proceedings of any nature; such
         Guarantor will not claim any setoff, recoupment or counterclaim against
         the Borrower in respect of any liability of such Guarantor to the
         Borrower; and such Guarantor waives any benefit of and any right to
         participate in any collateral security which may be held by the Agent
         or any Bank; and (b) the payment of any amounts due with respect to any
         indebtedness of the Borrower for money borrowed or credit received now
         or hereafter owed to any of the Guarantors is hereby subordinated to
         the prior payment in full of all of the Obligations. Each of the
         Guarantor agrees that, after the occurrence of any default in the
         payment or performance of any of the Obligations, such Guarantor will
         not demand, sue for or otherwise attempt to collect any such
         indebtedness of the Borrower to such Guarantor until all of the
         Obligations shall have been paid in full. If, notwithstanding the
         foregoing sentence, such Guarantor shall collect, enforce or receive
         any amounts in respect of such indebtedness while any Obligations are
         still outstanding, such amounts shall be collected, enforced and
         received by such Guarantor as trustee for the Banks and the Agent and
         be paid over to the Agent, for the benefit of the Banks and the Agent,
         on account of the Obligations without affecting in any manner the
         liability of such Guarantor under the other provisions of this
         guaranty. The provisions of this sec.7.1.5 shall be supplemental to and
         not in 
<PAGE>   44
                                                                         Page 38


         derogation of any rights and remedies of the Banks and the Agent under
         any separate subordination agreement which the Agent may at any time
         and from time to time enter into with any of the Guarantors for the
         benefit of the Banks and the Agent.

                  7.1.6. SECURITY; SETOFF. Each of such Guarantors grants to
         each of the Agent and the Banks, as security for the full and punctual
         payment and performance of all of such Guarantor's obligations
         hereunder, a continuing lien on and security interest in all securities
         or other property belonging to such Guarantor now or hereafter held by
         the Agent or such Bank and in all deposits (general or special, time or
         demand, provisional or final) and other sums credited by or due from
         the Agent or such Bank to such Guarantor or subject to withdrawal by
         such Guarantor. Upon the occurrence and during the continuance of any
         Event of Default, each Bank is hereby authorized at any time and from
         time to time, without notice (any such notice being expressly waived
         hereby) and to the fullest extent permitted by law and without regard
         to any collateral or other source of payment whatsoever, to set off and
         apply any and all deposits (general or specific, time or demand,
         provisional or final, regardless of currency, maturity, or the branch
         of the Bank where the deposits are held) at any time held or other sums
         credited by or due from any of the Banks to any of the Guarantors
         against any and all Obligations of the Borrower and the Guarantors to
         the Banks. Each of the Banks agrees with the other Banks that (a) if an
         amount to be set off is to be applied to Indebtedness of the Borrower
         or Guarantor to a Bank, other than Indebtedness evidenced by the then
         outstanding Loans or Reimbursement Obligations held by all of the
         Banks, such amount shall be applied ratably to such other Indebtedness
         and to the Indebtedness evidenced by all Outstanding Loans or
         Reimbursement Obligations of such Bank, and (b) if a Bank shall receive
         from the Borrower or Guarantor whether by voluntary payment, exercise
         of the right of set-off, counterclaim, cross action, enforcement of the
         claim related to Loans by a Bank by proceedings against the Borrower or
         such Guarantor at law or in equity or by proof thereof in bankruptcy,
         reorganization, liquidation, receivership or similar proceedings, or
         otherwise, any payment so received shall be shared so as to give effect
         to the provisions of sec.15.

                  7.1.7. FURTHER ASSURANCES. Each of such Guarantors agrees that
         it will from time to time, at the request of the Agent, do all such
         things and execute all such documents as the Agent may consider
         necessary or desirable to give full effect to this guaranty and to
         perfect and preserve the rights and powers of the Banks and the Agent
         hereunder. Each of the Guarantors acknowledges and confirms that such
         Guarantor itself has established its own adequate means of obtaining
         from the Borrower on a continuing basis all information desired by such
         Guarantor concerning the financial condition of the Borrower and that
         such Guarantor will look to the Borrower and not to the Agent or any
         Bank in order for such 
<PAGE>   45
                                                                         Page 39


         Guarantor to keep adequately informed of changes in the Borrower's
         financial condition.

                  7.1.8. TERMINATION; REINSTATEMENT. This guaranty shall remain
         in full force and effect until the Agent is given written notice of the
         Guarantors' intention to discontinue this Guaranty, notwithstanding any
         intermediate or temporary payment or settlement of the whole or any
         part of the Obligations. No such notice shall be effective unless
         received and acknowledged by an officer of the Agent at the address of
         the Agent for notices set forth in sec.21 of the Credit Agreement. No
         such notice shall affect any rights of the Agent or any Bank hereunder
         with respect to any Obligations incurred or accrued prior to the
         receipt of such notice or any Obligations incurred or accrued pursuant
         to any contract or commitment in existence prior to such receipt. This
         Guaranty shall continue to be effective or be reinstated,
         notwithstanding any such notice, if at any time any payment made or
         value received with respect to any Obligation is rescinded or must
         otherwise be returned by the Agent or any Bank upon the insolvency,
         bankruptcy or reorganization of the Borrower, or otherwise, all as
         though such payment had not been made or value received.

                       8. REPRESENTATIONS AND WARRANTIES.

         The Borrower and the Guarantors represents and warrants to the Banks
and the Agent as follows:

         8.1. CORPORATE AUTHORITY.

                  8.1.1. INCORPORATION; GOOD STANDING. Each of the Borrower, the
         Guarantors and their Subsidiaries (a) is a corporation duly organized,
         validly existing and in good standing under the laws of its state of
         incorporation, (b) has all requisite corporate power to own its
         property and conduct its business as now conducted and as presently
         contemplated, and (c) is in good standing as a foreign corporation and
         is duly authorized to do business in each jurisdiction where such
         qualification is necessary except where a failure to be so qualified
         would not have a materially adverse effect on the business, assets or
         financial condition of the Borrower, the Guarantors or any such
         Subsidiary.

                  8.1.2. AUTHORIZATION. The execution, delivery and performance
         of this Credit Agreement and the other Loan Documents to which the
         Borrower, the Guarantors or any of their Subsidiaries is or is to
         become a party and the transactions contemplated hereby and thereby (a)
         are within the corporate authority of such Person, (b) have been duly
         authorized by all necessary corporate proceedings, (c) do not conflict
         with or result in any breach or contravention of any provision of law,
         statute, rule or regulation to which the Borrower, any Guarantor or any
         of their respective Subsidiaries is subject or any judgment, order,
         writ, injunction, license or permit applicable 
<PAGE>   46
                                                                         Page 40


         to the Borrower, any Guarantor or any of their respective Subsidiaries
         and (d) do not conflict with any provision of the corporate charter or
         bylaws of, or any agreement or other instrument binding upon, the
         Borrower, any Guarantor or any of their respective Subsidiaries.

                  8.1.3. ENFORCEABILITY. The execution and delivery of this
         Credit Agreement and the other Loan Documents to which the Borrower,
         the Guarantors or any of their Subsidiaries is or is to become a party
         will result in valid and legally binding obligations of such Person
         enforceable against it in accordance with the respective terms and
         provisions hereof and thereof, except as enforceability is limited by
         bankruptcy, insolvency, reorganization, moratorium or other laws
         relating to or affecting generally the enforcement of creditors' rights
         and except to the extent that availability of the remedy of specific
         performance or injunctive relief is subject to the discretion of the
         court before which any proceeding therefor may be brought.

         8.2. GOVERNMENTAL APPROVALS. The execution, delivery and performance by
the Borrower, the Guarantors and any of their Subsidiaries of this Credit
Agreement and the other Loan Documents to which the Borrower, the Guarantors or
any of their Subsidiaries is or is to become a party and the transactions
contemplated hereby and thereby do not require the approval or consent of, or
filing with, any governmental agency or authority other than those already
obtained.


         8.3. TITLE TO PROPERTIES; LEASES. Except as indicated on SCHEDULE 8.3
hereto, the Borrower, the Guarantors and their Subsidiaries own all of the
assets reflected in the consolidated balance sheet of the Borrower and their
Subsidiaries as at the Balance Sheet Date or acquired since that date (except
property and assets sold or otherwise disposed of in the ordinary course of
business since that date), subject to no rights of others, including any
mortgages, leases, conditional sales agreements, title retention agreements,
liens or other encumbrances except Permitted Liens.

         8.4. FINANCIAL STATEMENTS AND PROJECTIONS.

                  8.4.1. FINANCIAL STATEMENTS. There has been furnished to each
         of the Banks a consolidated balance sheet of the Borrower and its
         Subsidiaries as at the Balance Sheet Date, and a consolidated statement
         of income of the Borrower and its Subsidiaries for the fiscal year then
         ended, certified by Coopers & Lybrand. Such balance sheet and statement
         of income have been prepared in accordance with generally accepted
         accounting principles and fairly present the financial condition of the
         Borrower as at the close of business on the date thereof and the
         results of operations for the fiscal year then ended. There are no
         contingent liabilities of the Borrower or any of its Subsidiaries as of
         such date involving material amounts, known to the officers of the
         Borrower, which were not disclosed in such balance sheet and the notes
         related thereto.

<PAGE>   47
                                                                         Page 41



                  8.4.2. PROJECTIONS. The projections of the annual operating
         budgets of the Borrower and its Subsidiaries on a consolidated basis,
         balance sheets and cash flow statements for the 1997 to 2000 fiscal
         years, copies of which have been delivered to each Bank, disclose all
         assumptions made with respect to general economic, financial and market
         conditions used in formulating such projections. To the knowledge of
         the Borrower or any of its Subsidiaries, no facts exist that
         (individually or in the aggregate) would result in any material change
         in any of such projections. The projections are based upon reasonable
         estimates and assumptions, have been prepared on the basis of the
         assumptions stated therein and reflect the reasonable estimates of the
         Borrower and its Subsidiaries of the results of operations and other
         information projected therein.

         8.5. NO MATERIAL CHANGES, ETC. Since the Balance Sheet Date there has
occurred no materially adverse change in the financial condition or business of
the Borrower, the Guarantors and their Subsidiaries, taken as a whole, as shown
on or reflected in the consolidated balance sheet of the Borrower and its
Subsidiaries as at the Balance Sheet Date, or the consolidated statement of
income for the fiscal year then ended, other than changes in the ordinary course
of business that have not had any Material Adverse Effect. Since the Balance
Sheet Date, the Borrower has not made any Distributions.

         8.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC. The Borrower, the Guarantors
and their Subsidiaries possesses all franchises, patents, copyrights,
trademarks, trade names, licenses and permits, and rights in respect of the
foregoing, adequate for the conduct of its business substantially as now
conducted without known conflict with any rights of others, unless such conflict
would not have a Material Adverse Effect.

         8.7. LITIGATION. Except as set forth in SCHEDULE 8.7 hereto, there are
no actions, suits, proceedings or investigations of any kind pending or
threatened against the Borrower, the Guarantors or any of their Subsidiaries
before any court, tribunal or administrative agency or board that could
reasonably be expected to, either in any case or in the aggregate, have a
Materially Adversely Effect or materially impair the right of the Borrower, the
Guarantors and their Subsidiaries, considered as a whole, to carry on business
substantially as now conducted by them, or result in any substantial liability
not adequately covered by insurance, or for which adequate reserves are not
maintained on the consolidated balance sheet of the Borrower and its
Subsidiaries, or which question the validity of this Credit Agreement or any of
the other Loan Documents, or any action taken or to be taken pursuant hereto or
thereto.

         8.8. NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Borrower, any
Guarantor nor any of their respective Subsidiaries is subject to any charter,
corporate or other legal restriction, or any judgment, decree, order, rule or
regulation that has or is expected in the future to have a Materially Adverse
Effect. Neither the Borrower, any Guarantor nor any of their Subsidiaries is a
party to any 
<PAGE>   48
                                                                         Page 42


contract or agreement that has or is expected, in the judgment of the Borrower's
officers, to have any Materially Adverse Effect.

         8.9. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. Neither the
Borrower, any Guarantor nor any of their Subsidiaries is in violation of any
provision of its charter documents, bylaws, or any agreement or instrument to
which it may be subject or by which it or any of its properties may be bound or
any decree, order, judgment, statute, license, rule or regulation, in any of the
foregoing cases in a manner that could result in the imposition of substantial
penalties or have a Material Adverse Effect.

         8.10. TAX STATUS. The Borrower, the Guarantors and their Subsidiaries
(a) have made or filed all federal and state income and all other tax returns,
reports and declarations required by any jurisdiction to which any of them is
subject, (b) have paid all taxes and other governmental assessments and charges
shown or determined to be due on such returns, reports and declarations, except
those being contested in good faith and by appropriate proceedings and (c) have
set aside on their books provisions reasonably adequate for the payment of all
taxes for periods subsequent to the periods to which such returns, reports or
declarations apply. There are no unpaid taxes in any material amount claimed to
be due by the taxing authority of any jurisdiction, and the officers of the
Borrower know of no basis for any such claim.

         8.11. NO EVENT OF DEFAULT. No Default or Event of Default has occurred
and is continuing.

         8.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. Neither the
Borrower, any Guarantor nor any of their Subsidiaries is a "holding company", or
a "subsidiary company" of a "holding company", or an affiliate" of a "holding
company", as such terms are defined in the Public Utility Holding Company Act of
1935; nor is it an "investment company", or an "affiliated company" or a
"principal underwriter" of an "investment company", as such terms are defined in
the Investment Company Act of 1940.

         8.13. ABSENCE OF FINANCING STATEMENTS, ETC. Except with respect to
Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry or other public office, that purports to cover, affect
or give notice of any present or possible future lien on, or security interest
in, any assets or property of the Borrower, any Guarantor or any of their
Subsidiaries or any rights relating thereto.

         8.14. CERTAIN TRANSACTIONS. Except for arm's length transactions
pursuant to which the Borrower, the Guarantors or any of their Subsidiaries
makes payments in the ordinary course of business upon terms no less favorable
than the Borrower, such Guarantor or such Subsidiary could obtain from third
parties, none of the officers, directors, or employees of the Borrower,
Guarantor or any of their 

<PAGE>   49
                                                                         Page 43


Subsidiaries is presently a party to any transaction with the Borrower, any
Guarantor or any of their Subsidiaries (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Borrower or
Guarantors, any corporation, partnership, trust or other entity in which any
officer, director, or any such employee has a substantial interest or is an
officer, director, trustee or partner.

         8.15. EMPLOYEE BENEFIT PLANS.

                  8.15.1. IN GENERAL. Each Employee Benefit Plan and each
         Guaranteed Pension Plan has been maintained and operated in compliance
         in all material respects with the provisions of ERISA and, to the
         extent applicable, the Code, including but not limited to the
         provisions thereunder respecting prohibited transactions and the
         bonding of fiduciaries and other persons handling plan funds as
         required by sec.412 of ERISA. The Borrower has heretofore delivered to
         the Agent the most recently completed annual report, Form 5500, if any,
         with all required attachments, and actuarial statement required to be
         submitted under sec.103(d) of ERISA, with respect to each Guaranteed
         Pension Plan.

                  8.15.2. TERMINABILITY OF WELFARE PLANS. No Employee Benefit
         Plan which is an employee welfare benefit plan within the meaning of
         sec.3(1) or sec.3(2)(B) of ERISA provides benefit coverage subsequent 
         to termination of employment except as required by Title I, Part 6 of
         ERISA or applicable state insurance laws. The Borrower may terminate
         each such Plan at any time (or at any time subsequent to the expiration
         of any applicable bargaining agreement) in the discretion of the
         Borrower without liability to any Person other than for claims arising
         prior to termination.

                  8.15.3. GUARANTEED PENSION PLANS. Each contribution required
         to be made to a Guaranteed Pension Plan, whether required to be made to
         avoid the incurrence of an accumulated funding deficiency, the notice
         or lien provisions of sec.302(f) of ERISA, or otherwise, has been 
         timely made. No waiver of an accumulated funding deficiency or
         extension of amortization periods has been received with respect to    
         any Guaranteed Pension Plan, and neither the Borrower nor any ERISA
         Affiliate is obligated to or has posted security in connection with an
         amendment of a guaranteed Pension Plan pursuant to sec.307 of ERISA or
         sec.401(a)(29) of the Code. No liability to the PBGC (other than
         required insurance premiums, all of which have been paid) has been
         incurred by the Borrower or any ERISA Affiliate with respect to any
         Guaranteed Pension Plan and there has not been any ERISA Reportable
         Event, or any other event or condition which presents a material risk
         of termination of any Guaranteed Pension Plan by the PBGC. Based on
         the latest valuation of each Guaranteed Pension Plan (which in each
         case occurred within twelve months of the date of this
         representation), and on the 
<PAGE>   50
                                                                         Page 44


         actuarial methods and assumptions employed for that valuation, the
         aggregate benefit liabilities of all such Guaranteed Pension Plans
         within the meaning of sec.4001 of ERISA did not exceed the aggregate
         value of the assets of all such Guaranteed Pension Plans, disregarding
         for this purpose the benefit liabilities and assets of any Guaranteed
         Pension Plan with assets in excess of benefit liabilities.

