<PAGE>   1

                                                                   EXHIBIT 10.19

                                                                  EXECUTION COPY

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                      AMENDED AND RESTATED CREDIT AGREEMENT


                          Dated as of February 26, 1998


                                      among


                           KENDLE INTERNATIONAL INC.,


                               THE SEVERAL LENDERS
                         FROM TIME TO TIME PARTY HERETO


                                       AND


                               NATIONSBANK, N.A.,
                           as Agent and Issuing Lender






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                                TABLE OF CONTENTS


SECTION 1  DEFINITIONS................................................  1
         1.1      Definitions.........................................  1
         1.2      Computation of Time Periods......................... 28
         1.3      Accounting Terms.................................... 28
         1.4      Terms Generally..................................... 28

SECTION 2  CREDIT FACILITIES.......................................... 28
         2.1      Revolving Loans..................................... 28
         2.2      Letter of Credit Subfacility........................ 30
         2.3      Competitive Bid Loans............................... 36

SECTION 3  OTHER PROVISIONS RELATING TO CREDIT FACILITIES............. 39
         3.1      Default Rate........................................ 39
         3.2      Extension and Conversion............................ 39
         3.3      Prepayments......................................... 40
         3.4      Termination and Reduction of Commitments............ 42
         3.5      Fees................................................ 43
         3.6      Increased Cost and Reduced Return................... 44
         3.7      Limitation on Types of Loans........................ 45
         3.8      Illegality.......................................... 46
         3.9      Treatment of Affected Loans......................... 46
         3.10     Taxes............................................... 46
         3.11     Compensation........................................ 48
         3.12     Pro Rata Treatment.................................. 49
         3.13     Sharing of Payments................................. 49
         3.14     Payments, Computations, Etc......................... 50
         3.15     Evidence of Debt.................................... 52

SECTION 4  CONDITIONS................................................. 52
         4.1      Closing Conditions.................................. 52
         4.2      Conditions to all Extensions of Credit.............. 55

SECTION 5  REPRESENTATIONS AND WARRANTIES............................. 57
         5.1      Financial Condition................................. 57
         5.2      No Material Change.................................. 58
         5.3      Organization and Good Standing...................... 58
         5.4      Power; Authorization; Enforceable Obligations....... 58
         5.5      No Conflicts........................................ 59
         5.6      No Default.......................................... 59
         5.7      Ownership of Assets................................. 59
         5.8      Indebtedness........................................ 59
         5.9      Litigation.......................................... 59
         5.10     Taxes............................................... 59
         5.11     Compliance with Law................................. 60


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         5.12     ERISA............................................... 60
         5.13     Subsidiaries........................................ 61
         5.14     Governmental Regulations, Etc....................... 61
         5.15     Purpose of Loans and Letters of Credit.............. 62
         5.16     Environmental Matters............................... 62
         5.17     Intellectual Property............................... 63
         5.18     Solvency............................................ 63
         5.19     Investments......................................... 64
         5.20     [Intentionally omitted]............................. 64
         5.21     Disclosure.......................................... 64
         5.22     No Burdensome Restrictions; Material Agreements..... 64
         5.23     Labor Matters....................................... 64
         5.24     Nature of Business.................................. 65
         5.25     Security Documents.................................. 65
         5.26     Transactions with Affiliates........................ 65
         5.27     Insurance........................................... 66

SECTION 6  AFFIRMATIVE COVENANTS...................................... 66
         6.1      Information Covenants............................... 66
         6.2      Preservation of Existence and Franchises............ 69
         6.3      Books and Records................................... 69
         6.4      Compliance with Law................................. 69
         6.5      Payment of Taxes and Other Indebtedness............. 69
         6.6      Insurance; Certain Proceeds......................... 69
         6.7      Maintenance of Property............................. 71
         6.8      Performance of Obligations.......................... 71
         6.9      Use of Proceeds..................................... 71
         6.10     Audits/Inspections.................................. 71
         6.11     Additional Credit Parties........................... 72
         6.12     Life Insurance...................................... 72

SECTION 7  NEGATIVE COVENANTS......................................... 73
         7.1      Indebtedness........................................ 73
         7.2      Liens............................................... 74
         7.3      Nature of Business.................................. 74
         7.4      Consolidation, Merger, Dissolution, etc............. 74
         7.5      Asset Dispositions.................................. 75
         7.6      Investments; Acquisitions........................... 76
         7.7      Restricted Payments................................. 76
         7.8      Prepayments of Indebtedness, etc.................... 77
         7.9      Transactions with Affiliates........................ 77
         7.10     Fiscal Year; Organizational Documents............... 77
         7.11     Limitation on Restricted Actions.................... 77
         7.12     Ownership of Subsidiaries: Limitations on Borrower.. 78
         7.13     Sale Leasebacks..................................... 78
         7.14     [intentionally omitted]............................. 78
         7.15     No Further Negative Pledges......................... 78

                                       ii

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         7.16     Impairment of Security Interests.................... 78
         7.17     Sales of Receivables................................ 79
         7.18     Financial Covenants................................. 79

SECTION 8  EVENTS OF DEFAULT.......................................... 79
         8.1      Events of Default................................... 79
         8.2      Acceleration; Remedies.............................. 83

SECTION 9  AGENCY PROVISIONS.......................................... 84
         9.1      Appointment, Powers and Immunities.................. 84
         9.2      Reliance by Agent................................... 85
         9.3      Defaults............................................ 85
         9.4      Rights as Lender.................................... 85
         9.5      Indemnification..................................... 86
         9.6      Non-Reliance on Agent and Other Lenders............. 86
         9.7      Resignation of Agent................................ 87

SECTION 10  MISCELLANEOUS............................................. 87
         10.1     Notices............................................. 87
         10.2     Right of Set-Off.................................... 88
         10.3     Benefit of Agreement................................ 89
         10.4     No Waiver; Remedies Cumulative...................... 91
         10.5     Expenses; Indemnification........................... 91
         10.6     Amendments, Waivers and Consents.................... 92
         10.7     Counterparts........................................ 94
         10.8     Headings............................................ 94
         10.9     Survival............................................ 94
         10.10    Governing Law; Submission to Jurisdiction; Venue.... 95
         10.11    Severability........................................ 95
         10.12    Entirety............................................ 96
         10.13    Binding Effect; Termination......................... 96
         10.14    Confidentiality..................................... 96
         10.15    Source of Funds..................................... 96
         10.16    Conflict............................................ 97


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                                    SCHEDULES
                                    ---------


Schedule 1.1A     Investments
Schedule 1.1B     Liens
Schedule 2.1(a)   Commitments
Schedule 5.1      Liabilities
Schedule 5.2      Distributions
Schedule 5.4      Required Consents, Authorizations, Notices and Filings
Schedule 5.9      Litigation
Schedule 5.12     ERISA
Schedule 5.13     Subsidiaries
Schedule 5.16     Environmental Disclosures
Schedule 5.17     Intellectual Property
Schedule 5.22     Material Contracts
Schedule 5.23     Labor Matters
Schedule 5.25     Filing Locations
Schedule 7.1(b)   Indebtedness


                                    EXHIBITS
                                    --------

Exhibit A         Form of Pledge Agreement
Exhibit B         Form of Guarantors' Consent
Exhibit C         Form of Intercompany Note
Exhibit D         Form of Assignment and Acceptance
Exhibit E         Form of Notice of Borrowing
Exhibit F         Form of Revolving Note
Exhibit G         Form of Notice of Extension/Conversion
Exhibit H         Form of Competitive Bid Quote Request
Exhibit I         Form of Officer's Compliance Certificate
Exhibit J         Form of Joinder Agreement
Exhibit K         Form of Opinion of General Counsel
Exhibit L         [Intentionally omitted]
Exhibit M         Form of Competitive Bid Quote
Exhibit N         Form of Competitive Bid Note


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         AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 26, 1998 (as
amended, modified, restated or supplemented from time to time, this "AMENDED
AGREEMENT"), among KENDLE INTERNATIONAL INC., an Ohio corporation (the
"BORROWER"), the Lenders (as defined herein) and NATIONSBANK, N. A., as Agent
for the Lenders (in such capacity, the "AGENT").

         The Borrower has requested that the Lenders provide a credit facility
to the Borrower in the aggregate principal amount of up to $30,000,000 for the
purposes set forth in this Amended Agreement below. The Lenders have agreed to
make the requested credit facility available to the Borrower on the terms and
subject to the conditions set forth in this Amended Agreement below. This
Amended Agreement is an amendment and restatement of the Existing Credit
Agreement (as defined herein), and not a novation or discharge of the
obligations of the Borrower thereunder. Accordingly, the Borrower, the Lenders
and the Agent agree as follows:


                                  SECTION 1
                                 DEFINITIONS

         1.1 DEFINITIONS. As used in this Amended Agreement, the following terms
shall have the meanings specified below:

         "ABSOLUTE RATE" shall have the meaning assigned to such term in SECTION
2.3(C)(II)(C).

         "ABSOLUTE RATE AUCTION" shall mean a solicitation of Competitive Bid
Quotes setting forth Absolute Rates pursuant to SECTION 2.3.

         "ADDITIONAL GUARANTOR" shall mean each Person that becomes a Domestic
Subsidiary of the Borrower after the Effective Date.

         "ADJUSTED BASE RATE" shall mean the Base Rate PLUS the Applicable
Percentage.

         "ADJUSTED EURODOLLAR RATE" shall mean the Eurodollar Rate PLUS the
Applicable Percentage.

         "AFFECTED LOANS" shall have the meaning assigned to that term in
Section 3.9.

         "AFFECTED TYPE" shall have the meaning assigned to that term in Section
3.9.

         "AFFILIATE" shall mean (a) with respect to any Person (including the
Credit Parties), any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such Person and
(b) with respect to the Credit Parties, any Person directly or indirectly owning
or holding five percent (5%) or more of the equity interest in such Person. For
purposes of this definition, "control" when used with respect to any Person
shall mean the power to direct the management and policies of such Person,



<PAGE>   7



directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

         "AGENCY SERVICES ADDRESS" shall mean NationsBank, N.A., NC1-001-15-04,
101 North Tryon Street, Charlotte, North Carolina 28255, Attn: Agency Services,
or such other address as may be identified by written notice from the Agent to
the Borrower.

         "AGENT" shall have the meaning assigned to that term in the heading
hereof, together with its successors.

         "APPLICABLE LENDING OFFICE" shall mean, for each Lender and for each
Type of Loan, the "Lending Office" of such Lender (or of an Affiliate of such
Lender) designated for such Type of Loan on the signature pages hereof or such
other office of such Lender (or an Affiliate of such Lender) as such Lender may
from time to time specify to the Agent and the Borrower by written notice in
accordance with the terms hereof as the office by which its Loans of such Type
are to be made and maintained.

         "APPLICABLE PERCENTAGE" shall mean, for purposes of calculating (i) the
applicable interest rate for any day for any Eurodollar Loan, (ii) the
applicable rate of the Facility Fee for any day for purposes of Section 3.5(a),
(iii) the applicable interest rate for any Base Rate Loan and (iv) the
applicable rate of the Standby Letter of Credit Fee for any day for purposes of
Section 3.5(b)(i), the appropriate applicable percentage set forth in the table
below corresponding to the Leverage Ratio as of the most recent Calculation
Date:
<TABLE>
<CAPTION>
================================================================================================================================
                                               Applicable
  Pricing              Total                 Percentage For          Applicable Percentage          Applicable Percentage
   Level           Leverage Ratio           Eurodollar Loans          For Base Rate Loans             For Facility Fees
                                            and for Standby
                                         Letter of Credit Fees
<S>            <C>                       <C>                          <C>                           <C>
--------------------------------------------------------------------------------------------------------------------------------
     I            less than or
               equal to 1.0 to 1.0                 0.50%                        0.0%                          0.125%
--------------------------------------------------------------------------------------------------------------------------------
     II           less than or
              equal to 2.0 to 1.0 but
              greater than 1.0 to 1.0              0.625%                       0.0%                          0.20%
--------------------------------------------------------------------------------------------------------------------------------
    III           less than or
              equal to 2.5 to 1.0 but
             greater than 2.0 to 1.0               0.875%                       0.0%                          0.30%
--------------------------------------------------------------------------------------------------------------------------------
     IV           less than or
              equal to 3.0 to 1.0 but
             greater than 2.5 to 1.0               1.125%                      0.25%                          0.375%
================================================================================================================================
</TABLE>

Each Applicable Percentage shall be determined and adjusted quarterly on the
date (each a "CALCULATION DATE") five (5) Business Days after the date by which
the Borrower is required to provide an officer's certificate in accordance with
the provisions of Section 6.1(c) for the most recently ended fiscal quarter of
the Borrower; PROVIDED, THAT (a) the Applicable Percentages to be used for the
period from the Effective Date through the Agent's receipt of the officer's
certificate in accordance with the provisions of Section 6.1(c) for the
Borrower's


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fiscal quarter ending December 31, 1997, shall be based on Pricing Level I (as
shown above) and in the event that such officer's certificate indicates a
Pricing Level other than Pricing Level I (as shown above) was applicable to such
time period, the Borrower shall pay to the Administrative Agent on behalf of the
Lenders, an amount equal to the difference between (1) the total interest and
fees that would have been paid from the Effective Date through the applicable
Calculation Date had the correct Pricing Level been applicable, and (2) the
total interest and fees actually paid during such period based on Pricing Level
I, (b) after the delivery of the officer's certificate referred to in clause (a)
above, the Pricing Level shall be determined by the Leverage Ratio as of the
last day of the most recently ended fiscal quarter of the Borrower preceding the
applicable Calculation Date, and (c) if the Borrower fails to provide the
officer's certificate to the Agency Services Address as required by Section
6.1(c) for the most recently ended fiscal quarter of the Borrower preceding the
applicable Calculation Date, the Applicable Percentage from such Calculation
Date shall be based on Pricing Level IV (as shown above) until such time as an
appropriate officer's certificate is provided, whereupon the Pricing Level shall
be determined by the Leverage Ratio as of the last day of the most recently
ended fiscal quarter of the Borrower preceding such Calculation Date. Each
Applicable Percentage shall be effective from one Calculation Date until the
next Calculation Date. Any adjustment in the Applicable Percentages shall be
applicable to all Loans then existing or subsequently made or issued.

         "ASSET DISPOSITION" shall mean the disposition of any or all of the
assets of any Credit Party (including the Capital Stock of a Subsidiary),
whether by sale, lease (including any Sale and Leaseback Transaction), transfer,
Casualty, Condemnation or otherwise; PROVIDED THAT, the foregoing definition
shall not be deemed to imply that any such Asset Disposition is permitted under
this Amended Agreement. The term "Asset Disposition" shall not include any
Equity Issuance.

         "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and acceptance
entered into by a Lender and its assignee in the form of EXHIBIT D or such other
similar form as shall be approved by the Agent and the Borrower.

         "BANKRUPTCY CODE" shall mean the Bankruptcy Code in Title 11 of the
United States Code, as amended, modified, succeeded or replaced from time to
time.

         "BANKRUPTCY EVENT" shall mean, with respect to any Person, the
occurrence of any of the following with respect to such Person: (a) a court or
governmental agency having jurisdiction in the premises shall enter a decree or
order for relief in respect of such Person in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of such Person or for any substantial part of
its Property or ordering the winding up or liquidation of its affairs; or (b)
there shall be commenced against such Person an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or any case, proceeding or other action for the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of such Person or for any substantial part of its Property or for the
winding up or liquidation of its affairs, and such involuntary case or other
case, proceeding or other action shall remain undismissed, undischarged or
unbonded for a period of sixty (60) consecutive days; or (c)


                                        3

<PAGE>   9



such Person shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent to the
entry of an order for relief in an involuntary case under any such law, or
consent to the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of such Person
or for any substantial part of its Property or make any general assignment for
the benefit of creditors; or (d) such Person shall be unable to, or shall admit
in writing its inability to, pay its debts generally as they become due.

         "BASE RATE" shall mean, for any day, the rate per annum equal to the
higher of (a) the Federal Funds Rate for such day plus one-half of one percent
(0.5%) and (b) the Prime Rate for such day. Any change in the Base Rate due to a
change in the Prime Rate or the Federal Funds Rate shall be effective on the
effective date of such change in the Prime Rate or Federal Funds Rate.

         "BASE RATE LOAN" shall mean any Loan bearing interest at a rate
determined by reference to the Base Rate.

         "BORROWER" shall mean the Person identified as such in the heading
hereof, together with its permitted successors and assigns.

         "BUSINESS DAY" shall mean a day other than a Saturday, Sunday or other
day on which commercial banks in Charlotte, North Carolina or New York, New York
are authorized or required by law to close; EXCEPT, THAT, when used in
connection with a Eurodollar Loan, such day shall also be a day on which
dealings between banks are carried on in U.S. dollar deposits in London,
England.

         "CALCULATION DATE" shall have the meaning assigned to that term in the
definition of "Applicable Percentage" set forth in this Section 1.1.

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

         "CAPITAL STOCK" shall mean (a) in the case of a corporation, capital
stock, (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, (c) in the case of a partnership, partnership interests (whether
general or limited), (d) in the case of a limited liability company, membership
interests, (e) any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person and (f) all rights to purchase, warrants, options
and other securities exercisable for, exchangeable for or convertible into any
of the foregoing.

         "CASH EQUIVALENTS" shall mean (a) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (PROVIDED that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve (12) months from the date of acquisition, (b) U.S. dollar
denominated certificates of deposit of (i) any Lender, (ii) any domestic
commercial


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bank of recognized standing having capital and surplus in excess of $500,000,000
or (iii) any bank whose short-term commercial paper rating from S&P is at least
A-1 or the equivalent thereof or from Moody's is at least P-1 or the equivalent
thereof (any such bank being an "APPROVED BANK"), in each case with maturities
of not more than 270 days from the date of acquisition, (c) commercial paper and
variable or fixed rate notes issued by any Approved Bank (or by the parent
company thereof) or any variable rate notes issued by, or guaranteed by, any
domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or
P-1 (or the equivalent thereof) or better by Moody's and maturing within six (6)
months of the date of acquisition, (d) repurchase agreements with a bank or
trust company (including any of the Lenders) or recognized securities dealer
having capital and surplus in excess of $500,000,000 for direct obligations
issued by or fully guaranteed by the United States of America in which the
Borrower or any Subsidiary shall have a perfected first priority security
interest (subject to no other Liens) and having, on the date of purchase
thereof, a fair market value of at least 100% of the amount of the repurchase
obligations and (e) Investments, classified in accordance with GAAP as current
assets, in money market investment programs registered under the Investment
Company Act of 1940, as amended, which are administered by reputable financial
institutions having capital of at least $500,000,000 and the portfolios of which
are limited to Investments of the character described in the foregoing
subdivisions (a) through (d).

         "CASUALTY" shall mean any casualty or other loss, damage or destruction
of any Property of any Credit Party.