                  8.15.4. MULTIEMPLOYER PLANS. Neither the Borrower, the
         Guarantors nor any ERISA Affiliate has incurred any material liability
         (including secondary liability) to any Multiemployer Plan as a result
         of a complete or partial withdrawal from such Multiemployer Plan under
         sec.4201 of ERISA or as a result of a sale of assets described in
         sec.4204 of ERISA. Neither the Borrower, the Guarantors nor any ERISA
         Affiliate has been notified that any Multiemployer Plan is in
         reorganization or insolvent under and within the meaning of sec.4241 or
         sec.4245 of ERISA or is at risk of entering reorganization or becoming
         insolvent, or that any Multiemployer Plan intends to terminate or has
         been terminated under sec.4041A of ERISA.

         8.16. REGULATIONS U AND X. The proceeds of the Loans shall be used for
working capital and general corporate purposes (including, without limitation,
to finance acquisitions permitted hereunder) and to repurchase its capital stock
to be held as treasury stock, restored to unissued status or eliminated from its
authorized shares, provided that such purchase does not violate Regulation U of
the Board of Governors of the Federal Reserve System. The Borrower will obtain
Letters of Credit solely for working capital and general corporate purposes. No
portion of any Loan is to be used, and no portion of any Letter of Credit is to
be obtained, for the purpose of purchasing or carrying any "margin security" or
"margin stock" as such terms are used in Regulations U and X of the Board of
Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224 if such a
use would violate Regulations U or X of the Board of Governors of the Federal
Reserve System.

         8.17. ENVIRONMENTAL COMPLIANCE. The Borrower and the Guarantors have
taken all reasonable steps to investigate the past and present condition and
usage of the Real Estate and the operations conducted thereon and, based upon
such investigation, has determined that:

                  (a) none of the Borrower, the Guarantors, their Subsidiaries
         or any operator of the Real Estate or any operations thereon is in
         violation, or alleged violation, of any judgment, decree, order, law,
         license, rule or regulation pertaining to environmental matters,
         including without limitation, those arising under the Resource
         Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental
         Response, Compensation and Liability Act of 1980 as amended ("CERCLA"),
         the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the
         Federal Clean Water Act, the Federal Clean Air Act, the Toxic
         Substances Control Act, or any state or local statute, regulation,
         ordinance, order or decree relating to health, safety or the
<PAGE>   51
                                                                         Page 45



         environment (hereinafter "Environmental Laws"), which violation would
         have a Material Adverse Effect;

                  (b) neither the Borrower, the Guarantors nor any of their
         Subsidiaries has received notice from any third party including,
         without limitation, any federal, state or local governmental authority,
         (i) that any one of them has been identified by the United States
         Environmental Protection Agency ("EPA") as a potentially responsible
         party under CERCLA with respect to a site listed on the National
         Priorities List, 40 C.F.R. Part 300 Appendix B unless being so
         identified could not reasonably be expected to have a Material Adverse
         Effect; (ii) that any hazardous waste, as defined by 42 U.S.C.
         sec.6903(5), any hazardous substances as defined by 42 U.S.C.
         sec.9601(14), any pollutant or contaminant as defined by 42 U.S.C.
         sec.9601(33) and any toxic substances, oil or hazardous materials or
         other chemicals or substances regulated by any Environmental Laws
         ("Hazardous Substances") which any one of them has generated,
         transported or disposed of has been found at any site at which a
         federal, state or local agency or other third party has conducted or
         has ordered that the Borrower, any Guarantor or any of their
         Subsidiaries conduct a remedial investigation, removal or other
         response action pursuant to any Environmental Law, unless the failure
         to respond to such Environmental Law could not reasonably be expected
         to have a Material Adverse Effect; or (iii) that it is or shall be a
         named party to any claim, action, cause of action, complaint, or legal
         or administrative proceeding (in each case, contingent or otherwise)
         arising out of any third party's incurrence of costs, expenses, losses
         or damages of any kind whatsoever in connection with the release of
         Hazardous Substances and such a claim, action, cause of action,
         complaint or proceeding, if adversely determined, would have a Material
         Adverse Effect;

                  (c) except as set forth on SCHEDULE 8.17 attached hereto: (i)
         no portion of the Real Estate has been used for the handling,
         processing, storage or disposal of Hazardous Substances except in
         accordance with applicable Environmental Laws or where such a violation
         of any applicable Environmental Law would not have a Material Adverse
         Effect; and no underground tank or other underground storage receptacle
         for Hazardous Substances is located on any portion of the Real Estate;
         (ii) in the course of any activities conducted by the Borrower, the
         Guarantors, its Subsidiaries or operators of its properties, no
         Hazardous Substances have been generated or are being used on the Real
         Estate except in accordance with applicable Environmental Laws or where
         such a violation of any applicable Environmental Law would not have a
         Material Adverse Effect; (iii) there have been no releases (i.e. any
         past or present releasing, spilling, leaking, pumping, pouring,
         emitting, emptying, discharging, injecting, escaping, disposing or
         dumping) or threatened releases of Hazardous Substances on, upon, into
         or from the properties of the Borrower, the Guarantors or its
         Subsidiaries, which releases would have a Material Adverse Effect; (iv)
         to the best of each Borrower's and Guarantor's knowledge, there have
         been no 
<PAGE>   52
                                                                         Page 46


         releases on, upon, from or into any real property in the vicinity of
         any of the Real Estate which, through soil or groundwater
         contamination, may have come to be located on, and which would have a
         material adverse effect on the value of, the Real Estate; and (v) in
         addition, any Hazardous Substances that have been generated on any of
         the Real Estate have been transported offsite only by carriers having
         an identification number issued by the EPA, treated or disposed of only
         by treatment or disposal facilities maintaining valid permits as
         required under applicable Environmental Laws, which transporters and
         facilities have been and are, to the best of each Borrower's and
         Guarantor's knowledge, operating in compliance with such permits and
         applicable Environmental Laws or where such a violation of any
         applicable Environmental Law would not have a Material Adverse Effect;
         and

                  (d) By virtue of the transactions set forth herein and
         contemplated hereby or by virtue of the effectiveness of any other
         transactions contemplated hereby, none of the Borrower, the Guarantors
         and its Subsidiaries or any of the other Real Estate is subject to any
         applicable environmental law requiring the performance of Hazardous
         Substances site assessments, or the removal or remediation of Hazardous
         Substances, or the giving of notice to any governmental agency or the
         recording or delivery to other Persons of an environmental disclosure
         document or statement.

         8.18. SUBSIDIARIES, ETC. SCHEDULE 8.18(A) hereto sets forth as of the
date hereof each Subsidiary of the Borrower and each Subsidiary of any other
Subsidiary, together with the applicable information as to (a) jurisdiction of
incorporation; (b) whether such Person is a Material Subsidiary, and whether
such Person is a Foreign or Domestic Subsidiary. Except as set forth on SCHEDULE
8.18(B) hereto, neither the Borrower, the Guarantors nor any Subsidiary of the
Borrower or Guarantor is engaged as of the date hereof in any joint venture or
partnership with any other Person.

         8.19. DISCLOSURE. None of the representations or warranties made by the
Borrower, the Guarantors or any of their Subsidiaries in this Credit Agreement,
the other Loan Documents or in any agreement, instrument, document, certificate,
written statement or letter furnished to the Agent or the Banks, by or on behalf
of the Borrower, the Guarantors or any Subsidiary in connection with any of the
transactions contemplated by any of the Loan Documents contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained therein not misleading as of the time
when made or deemed to be made in light of the circumstances in which they are
made. There is no fact known to the Borrower, the Guarantors or any of their
Subsidiaries on or as of the Closing Date which materially adversely affects, or
which would, in the reasonable judgment of the Borrower, materially adversely
affect in the reasonably foreseeable future the financial position, business,
operations or affairs of the Borrower, the Guarantors and their Subsidiaries.

<PAGE>   53
                                                                         Page 47



         8.20. CHIEF EXECUTIVE OFFICES. The Borrower's and Guarantors' chief
executive office is as set forth on SCHEDULE 8.20 hereto, at which location its
books and records are kept.

         8.21. FISCAL YEAR. The Borrower has a fiscal year which is the twelve
month period ending March 31 of each year.

         8.22. INSURANCE. Each of the Borrower, each Guarantor and each of their
Subsidiaries maintains with financially sound and reputable insurers insurance
with respect to its properties and businesses against such casualties and
contingencies as are in accordance with sound business practices, with the
details of such coverage being more fully described on SCHEDULE 8.22 hereto, as
amended from time to time in accordance with sound business practices.



            9. AFFIRMATIVE COVENANTS OF THE BORROWER AND GUARANTORS.

         Each of the Borrower and the Guarantors covenants and agrees that, so
long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is
outstanding or any Bank has any obligation to make any Loans or the Agent has
any obligation to issue, extend or renew any Letters of Credit:

         9.1. PUNCTUAL PAYMENT. The Borrower and Guarantors will duly and
punctually pay or cause to be paid the principal and interest on the Loans, all
Reimbursement Obligations, the Letter of Credit Fees, the commitment fees, the
Agent's fee and all other amounts provided for in this Credit Agreement and the
other Loan Documents to which the Borrower, the Guarantors or any of their
Subsidiaries is a party, all in accordance with the terms of this Credit
Agreement and such other Loan Documents.

         9.2. MAINTENANCE OF OFFICE. The Borrower and the Guarantors will each
maintain its chief executive office as set forth in SCHEDULE 8.20, or at such
other place in the United States of America as the Borrower or Guarantor shall
designate upon written notice to the Agent, where notices, presentations and
demands to or upon the Borrower or such Guarantor in respect of the Loan
Documents to which the Borrower is a party may be given or made.

         9.3. RECORDS AND ACCOUNTS. Each of the Borrower and Guarantors will (a)
keep, and cause each of its Subsidiaries to keep, true and accurate records and
books of account in which full, true and correct entries will be made in
accordance with generally accepted accounting principles and (b) maintain
adequate accounts and reserves for all taxes (including income taxes),
depreciation, depletion, obsolescence and amortization of its properties and the
properties of its Subsidiaries, contingencies, and other reserves.

         9.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The Borrower
will deliver to each of the Banks:

<PAGE>   54
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                  (a) as soon as practicable, but in any event not later than
         ninety (90) days after the end of each fiscal year of the Borrower, the
         consolidated balance sheet of the Borrower and its Subsidiaries as at
         the end of such year, and the related consolidated statement of income
         and consolidated statement of cash flow for such year, each setting
         forth in comparative form the figures for the previous fiscal year and
         all such consolidated statements to be in reasonable detail, prepared
         in accordance with generally accepted accounting principles, and
         certified without qualification by Coopers & Lybrand or by other
         independent certified public accountants satisfactory to the Agent,
         together with a written statement from such accountants to the effect
         that they have read a copy of this Credit Agreement, and that, in
         making the examination necessary to said certification, they have
         obtained no knowledge of any Default or Event of Default, or, if such
         accountants shall have obtained knowledge of any then existing Default
         or Event of Default they shall disclose in such statement any such
         Default or Event of Default; PROVIDED that such accountants shall not
         be liable to the Banks for failure to obtain knowledge of any Default
         or Event of Default;

                  (b) as soon as practicable, but in any event not later than
         forty-five (45) days after the end of each of the fiscal quarters of
         the Borrower, copies of the unaudited consolidated balance sheet of the
         Borrower and its Subsidiaries as at the end of such quarter, and the
         related consolidated statement of income and consolidated statement of
         cash flow for the portion of the Borrower's fiscal year then elapsed,
         all in reasonable detail and prepared in accordance with generally
         accepted accounting principles, together with a certification by the
         principal financial or accounting officer of the Borrower that the
         information contained in such financial statements fairly presents the
         financial position of the Borrower, the Guarantors and its Subsidiaries
         on the date thereof (subject to year-end adjustments);

                  (c) simultaneously with the delivery of the financial
         statements referred to in subsections (a) and (b) above, a statement
         certified by the principal financial or accounting officer of the
         Borrower in substantially the form of EXHIBIT D hereto (the "Compliance
         Certificate") and setting forth in reasonable detail computations
         evidencing compliance with the covenants contained in sec.11 and (if
         applicable) reconciliations to reflect changes in generally accepted
         accounting principles since the Balance Sheet Date;

                  (d) contemporaneously with the filing or mailing thereof,
         copies of all material of a financial nature filed with the Securities
         and Exchange Commission or sent to the stockholders of the Borrower;

                  (e) from time to time upon the request of the Agent, any
         updated projections which have been prepared by the Borrower, the
         Guarantors and their Subsidiaries, updating those projections delivered
         to the Banks and referred to in sec.8.4.2 or, if applicable, updating
         any later such projections delivered in response to a request pursuant
         to this sec.9.4(e); and

<PAGE>   55
                                                                         Page 49


                  (f) from time to time such other financial data and
         information (including accountants, management letters) as the Agent or
         any Bank may reasonably request.

         9.5. NOTICES.

                  9.5.1. DEFAULTS. The Borrower and the Guarantors will promptly
         notify the Agent and each of the Banks in writing of the occurrence of
         any Default or Event of Default. If any Person shall give any notice or
         take any other action in respect of a claimed default (whether or not
         constituting an Event of Default) under this Credit Agreement or any
         other note, evidence of indebtedness, indenture or other obligation to
         which or with respect to which the Borrower, any Guarantor or any of
         its Subsidiaries is a party or obligor, whether as principal,
         guarantor, surety or otherwise, the Borrower and the Guarantors shall
         forthwith give written notice thereof to the Agent and each of the
         Banks, describing the notice or action and the nature of the claimed
         default.

                  9.5.2. ENVIRONMENTAL EVENTS. The Borrower will promptly give
         notice to the Agent and each of the Banks (a) of any violation of any
         Environmental Law that the Borrower, the Guarantors or any of its
         Subsidiaries reports in writing or is reportable by such Person in
         writing (or for which any written report supplemental to any oral
         report is made) to any federal, state or local environmental agency if
         such a violation could reasonably be expected to have a Material
         Adverse Effect and (b) upon becoming aware thereof, of any inquiry,
         proceeding, investigation, or other action, including a notice from any
         agency of potential environmental liability, of any federal, state or
         local environmental agency or board, that has the potential to have a
         Material Adverse Effect.

                  9.5.3. NOTICE OF LITIGATION AND JUDGMENTS. The Borrower and
         the Guarantors will, and will cause each of its Subsidiaries to, give
         notice to the Agent and each of the Banks in writing within fifteen
         (15) days of becoming aware of any litigation or proceedings threatened
         in writing or any pending litigation and proceedings affecting the
         Borrower, any Guarantor or any of its Subsidiaries or to which the
         Borrower, any Guarantor or any of its Subsidiaries is or becomes a
         party involving an uninsured claim against the Borrower, any Guarantor
         or any of its Subsidiaries that could reasonably be expected to have a
         materially adverse effect on the Borrower, the Guarantors or any of its
         Subsidiaries and stating the nature and status of such litigation or
         proceedings. The Borrower and each Guarantor will, and will cause each
         of its Subsidiaries to, give notice to the Agent and each of the Banks,
         in writing, in form and detail satisfactory to the Agent, within ten
         (10) days of any judgment not covered by insurance, final or otherwise,
         against any Borrower, Guarantor or any of its Subsidiaries in an amount
         in excess of $3,000,000.

<PAGE>   56
                                                                         Page 50


         9.6. CORPORATE EXISTENCE; MAINTENANCE OF PROPERTIES. Each of the
Borrower and the Guarantors will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights and
franchises and those of its Subsidiaries and will not, and will not cause or
permit any of its Subsidiaries to, convert to a limited liability company. Each
(a) will cause all of its properties and those of its Subsidiaries used or
useful in the conduct of its business or the business of its Subsidiaries to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment, (b) will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Borrower or such Guarantor may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times, and (c) will, and will cause each of its Subsidiaries to, continue
to engage primarily in the businesses now conducted by them and in related
businesses; PROVIDED that nothing in this sec.9.6 shall prevent the Borrower or
any Guarantor from discontinuing the operation and maintenance of any of its
properties or any of those of its Subsidiaries or dissolving any such Subsidiary
(unless such Subsidiary is a Guarantor and a Material Subsidiary hereunder) if
such discontinuance or dissolution, as the case may be, is, in the judgment of
the Borrower or Guarantor, desirable in the conduct of its or their business and
that do not in the aggregate materially adversely affect the business of the
Borrower, the Guarantors and its Subsidiaries on a consolidated basis.

         9.7. INSURANCE. The Borrower and the Guarantors will, and will cause
each of its Subsidiaries to, maintain with financially sound and reputable
insurers insurance with respect to its properties and business against such
casualties and contingencies as shall be in accordance with the general
practices of businesses engaged in similar activities in similar geographic
areas and in amounts, containing such terms, in such forms and for such periods
as may be reasonable and prudent.

         9.8. TAXES. The Borrower and the Guarantors will, and will cause each
of its Subsidiaries to, duly pay and discharge, or cause to be paid and
discharged, before the same shall become overdue, all taxes, assessments and
other governmental charges imposed upon it and its real properties, sales and
activities, or any part thereof, or upon the income or profits therefrom, as
well as all claims for labor, materials, or supplies that if unpaid might by law
become a lien or charge upon any of its property; PROVIDED that any such tax,
assessment, charge, levy or claim need not be paid if the validity or amount
thereof shall currently be contested in good faith by appropriate proceedings
and if the Borrower, such Guarantor or such Subsidiary shall have set aside on
its books adequate reserves with respect thereto; and PROVIDED FURTHER that the
Borrower, the Guarantors and each Subsidiary of the Borrower and the Guarantors
will pay all such taxes, assessments, charges, levies or claims forthwith upon
the commencement of proceedings to foreclose any lien that may have attached as
security therefor.



<PAGE>   57
                                                                         Page 51


         9.9. INSPECTION OF PROPERTIES AND BOOKS, ETC.

                  9.9.1. GENERAL. The Borrower and the Guarantors shall permit
         the Banks, through the Agent or any of the Banks' other designated
         representatives, to visit and inspect any of the properties of the
         Borrower, any Guarantor or any of their Subsidiaries, to examine the
         books of account of the Borrower, any Guarantor and their Subsidiaries
         (and to make copies thereof and extracts therefrom), and to discuss the
         affairs, finances and accounts of the Borrower, any Guarantor and their
         Subsidiaries with, and to be advised as to the same by, its and their
         officers, all at such reasonable times and intervals as the Agent or
         any Bank may reasonably request and, unless a Default or Event of
         Default has occurred and is continuing, at the Agent's or such Bank's
         expense. Each Bank agrees to keep confidential any and all of the
         information obtained pursuant to this sec.9.9.1, provided that (a) such
         information may be available (i) for inspection or examination by any
         governmental regulatory authority having jurisdiction over the Agent or
         any Bank, (ii) in connection with any enforcement of such Bank's rights
         and (iii) as required by any applicable laws, rules, regulations,
         orders or decrees and (b) such information may be made available to any
         bank or lending institution in connection with the assignment by any
         Bank of, or the granting by any Bank of participations in, the Loans
         hereunder provided that such bank or lending institution agrees to
         comply with the provisions of this sentence as if such bank or lending
         institution were a Bank hereunder.

                  9.9.2. COMMUNICATIONS WITH ACCOUNTANTS. The Borrower and the
         Guarantors authorizes the Agent and, if accompanied by the Agent, the
         Banks to communicate directly with the Borrower's and such Guarantor's
         independent certified public accountants and authorizes such
         accountants to disclose to the Agent and the Banks any and all
         financial statements and other supporting financial documents and
         schedules including copies of any management letter with respect to the
         business, financial condition and other affairs of the Borrower, the
         Guarantors or any of their Subsidiaries; PROVIDED HOWEVER, the Agent
         shall provide the Borrower with prior written notice of such
         communication. At the request of the Agent, the Borrower and the
         Guarantors shall deliver a letter addressed to such accountants
         instructing them to comply with the provisions of this sec.9.9.2.

         9.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. The
Borrower and the Guarantors will, and will cause each of its Subsidiaries to,
comply with (a) the applicable laws and regulations wherever its business is
conducted, including all Environmental Laws except where such noncompliance
would not have a Material Adverse Effect, (b) the provisions of its charter
documents and by-laws, (c) all agreements and instruments by which it or any of
its properties may be bound except where such noncompliance would not have a
Material Adverse Effect and (d) all applicable decrees, orders, and judgments
except where such noncompliance would not have a Material Adverse Effect. If any
authorization, consent, approval, permit or license from any officer, agency or
instrumentality of 
<PAGE>   58
                                                                         Page 52


any government shall become necessary or required in order that the Borrower,
any Guarantor or any of its Subsidiaries may fulfill any of its obligations
hereunder or any of the other Loan Documents to which the Borrower, such
Guarantor or such Subsidiary is a party, the Borrower or Guarantor, as the case
may be, will, or (as the case may be) will cause such Subsidiary to, immediately
take or cause to be taken all reasonable steps within the power of the Borrower,
such Guarantor or such Subsidiary to obtain such authorization, consent,
approval, permit or license and furnish the Agent and the Banks with evidence
thereof.

         9.11. EMPLOYEE BENEFIT PLANS. The Borrower will (a) promptly upon
filing the same with the Department of Labor or Internal Revenue Service furnish
to the Agent a copy of the most recent actuarial statement required to be
submitted under sec.103(d) of ERISA and Annual Report, Form 5500, with all
required attachments, in respect of each Guaranteed Pension Plan and (b)
promptly upon receipt or dispatch, furnish to the Agent any notice, report or
demand sent or received in respect of a Guaranteed Pension Plan under secs.302,
4041, 4042, 4043, 4063, 4065, 4066 and 4068 of ERISA, or in respect of a
Multiemployer Plan, under secs.4041A, 4202, 4219, 4242, or 4245 of ERISA.

         9.12. USE OF PROCEEDS. The Borrower will use the proceeds of the Loans
solely for working capital and general corporate purposes (including to finance
all or any portion of the purchase price of an acquisition permitted hereunder)
and to repurchase its capital stock to be held as treasury stock, restored to
unissued status or eliminated from its authorized shares, provided that such
purchase does not violate Regulation U of the Board of Governors of the Federal
Reserve System. The Borrower will obtain Letters of Credit solely for working
capital and general corporate purposes.

         9.13. NEW GUARANTORS. In the event any Subsidiary organized under the
laws of the United States of America or any State thereof is formed or acquired
after the date hereof, such Subsidiary shall, on the date of its formation or
acquisition, become a guarantor hereunder and shall executed and deliver to the
Agent a guaranty in form and substance satisfactory to the Agent.

         9.14. FURTHER ASSURANCES. The Borrower will, and will cause each of its
Subsidiaries to, cooperate with the Banks and the Agent and execute such further
instruments and documents as the Banks or the Agent shall reasonably request to
carry out to their satisfaction the transactions contemplated by this Credit
Agreement and the other Loan Documents.

                 10. CERTAIN NEGATIVE COVENANTS OF THE BORROWER.

         Each of the Borrower and the Guarantors covenants and agrees that, so
long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is
outstanding or any Bank has any obligation to make any Loans or the Agent has
any obligations to issue, extend or renew any Letters of Credit:

<PAGE>   59
                                                                         Page 53


         10.1. RESTRICTIONS ON INDEBTEDNESS. Each of the Borrower and the
Guarantors will not, and will not permit any of its Subsidiaries to, create,
incur, assume, guarantee or be or remain liable, contingently or otherwise, with
respect to any Indebtedness other than:

                  (a) Indebtedness to the Banks and the Agent arising under any 
         of the Loan Documents;

                  (b) current liabilities of the Borrower, the Guarantors or
         such Subsidiary incurred in the ordinary course of business not
         incurred through (i) the borrowing of money, or (ii) the obtaining of
         credit except for credit on an open account basis customarily extended
         and in fact extended in connection with normal purchases of goods and
         services;

                  (c) Indebtedness in respect of taxes, assessments,
         governmental charges or levies and claims for labor, materials and
         supplies to the extent that payment therefor shall not at the time be
         required to be made in accordance with the provisions of sec.9.8;

                  (d) Indebtedness in respect of judgments or awards that have
         been in force for less than the applicable period for taking an appeal
         so long as execution is not levied thereunder or in respect of which
         the Borrower, any Guarantor or such Subsidiary shall at the time in
         good faith be prosecuting an appeal or proceedings for review and in
         respect of which a stay of execution shall have been obtained pending
         such appeal or review;

                  (e) endorsements for collection, deposit or negotiation and
         warranties of products or services, in each case incurred in the
         ordinary course of business;

                  (f) Indebtedness existing on the date hereof and listed and
         described on SCHEDULE 10.1 hereto;

                  (g) Indebtedness of a Subsidiary of the Borrower to the
         Borrower so long as such Subsidiary is a Guarantor hereunder or
         Indebtedness of the Borrower to any Guarantor or Indebtedness of a
         Guarantor to another Guarantor;

                  (h) Indebtedness not otherwise permitted hereunder, provided
         that the aggregate principal amount of all such Indebtedness PLUS the
         aggregate principal amount of all Indebtedness permitted by sec.10.1(f)
         does not exceed $40,000,000 at any time; and

                  (i) Indebtedness of a Foreign Material Subsidiary to the
         Borrower or any other Subsidiary incurred in connection with, and to
         the extent permitted by, sec.10.3(i).

<PAGE>   60
                                                                         Page 54


         10.2. RESTRICTIONS ON LIENS. The Borrower and each of the Guarantors
will not, and will not permit any of its Subsidiaries to, (a) create or incur or
suffer to be created or incurred or to exist any lien, encumbrance, mortgage,
pledge, charge, restriction or other security interest of any kind upon any of
its property or assets of any character whether now owned or hereafter acquired,
or upon the income or profits therefrom; (b) transfer any of such property or
assets or the income or profits therefrom for the purpose of subjecting the same
to the payment of Indebtedness or performance of any other obligation in
priority to payment of its general creditors; (c) acquire, or agree or have an
option to acquire, any property or assets upon conditional sale or other title
retention or purchase money security agreement, device or arrangement; (d)
suffer to exist for a period of more than thirty (30) days after the same shall
have been incurred any Indebtedness or claim or demand against it that if unpaid
might by law or upon bankruptcy or insolvency, or otherwise, be given any
priority whatsoever over its general creditors; or (e) sell, assign, pledge or
otherwise transfer any accounts, contract rights, general intangibles, chattel
paper or instruments, with or without recourse; PROVIDED that the Borrower, the
Guarantors and any Subsidiary of the Borrower or any Guarantor may create or
incur or suffer to be created or incurred or to exist:

                  (a) liens in favor of the Borrower or any Guarantor on all or
         part of the assets of Subsidiaries of the Borrower or any Guarantor
         securing Indebtedness owing by Subsidiaries of the Borrower or any
         Guarantor, as the case may be, to the Borrower or any Guarantor;

                  (b) liens to secure taxes, assessments and other government
         charges in respect of obligations not overdue or liens on properties to
         secure claims for labor, material or supplies in respect of obligations
         not overdue, or which are being contested in good faith by appropriate
         proceedings diligently conducted and with respect to which adequate
         reserves are being maintained in accordance with generally accepted
         accounting principles so long as such liens are not being foreclosed;

                  (c) deposits or pledges made in connection with, or to secure
         payment of, workmen's compensation, unemployment insurance, old age
         pensions or other social security obligations;

                  (d) liens on properties in respect of judgments or awards, the
         Indebtedness with respect to which is permitted by sec.10.1(d);

                  (e) liens of carriers, warehousemen, mechanics and
         materialmen, and other like liens on properties in respect of
         obligations not overdue;

                  (f) encumbrances on Real Estate consisting of easements,
         rights of way, zoning restrictions, restrictions on the use of real
         property and defects and irregularities in the title thereto,
         landlord's or lessor's liens under leases to which the Borrower, any
         Guarantor or a Subsidiary of the Borrower or Guarantor is a party, and
         other minor liens or encumbrances none of which in the opinion of the
         Borrower or Guarantor interferes materially with the 


<PAGE>   61


                                                                         Page 55

         use of the property affected in the ordinary conduct of the business of
         the Borrower, the Guarantors and their Subsidiaries, which defects do
         not individually or in the aggregate have a materially adverse effect
         on the business of the Borrower or Guarantor individually or of the
         Borrower, the Guarantors and its Subsidiaries on a consolidated basis;

                  (g) liens existing on the date hereof and listed on SCHEDULE
         10.2 hereto; and

                  (h) purchase money security interests in or purchase money
         mortgages on real or personal property acquired after the date hereof
         to secure purchase money Indebtedness incurred in connection with the
         acquisition after the date hereof of any real or personal property by
         the Borrower, any Guarantor or any Subsidiary, incurred in connection
         with the acquisition of such property, which security interests or
         mortgages cover only the real or personal property so acquired and
         liens in favor of lessors under Capitalized Leases on assets subject to
         Capitalized Leases and provided such purchase money security interest,
         purchase money mortgage or liens on assets subject to Capitalized
         Leases does not secure Indebtedness in excess of $20,000,000 in the
         aggregate.

         10.3. RESTRICTIONS ON INVESTMENTS. The Borrower and each of the
Guarantors will not, and will not permit any of its Subsidiaries to, make or
permit to exist or to remain outstanding any Investment except Investments in:

                  (a) marketable direct or guaranteed obligations of the United
         States of America that mature within three (3) years from the date of
         purchase by the Borrower;

                  (b) demand deposits, certificates of deposit, bankers
         acceptances and time deposits of United States banks or banks organized
         under the laws of any OECD nation having total assets in excess of
         $500,000,000;

                  (c) securities commonly known as "bankers acceptances" and
         "commercial paper" issued by a corporation organized and existing under
         the laws of the United States of America or any state thereof that at
         the time of purchase have been rated and the ratings for which are not
         less than "P 1" if rated by Moody's Investors Services, Inc., and not
         less than "A 1" if rated by Standard and Poor's and commercial paper
         known as "repurchase agreements" which are at least 101% secured by
         collateral that meets the criteria set forth in paragraphs (a) and (b)
         above, with such collateral being held by a third party custodian;

                  (d) Investments or publicly traded corporate debt instruments
         which have a minimum rating of "A" by a major recognized rating service
         reasonably acceptable to the Agent and on money market funds that
         invest all of their assets in securities meeting the criteria set forth
         in paragraphs (a) - (c) above;

<PAGE>   62
                                                                         Page 56

                  (e) Investments existing on the date hereof and listed on
         SCHEDULE 10.3 hereto;

                  (f) Investments with respect to Indebtedness permitted by
         sec.10.1(i) so long as such entities remain Subsidiaries of the 
         Borrower and remain a Guarantor hereunder;

                  (g) Investments consisting of the Guaranty or Investments by
         the Borrower or the Guarantors in Subsidiaries of the Borrower or such
         Guarantor existing on the Closing Date;

                  (h) Investments consisting of promissory notes received as
         proceeds of asset dispositions permitted by sec.10.5.2 and Investments
         consisting of the Permitted Acquisitions.

                  (i) Investments by the Borrower or a Guarantor in a Guarantor
         and Investments in Foreign Material Subsidiaries, PROVIDED that the
         aggregate amount of Investments made after the date hereof in such
         Foreign Material Subsidiaries shall not, as the end of any fiscal year,
         exceed 20% of Consolidated Tangible Net Worth for such year;

                  (j) Investments in the capital stock of the Borrower which is
         held by the Borrower as treasury stock, is restored to unissued status
         or is eliminated from authorized shares; and

                  (k) Investments not otherwise specified hereunder, provided
         the aggregate amount of all such Investments shall not exceed
         $15,000,000 at any time.

         10.4. DISTRIBUTIONS. Neither the Borrower nor any Guarantor will make
any Distributions; PROVIDED, HOWEVER, so long as no Default or Event of Default
has occurred and is continuing, any Subsidiary of the Borrower shall be
permitted to make Distributions to the Borrower or to any other Subsidiary of
the Borrower which is its parent.

         10.5. MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS.

                  10.5.1. MERGERS AND ACQUISITIONS. The Borrower and each of the
         Guarantors will not, and will not permit any of its Subsidiaries to,
         become a party to any merger or consolidation, or agree to or effect
         any asset acquisition or stock acquisition other than (a) the
         acquisition of assets in the ordinary course of business consistent
         with past practices; (b) other asset or stock acquisitions of Persons
         in the same or a similar line of business as the Borrower, the
         Guarantors or its Subsidiaries (the "Permitted Acquisitions") where (i)
         the Borrower has provided the Agent with five (5) Business Days prior
         written notice of such Permitted Acquisition, which notice shall
         include a reasonable detailed description of such Permitted Acquisition
         and the documents, agreements and instruments to be entered into in
         connection 
<PAGE>   63
                                                                         Page 57


         with such Permitted Acquisition; (ii) the business to be acquired would
         not subject the Banks or either of the Bank Agents to regulatory or
         third party approvals in connection with the exercise of their rights
         and remedies under this Credit Agreement or any other Loan Documents;
         (iii) the business and assets so acquired shall be acquired by the
         Borrower, Guarantor or Subsidiary free and clear of all liens and all
         Indebtedness, other than as permitted by sec.10.1 and sec.10.2 hereof,
         (iv) the Borrower have demonstrated to the reasonable satisfaction of
         the Agent, based on a pro forma Compliance Certificate, compliance with
         sec.11 hereof on a Pro Forma Basis immediately prior to and after
         giving effect to such Permitted Acquisition; (v) no Default or Event of
         Default has occurred and is continuing or would exists as a result of
         giving effect to such Permitted Acquisition; (vi) to the extent the
         Borrower or a Guarantor is effecting such acquisition, the Borrower or
         such Guarantor, as the case may be, must be the surviving entity; (vii)
         the Borrower has demonstrated to the satisfaction of the Agent that
         each of the EBITDA (for the four most recent fiscal quarters, treated
         as a single accounting period) and Consolidated Net Income (for the
         four most recent fiscal quarters, treated as a single accounting
         period) of the entity to be acquired is greater than $0; and (viii) the
         aggregate purchase price (which shall include, without limitation, any
         cash or other consideration paid by the purchaser, any Indebtedness or
         other liabilities assumed by the purchaser and any Indebtedness
         incurred by the purchaser to the seller) for any single Permitted
         Acquisition or series of related acquisitions does not exceed
         $75,000,000; (c) the merger or consolidation of one or more of the
         Subsidiaries of the Borrower or the Guarantors with and into the
         Borrower or Guarantor, or (d) the merger or consolidation of two or
         more Subsidiaries of the Borrower or Guarantors.