         "CHANGE OF CONTROL" shall mean any of the following events: (a) any
person or "group" (within the meaning of Rule 13d-5 under the Exchange Act),
together with its Affiliates, other than Candace Kendle Bryan and Christopher C.
Bergen, shall beneficially own, directly or indirectly, an amount of Capital
Stock of the Borrower entitled to fifteen percent (15%) or more of the Total
Voting Power of the Borrower; (b) Candace Kendle Bryan and Christopher C. Bergen
together cease to own shares of Capital Stock of the Borrower representing at
least twenty percent (20%) of the Total Voting Power of the Borrower; or (c)
during any period of two consecutive years, individuals who at the beginning of
such period constituted the Board of Directors of the Borrower (together with
any new directors whose election by such Board of Directors or whose nomination
for election by the shareholders of the Borrower was approved by a vote of
sixty-six and 2/3 percent (66-2/3%) of the directors of the Borrower then still
in office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the Borrower then
in office.

         "CHIEF FINANCIAL OFFICER" of any Person shall mean the chief financial
officer, principal accounting officer or similar officer of such Person.

         "CLOSING DATE" shall mean the closing date of the Existing Credit
Agreement.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended, and
any successor statute thereto, as interpreted by the rules and regulations
issued thereunder, in


                                        5

<PAGE>   11



each case as in effect from time to time. References to sections of the Code
shall be construed also to refer to any successor sections.

         "COLLATERAL" shall mean all the collateral which is identified in, and
at any time is purported to be covered by, the Collateral Documents.

         "COLLATERAL DOCUMENTS" shall mean the Pledge Agreement, the Life
Insurance Assignment, the Permitted Tax Distribution Agreements, such other
documents executed and delivered in connection with the attachment and
perfection of the Agent's security interests and liens arising thereunder and
all documents and instruments under and pursuant to Section 6.11.

         "COMMITMENT" shall mean (a) with respect to each Lender, the Revolving
Commitment of such Lender and (b) with respect to the Issuing Lender, the LOC
Commitment.

         "COMPETITIVE BID BORROWING" shall have the meaning assigned to such
term in SECTION 2.3(b).

         "COMPETITIVE BID LOANS" shall mean the Loans provided for by SECTION
2.3.

         "COMPETITIVE BID NOTES" shall mean the promissory notes provided for by
SECTION 2.3(g) substantially in the form of EXHIBIT N and all promissory notes
delivered in substitution or exchange therefor, in each case as the same shall
be modified and supplemented and in effect from time to time.

         "COMPETITIVE BID QUOTE" shall mean an offer in accordance with SECTION
2.3(c) by a Lender to make a Competitive Bid Loan with one single specified
interest rate.

         "COMPETITIVE BID QUOTE REQUEST" shall have the meaning assigned to such
term in SECTION 2.3(b).

         "CONDEMNATION" shall mean any taking of Property, or any part thereof
or interest therein, for public or quasi-public use under the power of eminent
domain, by reason of any public improvement or condemnation proceeding, or in
any other similar manner.

         "CONDEMNATION AWARD" shall mean all proceeds of any Condemnation or
transfer in lieu thereof.

         "CONSOLIDATED CAPITAL EXPENDITURES" shall mean, for any period, the sum
of all amounts, in accordance with GAAP, that are included as additions to
property, plant and equipment and other capital expenditures on a consolidated
statement of cash flows for the Borrower and its Consolidated Subsidiaries
during such period (excluding the amounts under any Capital Lease).
Notwithstanding the foregoing, the term "Consolidated Capital Expenditures"
shall not include (a) capital expenditures in respect of the reinvestment of
Insurance Proceeds and Condemnation Awards received by the Borrower and its
Subsidiaries


                                        6

<PAGE>   12



to the extent that such reinvestment is permitted under the Credit Documents and
(b) capital expenditures for Permitted Acquisitions.

         "CONSOLIDATED CASH DIVIDENDS" shall mean, for any period, the aggregate
amount of all dividends or distributions paid in cash in respect of Capital
Stock by the Borrower during such period (other than Permitted Tax
Distributions).

         "CONSOLIDATED CASH TAXES" shall mean (i) for any period that the
Borrower is an "S Corporation" treated as a pass through entity for United
States Federal income tax purposes, all Permitted Tax Distributions to the
extent the same are distributed in cash by the Borrower to the holders of its
Capital Stock during such period, and (ii) for any period from and after the
Borrower's conversion to "C Corporation" status for United States Federal income
tax purposes, the aggregate amount of all Federal, state, local and foreign
income, value added and similar taxes based upon income of the Borrower and its
Consolidated Subsidiaries, determined on a consolidated basis in accordance with
GAAP, to the extent the same are paid in cash or satisfied through credit or
refund applied to such taxes by the Borrower or any of its Consolidated
Subsidiaries during such period.

         "CONSOLIDATED EBITDA" shall mean, for any period, the sum of (a)
Consolidated Net Income for such period, PLUS (b) an amount which, in the
determination of Consolidated Net Income for such period, has been deducted for
(i) Consolidated Interest Expense (other than an extraordinary one-time charge
not to exceed $2,500,000 resulting from early extinguishment of Indebtedness
that occurred in 1997), (ii) Consolidated Cash Taxes; and (iii) depreciation and
amortization expense MINUS (c) an amount which, in the determination of
Consolidated Net Income for such period, has been added for (i) interest income
and (ii) any non-cash income or non-cash gains PLUS (d) an amount which, in the
determination of Consolidated Net Income for such period, has been subtracted
for any non-cash losses, all as determined in accordance with GAAP.

         "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, the gross
amount of interest expense of the Borrower and its Consolidated Subsidiaries,
determined on a consolidated basis in accordance with GAAP, during such period,
including (a) the portion of any payments or accruals with respect to Capital
Leases that are allocable to interest expense in accordance with GAAP, (b) net
costs under Interest Rate Protection Agreements during such period and (c) all
fees, charges, discounts and other costs recognized in Borrower's Consolidated
Net Income in respect of Indebtedness during such period, but, in each case;
PROVIDED, THAT (i) all non-cash interest expense shall be excluded and (ii) any
interest on Indebtedness of another Person that is guaranteed by the Borrower or
any of its Consolidated Subsidiaries or secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) a Lien on, or payable out of the proceeds of the sale of or production from,
assets of the Borrower or any of its Consolidated Subsidiaries (whether or not
such guarantee or Lien is called upon) shall be included.

         "CONSOLIDATED NET INCOME" shall mean, for any period, net income (or
loss) after taxes of the Borrower and its Consolidated Subsidiaries, determined
on a consolidated basis in accordance with GAAP, for such period; PROVIDED,
THAT, there shall be excluded from such calculation of net income (or loss) (a)
the income of any Person in which any other Person


                                        7

<PAGE>   13



(other than the Borrower or any of its Subsidiaries) has any interest, except to
the extent of the amount of dividends or other distributions actually paid to
the Borrower or any of its Subsidiaries by such Person during such period and to
the extent such dividend or distribution actually paid is required by GAAP and
the regulations promulgated by the Securities and Exchange Commission to be
reported as income, (b) the income (or loss) of any Person accrued prior to the
date it becomes a Subsidiary of the Borrower or is merged into or consolidated
with the Borrower or any of its Subsidiaries or the date such Person's assets
are acquired by the Borrower or any of its Subsidiaries, (c) the income of any
Subsidiary of the Borrower to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary of that income is not at
the time permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to such Subsidiary, (d) except for purposes of Section 7.18(c), any
after-tax gains attributable to sales of assets out of the ordinary course of
business and (e) except for purposes of Section 7.18(c), to the extent not
included in clauses (a) through (d) above, any non-cash extraordinary gains or
non-cash extraordinary losses.

         "CONSOLIDATED NET WORTH" shall mean, as of any date, shareholders'
equity or net worth of the Borrower and its Consolidated Subsidiaries, as
determined on a consolidated basis in accordance with GAAP, excluding amounts
attributable to Disqualified Stock and the cumulative translation adjustment
determined on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED RENT EXPENSE" shall mean, for any period, the aggregate
amount of fixed and contingent rentals payable by the Borrower and the
Subsidiaries, determined on a consolidated basis in accordance with GAAP, for
such period with respect to Operating Leases.

         "CONSOLIDATED SCHEDULED FUNDED DEBT PAYMENTS" shall mean, for any
period, with respect to the Borrower and its Consolidated Subsidiaries on a
consolidated basis, the sum of all scheduled payments of principal on Funded
Indebtedness for such period (including the principal component of payments due
on Capital Leases during such period but excluding, as long as no Default or
Event of Default has occurred and is continuing, any principal payments due on
Revolving Loans or Competitive Bid Loans during such period); PROVIDED, THAT,
Consolidated Scheduled Funded Debt Payments shall not include voluntary
prepayments of Funded Indebtedness, mandatory prepayments required pursuant to
Section 3.3 or other mandatory prepayments of Funded Indebtedness.

         "CONSOLIDATED SUBSIDIARIES" of any Person shall mean all subsidiaries
of such Person consolidated with such Person for financial reporting purposes in
accordance with GAAP.

         "CREDIT DOCUMENTS" shall mean a collective reference to this Amended
Agreement, the Notes, the LOC Documents, each Joinder Agreement, the Fee Letter,
the Collateral Documents, the Guarantee Agreement, the Indemnity, Subrogation
and Contribution Agreement, the Intercompany Notes, and all other related
agreements and documents issued or delivered hereunder or thereunder or pursuant
hereto or thereto (in each case as the same


                                        8

<PAGE>   14



may be amended, modified, restated, supplemented, extended, renewed or replaced
from time to time), and "CREDIT DOCUMENT" shall mean any one of them.

         "CREDIT OBLIGATIONS" shall mean, without duplication, (a) all of the
obligations of the Credit Parties to the Lenders, the Issuing Lender and the
Agent, whenever arising, whether monetary or otherwise, under this Amended
Agreement, the Notes, the Collateral Documents, the Guarantee Agreement or any
of the other Credit Documents (including, without limitation, principal
obligations, interest obligations (including any interest accruing after the
occurrence of a Bankruptcy Event with respect to any Credit Party, regardless of
whether such interest is an allowed claim under the Bankruptcy Code) and all
fees, expenses, indemnities and expense reimbursement obligations) and (b) all
liabilities and obligations, whenever arising, owing from the Borrower to any
Lender, or any Affiliate of a Lender, arising under any Lender Hedging
Agreement.

         "CREDIT PARTIES" shall mean the Borrower and its Subsidiaries, and
"CREDIT PARTY" shall mean any one of them.

         "DEBT ISSUANCE" shall mean the issuance of any Indebtedness for
borrowed money by any Credit Party; PROVIDED, THAT, the foregoing definition
shall not be deemed to imply that any such Debt Issuance is permitted under this
Amended Agreement.

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

         "DISQUALIFIED STOCK" of any Person shall mean (a) any Capital Stock of
such Person which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable or exercisable), upon the happening
of any event or otherwise (i) matures or is mandatorily redeemable or subject to
any mandatory repurchase requirement, pursuant to a sinking fund obligation or
otherwise, (ii) is convertible into or exchangeable or exercisable for
Indebtedness or Disqualified Stock, (iii) is redeemable or subject to any
repurchase requirement exercisable at the option of the holder thereof, in whole
or in part, in each case on or prior to the first anniversary of the Maturity
Date (or, if earlier, the first anniversary of the date on which all the Credit
Obligations have been indefeasibly paid in full in cash and the Commitments have
been terminated) and (b) if such Person is a Subsidiary of the Borrower, any
Preferred Stock of such Person.

         "DOLLARS" and "$" shall mean dollars in lawful currency of the United
States of America.

         "DOMESTIC SUBSIDIARY" shall mean, with respect to any Person, any
Subsidiary of such Person which is incorporated or organized under the laws of
any State of the United States or the District of Columbia.

         "EFFECTIVE DATE" shall mean the date on which this Amended Agreement is
executed and delivered by the parties hereto and the first Loans are made in
accordance with Section 4.



                                        9

<PAGE>   15



         "ELIGIBLE ASSIGNEE" shall mean: (a) any Lender; (b) any Affiliate of a
Lender; and (c) any other commercial bank, financial institution or "accredited
investor" (as defined in Regulation D under the Securities Act of 1933, as
amended) approved by the Agent and, unless an Event of Default has occurred and
is continuing at the time any assignment is effected in accordance with Section
10.3(b), the Borrower, such approval not to be unreasonably withheld or delayed
by the Borrower and such approval to be deemed given by the Borrower if no
objection from the Borrower is received by the assigning Lender and the Agent
within five Business Days after notice of such proposed assignment has been
provided by the assigning Lender to the Borrower; PROVIDED, THAT, neither the
Borrower, any Affiliate of the Borrower nor any direct competitor of the
Borrower in the Borrower's business shall qualify as an Eligible Assignee.

         "ENVIRONMENTAL LAWS" shall mean any and all applicable Federal, state,
local and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements
or other governmental restrictions relating to the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals or industrial, toxic or hazardous substances or wastes into the
environment, including, ambient air, surface water, ground water, or land, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, chemicals
or industrial, toxic or hazardous substances or wastes.

         "EQUITY ISSUANCE" shall mean any issuance by any Credit Party of any
Capital Stock to any Person or the receipt by any such Person of a capital
contribution from any other Person, including the issuance of any of its Capital
Stock pursuant to the exercise of options or warrants or upon the conversion of
any debt securities to equity; PROVIDED, THAT, the foregoing definition shall
not be deemed to imply that any such issuance is permitted under this Amended
Agreement.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended, and any successor statute thereto, including the rules and
regulations thereunder, all as the same may be in effect from time to time.
References to sections of ERISA shall be construed also to refer to any
successor sections.

         "ERISA AFFILIATE" shall mean an entity which is under common control
with any Credit Party within the meaning of Section 4001(a)(14) of ERISA, or is
a member of a group which includes any Credit Party and which is treated as a
single employer under Sections 414(b) or (c) of the Code.

         "ERISA EVENT" shall mean (a) with respect to any Plan, the occurrence
of a Reportable Event or the substantial cessation of operations (within the
meaning of Section 4062(e) of ERISA); (b) the withdrawal by any Credit Party or
any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it
was a substantial employer (as such term is defined in Section 4001(a)(2) of
ERISA), or the termination of a Multiple Employer Plan; (c) the distribution of
a notice of intent to terminate or the actual termination of a Plan pursuant to
Section 4041(a)(2) or 4041A of ERISA; (d) the institution of proceedings to
terminate or the actual termination of a Plan by the PBGC under Section 4042 of
ERISA;


                                       10

<PAGE>   16



(e) any event or condition which might constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any
Plan; (f) the complete or partial withdrawal of any Credit Party or any ERISA
Affiliate from a Multiemployer Plan; (g) the conditions for imposition of a lien
under Section 302(f) of ERISA exist with respect to any Plan; or (h) the
adoption of an amendment to any Plan requiring the provision of security to such
Plan pursuant to Section 307 of ERISA.

         "EURODOLLAR LOANS" shall mean any Loan bearing interest at a rate
determined by reference to the Eurodollar Rate.

         "EURODOLLAR RATE" shall mean, for any Eurodollar Loan for any Interest
Period, the rate per annum (rounded upwards, if necessary, to the nearest 1/100
of 1%) determined by the Agent to be equal to the quotient obtained by dividing
(a) the Interbank Offered Rate for such Eurodollar Loan for such Interest Period
by (b) 1 minus the Reserve Requirement for such Eurodollar Loan for such
Interest Period.

         "EVENT OF DEFAULT" shall have the meaning assigned to that term in
Section 8.1.

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

         "EXCLUDED ASSET DISPOSITIONS" shall mean (a) any Asset Disposition by
any Credit Party to the Borrower or any Guarantor if, after giving effect to
such Asset Disposition, no Default or Event of Default exists, (b) the
liquidation of Cash Equivalents for the account of the Borrower, (c) the
disposition of worn out, damaged or obsolete tangible assets, so long as the
fair market value (based on the good faith judgment of the Borrower without the
requirement of a third party appraisal) of all property disposed of pursuant to
this clause (c) does not exceed $1,000,000 in the aggregate in any fiscal year,
and (d) Asset Dispositions in the nature of non-material Casualties that do not
result in insurance proceeds or damage to Collateral in excess of $1,000,000 in
the aggregate in any fiscal year.

         "EXISTING CREDIT AGREEMENT" shall mean the Credit Agreement dated as of
June 26, 1997 (as amended prior to the date hereof) among the Borrower, the
Lenders named therein and the Agent.

         "FACILITY" shall mean the Loans and the Letters of Credit provided to
the Borrower or participated in by the Lenders pursuant to this Amended
Agreement and the other Credit Documents.

         "FACILITY FEE" shall have the meaning assigned to that term in Section
3.5(a).

         "FACILITY FEE CALCULATION PERIOD" shall have the meaning assigned to
that term in Section 3.5(a).

         "FEDERAL FUNDS RATE" shall mean, for any day, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New


                                       11

<PAGE>   17



York on the Business Day next succeeding such day; PROVIDED, THAT (a) if such
day is not a Business Day, the Federal Funds Rate for such day shall be such
rate on such transactions on the next preceding Business Day as so published on
the next succeeding Business Day, and (b) if no such rate is so published on
such next succeeding Business Day, the Federal Funds Rate for such day shall be
the average rate charged to the Agent (in its individual capacity) on such day
on such transactions as determined by the Agent.

         "FEE LETTER" shall have the meaning assigned to that term in Section
3.5.

         "FEES" shall mean all fees payable pursuant to Section 3.5.

         "FIXED CHARGE COVERAGE RATIO" shall mean, as of any reporting day, the
ratio of (a) Consolidated EBITDA for the period of four consecutive fiscal
quarters of the Borrower ending on, or most recently preceding, such day, PLUS
Consolidated Rent Expense for such period MINUS Consolidated Capital
Expenditures for such period, MINUS Consolidated Cash Dividends for such period,
to (b) the sum of (i) Consolidated Interest Expense for such period PLUS, (ii)
Consolidated Rent Expense for such period, PLUS (iii) Consolidated Scheduled
Funded Debt Payments for such period.

         "FOREIGN SUBSIDIARY" shall mean, with respect to any Person, any
Subsidiary of such Person which is not a Domestic Subsidiary of such Person.

         "FUNDED INDEBTEDNESS" shall mean, with respect to any Person, without
duplication, (a) all Indebtedness of such Person other than Indebtedness of the
types referred to in clause (f), (g), (i), (k) and (l) of the definition of
"Indebtedness" set forth in this Section 1.1, (b) all Indebtedness of another
Person of the type referred to in clause (a) above secured by (or for which the
holder of such Funded Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on, or payable out of the proceeds of
production from, Property owned or acquired by such Person, whether or not the
obligations secured thereby have been assumed, (c) all Guaranty Obligations of
such Person with respect to Indebtedness of the type referred to in clause (a)
above of another Person and (d) Indebtedness of the type referred to in clause
(a) above of any partnership or unincorporated joint venture in which such
Person is general partner or for which such Person is otherwise legally
obligated or has a reasonable expectation of being liable with respect thereto.

         "GAAP" shall mean generally accepted accounting principles in the
United States applied on a consistent basis, subject to the terms of Section
1.3.

         "GOVERNMENTAL AUTHORITY" shall mean any Federal, state, local or
foreign court or governmental agency, commission, board, bureau, authority,
instrumentality or judicial or regulatory body or entity.

         "GUARANTEE AGREEMENT" shall mean the Guarantee Agreement dated as of
June 26, 1997 executed by the Guarantors in favor of the Agent, as amended,
modified, restated or supplemented from time to time.



                                       12

<PAGE>   18



         "GUARANTOR" shall mean all Guarantors under the Guarantee Agreement
existing on the Effective Date and each Additional Guarantor which may
thereafter execute a Joinder Agreement, together with their successors and
permitted assigns.

         "GUARANTORS' CONSENT" shall mean the Guarantors' Consent and Agreement
dated as of the Effective Date among the Guarantors and the Agent in the form
attached hereto as EXHIBIT B.

         "GUARANTY OBLIGATIONS" shall mean, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect, and including any obligation, whether or
not contingent, (a) to purchase any such Indebtedness or any Property
constituting security therefor, (b) to advance or provide funds or other support
for the payment or purchase of any such Indebtedness or to maintain working
capital, solvency or other balance sheet condition of such other Person
(including keep well agreements, maintenance agreements, comfort letters or
similar agreements or arrangements) for the benefit of any holder of
Indebtedness of such other Person, (c) to lease or purchase Property, securities
or services primarily for the purpose of insuring the holder of such
Indebtedness against loss in respect thereof or (d) to otherwise assure or hold
harmless the holder of such Indebtedness against loss in respect thereof. For
purposes hereof, the amount of any Guaranty Obligation shall (subject to any
limitations set forth therein) be deemed to be an amount equal to the
outstanding principal amount (or maximum principal amount, if larger) of the
Indebtedness in respect of which such Guaranty Obligation is made.

         "INDEBTEDNESS" of any Person shall mean (a) all obligations of such
Person for borrowed money, (b) all obligations of such Person evidenced by
bonds, debentures, letters of credit, notes or similar instruments, or upon
which interest payments are customarily made, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to Property
purchased by such Person (other than customary reservations or retentions of
title under agreements with suppliers entered into in the ordinary course of
business), (d) all obligations of such Person issued or assumed as the deferred
purchase price of Property or services purchased by such Person (other than
trade debt incurred in the ordinary course of business and due within six (6)
months of the incurrence thereof) which would appear as liabilities on a balance
sheet of such Person, (e) all obligations of such Person under take-or-pay or
similar arrangements or under commodities agreements, (f) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on, or payable out of
the proceeds of production from, Property owned or acquired by such Person,
whether or not the obligations secured thereby have been assumed, (g) all
Guaranty Obligations of such Person, (h) the principal portion of all
obligations of such Person under Capital Leases, (i) all net obligations of such
Person under Interest Rate Protection Agreements or foreign currency exchange
agreements, (j) the maximum amount of all standby letters of credit issued or
bankers' acceptances facilities created for the account of such Person and,
without duplication, all drafts drawn thereunder (to the extent unreimbursed),
(k) all Disqualified Stock of such Person, and (l) the Indebtedness of any
partnership or unincorporated joint venture in which such Person is a general
partner or a joint venturer.


                                       13

<PAGE>   19




         "INDEMNIFIED PARTY" shall have the meaning assigned to that term in
Section 10.5(b).

         "INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT" shall mean the
Indemnity, Subrogation and Contribution Agreement dated as of June 26, 1997
executed by the Guarantors, as amended, modified, restated or supplemented from
time to time.

         "INSURANCE PROCEEDS" shall mean all insurance proceeds (other than
business interruption insurance proceeds), damages, awards, claims and rights of
action with respect to any Casualty.

         "INTERBANK OFFERED RATE" shall mean, for any Eurodollar Loan for any
Interest Period, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as
the London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period. If for any reason such
rate is not available, the term "Interbank Offered Rate" shall mean, for any
Eurodollar Loan for any Interest Period, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as
the London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period; PROVIDED, THAT, if more
than one rate is specified on Reuters Screen LIBO Page, the applicable rate
shall be the arithmetic mean of all such rates (rounded upwards, if necessary,
to the nearest 1/100 of 1%).

         "INTERCOMPANY NOTES" shall mean the promissory notes issued as
contemplated by clause (g) of the definition of Permitted Investments, in the
form attached hereto as EXHIBIT C.

         "INTEREST PAYMENT DATE" shall mean (a) as to Base Rate Loans, the last
Business Day of each March, June, September and December of each year during the
term of this Amended Agreement and (b) as to Eurodollar Loans and Competitive
Bid Loans, the last day of each applicable Interest Period for any such Loan and
the Maturity Date, and in addition, where the applicable Interest Period for any
such Loan is greater than three (3) months, the date three (3) months from the
beginning of the Interest Period and each three months thereafter and (c) as to
all Loans, the Maturity Date of such Loans.

         "INTEREST PERIOD" shall mean (a) as to Eurodollar Loans, a period of
one (1), two (2), three (3), six (6) or twelve (12) months' duration, as the
Borrower may elect (subject to availability) commencing, in each case, on the
date of the borrowing (including conversions and extensions thereof) and (b) as
to Competitive Bid Loans, the period commencing on the date such Competitive Bid
Loan is made and ending on any Business Day not less than 7 and not more than 90
days thereafter, as the Borrower may select as provided in Section 2.3(b);
PROVIDED, THAT, (i) if any Interest Period would end on a day which is not a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day (except that in the case of Eurodollar Loans where the next
succeeding Business Day falls in the next succeeding calendar month, then on the
next preceding Business Day), (ii) no Interest Period for any Loan shall extend
beyond the Maturity Date for such Loan and (iii) in the case of


                                       14

<PAGE>   20



Eurodollar Loans, where an Interest Period begins on a day for which there is no
numerically corresponding day in the calendar month in which the Interest Period
is to end, such Interest Period shall end on the last Business Day of such
calendar month.

         "INTEREST RATE PROTECTION AGREEMENT" shall mean any interest rate swap,
collar, cap or other arrangement requiring payments contingent upon interest
rates.

         "INVESTMENT" in any Person shall mean (a) the acquisition (whether for
cash, Property, services, assumption of Indebtedness, securities or otherwise)
of assets, shares of Capital Stock, bonds, notes, debentures, partnership, joint
venture or other ownership interests or other securities of such other Person or
(b) any deposit with, or advance, loan or other extension of credit to, such
Person (other than deposits made in connection with the purchase of equipment or
other assets in the ordinary course of business) or (c) any other capital
contribution to or investment in such Person, including any Guaranty Obligations
(including any support for a letter of credit issued on behalf of such Person)
incurred for the benefit of such Person.

         "ISSUING LENDER" shall mean NationsBank, in its capacity as the issuer
of Letters of Credit, and its successors in such capacity.

         "ISSUING LENDER FEES" shall have the meaning assigned to such term in
Section 3.5(b)(ii).

         "JOINDER AGREEMENT" shall mean a Joinder Agreement substantially in the
form of EXHIBIT J hereto, executed and delivered by an Additional Guarantor in
accordance with the provisions of Section 6.11.

         "LENDER" shall mean any of the Persons identified as a "Lender" on the
signature pages hereto, and any Person which may become a Lender by way of
assignment in accordance with the terms hereof, together with their successors
and permitted assigns. Unless the context clearly indicates otherwise, the term
"Lenders" shall include the Issuing Lender.

         "LENDER HEDGING AGREEMENTS" shall mean any Interest Rate Protection
Agreement or foreign currency exchange agreement between the Borrower or any of
its Subsidiaries and any Lender (or any Affiliate of a Lender).

         "LENDING PARTY" shall have the meaning assigned to that term in Section
10.14.

         "LETTER OF CREDIT" shall mean any letter of credit issued by the
Issuing Lender for the account of the Borrower in accordance with the terms of
Section 2.2.

         "LEVERAGE RATIO" shall mean, as of any reporting day, the ratio of
Funded Indebtedness of the Borrower and its Consolidated Subsidiaries on a
consolidated basis as of the last day of the period of four (4) consecutive
fiscal quarters of the Borrower ending on, or most recently preceding, such day
to Consolidated EBITDA for such period.



                                       15

<PAGE>   21



         "LIEN" shall mean any mortgage, deed of trust, pledge, hypothecation,
easement, assignment, deposit arrangement, restriction, restrictive covenant,
lease, sublease, option, security interest, encumbrance, lien (statutory or
otherwise), preference, priority or charge of any kind (including any agreement
to give any of the foregoing, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the Uniform
Commercial Code as adopted and in effect in the relevant jurisdiction or other
similar recording or notice statute, and any lease in the nature thereof).

         "LIFE INSURANCE ASSIGNMENT" shall mean an assignment of the Life
Insurance Policy, in form and substance satisfactory to the Agent, to be
executed in favor of the Agent for the benefit of the Secured Parties, as
amended, modified, restated or supplemented from time to time.

         "LIFE INSURANCE POLICY" shall mean a life insurance policy covering the
life of Christopher C. Bergen, to be paid after he is deceased, maintained at
all times on terms reasonably satisfactory to the Agent and the Required Lenders
and in a minimum amount equal to the lesser of (a) at least $10,000,000.00 and
(b) the then effective Revolving Committed Amount.

         "LOAN" or "LOANS" shall mean (a) the Revolving Loans, which may also be
referred to by Type as either Base Rate Loans or Eurodollar Loans and (b) the
Competitive Bid Loans. As the context requires, a "Loan" of a particular Type
refers to a portion of the total outstanding Loans of such Type as to which a
single Interest Period is in effect.

         "LOC COMMITMENT" shall mean the commitment of the Issuing Lender to
issue Letters of Credit in an aggregate face amount at any time outstanding
(together with the amounts of any unreimbursed drawings thereon) of up to the
LOC Committed Amount.

         "LOC COMMITTED AMOUNT" shall have the meaning assigned to that term in
Section 2.2.

         "LOC DOCUMENTS" shall mean, with respect to any Letter of Credit, such
Letter of Credit, any amendments thereto, any documents delivered in connection
therewith, any application therefor, and any agreements, instruments, guarantees
or other documents (whether general in application or applicable only to such
Letter of Credit) governing or providing for (a) the rights and obligations of
the parties concerned or at risk or (b) any collateral security for such
obligations.

         "LOC OBLIGATIONS" shall mean the Borrower's reimbursement obligations
hereunder (actual or contingent) arising from drawings under Letters of Credit.
The amount of the LOC Obligations outstanding at any time equals the sum of (a)
the maximum aggregate amount which is, or at any time thereafter may become,
available to be drawn under Letters of Credit then outstanding, assuming
compliance with all requirements for drawings referred to in such Letters of
Credit, PLUS (b) the aggregate amount of all drawings under Letters of Credit
honored by the Issuing Lender but not theretofore reimbursed by the Borrower.
The LOC Obligations of any Lender at any time shall mean its Revolving
Commitment Percentage of the aggregate LOC Obligations at such time.


                                       16

<PAGE>   22




         "MATERIAL ADVERSE CHANGE" shall mean a material adverse change in (a)
the condition (financial or otherwise), operations, business, assets,
liabilities (actual or contingent), historical or projected revenues or cash
flows, material relationships or management of the Credit Parties taken as a
whole; PROVIDED, THAT, a change in the economic condition of a foreign or
domestic jurisdiction in and of itself shall not be deemed to be a Material
Adverse Change pursuant to this clause (a), (b) the ability of any Credit Party
to perform any material obligation under the Credit Documents to which it is a
party or (c) the material rights and remedies of the Lenders under the Credit
Documents. In determining whether any individual event or occurrence of the
foregoing types would result in a Material Adverse Change, notwithstanding that
a particular event or occurrence does not itself have constitute such a change,
a Material Adverse Change shall be deemed to have occurred if the cumulative
effect of such event or occurrence and all other events or occurrences of the
foregoing types which have occurred would result in a Material Adverse Change.

         "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on (a)
the condition (financial or otherwise), operations, business, assets,
liabilities (actual or contingent), historical or projected revenues or cash
flows, material relationships or management of the Credit Parties taken as a
whole, (b) the ability of any Credit Party to perform any material obligation
under the Credit Documents to which it is a party or (c) the material rights and
remedies of the Lenders under the Credit Documents. In determining whether any
individual event or occurrence of the foregoing types would result in a Material
Adverse Effect, notwithstanding that a particular event or occurrence does not
itself have such effect, a Material Adverse Effect shall be deemed to have
occurred if the cumulative effect of such event or occurrence and all other
events or occurrences of the foregoing types which have occurred would result in
a Material Adverse Effect.

         "MATERIAL CONTRACTS" shall have the meaning assigned to that term in
Section 5.22.

         "MATERIALS OF ENVIRONMENTAL CONCERN" shall mean any gasoline or
petroleum (including crude oil or any fraction thereof) or petroleum products or
any hazardous, toxic, radioactive or explosive substances, materials or wastes,
defined or regulated as such in or under any Environmental Laws, including
asbestos, polychlorinated biphenyls and ureaformaldehyde insulation and all
other substances or wastes of any nature regulated pursuant to any Environmental
Law.

         "MATURITY DATE" shall mean February 26, 2001.

         "MOODY'S" shall mean Moody's Investors Service, Inc., or any successor
to such company in the business of rating securities.

         "MULTIEMPLOYER PLAN" shall mean a Plan which is a multiemployer plan as
defined in Section 3(37) or 4001(a)(3) of ERISA.

         "MULTIPLE EMPLOYER PLAN" shall mean a Plan which any Credit Party or
any ERISA Affiliate and at least one employer other than any Credit Party or any
ERISA Affiliate are contributing sponsors.



                                       17

<PAGE>   23



         "NATIONSBANK" shall mean NationsBank, N. A. and its successors.

         "NET CASH PROCEEDS" shall mean (a) with respect to any Asset
Disposition, (i) the gross amount of cash proceeds (including Insurance Proceeds
and Condemnation Awards in the case of any Casualty or Condemnation except to
the extent and for as long as such Insurance Proceeds or Condemnation Awards are
Reinvestment Funds or unless such Insurance Proceeds or Condemnation Awards are
to be used for repair, restoration or replacement pursuant to plans approved by
the Required Lenders) actually paid to or actually received by any Credit Party
in respect of such Asset Disposition (including cash proceeds subsequently
received at any time in respect of such Asset Disposition from non-cash
consideration initially received or otherwise), LESS (ii) the sum of (A) the
amount, if any, of all taxes (other than income taxes) and the Borrower's
good-faith best estimate of all income taxes or the amount of Permitted Tax
Distributions relating thereto, as the case may be (to the extent that such
amount shall have been set aside for the purpose of paying such taxes when due),
and customary fees, brokerage fees, commissions, costs and other expenses (other
than those payable to any Credit Party or any Affiliate of any such Person) that
are incurred in connection with such Asset Disposition and are payable by the
seller or the transferor of the assets or Property to which such Asset
Disposition relates, but only to the extent not already deducted in arriving at
the amount referred to in clause (a)(i) above, (B) appropriate amounts set aside
as a reserve in accordance with GAAP against any liabilities associated with
such Asset Disposition and (C) if applicable, the amount of Indebtedness secured
by a Permitted Lien that has been repaid or refinanced as required in accordance
with its terms with the proceeds of such Asset Disposition; and (b) with respect
to any Equity Issuance or Debt Issuance, the gross amount of cash proceeds paid
to or received by any Credit Party in respect of such Equity Issuance or Debt
Issuance, as the case may be (including cash proceeds subsequently received at
any time in respect of such Equity Issuance or Debt Issuance from non-cash
consideration initially received or otherwise), net of underwriting discounts
and commissions or placement fees, investment banking fees, legal fees,
consulting fees, accounting fees and other customary fees and expenses directly
incurred by any Credit Party in connection therewith (other than those payable
to any Credit Party or any Affiliate of any such Person).

         "NOTE" or "NOTES" shall mean collectively, the Revolving Notes and the
Competitive Bid Notes.

         "NOTICE OF BORROWING" shall mean a written notice of borrowing in
substantially the form of EXHIBIT E, as required by Section 2.1(b)(i).

         "NOTICE OF EXTENSION/CONVERSION" shall mean the written notice of
extension or conversion in substantially the form of EXHIBIT G, as required by
Section 3.2.

         "OPERATING LEASE" shall mean, as applied to any Person, any lease
(including leases which may be terminated by the lessee at any time) of any
Property (whether real, personal or mixed) by that Person as lessee which is not
a Capital Lease.



                                       18

<PAGE>   24



         "ORIGINAL SECURITY AGREEMENT" shall mean the Pledge and Security
Agreement dated as of June 26, 1997 executed in favor of the Agent for the
benefit of the Secured Parties by each of the Domestic Subsidiaries, as amended,
modified, restated or supplemented from time to time.

         "OTHER TAXES" shall have the meaning assigned to such term in Section
3.10(b).

         "PARTICIPATION INTEREST" shall mean a purchase by a Lender of a
participation in Letters of Credit or LOC Obligations as provided in Section 2.2
or in any Loans or other obligations as provided in Section 3.13.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA and any successor thereof.

         "PERMITTED ACQUISITION" shall mean an acquisition by the Borrower or
any Wholly Owned Domestic Subsidiary of the Borrower of the Capital Stock or all
or substantially all of the Property of another Person (including by merger or
consolidation or by incorporation of a new Subsidiary) for up to the fair market
value of the Capital Stock or Property acquired, PROVIDED, THAT, (a) the Capital
Stock or Property acquired in such acquisition relates directly to the business
of the Borrower or any of its Subsidiaries as existing on the Effective Date,
(b) the liabilities (determined in accordance with GAAP and in any event
including contingent obligations) acquired by the Borrower and its Subsidiaries
on a consolidated basis in such acquisition and any Indebtedness issued,
incurred or assumed by the Borrower and its Subsidiaries on a consolidated basis
from such acquisition (as permitted hereunder) shall not in the aggregate exceed
$5,000,000, (c) the Agent shall have received all items in respect of the
Capital Stock or Property acquired in such acquisition (and/or the seller
thereof) required to be delivered by the terms of Section 6.11, (d) in the case
of an acquisition of the Capital Stock of another Person, (i) the board of
directors (or other comparable governing body) of such other Person shall have
duly approved such acquisition and (ii) the Capital Stock acquired shall
constitute 100% of the Total Voting Power and ownership interest of the issuer
thereof, (e) no Default or Event of Default shall have occurred and be
continuing immediately before or immediately after giving effect to such
acquisition and the Borrower shall have delivered to the Agent a Pro Forma
Compliance Certificate demonstrating that, upon giving effect to such
acquisition on a Pro Forma Basis, the Borrower shall be in compliance with all
of the financial covenants set forth in Section 7.18 as of the last day of the
most recent period of four consecutive fiscal quarters of the Borrower which
precedes or ends on the date of such acquisition and with respect to which the
Agent has received the Required Financial Information, (f) the representations
and warranties made by the Credit Parties in each Credit Document shall be true
and correct in all material respects as of the date of such acquisition (as if
made on such date after giving effect thereto) except to the extent such
representations and warranties expressly relate to an earlier date (in which
case such representations and warranties shall be true and correct in all
material respects at and as of such earlier date), (g) after giving effect to
such acquisition, the Revolving Committed Amount shall be at least $1,500,000
greater than the sum of all Revolving Loans outstanding PLUS all LOC Obligations
outstanding, PLUS all Competitive Bid Loans outstanding, (h) the aggregate
consideration (including cash, assumption of indebtedness and non-cash
consideration) for any single acquisition (or series of related acquisitions)
shall not exceed


                                       19

<PAGE>   25



$8,000,000 and the aggregate consideration (including cash, assumption of
indebtedness and non-cash consideration) for all such acquisitions occurring
during any calendar year of the Borrower during the term hereof shall not exceed
$20,000,000, and (i) the aggregate cash consideration for any single acquisition
(or series of related acquisitions) shall not exceed $5,000,000 and the
aggregate cash consideration for all such acquisitions occurring during any
calendar year of the Borrower during the term hereof shall not exceed
$15,000,000.