                  10.5.2. DISPOSITION OF ASSETS. The Borrower and the Guarantors
         will not, and will not permit any of its Subsidiaries to, become a
         party to or agree to or effect any disposition of assets, other than
         the disposition of assets in the ordinary course of business,
         consistent with past practices; PROVIDED, HOWEVER, so long as no
         Default or Event of Default has occurred and is continuing or would
         exist as a result thereof, (a) any Subsidiary may sell, lease, transfer
         or otherwise dispose of all or any portion of its assets to the
         Borrower or any Guarantor; (b) any Subsidiary which is not a Material
         Subsidiary may dispose of all or any portion of its assets to any other
         Person, and such Subsidiary may thereafter be dissolved or liquidated;
         and (c) the Borrower and the Guarantors shall be permitted to sell the
         assets or the capital stock of any Subsidiary which is not a Material
         Subsidiary and if such Subsidiary is also a Guarantor such Subsidiary
         shall cease being a Guarantor upon the effectiveness of such sale,
         transfer or disposition.

         10.6. SALE AND LEASEBACK. The Borrower and the Guarantors will not, and
will not permit any of its Subsidiaries to, enter into any arrangement, directly
or indirectly, whereby the Borrower, Guarantor or any Subsidiary of the Borrower
or Guarantor shall sell or transfer any property owned by it in order then or
thereafter 
<PAGE>   64
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to lease such property or lease other property that the Borrower, Guarantor or
any Subsidiary of the Borrower or Guarantor intends to use for substantially the
same purpose as the property being sold or transferred.

         10.7. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Borrower and the
Guarantors will not, and will not permit any of its Subsidiaries to, (a) use any
of the Real Estate or any portion thereof for the handling, processing, storage
or disposal of Hazardous Substances in violation of any Environmental Laws, (b)
cause or permit to be located on any of the Real Estate any underground tank or
other underground storage receptacle for Hazardous Substances in violation of
any Environmental Laws, (c) generate any Hazardous Substances on any of the Real
Estate in violation of any Environmental Laws, (d) conduct any activity at any
Real Estate or use any Real Estate in any manner so as to cause a release (i.e.
releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, disposing or dumping) or threatened release of
Hazardous Substances on, upon or into the Real Estate or (e) otherwise conduct
any activity at any Real Estate or use any Real Estate in any manner that would
violate any Environmental Law or bring such Real Estate in violation of any
Environmental Law.

         10.8. EMPLOYEE BENEFIT PLANS. Neither the Borrower nor any ERISA 
Affiliate will

                  (a) engage in any "prohibited transaction" within the meaning
         of sec.406 of ERISA or sec.4975 of the Code which could result in a
         material liability for the Borrower or any of its Subsidiaries; or

                  (b) permit any Guaranteed Pension Plan to incur an
         "accumulated funding deficiency", as such term is defined in sec.302 of
         ERISA, whether or not such deficiency is or may be waived; or

                  (c) fail to contribute to any Guaranteed Pension Plan to an
         extent which, or terminate any Guaranteed Pension Plan in a manner
         which, could result in the imposition of a lien or encumbrance on the
         assets of the Borrower or any of its Subsidiaries pursuant to 
         sec.302(f) or sec.4068 of ERISA; or

                  (d) amend any Guaranteed Pension in circumstances requiring
         the posting of security pursuant to sec.307 of ERISA or sec.401(a)(29)
         of the Code; or

                  (e) permit or take any action which would result in the
         aggregate benefit liabilities (with the meaning of sec.4001 of ERISA) 
         of all Guaranteed Pension Plans exceeding the value of the aggregate
         assets of such Plans, disregarding for this purpose the benefit
         liabilities and assets of any such Plan with assets in excess of
         benefit liabilities by more than $5,000,000.

         10.9. TRANSACTIONS WITH AFFILIATES. The Borrower and the Guarantors
will not, and will not allow its Subsidiaries to, engage in transactions with
its Affiliates (other than with and among its respective Subsidiaries) except
for transactions 
<PAGE>   65
                                                                         Page 59


which are on terms no less favorable to the Borrower, such Guarantor or such
Subsidiary than the Borrower, such Guarantor or such Subsidiary could obtain in
arms-length transactions from third parties which are not Affiliates.

         10.10. FISCAL YEAR. None of the Borrower will change the date of the
end of its fiscal year from that referred to in sec.8.21 hereof.

         10.11. UPSTREAM LIMITATIONS. Neither the Borrower nor the Guarantors
will, nor will they permit any of the Foreign Material Subsidiaries to enter
into any agreement, contract or arrangement (other than the Credit Agreement and
the other Loan Documents) restricting the ability of such Guarantor or such
Subsidiary to pay or make dividends or distributions in cash or kind to the
Borrower, the Guarantors or to any such Subsidiary, to make loans, advances or
other payments of whatsoever nature to the Borrower, the Guarantors or to any
such Subsidiary or to make transfer or distributions of all or any part of its
assets to the Borrower, the Guarantors or to any such Subsidiary of such
Subsidiary.

                    11. FINANCIAL COVENANTS OF THE BORROWER.

         The Borrower and each of the Guarantors covenants and agrees that, so
long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is
outstanding or any Bank has any obligation to make any Loans or the Agent has
any obligation to issue, extend or renew any Letters of Credit:

         11.1. LEVERAGE RATIO. The Borrower and the Guarantors will not permit,
at the end of any fiscal quarter, the Leverage Ratio to exceed 2.50:1.00.

         11.2. PROFITABLE OPERATIONS. The Borrower and each of the Guarantors
will not permit Consolidated Net Income (exclusive of all noncash writedowns
taken during or with respect to such period in connection with a Permitted
Acquisition in an amount not to exceed $50,000,000 in the aggregate during the
term of this Credit Agreement) for any fiscal quarter to be less than $1.00.

         11.3. DEBT SERVICE. Neither the Borrower nor the Guarantors will, at
the end of any fiscal quarter, permit the ratio of (a) EBIT for the period of
four consecutive fiscal quarters (treated as a single accounting period) ending
on such date to (b) Consolidated Total Interest Expense for the period of four
consecutive fiscal quarters (treated as a single accounting period) ending on
such date, to be less 3.50:1.00.

         11.4. CURRENT RATIO. Neither the Borrower nor the Guarantors will
permit the ratio of (a) Consolidated Current Assets to (b) Consolidated Current
Liabilities to be less than 2.00:1.00 at the end of any fiscal quarter.

         11.5. CONSOLIDATED NET WORTH. Neither the Borrower nor the Guarantors
will permit Consolidated Net Worth (which, for purposes of this sec.11.5, shall
be calculated by adding back (A) any non-cash writedowns taken in connection
with a Permitted Acquisition in an amount not to exceed $50,000,000 in the
aggregate 
<PAGE>   66
                                                                         Page 60


during the term of this Credit Agreement and (B) up to $35,000,000 from the
purchase of the Borrower's public securities) at any time to be less than the
sum of (a) $150,000,000 PLUS (b) on a cumulative basis, 50% of positive
Consolidated Net Income for each fiscal quarter beginning with the fiscal
quarter ended June 30, 1997, PLUS (c) 100% of the net proceeds of any sale by
the Borrower or Guarantor of (i) equity securities issued by the Borrower or
Guarantor or (ii) warrants or subscription rights for equity securities issued
by the Borrower or Guarantor, in each case other than to the Borrower or any
Subsidiary.

                             12. CLOSING CONDITIONS.

         The obligations of the Banks to make the initial Revolving Credit Loans
and of the Agent to issue any initial Letters of Credit shall be subject to the
satisfaction of the following conditions precedent:

         12.1. LOAN DOCUMENTS. Each of the Loan Documents shall have been duly
executed and delivered by the respective parties thereto, shall be in full force
and effect and shall be in form and substance satisfactory to each of the Banks.
Each Bank shall have received a fully executed copy of each such document.

         12.2. CERTIFIED COPIES OF CHARTER DOCUMENTS. Each of the Banks shall
have received from the Borrower and each Guarantor a copy, certified by a duly
authorized officer of such Person to be true and complete on the Closing Date,
of each of (a) its charter or other incorporation documents as in effect on such
date of certification, and (b) its by-laws as in effect on such date.

         12.3. CORPORATE ACTION. All corporate action necessary for the valid
execution, delivery and performance by the Borrower and each Guarantor of this
Credit Agreement and the other Loan Documents to which it is or is to become a
party shall have been duly and effectively taken, and evidence thereof
satisfactory to the Banks shall have been provided to each of the Banks.

         12.4. INCUMBENCY CERTIFICATE. Each of the Banks shall have received
from the Borrower and each of the Guarantors an incumbency certificate, dated as
of the Closing Date, signed by a duly authorized officer of the Borrower,
Guarantor or such Subsidiary, and giving the name and bearing a specimen
signature of each individual who shall be authorized: (a) to sign, in the name
and on behalf of the Borrower, the Guarantors or such Subsidiary, each of the
Loan Documents to which the Borrower, Guarantor or such Subsidiary is or is to
become a party; (b) in the case of the Borrower, to make Loan Requests and
Conversion Requests and to apply for Letters of Credit; and (c) to give notices
and to take other action on its behalf under the Loan Documents.

         12.5. UCC SEARCH RESULTS. The Agent shall have received the results of
UCC searches, indicating no liens other than Permitted Liens and otherwise in
form and substance satisfactory to the Agent.

<PAGE>   67
                                                                         Page 61



         12.6. CERTIFICATES OF INSURANCE. The Agent shall have received a
certificate of insurance from an independent insurance broker dated as of the
Closing Date, identifying insurers, types of insurance, insurance limits, and
policy terms, and otherwise describing the insurance obtained in accordance with
the provisions of the Credit Agreement.

         12.7. SOLVENCY CERTIFICATE. Each of the Banks shall have received an
officer's certificate of the Borrower dated as of the Closing Date as to the
solvency of the Borrower, the Guarantors and its Subsidiaries following the
consummation of the transactions contemplated herein and in form and substance
satisfactory to the Banks.

         12.8. OPINION OF COUNSEL. Each of the Banks and the Agent shall have
received a favorable legal opinion addressed to the Banks and the Agent, dated
as of the Closing Date, in form and substance satisfactory to the Banks and the
Agent, from Hale & Dorr, counsel to the Borrower, the Guarantors and its
Subsidiaries.

         12.9. PAYMENT OF FEES. The Borrower shall have paid to the Agent any
fees required pursuant to the Fee Letter.

         12.10. PAYOFF LETTER. The Agent shall have received a payoff letter
from each of the Prior Lenders, indicating the amount of the loan obligations of
the Borrower to such Prior Lenders to be discharged on the Closing Date.

         12.11. DISBURSEMENT INSTRUCTIONS. The Agent shall have received
disbursement instructions from the Borrower, indicating that a portion of the
proceeds of the Revolving Credit Loan, in an amount equal to the aggregate loan
obligations of the Borrower to the Prior Lenders are paid to the Prior Lenders.

                        13. CONDITIONS TO ALL BORROWINGS.

         The obligations of the Banks to make any Loan, including the Revolving
Credit Loan and the Term Loan, and of the Agent to issue, extend or renew any
Letter of Credit, in each case whether on or after the Closing Date, shall also
be subject to the satisfaction of the following conditions precedent:

         13.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of the
representations and warranties of the Borrower, the Guarantors and its
Subsidiaries contained in this Credit Agreement, the other Loan Documents or in
any document or instrument delivered pursuant to or in connection with this
Credit Agreement shall be true as of the date as of which they were made and
shall also be true at and as of the time of the making of such Loan or the
issuance, extension or renewal of such Letter of Credit, with the same effect as
if made at and as of that time (except to the extent of changes resulting from
transactions contemplated or permitted by this Credit Agreement and the other
Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and to the extent that
such representations and warranties relate expressly 
<PAGE>   68
                                                                         Page 62



to an earlier date) and no Default or Event of Default shall have occurred and
be continuing.

         13.2. NO LEGAL IMPEDIMENT. No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable opinion
of any Bank would make it illegal for such Bank to make such Loan or to
participate in the issuance, extension or renewal of such Letter of Credit or in
the reasonable opinion of the Agent would make it illegal for the Agent to
issue, extend or renew such Letter of Credit.

         13.3. GOVERNMENTAL REGULATION. Each Bank shall have received such
statements in substance and form reasonably satisfactory to such Bank as such
Bank shall require for the purpose of compliance with any applicable regulations
of the Comptroller of the Currency or the Board of Governors of the Federal
Reserve System.

         13.4. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the
transactions contemplated by this Credit Agreement, the other Loan Documents and
all other documents incident thereto shall be reasonably satisfactory in
substance and in form to the Banks and to the Agent and the Agent's Special
Counsel, and the Banks, the Agent and such counsel shall have received all
information and such counterpart originals or certified or other copies of such
documents as the Agent may reasonably request.

                    14. EVENTS OF DEFAULT; ACCELERATION; ETC.

         14.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following
events ("Events of Default" or, if the giving of notice or the lapse of time or
both is required, then, prior to such notice or lapse of time, "Defaults") shall
occur:

                  (a) the Borrower shall fail to pay any principal of the Loans
         or any Reimbursement Obligation when the same shall become due and
         payable, whether at the stated date of maturity or any accelerated date
         of maturity or at any other date fixed for payment;

                  (b) the Borrower shall fail to pay any interest on the Loans,
         the commitment fee, any Letter of Credit Fee, the Agent's fee, or other
         sums due hereunder or under any of the other Loan Documents, when the
         same shall become due and payable, whether at the stated date of
         maturity or any accelerated date of maturity or at any other date fixed
         for payment;

                  (c) the Borrower or the Guarantors shall fail to comply with
         any of its covenants contained in secs.9.1, 9.4, 9.5.1, 9.5.2, 9.5.3,
         9.12, 9.13, 10 or 11;

                  (d) the Borrower, any Guarantor or any of its Subsidiaries
         shall fail to perform any term, covenant or agreement contained herein
         or in any of the other Loan Documents (other than those specified
         elsewhere in this sec.14.1) for 
<PAGE>   69
                                                                         Page 63


         thirty (30) days after written notice of such failure has been given to
         the Borrower by the Agent;

                  (e) any representation or warranty of the Borrower, any
         Guarantor or any of its Subsidiaries in this Credit Agreement or any of
         the other Loan Documents or in any other document or instrument
         delivered pursuant to or in connection with this Credit Agreement shall
         prove to have been false in any material respect upon the date when
         made or deemed to have been made or repeated;

                  (f) the Borrower, any Guarantor or any of its Subsidiaries
         (other than a Guarantor which is not a Material Subsidiary of the
         Borrower or a Subsidiary which is not a Material Subsidiary unless the
         Borrower or any Material Subsidiary has been adversely effected by the
         occurrence of such event (a "DeMinimis Subsidiary")) shall fail to pay
         at maturity, or within any applicable period of grace, any obligation
         for borrowed money or credit received or in respect of any Capitalized
         Leases, or fail to observe or perform any material term, covenant or
         agreement contained in any agreement by which it is bound, evidencing
         or securing borrowed money or credit received or in respect of any
         Capitalized Leases for such period of time as would permit (assuming
         the giving of appropriate notice if required) the holder or holders
         thereof or of any obligations issued thereunder to accelerate the
         maturity thereof;

                  (g) the Borrower, any Guarantor or any of their Subsidiaries
         (other than a DeMinimis Subsidiary) shall make an assignment for the
         benefit of creditors, or admit in writing its inability to pay or
         generally fail to pay its debts as they mature or become due, or shall
         petition or apply for the appointment of a trustee or other custodian,
         liquidator or receiver of the Borrower, such Guarantor or any of its
         Subsidiaries or of any substantial part of the assets of the Borrower,
         any Guarantor or any of its Subsidiaries or shall commence any case or
         other proceeding relating to the Borrower, any Guarantor or any of its
         Subsidiaries under any bankruptcy, reorganization, arrangement,
         insolvency, readjustment of debt, dissolution or liquidation or similar
         law of any jurisdiction, now or hereafter in effect, or shall take any
         action to authorize or in furtherance of any of the foregoing, or if
         any such petition or application shall be filed or any such case or
         other proceeding shall be commenced against the Borrower, any Guarantor
         or any of its Subsidiaries (other than a DeMinimis Subsidiary) and the
         Borrower, any Guarantor or any of its Subsidiaries shall indicate its
         approval thereof, consent thereto or acquiescence therein or such
         petition or application shall not have been dismissed within forty-five
         (45) days following the filing thereof;

                  (h) a decree or order is entered appointing any such trustee,
         custodian, liquidator or receiver or adjudicating the Borrower, any
         Guarantor or any of its Subsidiaries (other than a DeMinimis
         Subsidiary) 
<PAGE>   70
                                                                         Page 64


         bankrupt or insolvent, or approving a petition in any such case or
         other proceeding, or a decree or order for relief is entered in respect
         of the Borrower, any Guarantor or any Subsidiary (other than a
         DeMinimis Subsidiary) of the Borrower or Guarantor in an involuntary
         case under federal bankruptcy laws as now or hereafter constituted;

                  (i) there shall remain in force, undischarged, unsatisfied and
         unstayed, for more than thirty days, whether or not consecutive, any
         final judgment against the Borrower, any Guarantor or any of its
         Subsidiaries that, with other outstanding final judgments,
         undischarged, against the Borrower, such Guarantor or any of its
         Subsidiaries exceeds in the aggregate $5,000,000;

                  (j) if any of the Loan Documents shall be cancelled,
         terminated, revoked or rescinded otherwise than in accordance with the
         terms thereof or with the express prior written agreement, consent or
         approval of the Banks, or any action at law, suit or in equity or other
         legal proceeding to cancel, revoke or rescind any of the Loan Documents
         shall be commenced by or on behalf of the Borrower, the Guarantors or
         any of its Subsidiaries party thereto or any of their respective
         stockholders, or any court or any other governmental or regulatory
         authority or agency of competent jurisdiction shall make a
         determination that, or issue a judgment, order, decree or ruling to the
         effect that, any one or more of the Loan Documents is illegal, invalid
         or unenforceable in accordance with the terms thereof;

                  (k) the Borrower or any ERISA Affiliate incurs any liability
         to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA
         in an aggregate amount exceed $5,000,000; the Borrower or any ERISA
         Affiliate is assessed with withdrawal liability pursuant to Title IV of
         ERISA by a Multiemployer Plan requiring aggregate annual payments
         exceeding $5,000,000, or any of the following occurs with respect to a
         Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to
         make a required installment or other payment (within the meaning of
         sec.302(f)(1) of ERISA), provided the Agent determines in its
         reasonable discretion that such event (A) could be expected to result
         in liability of the Borrower to the PBGC or the Plan in an aggregate
         amount exceeding $5,000,000 and (B) could constitute grounds for the
         termination of such Plan by the PBGC, for the appointment by the
         appropriate United States District Court of a trustee to administer
         such Plan or for the imposition of a lien in favor of the Guaranteed
         Pension Plan; (ii) the appointment by a United States District Court of
         a trustee to administer such Plan; or (iii) the institution by the PBGC
         of proceedings to terminate such Plan;

                  (l) the Borrower, any Guarantor or any of its Subsidiaries
         shall be enjoined, restrained or in any way prevented by the order of
         any court or any administrative or regulatory agency from conducting
         any material part of its business, such order shall continue in effect
         for more than thirty (30)

<PAGE>   71
                                                                         Page 65


         days and such order could reasonably be expected to have a Material
         Adverse Effect;

                  (m) there shall occur any strike, lockout, labor dispute,
         embargo, condemnation, act of God or public enemy, or other casualty,
         which in any such case causes, for more than fifteen (15) consecutive
         days, the cessation or substantial curtailment of revenue producing
         activities at any facility of the Borrower, Guarantor or any of its
         Subsidiaries if such event or circumstance is not covered by business
         interruption insurance and would have a Material Adverse Effect;

                  (n) there shall occur the loss, suspension or revocation of,
         or failure to renew, any license or permit now held or hereafter
         acquired by the Borrower, Guarantor or any of its Subsidiaries if such
         loss, suspension, revocation or failure to renew would have a Material
         Adverse Effect;

                  (o) the Borrower, Guarantor or any of its Subsidiaries shall
         be indicted for a state or federal crime, or any civil or criminal
         action shall otherwise have been brought or threatened against the
         Borrower, Guarantor or any of its Subsidiaries, a punishment for which
         in any such case could include the forfeiture of any assets of the
         Borrower, Guarantor or Subsidiary having a fair market value in excess
         of $5,000,000;

                  (p) the Borrower shall at any time, legally or beneficially
         own less than 100% of the capital stock of each of the Guarantors, as
         adjusted pursuant to any stock split, stock dividend or
         recapitalization or reclassification of the capital of such Person; or;

                  (q) any person or group of persons (within the meaning of
         Section 13 or 14 of the Securities Exchange Act of 1934, as amended)
         shall have acquired beneficial ownership (within the meaning of Rule
         13d-3 promulgated by the Securities and Exchange Commission under said
         Act) of thirty five percent (35%) or more of the outstanding shares of
         common stock of the Borrower; or, during any period of twelve
         consecutive calendar months, individuals who were directors of the
         Borrower on the first day of such period shall cease to constitute a
         majority of the board of directors of the Borrower.

then, and in any such event, so long as the same may be continuing, the Agent
may, and upon the request of the Majority Banks shall, by notice in writing to
the Borrower declare all amounts owing with respect to this Credit Agreement,
the Notes and the other Loan Documents and all Reimbursement Obligations to be,
and they shall thereupon forthwith become, immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived by the Borrower; PROVIDED that in the event of any Event
of Default specified in secs.14.1(g) or 14.1(h), all such amounts shall become
immediately due and payable automatically and without any requirement of notice
from the Agent or any Bank.

<PAGE>   72
                                                                         Page 66


         14.2. TERMINATION OF COMMITMENTS. If any one or more of the Events of
Default specified in sec.14.1(g) or sec.14.1(h) shall occur, any unused portion
of the credit hereunder shall forthwith terminate and each of the Banks shall be
relieved of all further obligations to make Loans to the Borrower and the Agent
shall be relieved of all further obligations to issue, extend or renew Letters
of Credit. If any other Event of Default shall have occurred and be continuing,
or if on any Drawdown Date or other date for issuing, extending or renewing any
Letter of Credit the conditions precedent to the making of the Loans to be made
on such Drawdown Date or (as the case may be) to issuing, extending or renewing
such Letter of Credit on such other date are not satisfied, the Agent may and,
upon the request of the Majority Banks, shall, by notice to the Borrower,
terminate the unused portion of the credit hereunder, and upon such notice being
given such unused portion of the credit hereunder shall terminate immediately
and each of the Banks shall be relieved of all further obligations to make Loans
and the Agent shall be relieved of all further obligations to issue, extend or
renew Letters of Credit. No termination of the credit hereunder shall relieve
the Borrower, the Guarantors or any of its Subsidiaries of any of the
Obligations.

         14.3. REMEDIES. In case any one or more of the Events of Default shall
have occurred and be continuing, and whether or not the Banks shall have
accelerated the maturity of the Loans pursuant to sec.14.1, each Bank, if owed
any amount with respect to the Loans or the Reimbursement Obligations, may, with
the consent of the Majority Banks but not otherwise, proceed to protect and
enforce its rights by suit in equity, action at law or other appropriate
proceeding, whether for the specific performance of any covenant or agreement
contained in this Credit Agreement and the other Loan Documents or any
instrument pursuant to which the Obligations to such Bank are evidenced,
including as permitted by applicable law the obtaining of the EX PARTE
appointment of a receiver, and, if such amount shall have become due, by
declaration or otherwise, proceed to enforce the payment thereof or any other
legal or equitable right of such Bank. No remedy herein conferred upon any Bank
or the Agent or the holder of any Note or purchaser of any Letter of Credit
Participation is intended to be exclusive of any other remedy and each and every
remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or any
other provision of law.

         14.4. DISTRIBUTION OF PROCEEDS. In the event that, following the
occurrence or during the continuance of any Default or Event of Default, the
Agent or any Bank, as the case may be, receives any monies in connection with
the enforcement of any the Loan Documents, such monies shall be distributed for
application as follows:

                  (a) First, to the payment of, or (as the case may be) the
         reimbursement of the Agent for or in respect of all reasonable costs,
         expenses, disbursements and losses which shall have been incurred or
         sustained by the Agent in connection with the collection of such monies
         by the Agent, for the exercise, protection or enforcement by the Agent
         of all or 
<PAGE>   73
                                                                         Page 67


         any of the rights, remedies, powers and privileges of the Agent under
         this Credit Agreement or any of the other Loan Documents or in respect
         of the Collateral or in support of any provision of adequate indemnity
         to the Agent against any taxes or liens which by law shall have, or may
         have, priority over the rights of the Agent to such monies;

                  (b) Second, to all other Obligations in such order or
         preference as the Majority Banks may determine; PROVIDED, HOWEVER, that
         distributions in respect of such obligations shall be made (i) PARI
         PASSU among Obligations with respect to the Agent's fee payable
         pursuant to sec.6.2 and all other Obligations and (ii) Obligations
         owing to the Banks with respect to each type of Obligation such as
         interest, principal, fees and expenses, shall be made among the Banks
         PRO RATA; and PROVIDED, FURTHER, that the Agent may in its discretion
         make proper allowance to take into account any Obligations not then due
         and payable;

                  (c) Third, upon payment and satisfaction in full or other
         provisions for payment in full satisfactory to the Banks and the Agent
         of all of the Obligations, to the payment of any obligations required
         to be paid pursuant to sec.9-504(1)(c) of the Uniform Commercial Code
         of the Commonwealth of Massachusetts; and

                  (d) Fourth, the excess, if any, shall be returned to the
         Borrower or to such other Persons as are entitled thereto.

                                   15. SETOFF.

         Regardless of the adequacy of any collateral, during the continuance of
any Event of Default, any deposits or other sums credited by or due from any of
the Banks to the Borrower or the Guarantors and any securities or other property
of the Borrower or the Guarantors in the possession of such Bank may be applied
to or set off by such Bank against the payment of Obligations and any and all
other liabilities, direct, or indirect, absolute or contingent, due or to become
due, now existing or hereafter arising, of the Borrower or the Guarantors, as
the case may be, to such Bank. Each of the Banks agrees with each other Bank
that (a) if an amount to be set off is to be applied to Indebtedness of the
Borrower or the Guarantors to such Bank, other than Indebtedness evidenced by
the Notes held by such Bank or constituting Reimbursement Obligations owed to
such Bank, such amount shall be applied ratably to such other Indebtedness and
to the Indebtedness evidenced by all such Notes held by such Bank or
constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank
shall receive from the Borrower or Guarantor, whether by voluntary payment,
exercise of the right of setoff, counterclaim, cross action, enforcement of the
claim evidenced by the Notes held by, or constituting Reimbursement Obligations
owed to, such Bank by proceedings against the Borrower or Guarantor at law or in
equity or by proof thereof in bankruptcy, reorganization, liquidation,
receivership or similar proceedings, or otherwise, and shall retain and apply to
the payment of the Note or Notes held by, or 
<PAGE>   74
                                                                         Page 68



Reimbursement Obligations owed to, such Bank any amount in excess of its ratable
portion of the payments received by all of the Banks with respect to the Notes
held by, and Reimbursement Obligations owed to, all of the Banks, such Bank will
make such disposition and arrangements with the other Banks with respect to such
excess, either by way of distribution, PRO TANTO assignment of claims,
subrogation or otherwise as shall result in each Bank receiving in respect of
the Notes held by it or Reimbursement obligations owed it, its proportionate
payment as contemplated by this Credit Agreement; PROVIDED that if all or any
part of such excess payment is thereafter recovered from such Bank, such
disposition and arrangements shall be rescinded and the amount restored to the
extent of such recovery, but without interest.

                              16. THE BANK AGENTS.

         16.1. AUTHORIZATION.

                  (a) Each of the Bank Agents is authorized to take such action
         on behalf of each of the Banks and to exercise all such powers as are
         hereunder and under any of the other Loan Documents and any related
         documents delegated to such Bank Agent, together with such powers as
         are reasonably incident thereto, PROVIDED that no duties or
         responsibilities not expressly assumed herein or therein shall be
         implied to have been assumed by such Bank Agent.

                  (b) The relationship between each Bank Agent and each of the
         Banks is that of an independent contractor. The use of the term "Agent"
         is for convenience only and is used to describe, as a form of
         convention, the independent contractual relationship between each Bank
         Agent and each of the Banks. Nothing contained in this Credit Agreement
         nor the other Loan Documents shall be construed to create an agency,
         trust or other fiduciary relationship between each Bank Agent and any
         of the Banks.

                  (c) As an independent contractor empowered by the Banks to
         exercise certain rights and perform certain duties and responsibilities
         hereunder and under the other Loan Documents, each Bank Agent is
         nevertheless a "representative" of the Banks, as that term is defined
         in Article 1 of the Uniform Commercial Code, for purposes of actions
         for the benefit of the Banks and each Bank Agent with respect to all
         collateral security and guaranties contemplated by the Loan Documents.
         Such actions include the designation of the Agent as "secured party",
         "mortgagee" or the like on all financing statements and other documents
         and instruments, whether recorded or otherwise, relating to the
         attachment, perfection, priority or enforcement of any security
         interests, mortgages or deeds of trust in collateral security intended
         to secure the payment or performance of any of the Obligations, all for
         the benefit of the Banks and each Bank Agent.

         16.2. EMPLOYEES AND AGENTS. Each Bank Agent may exercise its powers and
execute its duties by or through employees or agents and shall be entitled to
take, 

<PAGE>   75
                                                                         Page 69


and to rely on, advice of counsel concerning all matters pertaining to its
rights and duties under this Credit Agreement and the other Loan Documents. Each
Bank Agent may utilize the services of such Persons as such Bank Agent in its
sole discretion may reasonably determine, and all reasonable fees and expenses
of any such Persons shall be paid by the Borrower.

         16.3. NO LIABILITY. Neither any Bank Agent nor any of its shareholders,
directors, officers or employees nor any other Person assisting them in their
duties nor any agent or employee thereof, shall be liable to the Banks for any
waiver, consent or approval given or any action taken, or omitted to be taken,
in good faith by it or them hereunder or under any of the other Loan Documents,
or in connection herewith or therewith, or be responsible for the consequences
of any oversight or error of judgment whatsoever, except that each Bank Agent or
such other Person, as the case may be, may be liable for losses due to its
willful misconduct or gross negligence.

         16.4. NO REPRESENTATIONS. Neither of the Bank Agents shall be
responsible for the execution or validity or enforceability of this Credit
Agreement, the Notes, the Letters of Credit, any of the other Loan Documents or
any instrument at any time constituting, or intended to constitute, collateral
security for the Notes, or for the value of any such collateral security or for
the validity, enforceability or collectability of any such amounts owing with
respect to the Notes, or for any recitals or statements, warranties or
representations made herein or in any of the other Loan Documents or in any
certificate or instrument hereafter furnished to it by or on behalf of the
Borrower, the Guarantors or any of its Subsidiaries, or be bound to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
covenants or agreements herein or in any instrument at any time constituting, or
intended to constitute, collateral security for the Notes or to inspect any of
the properties, books or records of the Borrower, the Guarantors or any of its
Subsidiaries. The Agent shall not be bound to ascertain whether any notice,
consent, waiver or request delivered to it by the Borrower or any holder of any
of the Notes shall have been duly authorized or is true, accurate and complete.
Neither Bank Agent has made nor does it now make any representations or
warranties, express or implied, nor does it assume any liability to the Banks,
with respect to the credit worthiness or financial conditions of the Borrower,
the Guarantors or any of its Subsidiaries. Each Bank acknowledges that it has,
independently and without reliance upon either Bank Agent or any other Bank, and
based upon such information and documents as it has deemed appropriate, made its
own credit analysis and decision to enter into this Credit Agreement.

         16.5. PAYMENTS.

                  16.5.1. PAYMENTS TO AGENT. A payment by the Borrower or any
         Guarantor to the Agent hereunder or any of the other Loan Documents for
         the account of any Bank shall constitute a payment to such Bank. The
         Agent agrees promptly to distribute to each Bank such Bank's PRO RATA
         share of 
<PAGE>   76
                                                                         Page 70


         payments received by the Agent for the account of the Banks except as
         otherwise expressly provided herein or in any of the other Loan
         Documents.

                  16.5.2. DISTRIBUTION BY AGENT. If in the opinion of the Agent
         the distribution of any amount received by it in such capacity
         hereunder, under the Notes or under any of the other Loan Documents
         might involve it in liability, it may refrain from making distribution
         until its right to make distribution shall have been adjudicated by a
         court of competent jurisdiction. If a court of competent jurisdiction
         shall adjudge that any amount received and distributed by the Agent is
         to be repaid, each Person to whom any such distribution shall have been
         made shall either repay to the Agent its proportionate share of the
         amount so adjudged to be repaid or shall pay over the same in such
         manner and to such Persons as shall be determined by such court.

                  16.5.3. DELINQUENT BANKS. Notwithstanding anything to the
         contrary contained in this Credit Agreement or any of the other Loan
         Documents, any Bank that fails (a) to make available to the Agent its
         PRO RATA share of any Loan or to purchase any Letter of Credit
         Participation or (b) to comply with the provisions of sec.15 with
         respect to making dispositions and arrangements with the other Banks,
         where such Bank's share of any payment received, whether by setoff or
         otherwise, is in excess of its PRO RATA share of such payments due and
         payable to all of the Banks, in each case as, when and to the full
         extent required by the provisions of this Credit Agreement, shall be
         deemed delinquent (a "Delinquent Bank") and shall be deemed a
         Delinquent Bank until such time as such delinquency is satisfied. A
         Delinquent Bank shall be deemed to have assigned any and all payments
         due to it from the Borrower and the Guarantors, whether on account of
         outstanding Loans, Unpaid Reimbursement Obligations, interest, fees or
         otherwise, to the remaining nondelinquent Banks for application to, and
         reduction of, their respective PRO RATA shares of all outstanding Loans
         and Unpaid Reimbursement Obligations. The Delinquent Bank hereby
         authorizes the Agent to distribute such payments to the nondelinquent
         Banks in proportion to their respective PRO RATA shares of all
         outstanding Loans and Unpaid Reimbursement Obligations. A Delinquent
         Bank shall be deemed to have satisfied in full a delinquency when and
         if, as a result of application of the assigned payments to all
         outstanding Loans and Unpaid Reimbursement Obligations of the
         nondelinquent Banks, the Banks' respective PRO RATA shares of all
         outstanding Loans and Unpaid Reimbursement Obligations have returned to
         those in effect immediately prior to such delinquency and without
         giving effect to the nonpayment causing such delinquency.