         "PERMITTED INVESTMENTS" shall mean Investments which consist of (a)
cash held in a deposit account with the Agent or any other reputable bank or
other depository institution which has executed and delivered a Depository Bank
Agreement with the Agent; (b) Cash Equivalents subject to a perfected first
priority security interest of the Agent in favor of the Secured Parties; (c)
trade accounts receivable (and related notes and instruments) arising in the
ordinary course of business in accordance with customary trade terms; (d)
Investments existing as of the Effective Date and set forth in SCHEDULE 1.1A;
(e) Guaranty Obligations permitted by Section 7.1; (f) advances or loans to
directors, officers, employees, agents, customers or suppliers that do not
exceed $250,000 in the aggregate at any one time outstanding for all of the
Borrower and its Subsidiaries; (g) Investments by the Borrower or any Wholly
Owned Subsidiary in Subsidiaries of the Borrower or by any Subsidiary in the
Borrower evidenced by Intercompany Notes pledged to the Agent for the benefit of
the Secured Parties; PROVIDED, THAT, (i) the aggregate principal amount of such
Intercompany Notes issued by Foreign Subsidiaries of the Borrower to the
Borrower or to any Domestic Subsidiary of the Borrower and outstanding at any
time shall not exceed $5,000,000 in the aggregate, (ii) no Investments shall be
made in the Capital Stock of any Foreign Subsidiary except as a Permitted
Acquisition; and (iii) Investments in a Wholly Owned Subsidiary are permitted
only so long as such person remains a Wholly Owned Subsidiary; or (h) Permitted
Acquisitions.

         "PERMITTED LIENS" shall mean (a) Liens in favor of the Agent on behalf
of the Secured Parties; (b) Liens (other than Liens created or imposed under
ERISA) for taxes or other governmental charges, assessments or levies which are
not yet due or are being contested in good faith by appropriate proceedings
diligently pursued and for which adequate reserves determined in accordance with
GAAP have been established (and as to which the Property subject to any such
Lien is not yet subject to foreclosure, sale or loss on account thereof); (c)
statutory Liens of landlords and Liens of carriers, warehousemen, mechanics,
materialmen and suppliers and other Liens imposed by law or pursuant to
customary reservations or retentions of title arising in the ordinary course of
business, PROVIDED, THAT, such Liens secure only amounts which are not yet due
and payable (or, if due and payable, are unfiled and no other action has been
taken to enforce the same) or are being contested in good faith by appropriate
proceedings diligently pursued and for which adequate reserves determined in
accordance with GAAP have been established (and as to which the Property subject
to any such Lien is not yet subject to foreclosure, sale or loss on account
thereof); (d) Liens (other than Liens created or imposed under ERISA) incurred
or deposits made by the Borrower or any of its Subsidiaries in the ordinary
course of business in connection with workers' compensation, unemployment
insurance and other types of social security, or to secure the performance of
tenders, statutory obligations, bids, leases, government contracts, performance
and return-of-money bonds and other similar obligations (exclusive of
obligations for the payment of Indebtedness); (e) Liens in connection with
attachments or


                                       20

<PAGE>   26



judgments (including judgment or appeal bonds); PROVIDED, THAT, the judgments
secured shall, within thirty (30) days after the entry thereof, have been
discharged or execution thereof stayed pending appeal (and shall have been
discharged within thirty (30) days after the expiration of any such stay); (f)
easements, rights-of-way, restrictions (including zoning restrictions), minor
defects or irregularities in title and other similar charges or encumbrances
not, in any material respect, impairing the use of the encumbered Property for
its intended purposes; (g) Liens on Property securing purchase money
Indebtedness (including Capital Leases) to the extent permitted under Section
7.1(c), PROVIDED, THAT, (i) any such Indebtedness is incurred and such Lien
attaches to such Property concurrently with or within ninety (90) days after the
acquisition thereof and (ii) such Indebtedness is not secured by a Lien on any
other assets; (h) any interest of title of a lessor under, and Liens arising
from UCC financing statements (or equivalent filings, registrations or
agreements in foreign jurisdictions) relating to, leases (excluding Capital
Leases) permitted by this Amended Agreement; and (i) Liens existing as of the
Effective Date and set forth on SCHEDULE 1.1B; PROVIDED, THAT (A) no such Lien
shall at any time be extended to or cover any Property other than the Property
subject thereto on the Effective Date and (B) the principal amount of the
Indebtedness secured by such Liens shall not be extended, renewed, refunded or
refinanced.

         "PERMITTED TAX DISTRIBUTION AGREEMENT" shall mean an agreement between
the Borrower and a holder of Capital Stock of the Borrower in form and substance
reasonably acceptable to the Agent and the Required Lenders (as amended,
modified, extended, renewed, restated or replaced from time to time in
accordance with its terms).

         "PERMITTED TAX DISTRIBUTIONS" shall mean distributions by the Borrower
to the holders of its Capital Stock for Stockholder Taxes; provided, that, no
distribution for Stockholder Taxes shall be deemed permitted for purposes hereof
(a) unless and until each holder of Capital Stock of the Borrower shall have
executed and delivered to the Borrower a Permitted Tax Distribution Agreement
and (b) after the occurrence of any Bankruptcy Event relating to the Borrower.

         "PERSON" shall mean any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other enterprise
(whether or not incorporated) or any Governmental Authority or any other entity.

         "PLAN" shall mean any employee benefit plan (as defined in Section 3(3)
of ERISA) which is covered by ERISA and with respect to which any Credit Party
or any ERISA Affiliate is (or, if such plan were terminated at such time, would
under Section 4069 of ERISA be deemed to be) an "employer" within the meaning of
Section 3(5) of ERISA.

         "PLEDGE AGREEMENT" shall mean the Amended and Restated Pledge and
Security Agreement dated the Effective Date among the Borrower, the Subsidiaries
and the Agent, for the benefit of the Secured Parties, in the form of EXHIBIT A;
amending and restating the Original Security Agreement, as it may be amended,
modified, restated or supplemented from time to time.



                                       21

<PAGE>   27



         "PRICING LEVEL" shall mean, as of any day, the applicable pricing level
as set forth in the definition of Applicable Percentage.

         "PRIME RATE" shall mean the per annum rate of interest established from
time to time by NationsBank as its prime rate, which rate may not be the lowest
rate of interest charged by NationsBank to its customers.

         "PREFERRED STOCK", as applied to the Capital Stock of any person, shall
mean Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such corporation, over the Capital Stock of any other class of
such person.

         "PRO FORMA BASIS" shall mean that, for purposes of calculating
compliance in respect of any transaction with each of the financial covenants
set forth in Section 7.18, such transaction (and any other transaction which
occurred during the relevant four-fiscal quarter period) shall be deemed to have
occurred as of the first day of the most recent period of four consecutive
fiscal quarters of the Borrower preceding the date of such transaction with
respect to which the Agent has received the Required Financial Information. As
used in this definition, "transaction" shall mean (a) any incurrence or
assumption of Indebtedness (and the concurrent retirement of any other
Indebtedness) as referred to in Section 7.1(f)(i), (b) any merger or
consolidation as referred to in Section 7.4(c), (c) any Asset Disposition of a
business or business unit as referred to in Section 7.5(a) or (d) any Permitted
Acquisition referred to in Section 7.6. With respect to any transaction of the
type described in clause (a) above regarding Indebtedness which has a floating
or formula rate, the implied rate of interest for such Indebtedness for the
applicable period for purposes of this definition shall be determined by
utilizing the rate which is or would be in effect with respect to such
Indebtedness as at the relevant date of determination. With respect to any
transaction of the type described in clause (b) or (d) above, any Indebtedness
incurred by the Borrower or any of its Subsidiaries in order to consummate such
transaction (and any other transaction which occurred during the relevant
four-fiscal quarter period) (A) shall be deemed to have been incurred on the
first day of the relevant four fiscal-quarter period and (B) if such
Indebtedness has a floating or formula rate, then the implied rate of interest
for such Indebtedness for the applicable period for purposes of this definition
shall be determined by utilizing the rate which is or would be in effect with
respect to such Indebtedness as at the relevant date of determination. In
connection with any calculation of the financial covenants set forth in Section
7.18 upon giving effect to a transaction on a Pro Forma Basis for purposes of
Section 7.1(f)(i), Section 7.4(c), Section 7.5 or Section 7.6, as applicable:

                  (i) for purposes of any such calculation in respect of any
         incurrence or assumption of Indebtedness (and to the concurrent
         retirement of any other Indebtedness) as referred to in Section
         7.1(f)(i), any such Indebtedness which is retired shall be excluded and
         deemed to have been retired as of the first day of the relevant four
         fiscal quarter period;

                  (ii) for purposes of any such calculation in respect of any
         Asset Disposition of a business or business unit as referred to in
         Section 7.5, (A) income statement


                                       22

<PAGE>   28



         items (whether positive or negative) attributable to the Property
         disposed of in such Asset Disposition shall be excluded to the extent
         relating to any period prior to the date of such transaction and (B)
         any Indebtedness which is retired in connection with such Asset
         Disposition shall be excluded and deemed to have been retired as of the
         first day of the relevant four fiscal-quarter period; and

                  (iii) for purposes of any such calculation in respect of any
         merger or consolidation as referred to in Section 7.4(c) or any
         Permitted Acquisition as referred to in Section 7.6, (A) any
         Indebtedness incurred by the Borrower or any of its Subsidiaries in
         connection with such transaction shall be deemed to have been incurred
         as of the first day of the relevant four fiscal-quarter period and (B)
         income statement items (whether positive or negative) attributable to
         the Property acquired in such transaction or to the Investment
         comprising such transaction, as applicable, shall be included to the
         extent relating to the relevant four fiscal-quarter period.

         "PRO FORMA COMPLIANCE CERTIFICATE" shall mean a certificate of the
chief financial officer of the Borrower (as to which there shall be no
individual, as opposed to corporate, liability) delivered to the Agent in
connection with (a) any incurrence or assumption of Indebtedness (and the
concurrent retirement of any other Indebtedness) as referred to in Section
7.1(f)(i), (b) any merger or consolidation as referred to in Section 7.4(c), (c)
any Asset Disposition as referred to in Section 7.5(a) or (d) any Permitted
Acquisition as referred to in Section 7.6, as applicable, and containing
reasonably detailed calculations, upon giving effect to the applicable
transaction on a Pro Forma Basis, of the Fixed Charge Coverage Ratio and the
Leverage Ratio as of the last day of the most recent period of four consecutive
fiscal quarters of the Borrower which precede or end on the date of the
applicable transaction and with respect to which the Agent shall have received
the Required Financial Information.

         "PROPERTY" shall mean any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.

         "QUOTATION DATE" shall have the meaning assigned to such term in
Section 2.3(b).

         "RECEIVABLES" shall mean all accounts receivable, receivables, and
obligations for payment created or arising from the sale of inventory or the
rendering of services in the ordinary course of business.

         "REGISTER" shall have the meaning assigned to such term in Section
10.3(c).

         "REGULATION G, T, U OR X" shall mean Regulation G, T, U or X,
respectively, of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor to all or a portion thereof.

         "REINVESTMENT FUNDS" shall mean, with respect to any Insurance Proceeds
from a Casualty or any Condemnation Award from a Condemnation, that portion of
such funds as shall, according to a certificate of a Responsible Officer of the
Borrower delivered to the Agent within thirty (30) days after the occurrence of
such Casualty or Condemnation (and in any case prior to the receipt thereof by
any Credit Party), be reinvested in the repair,


                                       23

<PAGE>   29



restoration or replacement of the properties and assets that were the subject of
such Casualty or Condemnation; PROVIDED, THAT (a) the aggregate amount of such
proceeds with respect to any such event or series of related events shall not
exceed $10,000,000, (b) such certificate shall be accompanied by evidence
reasonably satisfactory to the Agent that any Property subject to such Casualty
or Condemnation has been or will be repaired, restored or replaced to its
condition immediately prior to such Casualty or Condemnation, (c) pending such
reinvestment, the entire amount of such proceeds shall be deposited in an
account with the Agent for the benefit of the Secured Parties, over which the
Agent shall have sole control and exclusive right of withdrawal, (d) from and
after the date of delivery of such certificate, the Borrower shall diligently
proceed, in a commercially reasonable manner, to complete the repair,
restoration or replacement of the Properties and assets that were the subject of
such Casualty or Condemnation as described in such certificate and (e) no
Default or Event of Default shall have occurred and be continuing; and PROVIDED
FURTHER that, if any of the foregoing conditions shall cease to be satisfied at
any time, such funds shall no longer be deemed Reinvestment Funds and such funds
shall immediately be applied to prepayment of the Credit Obligations in
accordance with Section 3.3(b).

         "RELEASE" shall mean any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping or disposing into
the environment (including the abandonment or discarding of barrels, containers
and other closed receptacles containing any Materials of Environmental Concern).

         "REPORTABLE EVENT" shall mean any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the notice requirement has
been waived by regulation.

         "REQUIRED FINANCIAL INFORMATION" shall mean, with respect to any
period, the financial statements of the Borrower with respect to such period as
required pursuant to Section 6.1(a) and 6.1(b).

         "REQUIRED LENDERS" shall mean, at any time, Lenders which are then in
compliance with their obligations hereunder (as determined by the Agent) and
holding in the aggregate more than fifty-one percent (51%) of the total of the
Revolving Commitments held by all such Lenders (or, if the Revolving Commitments
have been terminated in whole, the outstanding Revolving Loans, Participation
Interests in outstanding Letters of Credit and outstanding Competitive Bid
Loans). For purposes of the foregoing, (A) the interest of any Lender holding a
Loan in which any other Lender has a Participation Interest pursuant to Section
3.13 shall be calculated net of all such Participation Interests of other
Lenders and (B) the Participation Interest of any Lender pursuant to Section
3.13 in a Loan held by any other Lender shall be counted as if such Lender
holding such Participation Interest held a proportionate part of the related
Loan directly.

         "REQUIREMENT OF LAW" shall mean, as to any Person, the certificate or
articles of incorporation and by-laws or regulations or other organizational or
governing documents of such Person, and any law, treaty, rule, regulation order,
writ, judgment, injunction, decree,


                                       24

<PAGE>   30



permit or determination of an arbitrator or a court or other Governmental
Authority or other restriction imposed by any Governmental Authority, in each
case applicable to or binding upon such Person or to which any of its Property
is subject.

         "RESERVE REQUIREMENT" shall mean, at any time, the maximum rate at
which reserves (including any marginal, special, supplemental, or emergency
reserves) are required to be maintained under regulations issued from time to
time by the Board of Governors of the Federal Reserve System (or any successor)
by member banks of the Federal Reserve System against "Eurocurrency Liabilities"
(as such term is used in Regulation D). Without limiting the effect of the
foregoing, the Reserve Requirement shall reflect any other reserves required to
be maintained by such member banks with respect to (a) any category of
liabilities which includes deposits by reference to which the Eurodollar Rate is
to be determined or (b) any category of extensions of credit or other assets
which include Eurodollar Loans. The Eurodollar Rate shall be adjusted
automatically on and as of the effective date of any change in the Reserve
Requirement.

         "RESPONSIBLE OFFICER" shall mean, as to any Person, the president,
chief executive officer, chief operating officer, any financial officer, any
vice president, the Director of Mergers and Acquisitions, or the general counsel
of such Person (or, in the case of a partnership, of the managing general
partner of such Person). It is understood that any certificate delivered to the
Agent or the Lenders hereunder by a Responsible Officer shall be given by the
Person in his or her capacity an officer, and not in any individual capacity
that imparts personal liability to such Person.

         "RESTRICTED PAYMENT" shall mean (a) any dividend or other distribution,
direct or indirect, on account of any class of Capital Stock of any Credit
Party, now or hereafter outstanding, (b) any redemption, retirement, sinking
fund or similar payment, purchase or other acquisition for value, direct or
indirect, of any class of Capital Stock of any Credit Party, now or hereafter
outstanding and (c) any payment made to retire, or to obtain the surrender of,
any outstanding warrants, options or other rights to acquire any class of
Capital Stock of any Credit Party, now or hereafter outstanding.

         "REVOLVING COMMITMENT" shall mean, with respect to any Lender, the
commitment of such Lender, in an aggregate principal amount at any time
outstanding of up to such Lender's Revolving Commitment Percentage of the
Revolving Committed Amount, to (a) make Revolving Loans in accordance with the
provisions of Section 2.1(a) and (b) purchase Participation Interests in Letters
of Credit in accordance with the provisions of Section 2.2(c).

         "REVOLVING COMMITMENT PERCENTAGE" shall mean, for any Lender, the
percentage, if any, identified as its Revolving Commitment Percentage on
SCHEDULE 2.1(A) (or in the Assignment and Acceptance pursuant to which such
Lender assumed its Revolving Commitment), as such percentage may be modified in
connection with any assignment made in accordance with the provisions of this
Amended Agreement.

         "REVOLVING COMMITTED AMOUNT" shall have the meaning assigned to that
term in Section 2.1(a).


                                       25

<PAGE>   31




         "REVOLVING LOANS" shall have the meaning assigned to that term in
Section 2.1(a).

         "REVOLVING NOTES" shall mean the promissory notes of the Borrower
provided pursuant to Section 2.1(e), in the form of EXHIBIT F, in favor of each
of the applicable Lenders evidencing the Revolving Loans, individually or
collectively, as appropriate, as such promissory notes may be amended, modified,
restated, supplemented, extended, renewed or replaced from time to time.

         "S&P" shall mean Standard & Poor's Ratings Group, a division of McGraw
Hill, Inc., or any successor or assignee of the business of such division in the
business of rating securities.

         "SALE AND LEASEBACK TRANSACTION" shall mean any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to any Credit Party of any Property, whether owned by any Credit
Party as of the Effective Date or later acquired, which has been or is to be
sold or transferred by any Credit Party to such Person or to any other Person
from whom funds have been, or are to be, advanced by such Person on the security
of such Property.

         "SECURED PARTIES" shall mean (a) the Lenders, (b) the Agent, in its
capacity as such under each Credit Document, (c) each Lender or Affiliate
thereof with which the Borrower or any of its Subsidiaries enters into a Lender
Hedging Agreement as permitted hereunder, in its capacity as a party to such
Lender Hedging Agreement, (d) the beneficiaries of each indemnification
obligation undertaken by any Credit Party under any Credit Document and (e) the
successors and permitted assigns of the foregoing.