         16.6. HOLDERS OF NOTES. The Agent may deem and treat the payee of any
Note or the purchaser of any Letter of Credit Participation as the absolute
owner or purchaser thereof for all purposes hereof until it shall have been
furnished in writing with a different name by such payee or by a subsequent
holder, assignee or transferee.

<PAGE>   77
                                                                         Page 71


         16.7. INDEMNITY. The Banks ratably agree hereby to indemnify and hold
harmless each Bank Agent from and against any and all claims, actions and suits
(whether groundless or otherwise), losses, damages, costs, expenses (including
any expenses for which such Bank Agent has not been reimbursed by the Borrower
and the Guarantors as required by sec.17), and liabilities of every nature and
character arising out of or related to this Credit Agreement, the Notes, or any
of the other Loan Documents or the transactions contemplated or evidenced hereby
or thereby, or such Bank Agent's actions taken hereunder or thereunder, except
to the extent that any of the same shall be directly caused by such Bank Agent's
willful misconduct or gross negligence.

         16.8. AGENT AS BANK. In its individual capacity, (a) BKB shall have the
same obligations and the same rights, powers and privileges in respect to its
Commitment and the Loans made by it, and as the holder of any of the Notes and
as the purchaser of any Letter of Credit Participations, as it would have were
it not also the Agent and (b) Mellon Bank, N.A .shall have the same obligations
and the same rights, powers and privileges in respect to its Commitment and the
Loans made by it, and as the holder of any of the Notes and as the purchaser of
any Letter of Credit Participations, as it would have were it not also the
Documentation Agent.

         16.9. RESIGNATION. Any Bank Agent may resign at any time by giving
sixty (60) days prior written notice thereof to the Banks, the Borrower and the
other Bank Agent Upon any such resignation, the Majority Banks shall have the
right to appoint a successor Bank Agent. Unless a Default or Event of Default
shall have occurred and be continuing, such successor Bank Agent shall be
reasonably acceptable to the Borrower. If no successor Bank Agent shall have
been so appointed by the Majority Banks and shall have accepted such appointment
within thirty (30) days after the retiring Banks Agent's giving of notice of
resignation, then the retiring Bank Agent may, on behalf of the Banks, appoint a
successor Bank Agent, which shall be a financial institution having a rating of
not less than A or its equivalent by Standard & Poor's Corporation. Upon the
acceptance of any appointment as a Bank Agent hereunder by a successor Bank
Agent, such successor Bank Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Bank Agent,
and the retiring Bank Agent shall be discharged from its duties and obligations
hereunder. After any retiring Bank Agent's resignation, the provisions of this
Credit Agreement and the other Loan Documents 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 a Bank Agent.

         16.10. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each Bank hereby
agrees that, upon learning of the existence of a Default or an Event of Default,
it shall promptly notify the Agent thereof. The Agent hereby agrees that upon
receipt of any notice under this sec.16.10 it shall promptly notify the other
Banks of the existence of such Default or Event of Default.

<PAGE>   78
                                                                         Page 72


                                  17. EXPENSES.

         The Borrower jointly and severally agrees to pay (a) the reasonable
costs of producing and reproducing this Credit Agreement, the other Loan
Documents and the other agreements and instruments mentioned herein, (b) without
duplication of sec.6.3.2 hereof, any taxes (including any interest and penalties
in respect thereto) payable by the Agent or any of the Banks (other than taxes
based upon the Agent's or any Bank's net income) on or with respect to the
transactions contemplated by this Credit Agreement (the Borrower hereby agreeing
to indemnify the Agent and each Bank with respect thereto), (c) the reasonable
fees, expenses and disbursements of the Agent's Special Counsel or any local
counsel to the Agent incurred in connection with the preparation, administration
or interpretation of the Loan Documents and other instruments mentioned herein,
each closing hereunder, and amendments, modifications, approvals, consents or
waivers hereto or hereunder, (d) the fees, expenses and disbursements of the
Agent incurred by the Agent in connection with the preparation, administration
or interpretation of the Loan Documents and other instruments mentioned herein,
including all appraisal charges, (e) all reasonable out-of-pocket expenses
(including without limitation reasonable attorneys' fees and costs, which
attorneys may be employees of any Bank or the Agent, and reasonable consulting,
accounting, appraisal, investment banking and similar professional fees and
charges) incurred by any Bank or the Agent in connection with (i) the
enforcement of or preservation of rights under any of the Loan Documents against
the Borrower, the Guarantors or any of its Subsidiaries or the administration
thereof after the occurrence of a Default or Event of Default and (ii) any
litigation, proceeding or dispute whether arising hereunder or otherwise, in any
way related to any Bank's or the Agent's relationship with the Borrower, the
Guarantors or any of its Subsidiaries and (f) all reasonable fees, expenses and
disbursements of any Bank or the Agent incurred in connection with UCC searches.
The covenants of this sec.17 shall survive payment or satisfaction of all other
Obligations.

                              18. INDEMNIFICATION.

         The Borrower jointly and severally agrees to indemnify and hold
harmless the Bank Agents and the Banks from and against any and all claims,
actions and suits whether groundless or otherwise, and from and against any and
all liabilities, losses, damages and expenses of every nature and character
arising out of this Credit Agreement or any of the other Loan Documents or the
transactions contemplated hereby including, without limitation, (a) any actual
or proposed use by the Borrower, the Guarantors or any of its Subsidiaries of
the proceeds of any of the Loans or Letters of Credit, (b) the Borrower, the
Guarantors or any of its Subsidiaries entering into or performing this Credit
Agreement or any of the other Loan Documents or (c) with respect to the
Borrower, the Guarantors and its Subsidiaries and their respective properties
and assets, the violation of any Environmental Law, the presence, disposal,
escape, seepage, leakage, spillage, discharge, emission, release or threatened
release of any Hazardous Substances or any action, suit, proceeding or
investigation brought or threatened with respect to 
<PAGE>   79
                                                                         Page 73


any Hazardous Substances (including, but not limited to, claims with respect to
wrongful death, personal injury or damage to property), in each case including,
without limitation, the reasonable fees and disbursements of counsel and
allocated costs of internal counsel incurred in connection with any such
investigation, litigation or other proceeding except to the extent that any of
the foregoing are directly caused by the gross negligence or willful misconduct
of the party seeking to be indemnified. In litigation, or the preparation
therefor, the Banks and the Bank Agents shall be entitled to select their own
counsel and, in addition to the foregoing indemnity, the Borrower jointly and
severally agrees to pay promptly the reasonable fees and expenses of such
counsel. If, and to the extent that the obligations of the Borrower under this
sec.18 are unenforceable for any reason, the Borrower hereby agrees to make the
maximum contribution to the payment in satisfaction of such obligations which is
permissible under applicable law. The covenants contained in this sec.18 shall
survive payment or satisfaction in full of all other Obligations.

                         19. SURVIVAL OF COVENANTS, ETC.

         All covenants, agreements, representations and warranties made herein,
in the Notes, in any of the other Loan Documents or in any documents or other
papers delivered by or on behalf of the Borrower, the Guarantors or any of its
Subsidiaries pursuant hereto shall be deemed to have been relied upon by the
Banks and the Bank Agents, notwithstanding any investigation heretofore or
hereafter made by any of them, and shall survive the making by the Banks of any
of the Loans and the issuance, extension or renewal of any Letters of Credit, as
herein contemplated, and shall continue in full force and effect so long as any
Letter of Credit or any amount due under this Credit Agreement or the Notes or
any of the other Loan Documents remains outstanding or any Bank has any
obligation to make any Loans or the Agent has any obligation to issue, extend or
renew any Letter of Credit, and for such further time as may be otherwise
expressly specified in this Credit Agreement. All statements contained in any
certificate or other paper delivered to any Bank or the Agent at any time by or
on behalf of the Borrower, the Guarantors or any of its Subsidiaries pursuant
hereto or in connection with the transactions contemplated hereby shall
constitute representations and warranties by the Borrower, the Guarantors or
such Subsidiary hereunder.

                        20. ASSIGNMENT AND PARTICIPATION.

         20.1. CONDITIONS TO ASSIGNMENT BY BANKS. Except as provided herein,
each Bank may assign to one or more Eligible Assignees all or a portion of its
interests, rights and obligations under this Credit Agreement (including all or
a portion of its Commitment Percentage and Commitment and the same portion of
the Loans at the time owing to it, the Notes held by it and its participating
interest in the risk relating to any Letters of Credit); PROVIDED that (a) each
of the Agent and, unless a Default or Event of Default shall have occurred and
be continuing, the Borrower shall have given its prior written consent to such
assignment, which consent, in the case of the Borrower, will not be unreasonably
withheld, (b) each such assignment 

<PAGE>   80
                                                                         Page 74


shall be of a constant, and not a varying, percentage of all the assigning
Bank's rights and obligations under this Credit Agreement, (c) each assignment
shall be in an amount that is a minimum amount of $10,000,000 and (d) the
parties to such assignment shall execute and deliver to the Agent, for recording
in the Register (as hereinafter defined), an Assignment and Acceptance,
substantially in the form of EXHIBIT E hereto (an "Assignment and Acceptance"),
together with any Notes subject to such assignment. Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Assignment and Acceptance, which effective date shall be at least five
(5) Business Days after the execution thereof, (i) the assignee thereunder shall
be a party hereto and, to the extent provided in such Assignment and Acceptance,
have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank
shall, to the extent provided in such assignment and upon payment to the Agent
of the registration fee referred to in sec.20.3, be released from its
obligations under this Credit Agreement.

         20.2. CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS; COVENANTS.
By executing and delivering an Assignment and Acceptance, the parties to the
assignment thereunder confirm to and agree with each other and the other parties
hereto as follows:

                  (a) other than the representation and warranty that it is the
         legal and beneficial owner of the interest being assigned thereby free
         and clear of any adverse claim, the assigning Bank makes no
         representation or warranty, express or implied, and assumes no
         responsibility with respect to any statements, warranties or
         representations made in or in connection with this Credit Agreement or
         the execution, legality, validity, enforceability, genuineness,
         sufficiency or value of this Credit Agreement, the other Loan Documents
         or any other instrument or document furnished pursuant hereto or the
         attachment, perfection or priority of any security interest or
         mortgage,

                  (b) the assigning Bank makes no representation or warranty and
         assumes no responsibility with respect to the financial condition of
         the Borrower, the Guarantors and its Subsidiaries or any other Person
         primarily or secondarily liable in respect of any of the Obligations,
         or the performance or observance by the Borrower, the Guarantors and
         its Subsidiaries or any other Person primarily or secondarily liable in
         respect of any of the Obligations of any of their obligations under
         this Credit Agreement or any of the other Loan Documents or any other
         instrument or document furnished pursuant hereto or thereto;

                  (c) such assignee confirms that it has received a copy of this
         Credit Agreement, together with copies of the most recent financial
         statements referred to in sec.8.4 and sec.9.4 and such other documents
         and information as it has deemed appropriate to make its own credit
         analysis and decision to enter into such Assignment and Acceptance;
<PAGE>   81
                                                                         Page 75



                  (d) such assignee will, independently and without reliance
         upon the assigning Bank, the Agent or any other Bank 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 Credit Agreement;

                  (e) such assignee represents and warrants that it is an
         Eligible Assignee;

                  (f) such assignee appoints and authorizes each of the Bank
         Agents to take such action as agent on its behalf and to exercise such
         powers under this Credit Agreement and the other Loan Documents as are
         delegated to the Agent by the terms hereof or thereof, together with
         such powers as are reasonably incidental thereto;

                  (g) such assignee agrees that it will perform in accordance
         with their terms all of the obligations that by the terms of this
         Credit Agreement are required to be performed by it as a Bank;

                  (h) such assignee represents and warrants that it is legally
         authorized to enter into such Assignment and Acceptance; and

                  (i) such assignee acknowledges that it has made arrangements
         with the assigning Bank satisfactory to such assignee with respect to
         its PRO RATA share of Letter of Credit Fees in respect of outstanding
         Letters of Credit.

         20.3. REGISTER. The Agent shall maintain a copy of each Assignment and
Acceptance delivered to it and a register or similar list (the "Register") for
the recordation of the names and addresses of the Banks and the Commitment
Percentage of, and principal amount of the Revolving Credit Loans owing to and
Letter of Credit Participations purchased by, the Banks from time to time. The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrower, the Agent and the Banks may treat each Person whose name is
recorded in the Register as a Bank hereunder for all purposes of this Credit
Agreement. The Register shall be available for inspection by the Borrower and
the Banks at any reasonable time and from time to time upon reasonable prior
notice. Upon each such recordation, the assigning Bank agrees to pay to the
Agent a registration fee in the sum of $2,500.

         20.4. NEW NOTES. Upon its receipt of an Assignment and Acceptance
executed by the parties to such assignment, together with each Note subject to
such assignment, the Agent shall (a) record the information contained therein in
the Register, and (b) give prompt notice thereof to the Borrower and the Banks
(other than the assigning Bank). Within five (5) Business Days after receipt of
such notice, the Borrower, at its own expense, shall execute and deliver to the
Agent, in exchange for each surrendered Note, a new Note to the order of such
Eligible Assignee in an amount equal to the amount assumed by such Eligible
Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank
has 
<PAGE>   82
                                                                         Page 76



retained some portion of its obligations hereunder, a new Note to the order of
the assigning Bank in an amount equal to the amount retained by it hereunder.
Such new Notes shall provide that they are replacements for the surrendered
Notes, shall be in an aggregate principal amount equal to the aggregate
principal amount of the surrendered Notes, shall be dated the effective date of
such in Assignment and Acceptance and shall otherwise be substantially the form
of the assigned Notes. Within five (5) days of issuance of any new Notes
pursuant to this sec.20.4, the Borrower shall deliver an opinion of counsel,
addressed to the Banks and the Agent, relating to the due authorization,
execution and delivery of such new Notes and the legality, validity and binding
effect thereof, in form and substance satisfactory to the Banks. The surrendered
Notes shall be cancelled and returned to the Borrower.

         20.5. PARTICIPATIONS. Each Bank may sell participations to one or more
banks or other entities in all or a portion of such Bank's rights and
obligations under this Credit Agreement and the other Loan Documents; PROVIDED
that (a) each such participation shall be in an amount of not less than
$10,000,000, (b) any such sale or participation shall not affect the rights and
duties of the selling Bank hereunder to the Borrower and (c) the only rights
granted to the participant pursuant to such participation arrangements with
respect to waivers, amendments or modifications of the Loan Documents shall be
the rights to approve waivers, amendments or modifications that would reduce the
principal of or the interest rate on any Loans, extend the term or increase the
amount of the Commitment of such Bank as it relates to such participant, reduce
the amount of any commitment fees or Letter of Credit Fees to which such
participant is entitled or extend any regularly scheduled payment date for
principal or interest.

         20.6. DISCLOSURE. The Borrower agrees that in addition to disclosures
made in accordance with standard and customary banking practices any Bank may
disclose information obtained by such Bank pursuant to this Credit Agreement to
assignees or participants and potential assignees or participants hereunder;
PROVIDED that such assignees or participants or potential assignees or
participants shall agree (a) to treat in confidence such information unless such
information otherwise becomes public knowledge, (b) not to disclose such
information to a third party, except as required by law or legal process and (c)
not to make use of such information for purposes of transactions unrelated to
such contemplated assignment or participation.

         20.7. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWER. If any
assignee Bank is an Affiliate of the Borrower or Guarantor, then any such
assignee Bank shall have no right to vote as a Bank hereunder or under any of
the other Loan Documents for purposes of granting consents or waivers or for
purposes of agreeing to amendments or other modifications to any of the Loan
Documents or for purposes of making requests to the Agent pursuant to sec.14.1 
or sec.14.2, and the determination of the Majority Banks shall for all purposes
of this Credit Agreement and the other Loan Documents be made without regard to
such assignee Bank's interest in any of the Loans. If any Bank sells a
participating interest in any of the Loans or Reimbursement Obligations to a
participant, and such participant is the 
<PAGE>   83
                                                                         Page 77



Borrower or any Guarantor or an Affiliate of the Borrower or any Guarantor, then
such transferor Bank shall promptly notify the Agent of the sale of such
participation. A transferor Bank shall have no right to vote as a Bank hereunder
or under any of the other Loan Documents for purposes of granting consents or
waivers or for purposes of agreeing to amendments or modifications to any of the
Loan Documents or for purposes of making requests to the Agent pursuant to
sec.14.1 or sec.14.2 to the extent that such participation is beneficially owned
by the Borrower or any Guarantor or any Affiliate of the Borrower or any
Guarantor, and the determination of the Majority Banks shall for all purposes of
this Credit Agreement and the other Loan Documents be made without regard to the
interest of such transferor Bank in the Loans to the extent of such
participation.