         "SINGLE EMPLOYER PLAN" shall mean any Plan which is covered by Title IV
of ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

         "SOLVENT" or "SOLVENCY" shall mean, with respect to any Person as of a
particular date, that on such date (a) such Person is able to pay its debts and
other liabilities, contingent obligations and other commitments as they mature
in the normal course of business, (b) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities as they mature in their ordinary
course, taking into account the timing of and amounts of cash to be received by
such Person and the timing of and amounts of cash to be payable on or in respect
of debts and liabilities of such Person, (c) such Person is not engaged in a
business or a transaction, and is not about to engage in a business or a
transaction, for which such Person's Property would constitute unreasonably
small capital after giving due consideration to the prevailing practice in the
industry in which such Person is engaged or is to engage, (d) the fair value of
the Property of such Person is greater than the total amount of liabilities,
including contingent liabilities, of such Person and (e) the present fair
salable value of the assets of such Person is not less than the amount that will
be required to pay the probable liability of such Person on its debts and
liabilities as they become absolute and matured. In computing the amount of
contingent liabilities at any time, it is intended that such liabilities will be
computed at the amount which, in light of all the facts and circumstances
existing at such time, represents the


                                       26

<PAGE>   32



amount that either probably will become or that is reasonably possible to become
an actual or matured liability.

         "STANDBY LETTER OF CREDIT FEE" shall have the meaning assigned to such
term in Section 3.5(b)(i).

         "STOCKHOLDER TAXES" shall mean, so long as the Borrower remains an "S
Corporation" treated as a pass through entity for United States Federal income
tax purposes, taxes for the holders of the Capital Stock of the Borrower arising
from their share of taxable income of the Borrower (excluding income from
dividends and distributions), calculated on a combined effective basis, as if
all stockholders were residents of Cincinnati, Ohio, so long as Candace Kendle
Bryan is a resident of Cincinnati, Ohio, taxes for the stockholders of the
Borrower shall be calculated at the highest applicable combined effective
Federal, state and local rates for any stockholder of the Borrower (the "Highest
Applicable Effective Rate"); provided, that, the applicable combined effective
rate for Candace Kendle Bryan is at least 90% of the Highest Applicable
Effective Rate (or if not, at the lesser of (i) 120% of the applicable combined
effective rate for Candace Kendle Bryan and (ii) the Highest Applicable
Effective Rate). The rate or rates applied in the foregoing calculations shall
reflect whether any portion of the stockholders' share of taxable income is
ordinary income or capital gains.

         "SUBSIDIARY" shall mean, as to any Person, (a) any corporation more
than 50% of whose Capital Stock of any class or classes having by the terms
thereof ordinary voting power to elect a majority of the directors of such
corporation (irrespective of whether or not at the time, any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person directly or
indirectly through Subsidiaries, and (b) any partnership, association, joint
venture, limited liability company or other business entity in which such Person
directly or indirectly through Subsidiaries has more than 50% of the interest at
any time.

         "TAXES" shall have the meaning assigned to such term in Section 3.10(a)

         "TOTAL VOTING POWER" with respect to any Person on any date shall mean
the total number of votes which may be cast in the election of directors of such
Person at any meeting of stockholders of such Person if all securities entitled
to vote in the election of directors of such Person (on a fully diluted basis,
assuming the exercise, conversion or exchange of all rights, warrants, options
and securities outstanding on such date which are or may thereafter become
exercisable for, exchangeable for or convertible into, such voting securities)
were present and voted at such meeting (other than votes that may be cast only
upon the happening of a contingency).

         "TYPE", with respect to a Loan, refers to whether such Loan is a
Eurodollar Loan or a Base Rate Loan.

         "WHOLLY OWNED SUBSIDIARY" of any Person shall mean any Subsidiary 100%
of whose Capital Stock (on a fully diluted basis) is at the time owned by such
Person directly or indirectly through other Wholly Owned Subsidiaries; PROVIDED,
THAT, if any Foreign Subsidiary is required by law to issue a qualifying share
to a director and such qualifying


                                       27

<PAGE>   33



share (a) is non-voting Capital Stock of such Foreign Subsidiary and (b)
represents less than one percent (1%) of the total outstanding Capital Stock of
such Foreign Subsidiary, such Foreign Subsidiary shall be deemed a Wholly Owned
Subsidiary.

         1.2 COMPUTATION OF TIME PERIODS. For purposes of computation of periods
of time hereunder, the word "from" shall mean "from and including" and the words
"to" and "until" each mean "to but excluding."

         1.3 ACCOUNTING TERMS. Except as otherwise expressly provided herein,
all accounting terms used herein shall be interpreted, and all financial
statements and certificates and reports as to financial matters required to be
delivered to the Lenders hereunder shall be prepared, in accordance with GAAP
applied on a consistent basis. All calculations made for the purposes of
determining compliance with this Amended Agreement shall (except as otherwise
expressly provided herein) be made by application of GAAP applied on a basis
consistent with the most recent annual or quarterly financial statements
delivered pursuant to Section 6.1 (or, prior to the delivery of the first
financial statements pursuant to Section 6.1, consistent with the financial
statements as at September 30, 1997); PROVIDED, THAT, if (i) the Borrower shall
object to determining such compliance on such basis at the time of delivery of
such financial statements due to any change in GAAP or the rules promulgated
with respect thereto after the Effective Date or (ii) the Agent or the Required
Lenders shall so object in writing within ninety (90) days after delivery of
such financial statements, then such calculations shall be made on a basis
consistent with the most recent financial statements delivered by the Borrower
to the Lenders as to which no such objection shall have been made.

         1.4 TERMS GENERALLY. The definitions in Section 1.1 shall apply equally
to both the singular and plural forms of the terms defined. Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and "including" shall be deemed to
be followed by the phrase "without limitation". All references herein to
Sections, Exhibits and Schedules shall be deemed references to Sections of, and
Exhibits and Schedules to, this Amended Agreement unless the context shall
otherwise require. Unless otherwise expressly provided herein, the word "day"
means a calendar day.


                                    SECTION 2
                                CREDIT FACILITIES

         2.1 REVOLVING LOANS. (a) REVOLVING COMMITMENT. Subject to the terms and
conditions hereof and in reliance upon the representations and warranties set
forth herein, each Lender severally agrees to make available to the Borrower
such Lender's Revolving Commitment Percentage of revolving credit loans
requested by the Borrower in Dollars ("REVOLVING LOANS") from time to time from
the Effective Date until the Maturity Date, or such earlier date as the
Revolving Commitments shall have been terminated as provided herein; PROVIDED,
THAT, the sum of the aggregate principal amount of outstanding Revolving Loans
PLUS the aggregate amount of outstanding LOC Obligations PLUS the aggregate
amount of all outstanding Competitive Bid Loans shall not at any time exceed an
amount equal to


                                       28

<PAGE>   34



THIRTY MILLION AND NO/100 DOLLARS ($30,000,000.00) (as such aggregate maximum
amount may be reduced from time to time as provided in Section 3.4, the
"REVOLVING COMMITTED AMOUNT"); PROVIDED, FURTHER, with regard to each Lender
individually, that such Lender's outstanding Revolving Loans PLUS Participation
Interests in outstanding LOC Obligations shall not at any time exceed such
Lender's Revolving Commitment Percentage of the Revolving Committed Amount.
Revolving Loans may consist of Base Rate Loans or Eurodollar Loans, or a
combination thereof, as the Borrower may request, and may be repaid and
reborrowed in accordance with the provisions hereof; PROVIDED, THAT, no more
than six (6) Eurodollar Loans shall be outstanding under this Amended Agreement
at any time. For purposes hereof, Eurodollar Loans with different Interest
Periods shall be considered as separate Eurodollar Loans, even if they begin on
the same date, although borrowings of Eurodollar Loans may, in accordance with
the provisions hereof, be combined through extensions or conversions at the end
of existing Interest Periods to constitute a single new Eurodollar Loan with the
same Interest Period. Revolving Loans hereunder may be repaid and reborrowed in
accordance with the provisions of this Amended Agreement.

         (b)      REVOLVING LOAN BORROWINGS.

                  (i) NOTICE OF BORROWING. The Borrower shall request a
         Revolving Loan borrowing by written notice (or telephonic notice
         promptly confirmed in writing), in the form of a Notice of Borrowing
         attached hereto as EXHIBIT E, to the Agent not later than 12:00 Noon
         (Charlotte, North Carolina time) on the Business Day on the date of the
         requested borrowing in the case of Base Rate Loans, and on the third
         Business Day prior to the date of the requested borrowing in the case
         of Eurodollar Loans. Each such request for borrowing shall be
         irrevocable and shall specify (A) that a Revolving Loan is requested,
         (B) the date of the requested borrowing (which shall be a Business
         Day), (C) the aggregate principal amount to be borrowed and (D) whether
         the borrowing shall be comprised of Base Rate Loans, Eurodollar Loans
         or a combination thereof, and if Eurodollar Loans are requested, the
         Interest Period(s) therefor. If the Borrower shall fail to specify in
         any such Notice of Borrowing (y) an applicable Interest Period in the
         case of a Eurodollar Loan, then such notice shall be deemed to be a
         request for an Interest Period of one (1) month, or (z) the Type of
         Revolving Loan requested, then such notice shall be deemed to be a
         request for a Base Rate Loan hereunder. The Agent shall give notice to
         each Lender promptly upon receipt of each Notice of Borrowing pursuant
         to this Section 2.1(b)(i), the contents thereof and each such Lender's
         share of any borrowing to be made pursuant thereto.

                  (ii) MINIMUM AMOUNTS. Each Eurodollar Loan that comprises part
         of the Revolving Loans shall be in a minimum aggregate principal amount
         (for the applicable Lenders, collectively) of $500,000 and integral
         multiples of $100,000 in excess thereof (or the then remaining amount
         of the Revolving Committed Amount, if less). Each Base Rate Loan that
         comprises part of the Revolving Loans shall be in a minimum aggregate
         principal amount (for the applicable Lenders, collectively) of $100,000
         and integral multiples of $100,000 in excess thereof (or the then
         remaining amount of the Revolving Committed Amount if less).


                                       29

<PAGE>   35




                  (iii) ADVANCES. Each Lender will make its Revolving Commitment
         Percentage of each Revolving Loan borrowing available to the Agent for
         the account of the Borrower at the office of the Agent specified in
         SCHEDULE 2.1(A), or in such other manner as the Agent may designate in
         writing, by 3:00 P.M. (Charlotte, North Carolina time) on the date
         specified in the applicable Notice of Borrowing in Dollars and in funds
         immediately available to the Agent. Such borrowing will then be made
         available to the Borrower by the Agent by crediting the account of the
         Borrower on the books of such office with the aggregate of the amounts
         made available to the Agent by the Lenders and in like funds as
         received by the Agent.

         (c) REPAYMENT. The principal amount of all Revolving Loans shall be due
and payable in full on the Maturity Date, unless accelerated pursuant to Section
8.2.

         (d) INTEREST.  Subject to the provisions of Section 3.1,

                  (i) BASE RATE LOANS. During such periods as Revolving Loans
         shall be comprised in whole or in part of Base Rate Loans, such Base
         Rate Loans shall bear interest at a per annum rate equal to the
         Adjusted Base Rate.

                  (ii) EURODOLLAR LOANS. During such periods as Revolving Loans
         shall be comprised in whole or in part of Eurodollar Loans, such
         Eurodollar Loans shall bear interest at a per annum rate equal to the
         Adjusted Eurodollar Rate.

Interest on Revolving Loans shall be payable in arrears on each applicable
Interest Payment Date (and at such other times as may be specified herein).

         (e) REVOLVING NOTES. The Revolving Loans made by each Lender shall be
evidenced by a duly executed promissory note of the Borrower to such Lender in
substantially the form of EXHIBIT F and in a principal amount equal to such
Lender's Revolving Commitment Percentage of the Revolving Committed Amount.

         2.2 LETTER OF CREDIT SUBFACILITY. (a) ISSUANCE. Subject to the terms
and conditions hereof and of the LOC Documents, if any, and any other terms and
conditions which the Issuing Lender may reasonably require and in reliance upon
the representations and warranties set forth herein, the Issuing Lender agrees
to issue, and each Lender severally agrees to participate on the terms set forth
in this Section 2.2 in the issuance by the Issuing Lender of, standby Letters of
Credit in Dollars from time to time from the Effective Date until the Maturity
Date as the Borrower may request, in a form acceptable to the Issuing Lender;
PROVIDED, THAT (i) the LOC Obligations outstanding shall not at any time exceed
FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00) (the "LOC COMMITTED AMOUNT") and
(ii) the sum of the aggregate principal amount of outstanding Revolving Loans,
PLUS the aggregate amount of outstanding LOC Obligations PLUS the aggregate
amount of outstanding Competitive Bid Loans shall not at any time exceed the
Revolving Committed Amount. No Letter of Credit shall (x) have an original
expiry date more than one (1) year from the date of issuance or (y) as
originally issued or as extended, have an expiry date extending beyond the
Maturity Date. Each Letter of Credit shall comply with the related


                                       30

<PAGE>   36



LOC Documents. The issuance and expiry dates of each Letter of Credit shall each
be a Business Day.

         (b) NOTICE AND REPORTS. The request for the issuance of a Letter of
Credit shall be submitted by the Borrower to the Issuing Lender at least three
(3) Business Days prior to the requested date of issuance. The Issuing Lender
will, at least quarterly and more frequently upon request, disseminate to each
of the affected Lenders a detailed report specifying the Letters of Credit which
are then issued and outstanding and any activity with respect thereto which may
have occurred since the date of the most recent prior report, and including
therein, among other things, the beneficiary, the face amount and the expiry
date, as well as any payments or expirations which may have occurred.

         (c) PARTICIPATION. Each Lender, upon issuance of a Letter of Credit,
shall be deemed to have purchased without recourse from the Issuing Lender a
Participation Interest in such Letter of Credit and the obligations arising
thereunder and any collateral relating thereto, in each case in an amount equal
to its Revolving Commitment Percentage of the obligations under such Letter of
Credit and shall absolutely, unconditionally and irrevocably assume and be
obligated to pay to the Issuing Lender and discharge when due its Revolving
Commitment Percentage of the obligations arising under such Letter of Credit.
Without limiting the scope and nature of each Lender's Participation Interest in
any Letter of Credit, to the extent that the Issuing Lender has not been
reimbursed as required hereunder or under any such Letter of Credit, each such
Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of
such unreimbursed drawing pursuant to subsection (d) below. The obligation of
each Lender to so reimburse the Issuing Lender shall be absolute and
unconditional and shall not be affected by the occurrence of a Default, an Event
of Default or any other occurrence or event. Any such reimbursement shall not
relieve or otherwise impair the obligation of the Borrower to reimburse the
Issuing Lender under any Letter of Credit, together with interest as hereinafter
provided.

         (d) REIMBURSEMENT. In the event of any drawing under any Letter of
Credit, the Issuing Lender will promptly notify the Borrower. The Borrower
promises to reimburse the Issuing Lender on the day of drawing under any Letter
of Credit (either with the proceeds of a Revolving Loan obtained as provided in
subsection (e) below or with funds from other sources) in same day funds. Unless
the Borrower shall immediately notify the Issuing Lender that the Borrower
intends to reimburse the Issuing Lender for such drawing from other sources of
funds, the Borrower shall be deemed to have requested that the Lenders make a
Revolving Loan as provided in subsection (e) below in the amount of the drawing
on the related Letter of Credit and the proceeds of such Loan will be used to
reimburse the Issuing Lender for such drawing. If the Borrower shall fail to
reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of
such drawing shall bear interest at a per annum rate equal to the Adjusted Base
Rate PLUS 2%. The Borrower's reimbursement obligations hereunder shall be
absolute and unconditional under all circumstances irrespective of any rights of
setoff, counterclaim or defense to payment the Borrower may claim or have
against the Issuing Lender, the Agent, the Lenders, the beneficiary of the
Letter of Credit drawn upon or any other Person, including any defense based on
any failure of the Borrower or any other Credit Party to receive consideration
or the legality, validity, regularity or unenforceability of the Letter of
Credit. The Issuing Lender will promptly notify the other


                                       31

<PAGE>   37



affected Lenders of the amount of any unreimbursed drawing and each Lender shall
promptly pay to the Agent for the account of the Issuing Lender, in Dollars and
in immediately available funds, the amount of such Lender's Revolving Commitment
Percentage of such unreimbursed drawing. Such payment shall be made on the day
such notice is received by such Lender from the Issuing Lender if such notice is
received at or before 2:00 P.M. (Charlotte, North Carolina time) and otherwise
such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina
time) on the Business Day next succeeding the day such notice is received. If
such Lender does not pay such amount to the Issuing Lender in full upon such
request, such Lender shall, on demand, pay to the Agent for the account of the
Issuing Lender interest on the unpaid amount during the period from the date of
such drawing until such Lender pays such amount to the Issuing Lender in full at
a rate per annum equal to, if paid within two (2) Business Days of the date that
such Lender is required to make payment of such amount pursuant to the preceding
sentence, the Federal Funds Rate and, if paid, thereafter, the Base Rate. Each
Lender's obligation to make such payment to the Issuing Lender, and the right of
the Issuing Lender to receive the same, shall be absolute and unconditional,
shall not be affected by any circumstance whatsoever, shall be satisfied without
regard to the termination of this Amended Agreement or the Commitments
hereunder, the existence of a Default or Event of Default or the acceleration of
the obligations of the Borrower hereunder and shall be made without any offset,
abatement, withholding or reduction whatsoever. Simultaneously with the making
of each such payment by a Lender to the Issuing Lender, such Lender shall,
automatically and without any further action on the part of the Issuing Lender
or such Lender, acquire a Participation Interest in an amount equal to such
payment (excluding the portion of such payment constituting interest owing to
the Issuing Lender) in the unreimbursed drawn portion of the related Letter of
Credit, in the interest on the LOC Obligations in respect thereof and the
related LOC Documents, and shall have a claim against the Borrower with respect
thereto.

         (e) REPAYMENT WITH REVOLVING LOANS. On any day on which the Borrower
shall have requested, or been deemed to have requested, a Revolving Loan advance
to reimburse a drawing under a Letter of Credit, the Agent shall give notice to
the affected Lenders that a Revolving Loan has been requested or deemed
requested by the Borrower to be made in connection with a drawing under a Letter
of Credit, in which case a Revolving Loan advance comprised of Base Rate Loans
(or Eurodollar Loans to the extent the Borrower has complied with the procedures
of Section 2.1(b)(i) with respect thereto) shall be immediately made to the
Borrower by all Lenders (notwithstanding any termination of the Commitments
pursuant to Section 8.2) pro rata based on the respective Revolving Commitment
Percentages of the Lenders (determined before giving effect to any termination
of the Commitments pursuant to Section 8.2) and the proceeds thereof shall be
paid directly to the Issuing Lender for application to the related LOC
Obligations. Each such Lender hereby irrevocably agrees to make its Revolving
Commitment Percentage of each such Revolving Loan immediately upon any such
request or deemed request in the amount, in the manner and on the date specified
in the preceding sentence notwithstanding (i) the amount of such borrowing may
not comply with the minimum amount for advances of Revolving Loans otherwise
required hereunder, (ii) whether any conditions specified in Section 4 are then
satisfied, (iii) whether a Default or an Event of Default then exists, (iv)
failure of any such request or deemed request for a Revolving Loan to be made by
the time otherwise required hereunder, (v) whether the date of such borrowing is
a date on which Revolving Loans are otherwise permitted to be made


                                       32

<PAGE>   38



hereunder or (vi) any termination of the Commitments relating thereto
immediately prior to or contemporaneously with such borrowing. In the event that
any Revolving Loan cannot for any reason be made on the date otherwise required
above (including as a result of the commencement of a proceeding under the
Bankruptcy Code with respect to the Borrower or any other Credit Party), then
each such Lender hereby agrees that it shall forthwith purchase (as of the date
such borrowing would otherwise have occurred, but adjusted for any payments
received from the Borrower on or after such date and prior to such purchase)
from the Issuing Lender such Participation Interests in the outstanding LOC
Obligations as shall be necessary to cause each such Lender to share in such LOC
Obligations ratably based upon the respective Revolving Commitment Percentages
of the Lenders (determined before giving effect to any termination of the
Commitments pursuant to Section 8.2), PROVIDED that at the time any purchase of
Participation Interests pursuant to this sentence is actually made, the
purchasing Lender shall be required to pay to the Issuing Lender, to the extent
not paid to the Issuing Lender by the Borrower in accordance with the terms of
subsection (d) above, interest on the principal amount of Participation
Interests purchased for each day from and including the day upon which such
borrowing would otherwise have occurred to but excluding the date of payment for
such Participation Interests, at the rate equal to, if paid within two (2)
Business Days of the date on which the Revolving Loan advance was required, the
Federal Funds Rate, and, if paid thereafter, the Base Rate.

         (f) DESIGNATION OF SUBSIDIARIES AS ACCOUNT PARTIES. Notwithstanding
anything to the contrary set forth in this Amended Agreement, including Section
2.2(a), a Letter of Credit issued hereunder may contain a statement to the
effect that such Letter of Credit is issued for the account of a Subsidiary of
the Borrower, PROVIDED that notwithstanding such statement, the Borrower shall
be the actual account party for all purposes of this Amended Agreement for such
Letter of Credit and such statement shall not affect the Borrower's
reimbursement obligations hereunder with respect to such Letter of Credit.

         (g) RENEWAL, EXTENSION. The renewal or extension of any Letter of
Credit shall, for purposes hereof, be treated in all respects the same as the
issuance of a new Letter of Credit hereunder.

         (h) UNIFORM CUSTOMS AND PRACTICES. The Issuing Lender may have the
Letters of Credit be subject to The Uniform Customs and Practices for
Documentary Credits, as published as of the date of issue by the International
Chamber of Commerce (the "UCP"), in which case the UCP may be incorporated
therein and deemed in all respects to be a part thereof.

         (i) INDEMNIFICATION; NATURE OF ISSUING LENDER'S DUTIES.

                  (i) In addition to its other obligations under this Section
         2.2, the Borrower hereby agrees to pay, and protect, indemnify and save
         each Lender harmless from and against, any and all claims, demands,
         liabilities, damages, losses, costs, charges and expenses (including
         reasonable attorneys' fees) that such Lender may incur or be subject to
         as a consequence, direct or indirect, of (A) the issuance of any Letter
         of Credit or (B) the failure of such Lender to honor a drawing under a
         Letter of Credit as a result of any act or omission, whether rightful
         or wrongful, of any present or


                                       33

<PAGE>   39



         future de jure or de facto government or governmental authority (all
         such acts or omissions, herein called "GOVERNMENT ACTS").

                  (ii) As between the Borrower and the Lenders (including the
         Issuing Lender), the Borrower shall assume all risks of the acts,
         omissions or misuse of any Letter of Credit by the beneficiary thereof.
         No Lender (including the Issuing Lender) shall be responsible: (A) for
         the form, validity, sufficiency, accuracy, genuineness or legal effect
         of any document submitted by any party in connection with the
         application for and issuance of any Letter of Credit, even if it should
         in fact prove to be in any or all respects invalid, insufficient,
         inaccurate, fraudulent or forged; (B) for the validity or sufficiency
         of any instrument transferring or assigning or purporting to transfer
         or assign any Letter of Credit or the rights or benefits thereunder or
         proceeds thereof, in whole or in part, that may prove to be invalid or
         ineffective for any reason; (C) for errors, omissions, interruptions or
         delays in transmission or delivery of any messages, by mail, cable,
         telegraph, telex or otherwise, whether or not they be written; (D) for
         any loss or delay in the transmission or otherwise of any document
         required in order to make a drawing under a Letter of Credit or of the
         proceeds thereof; and (E) for any consequences arising from causes
         beyond the control of such Lender, including any Government Acts. None
         of the above shall affect, impair, or prevent the vesting of the
         Issuing Lender's rights or powers hereunder.

                  (iii) In furtherance and not in limitation of the specific
         provisions hereinabove set forth, any action taken or omitted by any
         Lender (including the Issuing Lender) under or in connection with any
         Letter of Credit or the related certificates, if taken or omitted in
         good faith, shall not put such Lender under any resulting liability to
         the Borrower or any other Credit Party. It is the intention of the
         parties that this Amended Agreement shall be construed and applied to
         protect and indemnify each Lender (including the Issuing Lender)
         against any and all risks involved in the issuance of the Letters of
         Credit, all of which risks are hereby assumed by the Borrower (on
         behalf of itself and each of the other Credit Parties), including any
         and all Government Acts. No Lender (including the Issuing Lender)
         shall, in any way, be liable for any failure by such Lender or anyone
         else to pay any drawing under any Letter of Credit as a result of any
         Government Acts or any other cause beyond the control of such Lender.

                  (iv) Nothing in this subsection (i) is intended to limit the
         reimbursement obligations of the Borrower contained in subsection (d)
         above. The obligations of the Borrower under this subsection (i) shall
         survive the termination of this Amended Agreement. No act or omission
         of any current or prior beneficiary of a Letter of Credit shall in any
         way affect or impair the rights of the Lenders (including the Issuing
         Lender) to enforce any right, power or benefit under this Amended
         Agreement.

                  (v) Notwithstanding anything to the contrary contained in this
         subsection (i), the Borrower shall have no obligation to indemnify any
         Lender (including the Issuing Lender) in respect of any liability
         incurred by such Lender (A) arising out of the gross negligence or
         willful misconduct of such Lender, or (B) caused by such


                                       34

<PAGE>   40



         Lender's failure to pay under any Letter of Credit after presentation
         to it of a request strictly complying with the terms and conditions of
         such Letter of Credit, as determined by a court of competent
         jurisdiction, unless such payment is prohibited by any law, regulation,
         court order or decree or such failure to pay is a result of any
         Government Act.

         (j) RESPONSIBILITY OF ISSUING LENDER. It is expressly understood and
agreed that the obligations of the Issuing Lender hereunder to the Lenders are
only those expressly set forth in this Amended Agreement and that the Issuing
Lender shall be entitled to assume that the conditions precedent set forth in
Section 4 have been satisfied unless it shall have acquired actual knowledge
that any such condition precedent has not been satisfied; PROVIDED, THAT,
nothing set forth in this Section 2.2 shall be deemed to prejudice the right of
any Lender to recover from the Issuing Lender any amounts made available by such
Lender to the Issuing Lender pursuant to this Section 2.2 in the event that it
is determined by a court of competent jurisdiction that the payment with respect
to a Letter of Credit constituted gross negligence or willful misconduct on the
part of the Issuing Lender.

         (k) CONFLICT WITH LOC DOCUMENTS. In the event of any conflict between
this Amended Agreement and any LOC Document (including any letter of credit
application), this Amended Agreement shall control.

         (l) CASH COLLATERAL. In the event that the Borrower is required
pursuant to the terms of this Amended Agreement or any other Credit Document to
cash collateralize any LOC Obligations, the Borrower shall deposit in an account
with the Agent an amount in cash equal to 100% of such LOC Obligations. Such
deposit shall be held by the Agent as collateral for the payment and performance
of the LOC Obligations. The Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. The Agent will,
at the request of the Borrower, invest amounts on deposit in such account in
Cash Equivalents that mature prior to the last day of the applicable Interest
Periods of any Eurodollar Loans to be prepaid; PROVIDED, THAT (i) the Agent
shall not be required to make any investment that, in its sole judgment, would
require or cause the Agent to be in, or would result in any, violation of any
law, statute, rule or regulation (ii) such Cash Equivalents shall be subjected
to a first priority perfected security interest in favor of the Agent and (iii)
if an Event of Default shall have occurred and be continuing, the selection of
such investments shall be in the sole discretion of the Agent. The Borrower
shall indemnify the Agent for any losses other than losses due solely to the
Agent's gross negligence, relating to such investments. Other than any interest
or profits earned on such investments, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Agent to reimburse the
Issuing Lender immediately for drawings under Letters of Credit and, if the
maturity of the Loans has been accelerated, to satisfy the LOC Obligations. If
the Borrower is required to provide an amount of cash collateral hereunder as a
result of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three (3) Business Days
after all Events of Default have been cured or waived. If the Borrower is
required to provide an amount of cash collateral hereunder pursuant to Section
3.3(b)(i), such amount (to the extent not applied as aforesaid) shall be
returned to the Borrower upon demand; PROVIDED, THAT, after giving effect to
such return, (i)


                                       35

<PAGE>   41



the sum of the aggregate amount of outstanding LOC Obligations, PLUS the
aggregate principal amount of outstanding Revolving Loans, PLUS the aggregate
amount of outstanding Competitive Bid Loans, shall not exceed the aggregate
Revolving Committed Amount and (ii) no Default or Event of Default shall have
occurred and be continuing. The Borrower hereby pledges and assigns to the
Agent, for its benefit and the benefit of the Lenders, the cash collateral
accounts established hereunder (and all monies and investments held therein) to
secure the Credit Obligations.

         2.3 COMPETITIVE BID LOANS. (a) At any time from and after the Effective
Date and prior to the Maturity Date, the Borrower may, as set forth in this
Section 2.3, request the Lenders to make offers to make Competitive Bid Loans to
the Borrower in Dollars. The Lenders may, but shall have no obligation to, make
such offers and the Borrower may, but shall have no obligation to, accept any
such offers in the manner set forth in this Section 2.3.
The following conditions shall apply to Competitive Bid Loans:

                  (i) the aggregate amount of outstanding Competitive Bid Loans
         at any time shall not exceed the Revolving Committed Amount, less the
         aggregate amount of outstanding LOC Obligations at such time, less the
         aggregate amount of all Revolving Loans outstanding at such time;

                  (ii) there shall be no more than five (5) Competitive Bid
         Loans outstanding from time to time;

                  (iii) no Competitive Bid Loan shall have a maturity date
         subsequent to the Maturity Date; and

                  (iv) the aggregate amount of outstanding Competitive Bid Loans
         of a Lender shall not at any time exceed an amount equal to the
         Revolving Committed Amount.

         (b) When the Borrower wishes to request offers to make Competitive Bid
Loans, it shall give the Agent (which shall promptly notify the Lenders) notice
(a "COMPETITIVE BID QUOTE REQUEST") to be received no later than 11:00 A. M. at
least one Business Day preceding the date of borrowing proposed therein (the
"COMPETITIVE BID BORROWING"). Each such Competitive Bid Quote Request shall be
substantially in the form of EXHIBIT H and shall specify as to each Competitive
Bid Borrowing:

                  (i) the proposed date of such Competitive Bid Borrowing, which
         shall be a Business Day;

                  (ii) the duration of the Interest Period applicable thereto;

                  (iii) the aggregate amount of such Competitive Bid Borrowing,
         which shall be at least $500,000 (or a larger integral multiple of
         $100,000) but shall not cause the limits specified in Section 2.3(a) to
         be violated; and



                                       36

<PAGE>   42



                  (iv) the date on which the Competitive Bid Quotes are to be
         submitted (the date on which such Competitive Bid Quotes are to be
         submitted is called the "QUOTATION DATE").

Except as otherwise provided in this Section 2.3(b), no Competitive Bid Quote
Request shall be given within five (5) Business Days of any other Competitive
Bid Quote Request.

         (c)      (i) Each Lender may submit one or more Competitive Bid Quotes,
each containing an offer to make a Competitive Bid Loan in response to any
Competitive Bid Quote Request. Each Competitive Bid Quote must be submitted to
the Agent not later than 10:00 A.M. on the Quotation Date. Any Competitive Bid
Quote made in accordance with the provisions hereof shall be irrevocable.

                  (ii) Each Competitive Bid Quote shall be substantially in the
         form of EXHIBIT M and shall specify:

                           (A) the proposed date of the proposed borrowing and
                  the Interest Period therefor;

                           (B) the principal amount of the Competitive Bid Loan
                  for which each such Competitive Bid Quote is being made, which
                  principal amount shall be at least $500,000 (or a larger
                  integral multiple of $100,000), PROVIDED, THAT, the aggregate
                  principal amount of all Competitive Bid Loans for which a
                  Lender submits Competitive Bid Quotes (x) may not exceed the
                  Revolving Committed Amount and (y) may not exceed the
                  principal amount of the Competitive Bid Borrowing for a
                  particular Interest Period for which offers were requested;
                  but shall not cause the limits specified in Section 2.3(a) to
                  be violated;

                           (C) the rate of interest per annum (rounded upwards,
                  if necessary, to the nearest 1/10,000th of 1%) offered for
                  each such Competitive Bid Loan (the "ABSOLUTE RATE"); and

                           (D) the identity of the quoting Lender.

Unless otherwise agreed by the Agent and the Borrower, no Competitive Bid Quote
shall contain qualifying, conditional or similar language or propose terms other
than or in addition to those set forth in the applicable Competitive Bid Quote
Request.

         (d) The Agent shall, in the case of an Absolute Rate Auction, as
promptly as practicable after the Competitive Bid Quote is submitted (but in any
event not later than 11:00 A.M. on the Quotation Date), notify the Borrower of
the terms (i) of any Competitive Bid Quote submitted by a Lender that is in
accordance with Section 2.3(c) and (ii) of any Competitive Bid Quote that
amends, modifies or is otherwise inconsistent with a previous Competitive Bid
Quote submitted by such Lender with respect to the same Competitive Bid Quote
Request. Any such subsequent Competitive Bid Quote shall be disregarded by the
Agent unless such subsequent Competitive Bid Quote is submitted solely to
correct an error


                                       37

<PAGE>   43



in such former Competitive Bid Quote. The Agent's notice to the Borrower shall
specify (A) the aggregate principal amount of the Competitive Bid Borrowing for
which Competitive Bid Quotes have been received and (B) the respective principal
amounts and Absolute Rates so offered by each Lender (identifying the Lender
that made each Competitive Bid Quote).

         (e) Not later than 11:00 A.M. on the Quotation Date, the Borrower shall
notify the Agent of its acceptance or nonacceptance of the offers so notified to
it pursuant to Section 2.3(d) (and the failure of the Borrower to give such
notice by such time shall constitute nonacceptance) and the Agent shall promptly
notify each affected Lender. In the case of acceptance, such notice shall
specify the aggregate principal amount of offers that are accepted. The Borrower
may accept any Competitive Bid Quote in whole or in part (PROVIDED that any
Competitive Bid Quote accepted in part shall be at least $500,000 or a larger
integral multiple of $100,000); PROVIDED that:

                           (i) the aggregate principal amount of each
                  Competitive Bid Borrowing may not exceed the applicable amount
                  set forth in the related Competitive Bid Quote Request;

                           (ii) the aggregate principal amount of each
                  Competitive Bid Borrowing shall be at least $500,000 (or a
                  larger integral multiple of $100,000) but shall not cause the
                  limits specified in Section 2.3(a) to be violated;

                           (iii) acceptance of offers may be made only in
                  ascending order of Absolute Rates, beginning with the lowest
                  rate so offered; and

                           (iv) the Borrower may not accept any offer where the
                  Agent has correctly advised the Borrower that such offer fails
                  to comply with Section 2.3(c)(ii) or otherwise fails to comply
                  with the requirements of this Amended Agreement (including,
                  without limitation, Section 2.3(a)).

If offers are made by two or more Lenders with the same Absolute Rates, for a
greater aggregate principal amount than the amount in respect of which offers
are permitted to be accepted, the principal amount of Competitive Bid Loans in
respect of which such offers are accepted shall be allocated by the Borrower
among such Lenders as nearly as possible (in amounts of at least $500,000 or
larger integral multiples of $100,000) in proportion to the aggregate principal
amount of such offers. Determinations by the Borrower of the amounts of
Competitive Bid Loans and the lowest bid after adjustment as provided in Section
2.3(e)(iii) shall be conclusive in the absence of manifest error. The Borrower
shall pay to the Agent an administrative fee for each Competitive Bid Borrowing
in an amount as agreed upon by the Borrower and the Agent from time to time.

         (f) Any Lender whose offer to make any Competitive Bid Loan has been
accepted shall, not later than 1:00 P.M. on the date specified for the making of
such Loan, make the amount of such Loan available to the Agent in Dollars and in
immediately available funds, for account of the Borrower. The amount so received
by the Agent shall, subject to the terms and conditions of this Amended
Agreement, be made available to the Borrower on


                                       38

<PAGE>   44



such date by depositing the same, in Dollars and in immediately available funds,
in an account of the Borrower maintained at the office of the Agent specified in
SCHEDULE 2.1(A).

         (g) Competitive Bid Loans made by each Lender shall be evidenced by the
Competitive Bid Note payable to the order of such Lender and representing the
obligation of the Borrower to pay the unpaid principal amount of all Competitive
Bid Loans made by such Lender, with interest on the unpaid principal amount from
time to time outstanding of each Competitive Bid Loan evidenced thereby. Each
Lender is hereby authorized to record the date and amount of each Competitive
Bid Loan made by such Lender, the maturity date thereof, the date and amount of
each payment of principal thereof and the interest rate with respect thereto on
the schedule attached to and constituting part of its Competitive Bid Note, and
any such recordation shall constitute PRIMA FACIE evidence of the accuracy of
the information so recorded; PROVIDED, that, the failure to make any such
recordation shall not affect the obligations of the Borrower hereunder or under
any Competitive Bid Note. Each Competitive Bid Note shall be dated the Effective
Date or a later date pursuant to an Assignment and Acceptance and shall be duly
completed, executed and delivered by the Borrower.

                                    SECTION 3
                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

         3.1 DEFAULT RATE. Upon the occurrence, and during the continuance, of
an Event of Default, the principal of and, to the extent permitted by law,
interest on the Loans and any other amounts owing hereunder or under the other
Credit Documents shall bear interest, payable on demand, at a per annum rate
equal to (a) in the case of principal of any Loan, the rate applicable to such
Loan during such period pursuant to Section 2, PLUS 2.00%, (b) in the case of
interest on any Loan, the Adjusted Base Rate for such Loan during such period
PLUS 2.00% and (c) in the case of any other amount, the Adjusted Base Rate for
Revolving Loans during such period PLUS 2.00%.