         20.8. MISCELLANEOUS ASSIGNMENT PROVISIONS. Any assigning Bank shall
retain its rights to be indemnified pursuant to sec.17 with respect to any
claims or actions arising prior to the date of such assignment. If any
assignee Bank is not incorporated under the laws of the United States of
America or any state thereof, it shall, prior to the date on which any interest
or fees are payable hereunder or under any of the other Loan Documents for its
account, deliver to the Borrower and the Agent certification as to its
exemption from deduction or withholding of any United States federal income
taxes. If any Reference Bank transfers all of its interest, rights and
obligations under this Credit Agreement, the Agent shall, in consultation with
the Borrower and with the consent of the Borrower and the Majority Banks,
appoint another Bank to act as a Reference Bank hereunder. Anything contained
in this sec.20 to the contrary notwithstanding, any Bank may at any time pledge
all or any portion of its interest and rights under this Credit Agreement
(including all or any portion of its Notes) to any of the twelve Federal
Reserve Banks organized under sec.4 of the Federal Reserve Act, 12 U.S.C.
sec.341. No such pledge or the enforcement thereof shall release the pledgor
Bank from its obligations hereunder or under any of the other Loan Documents.

         20.9. ASSIGNMENT BY BORROWER. The Borrower shall not assign or transfer
any of its rights or obligations under any of the Loan Documents without the
prior written consent of each of the Banks.

                                21. NOTICES, ETC.

         Except as otherwise expressly provided in this Credit Agreement, all
notices and other communications made or required to be given pursuant to this
Credit Agreement or the Notes or any Letter of Credit Applications shall be in
writing and shall be delivered in hand, mailed by United States registered or
certified first class mail, postage prepaid, sent by overnight courier, or sent
by telegraph, telecopy, facsimile or telex and confirmed by delivery via courier
or postal service, addressed as follows:

                  (a) if to the Borrower or any Guarantor, at Dynatech
         Corporation, Three New England Executive Park, Burlington,
         Massachusetts 01803, 

<PAGE>   84
                                                                         Page 78


         Attention: Chief Financial Officer, or at such other address for notice
         as the Borrower shall last have furnished in writing to the Person
         giving the notice;

                  (b) if to the Agent, at 100 Federal Street, Boston,
         Massachusetts 02110, USA, Attention: Debra E. DelVecchio, Vice
         President, or such other address for notice as the Agent shall last
         have furnished in writing to the Person giving the notice;

                  (c) if to the Documentation Agent, at One Boston Place,
         Boston, Massachusetts 02108, Attention: Robert H. Summersgill, First
         Vice President, or such other address for notice as the Documentation
         Agent shall last have furnished in writing to the Person giving the
         notice; and

                  (d) if to any Bank, at such Bank's address set forth on
         SCHEDULE 1 hereto, or such other address for notice as such Bank shall
         have last furnished in writing to the Person giving the notice.

         Any such notice or demand shall be deemed to have been duly given or
made and to have become effective (i) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile and
(ii) if sent by registered or certified first-class mail, postage prepaid, on
the third Business Day following the mailing thereof.

                               22. GOVERNING LAW.

         THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID COMMONWEALTH OF MASSACHUSETTS
(EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER AND
THE GUARANTORS AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE
COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS
TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY
SUCH SUIT BEING MADE UPON THE BORROWER OR THE GUARANTORS BY MAIL AT THE ADDRESS
SPECIFIED IN SEC.21. THE BORROWER AND THE GUARANTORS HEREBY WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH
COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.
<PAGE>   85

                                                                         Page 79


                                  23. HEADINGS.

         The captions in this Credit Agreement are for convenience of reference
only and shall not define or limit the provisions hereof.

                                24. COUNTERPARTS.

         This Credit Agreement and any amendment hereof may be executed in
several counterparts and by each party on a separate counterpart, each of which
when executed and delivered shall be an original, and all of which together
shall constitute one instrument. In proving this Credit Agreement it shall not
be necessary to produce or account for more than one such counterpart signed by
the party against whom enforcement is sought.

                           25. ENTIRE AGREEMENT, ETC.

         The Loan Documents and any other documents executed in connection
herewith or therewith express the entire understanding of the parties with
respect to the transactions contemplated hereby. Neither this Credit Agreement
nor any term hereof may be changed, waived, discharged or terminated, except as
provided in sec.27.

                            26. WAIVER OF JURY TRIAL.

         Each of the Borrower and the Guarantors hereby waives its right to a
jury trial with respect to any action or claim arising out of any dispute in
connection with this Credit Agreement, the Notes or any of the other Loan
Documents, any rights or obligations hereunder or thereunder or the performance
of which rights and obligations. Except as prohibited by law, each of the
Borrower and the Guarantors hereby waives any right it may have to claim or
recover in any litigation referred to in the preceding sentence any special,
exemplary, punitive or consequential damages or any damages other than, or in
addition to, actual damages. The Borrower and the Guarantors (a) certifies that
no representative, agent or attorney of any Bank or any Bank Agent has
represented, expressly or otherwise, that such Bank or such Bank Agent would
not, in the event of litigation, seek to enforce the foregoing waivers and (b)
acknowledges that each Bank Agent and the Banks have been induced to enter into
this Credit Agreement, the other Loan Documents to which it is a party by, among
other things, the waivers and certifications contained herein.

                     27. CONSENTS, AMENDMENTS, WAIVERS, ETC.

         Any consent or approval required or permitted by this Credit Agreement
to be given by all of the Banks may be given, and any term of this Credit
Agreement, the other Loan Documents or any other instrument related hereto or
mentioned herein may be amended, and the performance or observance by the
Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the
other Loan Documents or such other instrument or the continuance of any Default
or Event of Default may 
<PAGE>   86
                                                                         Page 80



be waived (either generally or in a particular instance and either retroactively
or prospectively) with, but only with, the written consent of the Borrower and
the written consent of the Majority Banks. Notwithstanding the foregoing, the
rate of interest on the Notes (other than interest accruing pursuant to
sec.6.11.2 following the effective date of any waiver by the Majority Banks of
thE Default or Event of Default relating thereto), the term of the Notes, any
date fixed for payment, any release of a Guarantor not expressly permitted to be
released pursuant to the terms of this Credit Agreement, the principal amount
due with respect to any Loans and/or any Reimbursement Obligations, the amount
and/or the expiration date of the Commitments of the Banks, and the amount of
commitment fee or Letter of Credit Fees hereunder may not be changed without the
written consent of the Borrower and the written consent of each Bank; the
definition of Majority Banks may not be amended without the written consent of
all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees
payable for the Agent's account and sec.16 may not be amended without the
writteN consent of the Agent. No waiver shall extend to or affect any obligation
not expressly waived or impair any right consequent thereon. No course of
dealing or delay or omission on the part of the Agent or any Bank in exercising
any right shall operate as a waiver thereof or otherwise be prejudicial thereto.
No notice to or demand upon the Borrower shall entitle the Borrower to other or
further notice or demand in similar or other circumstances.

                                28. SEVERABILITY.

         The provisions of this Credit Agreement are severable and if any one
clause or provision hereof shall be held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or unenforceability shall affect
only such clause or provision, or part thereof, in such jurisdiction, and shall
not in any manner affect such clause or provision in any other jurisdiction, or
any other clause or provision of this Credit Agreement in any jurisdiction.

                           29. RELEASE OF GUARANTORS.

         In the event of a permitted disposition of the capital stock of any
Guarantor pursuant to and in accordance with the terms of sec.10.5.2 hereof, or
if any Guarantor shall otherwise cease to exist in accordancE with the terms of
this Credit Agreement, such Guarantor shall cease being a Guarantor as of the
date such Guarantor is either sold or ceases to exist without any further action
required by the Banks or the Agent.





<PAGE>   87
                                                                         Page 81


         IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

                                    
                                    DYNATECH CORPORATION




                                    By: /s/ Allan M. Kline
                                        ----------------------------------------
                                           Name: Allan M. Kline
                                           Title: VP, CFO and Treasurer


                                    DYNATECH USA, INC.
                                    ASINC, INCORPORATED
                                    COMCOTEC, INC.
                                    DATAVIEWS CORPORATION
                                    DA VINCI SYSTEMS, INC.
                                    DYNATECH COMMUNICATIONS, INC.
                                    INDUSTRIAL COMPUTER SOURCE
                                    ITRONIX CORPORATION
                                    PARALLAX GRAPHICS, INC.
                                    SYNERGISTIC SOLUTIONS, INC.
                                    TELECOMMUNICATIONS
                                       TECHNIQUES CORPORATION




                                    By: /s/ Allan M. Kline
                                        ----------------------------------------
                                           Name: Allan M. Kline
                                           Title: VP, CFO and Treasurer

                                    BANKBOSTON, N.A., individually and as Agent



                                    By: 
                                        ----------------------------------------
                                           Debra E. DelVecchio, Vice President



<PAGE>   88

         IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

                                    
                                    DYNATECH CORPORATION




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


                                    DYNATECH USA, INC.
                                    ASINC, INCORPORATED
                                    COMCOTEC, INC.
                                    DATAVIEWS CORPORATION
                                    DA VINCI SYSTEMS, INC.
                                    DYNATECH COMMUNICATIONS, INC.
                                    INDUSTRIAL COMPUTER SOURCE
                                    ITRONIX CORPORATION
                                    PARALLAX GRAPHICS, INC.
                                    SYNERGISTIC SOLUTIONS, INC.
                                    TELECOMMUNICATIONS
                                       TECHNIQUES CORPORATION




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

                                    BANKBOSTON, N.A., individually and as Agent



                                    By: /s/ Debra E. DelVecchio
                                        ----------------------------------------
                                           Debra E. DelVecchio, Vice President



<PAGE>   89
                                                                         Page 82


                                    MELLON BANK, N.A., individually and
                                    as Documentation Agent



                                    By: /s/ Steven J. Wagner
                                        ----------------------------------------
                                           Name: Steven J. Wagner
                                           Title: Relationship Officer

                                    ABN AMRO BANK N.V., BOSTON BRANCH



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



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

                                    THE BANK OF NOVA SCOTIA



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

                                    THE SANWA BANK, LIMITED



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

                                  
                                    USTRUST



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

<PAGE>   90

                                                                         Page 82


                                    MELLON BANK, N.A., individually and
                                    as Documentation Agent



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

                                    ABN AMRO BANK N.V., BOSTON BRANCH



                                    By: /s/ Carol A. Levine
                                        ----------------------------------------
                                           Name: Carol A. Levine
                                           Title: Senior Vice President



                                    By: /s/ James E. Davis
                                        ----------------------------------------
                                           Name: James E. Davis
                                           Title: Group Vice President

                                    THE BANK OF NOVA SCOTIA



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

                                    THE SANWA BANK, LIMITED



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

                                    USTRUST



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

<PAGE>   91

                                                                         Page 82


                                    MELLON BANK, N.A., individually and
                                    as Documentation Agent



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

                                    ABN AMRO BANK N.V., BOSTON BRANCH



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



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

                                    THE BANK OF NOVA SCOTIA



                                    By: /s/ T.M. Pitcher
                                        ----------------------------------------
                                           Name: T.M. Pitcher
                                           Title: Authorized Signatory

                                    THE SANWA BANK, LIMITED



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

                                    USTRUST



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

<PAGE>   92

                                                                         Page 82


                                    MELLON BANK, N.A., individually and
                                    as Documentation Agent



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

                                    ABN AMRO BANK N.V., BOSTON BRANCH



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



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

                                    THE BANK OF NOVA SCOTIA



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

                                    THE SANWA BANK, LIMITED



                                    By: /s/ Yutaka Higashino
                                        ----------------------------------------
                                           Name: Yutaka Higashino
                                           Title: Senior Vice President

                                    USTRUST



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

<PAGE>   93

                                                                         Page 82


                                    MELLON BANK, N.A., individually and
                                    as Documentation Agent



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

                                    ABN AMRO BANK N.V., BOSTON BRANCH



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



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

                                    THE BANK OF NOVA SCOTIA



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

                                    THE SANWA BANK, LIMITED



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

                                    USTRUST



                                    By: /s/ Brian C. Roche
                                        ----------------------------------------
                                           Name: Brian C. Roche
                                           Title: V.P.





<PAGE>   94



                                                                       EXHIBIT A

                                     FORM OF
                                  LOAN REQUEST

                              DYNATECH CORPORATION
                        THREE NEW ENGLAND EXECUTIVE PARK
                         BURLINGTON, MASSACHUSETTS 01803


                            [Insert Date of Request]


BankBoston, N.A., as Agent
100 Federal Street
Boston, Massachusetts  02110

Attention:        Debra E. DelVecchio, Vice President


         Re:      [LOAN] [CONVERSION] REQUEST UNDER REVOLVING CREDIT
                  AND TERM LOAN AGREEMENT DATED AS OF APRIL 29, 1997
                  --------------------------------------------------

Ladies and Gentlemen:

         Reference is made to the Revolving Credit and Term Loan Agreement dated
as of April 29, 1997 (as amended and in effect from time to time, the "Credit
Agreement"), among the undersigned, the Banks named therein and BankBoston,
N.A., as agent for itself and the other Banks. Capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Credit
Agreement.

         [Pursuant to sec.[2.6] of the Credit Agreement, we hereby request that
a Revolving Credit Loan in the amount of $_____ be made on ______, that such
Revolving Credit Loan be [a Base Rate Loan] [a Eurodollar Rate Loan with an
Interest Period of [1][2][3][6] months. [Pursuant to sec.[4] of the Credit
Agreement, we hereby request that the Term Loan be made on the Conversion Date
and that the Term Loan be a [Base Rate Loan] [a Eurodollar Rate Loan with an
Interest Period of [1][2][3][6] months]. This Loan Request constitutes a
certification that the conditions precedent set forth in [sec.[12] and]* 
sec.[13] of the Credit Agreement to the making of the Loans requested hereby 
have been satisfied as of the date hereof.]

         [Pursuant to sec.[2.7] of the Credit Agreement, we hereby request that
Revolving Credit Loans in an amount of $_________ which are currently
[Base][Eurodollar] Rate Loans be converted to [Base Rate Loans] [Eurodollar Rate
Loans with an Interest Period of [1][2][3][6] months on ____________ ___, ____.]


<PAGE>   95
                                      -2-


         [Pursuant to sec.4.5.2 of the Credit Agreement, we hereby request that
[a portion of] the Term Loan in an amount of $___ which is currently a
[Base][Eurodollar] Rate Loan be converted to a [Base Rate Loan] [Eurodollar Rate
Loan] on ______ __, ____.]

         [Insert appropriate disbursement instructions.]**

         We understand that this request is irrevocable and binding on us and
obligates us to accept the requested Loan on such date.


                                            Very truly yours,

                                            DYNATECH CORPORATION


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


*  denotes language to be included only in the request for the initial Revolving
   Credit Loans.

** denotes language to be included only in the initial request on the Closing
   Date.



<PAGE>   96



                                                                       EXHIBIT B


                          FORM OF REVOLVING CREDIT NOTE

$______________                                             as of April 29, 1997


         FOR VALUE RECEIVED, the undersigned DYNATECH CORPORATION (the
"Borrower"), hereby promises to pay to the order of [INSERT NAME OF LENDER] (the
"Bank") at the Agent's Head Office (as such term is defined in the Credit
Agreement referred to below):

                  (a) prior to or on the Revolving Credit Loan Maturity Date the
         principal amount of [INSERT AMOUNT] ($_________________) or, if less,
         the aggregate unpaid principal amount of Revolving Credit Loans made by
         the Bank to the Borrower pursuant to the Revolving Credit and Term Loan
         Agreement dated as of April 29, 1997 (as amended and in effect from
         time to time, the "Credit Agreement"), among the Borrower, the Bank and
         other parties thereto;

                  (b) the principal outstanding hereunder from time to time at 
         the times provided in the Credit Agreement; and

                  (c) interest on the principal balance hereof from time to time
         outstanding from the Closing Date under the Credit Agreement through
         and including the maturity date hereof at the times and at the rate
         provided in the Credit Agreement.

         This Note evidences borrowings under and has been issued by the
Borrower in accordance with the terms of the Credit Agreement. The Bank and any
holder hereof is entitled to the benefits of the Credit Agreement and the other
Loan Documents, and may enforce the agreements of the Borrower contained
therein, and any holder hereof may exercise the respective remedies provided for
thereby or otherwise available in respect thereof, all in accordance with the
respective terms thereof. All capitalized terms used in this Note and not
otherwise defined herein shall have the same meanings herein as in the Credit
Agreement.

         The Borrower irrevocably authorizes the Bank to make or cause to be
made, at or about the time of the Drawdown Date of any Revolving Credit Loan or
at the time of receipt of any payment of principal of this Note, an appropriate
notation on the grid attached to this Note, or the continuation of such grid, or
any other similar record, including computer records, reflecting the making of
such Revolving Credit Loan or (as the case may be) the receipt of such payment.
The outstanding amount of the Revolving Credit Loans set forth on the grid
attached to this Note, or the continuation of such grid, or any other similar
record, including computer records, maintained by the Bank with respect to any
Revolving Credit Loans shall be PRIMA 
<PAGE>   97
                                      -2-


FACIE evidence of the principal amount thereof owing and unpaid to the Bank, but
the failure to record, or any error in so recording, any such amount on any such
grid, continuation or other record shall not limit or otherwise affect the
obligations of the Borrower hereunder or under the Credit Agreement to make
payments of principal of and interest on this Note when due.