         3.2 EXTENSION AND CONVERSION. Subject to the terms of Section 4.2, the
Borrower shall have the option, on any Business Day, to extend existing
Revolving Loans into a subsequent permissible Interest Period or to convert
Revolving Loans into Revolving Loans of another Type; PROVIDED, THAT (a) except
pursuant to in Section 3.8, Eurodollar Loans may be converted into Base Rate
Loans only on the last day of the Interest Period applicable thereto, (b)
Eurodollar Loans may be extended, and Base Rate Loans may be converted into
Eurodollar Loans, only if no Default or Event of Default is in existence on the
date of extension or conversion, (c) Revolving Loans extended as, or converted
into, Eurodollar Loans shall be subject to the terms of the definition of
"Interest Period" set forth in Section 1.1 and shall be in such minimum amounts
as provided in Section 2.1(b)(ii), (d) the total number of Eurodollar Loans
outstanding at any time shall be no greater than the maximum number provided in
Section 2.1(a) (it being understood that, for purposes hereof, Eurodollar Loans
with different Interest Periods shall be considered as separate Eurodollar
Loans, even if they begin on the same date, although borrowings may, in
accordance with the provisions hereof, be combined through extensions or
conversions at the end of existing Interest Periods to constitute a single new
Eurodollar Loan with the same Interest Period) and (e) any request for extension
or conversion of a Eurodollar Loan which shall fail to specify an Interest


                                       39

<PAGE>   45



Period shall be deemed to be a request for an Interest Period of one (1) month.
Each such extension or conversion shall be effected by the Borrower by giving a
Notice of Extension/Conversion in the form of EXHIBIT G hereto (or telephonic
notice promptly confirmed in writing) to the office of the Agent specified in
specified in SCHEDULE 2.1(A), or at such other office as the Agent may designate
in writing, prior to 12:00 Noon (Charlotte, North Carolina time) on the Business
Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate
Loan, and on the third Business Day prior to, in the case of the extension of a
Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan,
the date of the proposed extension or conversion, specifying the date of the
proposed extension or conversion, the Revolving Loans to be so extended or
converted, the Types of Revolving Loans into which such Revolving Loans are to
be converted and, if appropriate, the applicable Interest Periods with respect
thereto. Each request for extension or conversion shall be irrevocable and shall
constitute a representation and warranty by the Borrower of the matters
specified in Section 4.2. In the event the Borrower fails to request an
extension or conversion of any Eurodollar Loan in accordance with this Section
3.2, or any such requested conversion or extension is not permitted by this
Amended Agreement, then such Eurodollar Loan shall be automatically converted
into a Base Rate Loan at the end of the Interest Period applicable thereto. The
Agent shall give each Lender notice as promptly as practicable of any such
proposed extension or conversion of any Revolving Loan. Each extension or
conversion shall be effected by each Lender and the Agent by recording for the
account of such Lender the new Revolving Loan of such Lender resulting from such
extension or conversion and reducing the Revolving Loan (or portion thereof) of
such Lender being extended or converted by an equivalent principal amount.
Accrued interest on a Revolving Loan (or portion thereof) being extended or
converted shall be paid by the Borrower (A) with respect to any Base Rate Loan
being converted to a Eurodollar Loan, on the last day of the first fiscal
quarter of the Borrower ending on or after the date of conversion and (B)
otherwise, on the date of extension or conversion.

         3.3 PREPAYMENTS. (a) VOLUNTARY PREPAYMENTS. The Borrower shall have the
right to prepay Loans in whole or in part from time to time, subject to Section
3.11 but otherwise without premium or penalty; PROVIDED, THAT (i) each partial
prepayment of Eurodollar Loans and Competitive Bid Loans shall be in a minimum
principal amount of $500,000 and integral multiples of $100,000 and each
prepayment of Base Rate Loans shall be in a minimum principal amount of $100,000
and integral multiples of $100,000, and (ii) the Borrower shall have given prior
written or telecopy notice (or telephone notice promptly confirmed by written or
telecopy notice) to the Agent, in the case of a Base Rate Loan or a Competitive
Bid Loan, by 12:00 Noon (Charlotte, North Carolina time), on the date of
prepayment and, in the case of a Eurodollar Loan, by 11:00 A.M. (Charlotte,
North Carolina time), at least three (3) Business Days prior to the date of
prepayment. Each notice of prepayment shall specify the prepayment date, the
principal amount to be prepaid, whether the Loan to be prepaid is a Competitive
Bid Loan, Eurodollar Loan or Base Rate Loan and, in the case of a Eurodollar
Loan or a Competitive Bid Loan, the Interest Period of such Loan. Each notice of
prepayment shall be irrevocable and shall commit the Borrower to prepay such
Loan by the amount stated therein on the date stated therein. Subject to the
foregoing terms, amounts prepaid under this Section 3.3(a) shall be applied as
the Borrower may elect; PROVIDED, THAT, if the Borrower fails to specify the
application of a voluntary prepayment then such prepayment shall be applied
first to Competitive Bid Loans, then to Base Rate Loans and


                                       40

<PAGE>   46



then to Eurodollar Loans in direct order of Interest Period maturities. All
prepayments under this Section 3.3(a) shall be subject to Section 3.11.

         (b)      MANDATORY PREPAYMENTS.

                  (i) REVOLVING COMMITTED AMOUNT. If at any time, the sum of the
         aggregate principal amount of outstanding Revolving Loans, PLUS the
         aggregate amount of the outstanding LOC Obligations PLUS the aggregate
         amount of outstanding Competitive Bid Loans shall exceed the Revolving
         Committed Amount, the Borrower immediately shall prepay, within one (1)
         day of such occurrence, the Loans and/or cash collateralize the LOC
         Obligations pursuant to Section 2.2(l), in an aggregate amount
         sufficient to eliminate such excess. Any payments pursuant to this
         Section 3.3(b)(i) shall be applied as set forth in clause (iv) below.

                  (ii) ASSET DISPOSITIONS. Immediately upon the occurrence of
         any Asset Disposition (other than any Excluded Asset Disposition), the
         Borrower shall prepay the Loans and/or cash collateralize the LOC
         Obligations pursuant to Section 2.2(l) in an aggregate amount equal to
         100% of the Net Cash Proceeds of the related Asset Disposition. Any
         payments pursuant to this Section 3.3(b)(ii) shall be applied as set
         forth in clause (iv) below.

                  (iii) DEBT ISSUANCES. Immediately upon the occurrence of any
         Debt Issuance (other than Indebtedness permitted by Section 7.1(a)
         through (e) inclusive, 7.1(g) and 7.1(h)), the Borrower shall prepay
         the Loans and/or cash collateralize the LOC Obligations pursuant to
         Section 2.2(l) in an aggregate amount equal to 100% of the Net Cash
         Proceeds of such Debt Issuance. Any payments pursuant to this Section
         3.3(b)(iii) shall be applied as set forth in clause (iv) below.

                  (iv) APPLICATION OF MANDATORY PREPAYMENTS. Prepayments shall
         be applied first ratably to Competitive Bid Loans and Base Rate Loans
         and then, subject to subsection (v) below, to Eurodollar Loans in
         direct order of Interest Period maturities. All prepayments under this
         Section 3.3(b) shall be subject to Section 3.11. All prepayments under
         this Section 3.3(b) shall be accompanied by accrued interest on the
         principal amount being prepaid to the date of payment.

                  (v) PREPAYMENT ACCOUNTS. Amounts to be applied as provided in
         subsection (iv) above to the prepayment of Loans shall be applied first
         to reduce ratably outstanding Competitive Bid Loans and outstanding
         Base Rate Loans. Any amounts remaining after each such application
         shall, at the option of the Borrower, be applied to prepay Eurodollar
         Loans immediately and/or shall be deposited in a separate Prepayment
         Account (as defined below) for the Loans. The Agent shall apply any
         cash deposited in the Prepayment Account for any Loans to prepay
         Eurodollar Loans on the last day of their respective Interest Periods
         (or, at the direction of the Borrower, on any earlier date) until all
         outstanding Loans have been prepaid or until all the allocable cash on
         deposit in the Prepayment Account has been exhausted. For purposes of
         this Amended Agreement, the term "PREPAYMENT ACCOUNT" for any Loans
         shall mean an account established by the Borrower with the


                                       41

<PAGE>   47



         Agent and over which the Agent shall have exclusive dominion and
         control, including the exclusive right of withdrawal for application in
         accordance with this subsection. The Agent will, at the request of the
         Borrower, invest amounts on deposit in the Prepayment Account for any
         Loans in Cash Equivalents that mature prior to the last day of the
         applicable Interest Periods of the Eurodollar Loans to be prepaid;
         PROVIDED, THAT (i) the Agent shall not be required to make any
         investment that, in its sole judgment, would require or cause the Agent
         to be in, or would result in any, violation of any law, statute, rule
         or regulation, (ii) such Cash Equivalents shall be subjected to a first
         priority perfected security interest in favor of the Agent and (iii) if
         an Event of Default shall have occurred and be continuing, the
         selection of such investments shall be in the sole discretion of the
         Agent. The Borrower shall indemnify the Agent for any losses, other
         than losses due solely to the Agent's gross negligence, relating to the
         investments so that the amount available to prepay Eurodollar Loans on
         the last day of the applicable Interest Periods is not less than the
         amount that would have been available had no investments been made
         pursuant thereto. Other than any interest or profits earned on such
         investments, the Prepayment Accounts shall not bear interest. Interest
         or profits, if any, on the investments in any Prepayment Account shall
         accumulate in such Prepayment Account. If the maturity of the Loans has
         been accelerated pursuant to Section 8.2, the Agent may, in its sole
         discretion, apply all amounts on deposit in the Prepayment Account for
         any Loans to satisfy any of the Credit Obligations related to such
         Loans. The Borrower hereby pledges and assigns to the Agent, for its
         benefit and the benefit of the Lenders, each Prepayment Account
         established hereunder to secure the Credit Obligations related to such
         Loans.

                  (vi) NOTICE. The Borrower shall give to the Agent and the
         Lenders at least five (5) Business Days' prior written or telecopy
         notice of each and every event or occurrence requiring a prepayment
         under Section 3.3(b)(ii) and (iii), including the amount of Net Cash
         Proceeds expected to be received therefrom and the expected schedule
         for receiving such proceeds; PROVIDED, that in the case of any
         prepayment event consisting of a Casualty or Condemnation, the Borrower
         shall give such notice within five (5) Business Days after the
         occurrence of such event.

         3.4 TERMINATION AND REDUCTION OF COMMITMENTS. (a) VOLUNTARY REDUCTIONS.
The Borrower may from time to time permanently reduce or terminate the Revolving
Committed Amount in whole or in part (in minimum aggregate amounts of $500,000
or in integral multiples of $100,000 in excess thereof (or, if less, the full
remaining amount of the then applicable Revolving Committed Amount)) upon five
(5) Business Days' prior written or telecopy notice to the Agent; PROVIDED,
THAT, no such termination or reduction shall be made which would cause the sum
at any time of the aggregate principal amount of outstanding Revolving Loans,
PLUS the aggregate amount of outstanding LOC Obligations PLUS the aggregate
amount of outstanding Competitive Bid Loans to exceed the Revolving Committed
Amount as so terminated or reduced, unless, concurrently with such termination
or reduction, the Loans are repaid and, after the Loans have been paid in full,
the LOC Obligations are cash collateralized to the extent necessary to eliminate
such excess. The Agent shall promptly notify each affected Lender of the receipt
by the Agent of any notice from the Borrower pursuant to this Section 3.4(a).


                                       42

<PAGE>   48




         (b) MANDATORY REDUCTIONS. On any date that the Loans are required to be
prepaid and/or LOC Obligations are required to be cash collateralized pursuant
to the terms of Sections 3.3(b)(ii) or (iii) (or would be so required if any
Loans or LOC Obligations were outstanding), the Revolving Committed Amount shall
be automatically and permanently reduced by the total amount of such required
prepayments and cash collateral (and, in the event that the amount of any
payment referred to in Sections 3.3(b)(ii) or (iii) which is allocable to the
Credit Obligations exceeds the amount of all outstanding Credit Obligations, the
Revolving Committed Amount shall be further reduced by 100% of such excess).

         (c) MATURITY DATE. The Revolving Commitments of the Lenders and the LOC
Commitment of the Issuing Lender shall automatically terminate on the Maturity
Date.

         (d) GENERAL. The Borrower shall pay to the Agent for the account of the
Lenders in accordance with the terms of Section 3.5(a), on the date of each
termination or reduction of the Revolving Committed Amount, the Facility Fee
accrued through the date of such termination or reduction on the amount of the
Revolving Committed Amount so terminated or reduced.

         3.5 FEES. (a) FACILITY FEE. In consideration of the Revolving
Commitments of the Lenders hereunder, the Borrower agrees to pay to the Agent
for the account of each Lender a fee (the "FACILITY FEE") on such Lender's
Revolving Commitment Percentage of the Revolving Committed Amount computed for
each day during the applicable Facility Fee Calculation Period at a per annum
rate equal to the Applicable Percentage in effect from time to time. The
Facility Fee shall commence to accrue on the Effective Date and shall be due and
payable in arrears on the last business day of each March, June, September and
December (and any date that the Revolving Committed Amount is reduced as
provided in Section 3.4(a) or (b) and the Maturity Date) for the immediately
preceding quarter or portion thereof (each such quarter or portion thereof being
herein referred to as an "FACILITY FEE CALCULATION PERIOD"), beginning with the
first of such dates to occur after the Effective Date.

         (b)      LETTER OF CREDIT FEES.

                  (i) STANDBY LETTER OF CREDIT ISSUANCE FEE. In consideration of
         the issuance of Letters of Credit hereunder, the Borrower promises to
         pay to the Agent for the account of each Lender a fee (the "STANDBY
         LETTER OF CREDIT FEE") on such Lender's Revolving Commitment Percentage
         of the average daily maximum amount available to be drawn under each
         such standby Letter of Credit computed at a per annum rate for each day
         from the date of issuance to the date of expiration equal to the
         Applicable Percentage. The Standby Letter of Credit Fee will be payable
         quarterly in arrears on the last Business Day of each March, June,
         September and December for the immediately preceding quarter (or
         portion thereof), beginning with the first of such dates to occur after
         the Effective Date.

                  (ii) ISSUING LENDER FEES. In addition to the Standby Letter of
         Credit Fee payable pursuant to clause (i) above, the Borrower promises
         to pay to the Issuing Lender for its own account without sharing by the
         other Lenders the letter of credit fronting and negotiation fees agreed
         to by the Borrower and the Issuing Lender from


                                       43

<PAGE>   49



         time to time and the customary charges from time to time of the Issuing
         Lender with respect to the issuance, amendment, transfer,
         administration, cancellation and conversion of, and drawings under,
         such Letters of Credit (collectively, the "ISSUING LENDER FEES").

         (c) AGENT FEES. The Borrower agrees to pay to the Agent, for its own
account, to the extent not previously paid, the fees set forth in the fee letter
dated June 5, 1997, as amended or supplemented to the date hereof, among the
Agent and the Borrower and in the applicable provisions of the Commitment Letter
dated June 5, 1997 among such parties (together, the "FEE LETTER") in the
amounts and on the dates provided in the Fee Letter. Such fees shall be in
addition to reimbursement of the Agent's reasonable out-of-pocket expenses
pursuant to Section 10.5 hereof.

         3.6 INCREASED COST AND REDUCED RETURN. (a) If, after the date hereof,
the adoption of any applicable law, rule, or regulation, or any change in any
applicable law, rule, or regulation, or any change in the interpretation or
administration thereof by any Governmental Authority, central bank, or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender (or its Applicable Lending Office) with any request or
directive (whether or not having the force of law) of any such Governmental
Authority, central bank, or comparable agency:

                  (i) shall subject such Lender (or its Applicable Lending
         Office) to any tax, duty, or other charge with respect to any
         Eurodollar Loans, any of its Notes, or its obligation to make
         Eurodollar Loans, or change the basis of taxation of any amounts
         payable to such Lender (or its Applicable Lending Office) under this
         Amended Agreement or any of its Notes in respect of any Eurodollar
         Loans (other than franchise taxes and taxes imposed on the overall net
         income, gross receipts or revenues of such Lender by the jurisdiction
         in which such Lender has its principal office or such Applicable
         Lending Office);

                  (ii) shall impose, modify, or deem applicable any reserve,
         special deposit, assessment, compulsory loan, or similar requirement
         (other than the Reserve Requirement utilized in the determination of
         the Adjusted Eurodollar Rate) relating to any extensions of credit or
         other assets of, or any deposits with or other liabilities or
         commitments of, such Lender (or its Applicable Lending Office),
         including any of the Commitments of such Lender hereunder; or

                  (iii) shall impose on such Lender (or its Applicable Lending
         Office) or on the London interbank market any other condition affecting
         this Amended Agreement or any of its Notes or any of such extensions of
         credit or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, converting into, extending, or
maintaining any Eurodollar Loans or to reduce any sum received or receivable by
such Lender (or its Applicable Lending Office) under this Amended Agreement or
any of its Notes with respect to any Eurodollar Loans, then the Borrower shall
pay to such Lender on demand such amount or amounts as will compensate such
Lender for such increased cost or reduction. If any Lender requests


                                       44

<PAGE>   50



compensation by the Borrower under this Section 3.6, the Borrower may, by notice
to such Lender (with a copy to the Agent), suspend the obligation of such Lender
to make or extend Revolving Loans of the Type with respect to which such
compensation is requested, or to convert Revolving Loans of any other Type into
Revolving Loans of such Type, until the event or condition giving rise to such
request ceases to be in effect (in which case the provisions of Section 3.9
shall be applicable); PROVIDED, THAT, such suspension shall not affect the right
of such Lender to receive the compensation so requested.

         (b) If, after the date hereof, any Lender shall have determined that
the adoption of any applicable law, rule, or regulation regarding capital
adequacy or any change therein or in the interpretation or administration
thereof by any Governmental Authority, central bank, or comparable agency
charged with the interpretation or administration thereof, or any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such Governmental Authority, central bank, or comparable agency, has or
would have the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of such
Lender's obligations hereunder to a level below that which such Lender or such
corporation could have achieved but for such adoption, change, request, or
directive (taking into consideration its policies with respect to capital
adequacy), then from time to time upon demand the Borrower shall pay to such
Lender such additional amount or amounts as will compensate such Lender for such
reduction.

         (c) Each Lender shall promptly notify the Borrower and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Lender to compensation pursuant to this Section 3.6 and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming
compensation under this Section 3.6 shall furnish to the Borrower and the Agent
a statement setting forth the additional amount or amounts to be paid to it
hereunder which shall be conclusive in the absence of manifest error. In
determining such amount, such Lender may use any reasonable averaging and
attribution methods.

         3.7 LIMITATION ON TYPES OF LOANS. If on or prior to the first day of
any Interest Period for any Eurodollar Loan:

                  (a) the Agent determines (which determination shall be
         conclusive) that by reason of circumstances affecting the relevant
         market, adequate and reasonable means do not exist for ascertaining the
         Eurodollar Rate for such Interest Period; or

                  (b) the Required Lenders determine (which determination shall
         be conclusive) and notify the Agent that the Adjusted Eurodollar Rate
         will not adequately and fairly reflect the cost to the Lenders of
         funding Eurodollar Loans for such Interest Period;

then the Agent shall give the Borrower prompt notice thereof specifying the
relevant amounts or periods, and so long as such condition remains in effect,
the Lenders shall be under no obligation to make additional Eurodollar Loans,
extend Eurodollar Loans or to convert Base Rate Loans into Eurodollar Loans and
the Borrower shall, on the last day(s) of the then


                                       45

<PAGE>   51



current Interest Period(s) for the outstanding Eurodollar Loans, either prepay
such Loans or convert such Loans into Base Rate Loans in accordance with the
terms of this Amended Agreement.