         The Borrower has the right in certain circumstances and the obligation
under certain other circumstances to prepay the whole or part of the principal
of this Note on the terms and conditions specified in the Credit Agreement.

         If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement.

         No delay or omission on the part of the Bank or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Bank or such holder, nor shall any delay, omission or waiver
on any one occasion be deemed a bar or waiver of the same or any other right on
any further occasion.

         The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.

         THIS NOTE AND THE OBLIGATION OF THE BORROWER HEREUNDER SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY
FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION
OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE
BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SEC.21 OF THE CREDIT AGREEMENT. THE
BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

         This Note shall be deemed to take effect as a sealed instrument under
the laws of the Commonwealth of Massachusetts.



<PAGE>   98
                                      -3-


         IN WITNESS WHEREOF, the undersigned has caused this Note to be signed
in its corporate name and its corporate seal to be impressed thereon by its duly
authorized officer as of the day and year first above written.


[Corporate Seal]                            DYNATECH CORPORATION




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


<PAGE>   99




<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------

                                             Amount of             Balance of
                        Amount             Principal Paid           Principal             Notation
      Date              of Loan              or Prepaid              Unpaid               Made By:

---------------------------------------------------------------------------------------------------------
<S>                    <C>                 <C>                     <C>                    <C>
---------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

---------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>   100




                                                                       EXHIBIT C


                                FORM OF TERM NOTE

$______________                                             as of April 29, 2000


         FOR VALUE RECEIVED, the undersigned DYNATECH CORPORATION (the
"Borrower"), hereby promises to pay to the order of [INSERT NAME OF LENDER] (the
"Bank") at the Agent's Head Office (as such term is defined in the Credit
Agreement referred to below):

                  (a) prior to or on the TermLoan Maturity Date the principal
         amount of [INSERT AMOUNT] ($_________________), evidencing the Term
         Loan made by the Bank to the Borrower pursuant to the Revolving Credit
         and Term Loan Agreement dated as of April 29, 1997 (as amended and in
         effect from time to time, the "Credit Agreement"), among the Borrower,
         the Bank and other parties thereto;

                  (b) the principal outstanding hereunder from time to time at 
         the times provided in the Credit Agreement; and

                  (c) interest from the date hereof on the principal amount from
         time to time outstanding to and including the Term Loan Maturity Date
         at the rates and terms and in all cases in accordance with the terms of
         the Credit Agreement.

         This Note evidences borrowings under and has been issued by the
Borrower in accordance with the terms of the Credit Agreement. The Bank and any
holder hereof is entitled to the benefits of the Credit Agreement and the other
Loan Documents, and may enforce the agreements of the Borrower contained
therein, and any holder hereof may exercise the respective remedies provided for
thereby or otherwise available in respect thereof, all in accordance with the
respective terms thereof. All capitalized terms used in this Note and not
otherwise defined herein shall have the same meanings herein as in the Credit
Agreement.

         The Borrower irrevocably authorizes the Bank to make or cause to be
made, at the time of receipt of any payment of principal on this Note, an
appropriate notation on the grid attached to this Note, or the continuation of
such grid, or any other similar record, including computer records, reflecting
the receipt of such payment. The outstanding amount of the Term Loan set forth
on the grid attached to this Note, or the continuation of such grid, or any
other similar record, including computer records, maintained by the Bank with
respect to the Term Loan shall be PRIMA FACIE evidence of the principal amount
thereof owing and unpaid to the Bank, but the failure to record, or any error in
so recording, any such amount on any such grid, continuation or other record
shall not limit or otherwise affect the obligation of

<PAGE>   101
                                      -2-


the Borrower hereunder or under the Credit Agreement to make payments of
principal of and interest on this Note when due.

         The Borrower has the right in certain circumstances and the obligation
under certain other circumstances to prepay the whole or part of the principal
of this Note on the terms and conditions specified in the Credit Agreement.

         If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement.

         No delay or omission on the part of the Bank or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Bank or such holder, nor shall any delay, omission or waiver
on any one occasion be deemed a bar or waiver of the same or any other right on
any further occasion.

         The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.

         THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY
FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION
OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE
BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SEC.21 OF THE CREDIT AGREEMENT. THE
BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

         This Note shall be deemed to take effect as a sealed instrument under
the laws of the Commonwealth of Massachusetts.



<PAGE>   102
                                      -3-


         IN WITNESS WHEREOF, the undersigned has caused this Note to be signed
in its corporate name and its corporate seal to be impressed thereon by its duly
authorized officer as of the day and year first above written.


[Corporate Seal]                         DYNATECH CORPORATION




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


<PAGE>   103


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------

                                             Amount of             Balance of
                        Amount             Principal Paid           Principal             Notation
      Date              of Loan              or Prepaid              Unpaid               Made By:

---------------------------------------------------------------------------------------------------------
<S>                    <C>                 <C>                     <C>                    <C>
---------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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</TABLE>


<PAGE>   104





                                                                       EXHIBIT D
                                                                       ------- -
                                     FORM OF
                             COMPLIANCE CERTIFICATE

                                     [Date]


BankBoston, N.A., as Agent
   and the Banks referred to below
100 Federal Street
Boston, Massachusetts  02110

Ladies and Gentlemen:

         Reference is hereby made to that certain Revolving Credit and Term Loan
Agreement dated as of April 29, 1997, (as amended, modified, supplemented or
restated and in effect from time to time, the "Credit Agreement") among Dynatech
Corporation (the "Borrower"), BankBoston, N.A. and the other lending
institutions which are, or may in the future become, parties to the Credit
Agreement (collectively, the "Banks") and BankBoston, N.A. as agent for the
Banks (the "Agent"). Capitalized terms used herein without definition shall have
the same meanings herein as in the Credit Agreement.

         This is a certificate delivered pursuant to sec.9.4(d) of the Credit
Agreement with respect to calculations of certain components of the criteria for
determining the Applicable Margin and for purposes of evidencing compliance with
the financial covenants provided for in ss.11 of the Credit Agreement. This
certificate has been duly executed by the principal financial or accounting
officer of the Borrower.

         To the best of the knowledge and belief of the undersigned: (a) each of
the representations and warranties contained in the Credit Agreement and the
other Loan Documents are true in all material respects as of the date hereof,
with the same effect as if made at and as of the date hereof (except to the
extent of any changes resulting from transactions contemplated or permitted by
the Credit Agreement and the other Loan Documents and to the extent that such
representations and warranties relate expressly to an earlier date); (b)
attached hereto as APPENDIX I and set forth in reasonable detail are
computations evidencing compliance with the covenants contained in sec.11 of the
Credit Agreement as of the date and for the applicable period to which the
financial statements delivered herewith relate as well as calculations relating
to the Leverage Ratio component of the Applicable Margin criteria as of the date
and for the applicable period to which the financial statements delivered
herewith relate; (c) the information furnished in the calculations attached
hereto was true, accurate, correct, and complete as of the last day of such
period and for such applicable period, as the case may be, subject to normal
year end adjustments; (d) as of the date hereof, no Default or Event of Default
has occurred or is continuing and (e) the [quarterly] [annual] financial
statements delivered to the Banks and the Agent herewith were prepared in
accordance with 

<PAGE>   105
                                      -2-


generally accepted accounting principles (except for the absence of footnotes
required by generally accepted accounting principles) and fairly represents the
financial position of the Borrower and its Subsidiaries as of the date thereof
[(subject, in the case of the quarterly financial statements, to year-end
adjustments)].

         In addition, together with this certificate, the Borrower is delivering
to the Agent the financial statements [describe date and period of applicable
financial statements] required pursuant to ss.9.4[a][b] of the Credit Agreement.

         IN WITNESS WHEREOF, the undersigned has executed this certificate as an
instrument under seal as of the date first written above.

                                      DYNATECH CORPORATION



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


<PAGE>   106




                        COMPLIANCE CERTIFICATE WORKSHEET
                        ---------- ----------- ---------

                              DYNATECH CORPORATION

                              As of ______________

Section                                                              Calculation
-------                                                              -----------

11.1 LEVERAGE RATIO.

     A. TOTAL FUNDED INDEBTEDNESS (SUM OF (1) -(3):                $___________

         (1)  Indebtedness for borrowed money, PLUS             $___________
         (2)  purchase money Indebtedness, PLUS                 $___________
         (3)  Indebtedness with respect to Capitalized Leases:  $___________

     B. EBITDA (for period of four consecutive fiscal quarters):   $___________

         (1)  Consolidated Net Income, PLUS                     $___________
         (2)  depreciation and amortization, PLUS               $___________
         (3)  noncash charges, PLUS                             $___________
         (4)  income tax expense, PLUS                          $___________
         (5)  Consolidated Total Interest Expense               $___________

     C. RATIO OF A TO B:                                           _____:_____
         (Not to be greater than 2.50:1.00 at the end of any fiscal quarter)

11.2 PROFITABLE OPERATIONS

     Consolidated Net Income for such fiscal quarter               $___________
         (exclusive of all noncash writedowns taken during
         or with respect to such period in connection with a
         Permitted Acquisition in an amount not to exceed
         $50,000,000 during the term of the Credit Agreement)
         (Not to be less than $1.00 for any fiscal quarter)

11.3 DEBT SERVICE.

     A. EBIT (for period of four consecutive fiscal quarters):     $___________

         (1)  EBITDA, LESS                                      $___________
         (2)  depreciation and amortization                     $___________

     B. CONSOLIDATED TOTAL INTEREST EXPENSE (for period

<PAGE>   107
                                      -2-


              of four consecutive fiscal quarters):                $____________

     C.RATIO OF A TO B:                                            _____:_____
         (Not to be less than 3.50:1.00 at the end of any fiscal quarter)

11.4 CURRENT RATIO.

     A. CONSOLIDATED CURRENT ASSETS:                               $____________

     B. CONSOLIDATED CURRENT LIABILITIES:                          $____________

     C. RATIO OF A TO B:                                           _____:_____
         (Not to be less than 2.00:1.00 at the end of any fiscal quarter)

11.5 CONSOLIDATED NET WORTH.

     CONSOLIDATED NET WORTH FOR PERIOD:                            $____________
         (calculated by adding back (a) any noncash
         writedowns taken during or with respect to such
         period in connection with a Permitted Acquisition
         in an amount not to exceed $50,000,000 during the
         term of the Credit Agreement and (b) up to
         $35,000,000 from the purchase of the Borrower's
         public securities)

         (1)  Consolidated Total Assets, OVER                   $___________
         (2)  Consolidated Total Liabilities, LESS              $___________
         (3)  stock/equity subscriptions receivables            $___________

     NOT TO BE LESS THAN ITEM (4) BELOW:

         (1)  $150,000,000, PLUS                                $___________
         (2)  50% of positive Consolidated Net Income, PLUS     $___________
         (3)  100% of net proceeds of any equity issuance       $___________
         (4)  Sum of (1) plus (2) plus (3)                         $____________




<PAGE>   108


                                                                       EXHIBIT E



                            ASSIGNMENT AND ACCEPTANCE
                            ---------- --- ----------

                            Dated as of _____________

         Reference is made to the Revolving Credit and Term Loan Agreement,
dated as of April 29, 1997 (as from time to time amended and in effect, the
"Credit Agreement"), by and among DYNATECH CORPORATION, a Massachusetts
corporation (the "Borrower"), the banking institutions referred to therein as
Banks (collectively, the "Banks"), and BANKBOSTON, N.A., a national banking
association, as agent (in such capacity, the "Agent") for the Banks. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Credit Agreement.

         _____________________  (the  "Assignor")  and  _____________________ 
(the  "Assignee")  hereby  agree  as follows:


         1. ASSIGNMENT. Subject to the terms and conditions of this Assignment
and Acceptance, the Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes without recourse to the Assignor, a
$_______________ interest in and to the rights, benefits, indemnities and
obligations of the Assignor under the Credit Agreement equal to ___% in respect
of the Total Commitment and the Term Loan immediately prior to the Effective
Date (as hereinafter defined).


         2. ASSIGNMENT. The Assignor (a) represents and warrants that (i) it is
legally authorized to enter into this Assignment and Acceptance, (ii) as of the
date hereof, its Commitment is $___________, its Commitment Percentage is ___%,
the aggregate outstanding principal balance of its Advances equals
$______________, the aggregate amount of its Letter of Credit Participations
equals $______________ and the aggregate outstanding balance of its Term Loan
equals $______________ (in each case after giving effect to the assignment
contemplated hereby but without giving effect to any contemplated assignments
which have not yet become effective), and (iii) immediately after giving effect
to all assignments which have not yet become effective, the Assignor's
Commitment Percentage will be sufficient to give effect to this Assignment and
Acceptance, (b) makes no representation or warranty, express or implied, and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or any of the
other Loan Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement, the other Loan
Documents or any other instrument or document furnished pursuant thereto or the
attachment, perfection or priority of any security interest or mortgage, other
than that it is the legal and beneficial owner of the interest being assigned by
it hereunder free and clear of any claim or encumbrance; (c) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or any of its Subsidiaries or any other

<PAGE>   109

                                      -2-


Person primarily or secondarily liable in respect of any of the Obligations, or
the performance or observance by the Borrower or any of its Subsidiaries or any
other Person primarily or secondarily liable in respect of any of the
Obligations of any of its obligations under the Credit Agreement or any of the
other Loan Documents or any other instrument or document delivered or executed
pursuant thereto; and (d) attaches hereto the Note delivered to it under the
Credit Agreement.

         The Assignor requests that the Borrower exchange the Assignor's Note
for new Notes payable to the Assignor and the Assignee as follows:

<TABLE>
<CAPTION>
               Notes Payable to
                 the Order of:                         Amount of Note
               ----------------                        --------------

               <S>                                     <C>
               Assignor                                $
               Assignee                                $

</TABLE>


         3. ASSIGNEE'S REPRESENTATIONS. The Assignee (a) represents and warrants
that (i) it is duly and legally authorized to enter into this Assignment and
Acceptance, (ii) the execution, delivery and performance of this Assignment and
Acceptance do not conflict with any provision of law or of the charter or
by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all
acts, conditions and things required to be done and performed and to have
occurred prior to the execution, delivery and performance of this Assignment and
Acceptance, and to render the same the legal, valid and binding obligation of
the Assignee, enforceable against it in accordance with its terms, have been
done and performed and have occurred in due and strict compliance with all
applicable laws; (b) confirms that it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant thereto and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (c) agrees that it will, independently and
without reliance upon the Assignor, the Agent or any other Bank 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
the Credit Agreement; (d) represents and warrants that it is an Eligible
Assignee; (e) appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers under the Credit Agreement and the other
Loan Documents as are delegated to the Agent by the terms thereof, together with
such powers as are reasonably incidental thereto; (f) agrees that it will
perform in accordance with their terms all the obligations which by the terms of
the Credit Agreement are required to be performed by it as a Bank; and (g)
acknowledges that it has made arrangements with the Assignor satisfactory to the
Assignee with respect to its pro rata share of Letter of Credit Fees in respect
of outstanding Letters of Credit.


         4. EFFECTIVE DATE. The effective date for this Assignment and
Acceptance shall be ____________ (the "Effective Date"). Following the execution
of this Assignment and Acceptance and the consent of the Company hereto having
been

<PAGE>   110
                                      -3-


obtained, each party hereto shall deliver its duly executed counterpart hereof
to the Agent for acceptance by the Agent and recording in the Register by the
Agent.


         5. RIGHTS UNDER CREDIT AGREEMENT. Upon such acceptance and recording,
from and after the Effective Date, (a) the Assignee shall be a party to the
Credit Agreement and, to the extent provided in this Assignment and Acceptance,
have the rights and obligations of a Bank thereunder, and (b) the Assignor
shall, with respect to that portion of its interest under the Credit Agreement
assigned hereunder, relinquish its rights and be released from its obligations
under the Credit Agreement; PROVIDED, HOWEVER, that the Assignor shall retain
its rights to be indemnified pursuant to sec.* of the Credit Agreement with
respect to any claims or actions arising prior to the Effective Date.


         6. PAYMENTS. Upon such acceptance of this Assignment and Acceptance by
the Agent and such recording, from and after the Effective Date, the Agent shall
make all payments in respect of the rights and interests assigned hereby
(including payments of principal, interest, fees and other amounts) to the
Assignee. The Assignor and the Assignee shall make any appropriate adjustments
in payments for periods prior to the Effective Date by the Agent or with respect
to the making of this assignment directly between themselves.


         7. GOVERNING LAW. THIS ASSIGNMENT AND ACCEPTANCE IS INTENDED TO TAKE
EFFECT AS A SEALED INSTRUMENT TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO
CONFLICT OF LAWS).


         8. COUNTERPARTS. This Assignment and Acceptance may be executed in any
number of counterparts which shall together constitute but one and the same
agreement.



<PAGE>   111

                                      -4-

         IN WITNESS WHEREOF, intending to be legally bound, each of the
undersigned has caused this Assignment and Acceptance to be executed on its
behalf by its officer thereunto duly authorized, as of the date first above
written.

                                    [INSERT NAME OF ASSIGNOR]



                                    By:
                                       -----------------------------------------

                                    Title:



                                    [INSERT NAME OF ASSIGNEE]



                                    By:
                                       -----------------------------------------
                                         Title:
CONSENTED TO:
------------

DYNATECH CORPORATION



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

BANKBOSTON, N.A., as 
Agent



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