         3.8 ILLEGALITY. Notwithstanding any other provision of this Amended
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to make, maintain, or fund Eurodollar Loans hereunder,
then such Lender shall promptly notify the Borrower thereof and such Lender's
obligation to make or extend Eurodollar Loans and to convert Base Rate Loans
into Eurodollar Loans shall be suspended until such time as such Lender may
again make, maintain, and fund Eurodollar Loans (in which case the provisions of
Section 3.9 shall be applicable).

         3.9 TREATMENT OF AFFECTED LOANS. If the obligation of any Lender to
make Eurodollar Loans or to extend, or to convert Base Rate Loans into,
Eurodollar Loans shall be suspended pursuant to Section 3.6 or 3.8 hereof
(Revolving Loans of such Type being herein called "AFFECTED LOANS" and such Type
being herein called the "AFFECTED TYPE"), such Lender's Affected Loans shall be
automatically converted into Base Rate Loans on the last day(s) of the then
current Interest Period(s) for Affected Loans (or, in the case of a conversion
required by Section 3.8 hereof, on such earlier date as such Lender may specify
to the Borrower with a copy to the Agent) and, unless and until such Lender
gives notice as provided below that the circumstances specified in Section 3.6
or 3.8 hereof that gave rise to such conversion no longer exist:

                  (a) to the extent that such Lender's Affected Loans have been
         so converted, all payments and prepayments of principal that would
         otherwise be applied to such Lender's Affected Loans shall be applied
         instead to its Base Rate Loans; and

                  (b) all Loans that would otherwise be made or extended by such
         Lender as Loans of the Affected Type shall be made or extended instead
         as Base Rate Loans, and all Loans of such Lender that would otherwise
         be converted into Loans of the Affected Type shall be converted instead
         into (or shall remain as) Base Rate Loans.

If such Lender gives notice to the Borrower (with a copy to the Agent) that the
circumstances specified in Section 3.6 or 3.8 hereof that gave rise to the
conversion of such Lender's Affected Loans pursuant to this Section 3.9 no
longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) at a time when Loans of the Affected Type made by other
Lenders are outstanding, such Lender's Base Rate Loans shall be automatically
converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Loans of the Affected Type, to the extent necessary so that,
after giving effect thereto, all Loans held by the Lenders holding Loans of the
Affected Type and by such Lender are held pro rata (as to principal amounts,
Types, and Interest Periods) in accordance with their respective Commitments.

         3.10 TAXES. (a) Any and all payments by the Borrower to or for the
account of any Lender or the Agent hereunder or under any other Credit Document
shall be made free and clear of and without deduction for any and all present or
future taxes, duties, levies, imposts, deductions, charges or withholdings, and
all liabilities with respect thereto,


                                       46

<PAGE>   52



EXCLUDING, in the case of each Lender and the Agent, taxes imposed on its
income, gross receipts and revenues and franchise taxes imposed on it, by the
jurisdiction under the laws of which such Lender (or its Applicable Lending
Office) or the Agent (as the case may be) is organized or any political
subdivision thereof (all such non-excluded taxes, duties, levies, imposts,
deductions, charges, withholdings, and liabilities being hereinafter referred to
as "TAXES"). If the Borrower shall be required by law to deduct any Taxes from
or in respect of any sum payable under this Amended Agreement or any other
Credit Document to any Lender or the Agent, (i) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 3.10) such
Lender or the Agent receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions,
(iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law, and (iv) the
Borrower shall furnish to the Agent, at the office of the Agent specified in
SCHEDULE 2.1(A), the original or a certified copy of a receipt evidencing
payment thereof.

         (b) In addition, the Borrower agrees to pay any and all present or
future stamp or documentary taxes and any other excise or property taxes or
charges or similar levies (including mortgage recording taxes and similar taxes)
which arise from any payment made under this Amended Agreement or any other
Credit Document or from the execution or delivery of, or otherwise with respect
to, this Amended Agreement or any other Credit Document (hereinafter referred to
as "OTHER TAXES").

         (c) The Borrower agrees to indemnify each Lender and the Agent for the
full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed
or asserted by any jurisdiction on amounts payable under this Section 3.10) paid
by such Lender or the Agent (as the case may be) and any liability (including
penalties, interest, and expenses) arising therefrom or with respect thereto.

         (d) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Amended Agreement in the case of each Lender listed on the signature pages
hereof and on or prior to the date on which it becomes a Lender in the case of
each other Lender, and from time to time thereafter if requested in writing by
the Borrower or the Agent (but only so long as such Lender remains lawfully able
to do so), shall provide the Borrower and the Agent with (i) Internal Revenue
Service Form 1001 or 4224, as appropriate, or any successor form prescribed by
the Internal Revenue Service, certifying that such Lender is entitled to
benefits under an income tax treaty to which the United States is a party which
reduces the rate of withholding tax on payments of interest or certifying that
the income receivable pursuant to this Amended Agreement is effectively
connected with the conduct of a trade or business in the United States, (ii)
Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form
prescribed by the Internal Revenue Service, and (iii) any other form or
certificate required by any taxing authority (including any certificate required
by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that
such Lender is entitled to an exemption from or a reduced rate of tax on
payments pursuant to this Amended Agreement or any of the other Loan Documents.



                                       47

<PAGE>   53



         (e) For any period with respect to which a Lender has failed to provide
the Borrower and the Agent with the appropriate form pursuant to Section 3.10(d)
(unless such failure is due to a change in treaty, law, or regulation occurring
subsequent to the date on which a form originally was required to be provided),
such Lender shall not be entitled to indemnification under Section 3.10(a) or
3.10(b) with respect to Taxes imposed by the United States; PROVIDED, THAT,
should a Lender, which is otherwise exempt from or subject to a reduced rate of
withholding tax, become subject to Taxes because of its failure to deliver a
form required hereunder, the Borrower shall take such steps as such Lender shall
reasonably request to assist such Lender to recover such Taxes.

         (f) If the Borrower is required to pay additional amounts to or for the
account of any Lender pursuant to this Section 3.10, then such Lender will agree
to use reasonable efforts to change the jurisdiction of its Applicable Lending
Office so as to eliminate or reduce any such additional payment which may
thereafter accrue if such change, in the reasonable judgment of such Lender, is
not otherwise disadvantageous to such Lender.

         (g) Within thirty (30) days after the date of any payment of Taxes, the
Borrower shall furnish to the Agent the original or a certified copy of a
receipt evidencing such payment.

         (h) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 3.10 shall survive the termination of the Commitments and the
payment in full of the Notes.

         3.11 COMPENSATION. Upon the request of any Lender, the Borrower shall
pay to such Lender such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate it for any loss, cost or
expense (including loss of anticipated profits) incurred by it as a result of:

                  (a) any payment, prepayment, or extension of a Eurodollar Loan
         for any reason (including the acceleration of the Loans pursuant to
         Section 8.2) on a date other than the last day of the Interest Period
         for such Loan; or

                  (b) any failure by the Borrower for any reason (including the
         failure of any condition precedent specified in Section 4 to be
         satisfied) to borrow, convert, extend, or prepay, as applicable, a
         Eurodollar Loan or Competitive Bid Loan on the date for such borrowing,
         conversion, extension, or prepayment specified in the relevant notice
         of borrowing, prepayment, extension, or conversion or acceptance of any
         Competitive Bid Quote, all as provided under this Amended Agreement; or

                  (c) without duplication of any amounts paid under Section 3.11
         (a) and (b), any breakage costs, charges or fees incurred by any Lender
         during the period from the Closing Date through and including the date
         that is 180 days from the Closing Date in respect of any Eurodollar
         Loan on account to any sale or assignment of any portion of the Loans
         on the Commitments to a financial institution such that the financial
         institution is or will become a Lender hereunder.



                                       48

<PAGE>   54



         3.12 PRO RATA TREATMENT. Except to the extent otherwise provided
herein:

                  (a) REVOLVING LOANS. Each Revolving Loan, each payment or
         prepayment of principal of any Revolving Loan or reimbursement
         obligations arising from drawings under Letters of Credit, each payment
         of interest on the Revolving Loans or reimbursement obligations arising
         from drawings under Letters of Credit, each payment of Facility Fees,
         each payment of the Standby Letter of Credit Fee, each reduction of the
         Revolving Committed Amount and each conversion or extension of any
         Revolving Loan, shall be allocated pro rata among the Lenders in
         accordance with the respective principal amounts of their outstanding
         Revolving Loans and Participation Interests.

                  (b) ADVANCES. No Lender shall be responsible for the failure
         or delay by any other Lender in its obligation to make its ratable
         share of a borrowing hereunder; PROVIDED, THAT, the failure of any
         Lender to fulfill its obligations hereunder shall not relieve any other
         Lender of its obligations hereunder. Unless the Agent shall have been
         notified by any Lender prior to the date of any requested borrowing
         that such Lender does not intend to make available to the Agent its
         ratable share of such borrowing to be made on such date, the Agent may
         assume that such Lender has made such amount available to the Agent on
         the date of such borrowing, and the Agent in reliance upon such
         assumption, may (in its sole discretion but without any obligation to
         do so) make available to the Borrower a corresponding amount. If such
         corresponding amount is not in fact made available to the Agent, the
         Agent shall be able to recover such corresponding amount from such
         Lender. If such Lender does not pay such corresponding amount forthwith
         upon the Agent's demand therefor, the Agent will promptly notify the
         Borrower, and the Borrower shall immediately pay such corresponding
         amount to the Agent (and such payment by the Borrower shall be without
         prejudice to Borrower's rights and remedies in respect to the
         defaulting Lenders). The Agent shall also be entitled to recover from
         the Lender or the Borrower, as the case may be, interest on such
         corresponding amount in respect of each day from the date such
         corresponding amount was made available by the Agent to the Borrower to
         the date such corresponding amount is recovered by the Agent at a per
         annum rate equal to (i) from the Borrower, the applicable rate for the
         applicable borrowing pursuant to the Notice of Borrowing and (ii) from
         a Lender, if paid within two (2) Business Days of the date such
         corresponding amount was made available by the Agent to the Borrower,
         the Federal Funds Rate and, if paid thereafter, the Base Rate.

         3.13 SHARING OF PAYMENTS. The Lenders agree among themselves that, in
the event that any Lender shall obtain payment in respect of any Loan, LOC
Obligation or any other obligation owing to such Lender under this Amended
Agreement through the exercise of a right of setoff, banker's lien or
counterclaim, or pursuant to a secured claim under Section 506 of Title 11 of
the United States Code or other security or interest arising from, or in lieu
of, such secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by any other means (whether
voluntarily or involuntarily by set-off or otherwise), in excess of its pro rata
share of such payment as provided for in this Amended Agreement, such Lender
shall promptly purchase from the


                                       49

<PAGE>   55



other Lenders a Participation Interest in such Loan, LOC Obligation or other
obligation in such amounts, and make such other adjustments from time to time,
as shall be equitable to the end that all Lenders share such payment in
accordance with their respective ratable shares as provided for in this Amended
Agreement. The Lenders further agree among themselves that if payment to a
Lender obtained by such Lender through the exercise of a right of setoff,
banker's lien, counterclaim or other event as aforesaid shall be rescinded or
must otherwise be restored, each Lender which shall have shared the benefit of
such payment shall, by repurchase of a Participation Interest theretofore sold,
return its share of that benefit (together with its share of any accrued
interest payable with respect thereto) to each Lender whose payment shall have
been rescinded or otherwise restored. The Borrower agrees that any Lender so
purchasing such a Participation Interest pursuant to this Section 3.13 may, to
the fullest extent permitted by law, exercise all rights of payment, including
setoff, banker's lien or counterclaim, with respect to such Participation
Interest as fully as if such Lender were a holder of such Loan, LOC Obligations
or other obligation in the amount of such Participation Interest. Except as
otherwise expressly provided in this Amended Agreement, if any Lender or the
Agent shall fail to remit to the Agent or any other Lender an amount payable by
such Lender or the Agent to the Agent or such other Lender pursuant to this
Amended Agreement on the date when such amount is due, such payments shall be
made together with interest thereon for each date from the date such amount is
due until the date such amount is paid to the Agent or such other Lender at a
rate per annum equal to the Federal Funds Rate. If under any applicable
bankruptcy, insolvency or other similar law, any Lender receives a secured claim
in lieu of a setoff to which this Section 3.13 applies, such Lender shall, to
the extent practicable, exercise its rights in respect of such secured claim in
a manner consistent with the rights of the Lenders under this Section 3.13 to
share in the benefits of any recovery on such secured claim.

         3.14 PAYMENTS, COMPUTATIONS, ETC. (a) Except as otherwise specifically
provided herein, all payments hereunder shall be made to the Agent in Dollars in
immediately available funds, without offset, deduction, counterclaim or
withholding of any kind, at the Agent's office specified in SCHEDULE 2.1(A) not
later than 2:00 P.M. (Charlotte, North Carolina time) on the date when due.
Payments received after such time shall be deemed to have been received on the
next succeeding Business Day. The Agent may (but shall not be obligated to)
debit the amount of any such payment which is not made by such time to any
ordinary deposit account of the Borrower maintained with the Agent (with notice
to the Borrower). The Borrower shall, at the time it makes any payment under
this Amended Agreement, specify to the Agent the Loans, LOC Obligations, Fees,
interest or other amounts payable by the Borrower hereunder to which such
payment is to be applied (and in the event that it fails so to specify, or if
such application would be inconsistent with the terms hereof, the Agent shall
distribute such payment to the Lenders in such manner as the Agent may determine
to be appropriate in respect of obligations owing by the Borrower hereunder,
subject to the terms of Section 3.12(a)). The Agent will distribute such
payments to such Lenders, if any such payment is received prior to 12:00 Noon
(Charlotte, North Carolina time) on a Business Day in like funds as received
prior to the end of such Business Day and otherwise the Agent will distribute
such payment to such Lenders on the next succeeding Business Day. Whenever any
payment hereunder shall be stated to be due on a day which is not a Business
Day, the due date thereof shall be extended to the next succeeding Business Day
(subject to accrual of interest and Fees for the period of such


                                       50

<PAGE>   56



extension), except that in the case of Eurodollar Loans, if the extension would
cause the payment to be made in the next following calendar month, then such
payment shall instead be made on the next preceding Business Day. Except as
expressly provided otherwise herein, all computations of interest and Fees shall
be made on the basis of actual number of days elapsed over a year of 360 days
(or 365 or 366 days, as the case may be, in the case of Facility Fees and Base
Rate Loans based on the Prime Rate). Interest shall accrue from and include the
date of borrowing, but shall exclude the date of payment.

         (b) ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT. Notwithstanding any
other provisions of this Amended Agreement to the contrary, after the occurrence
and during the continuance of an Event of Default, all amounts collected or
received by the Agent or any other Lender on account of the Credit Obligations
or any other amounts outstanding under any of the Credit Documents or in respect
of the Collateral shall be paid over or delivered as follows:

                  FIRST, to the payment of all reasonable out-of-pocket costs
         and expenses (including reasonable attorneys' fees but excluding the
         allocated cost of internal counsel) of the Agent in connection with
         enforcing the rights of the Secured Parties under the Credit Documents
         and any protective advances made by the Agent with respect to the
         Collateral under or pursuant to the terms of the Collateral Documents;

                  SECOND, to payment of any Fees owed to the Agent;

                  THIRD, to the payment of all reasonable out-of-pocket costs
         and expenses (including reasonable attorneys' fees but excluding the
         cost of internal counsel) of each of the Lenders in connection with
         enforcing its rights under the Credit Documents or otherwise with
         respect to the Credit Obligations owing to such Lender;

                  FOURTH, to the payment of all of the Credit Obligations
         consisting of accrued fees and interest;

                  FIFTH, to the payment of the outstanding principal amount of
         the Credit Obligations (including the payment or cash collateralization
         of the outstanding LOC Obligations);

                  SIXTH, to all other Credit Obligations and other obligations
         which shall have become due and payable under the Credit Documents or
         otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH"
         above; and

                  SEVENTH, to the payment of the surplus, if any, to whomever
         may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category; (ii) each of the Lenders shall receive an amount equal to
its pro rata share (based on the proportion that the then outstanding Loans and
Participation Interest in LOC Obligations held by such Lender bears to the
aggregate amount of the then outstanding Revolving Loans and Participation


                                       51

<PAGE>   57



Interests in LOC Obligations) of amounts available to be applied pursuant to
clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH" above; and (iii) to the extent
that any amounts available for distribution pursuant to clause "FIFTH" above are
attributable to the issued but undrawn amount of outstanding Letters of Credit,
such amounts shall be held by the Agent in a cash collateral account pursuant to
Section 2.2(l) and applied (A) first, to reimburse the Issuing Lender from time
to time for any drawings under such Letters of Credit and (B) then, following
the expiration of all Letters of Credit, to all other obligations of the types
described in clauses "FIFTH" and "SIXTH" above in the manner provided in this
Section 3.14(b). Notwithstanding the foregoing provisions of this Section
3.14(b), amounts on deposit in a cash collateral account pursuant to Section
2.2(l) upon the occurrence of any such Event of Default shall be applied, first,
to reimburse the Issuing Lender from time to time for any drawings under any
Letters of Credit and, second, following the expiration of all Letters of
Credit, to the other Credit Obligations in the manner provided in this Section
3.14(b).

         3.15 EVIDENCE OF DEBT. (a) Each Lender shall maintain an account or
accounts evidencing each Loan made by such Lender to the Borrower from time to
time, including the amounts of principal and interest payable and paid to such
Lender from time to time under this Amended Agreement. Each Lender will make
reasonable efforts to maintain the accuracy of its account or accounts and to
promptly update its account or accounts from time to time, as necessary.

         (b) The Agent shall maintain the Register pursuant to Section 10.3(c),
and a subaccount for each Lender, in which Register and subaccounts (taken
together) shall be recorded (i) the amount, Type and Interest Period of each
such Loan hereunder, (ii) the amount of any principal or interest due and
payable or to become due and payable to each Lender hereunder and (iii) the
amount of any sum received by the Agent hereunder from or for the account of the
Borrower and each Lender's share thereof. The Agent will make reasonable efforts
to maintain the accuracy of the subaccounts referred to in the preceding
sentence and to promptly update such subaccounts from time to time, as
necessary.

         (c) The entries made in the accounts, Register and subaccounts
maintained pursuant to subsection (b) of this Section 3.15 (and, if consistent
with the entries of the Agent, subsection (a)) shall be prima facie evidence of
the existence and amounts of the obligations of the Borrower therein recorded;
PROVIDED, THAT, the failure of any Lender or the Agent to maintain any such
account, such Register or such subaccount, as applicable, or any error therein,
shall not in any manner affect the obligation of the Borrower to repay the Loans
made by such Lender in accordance with the terms hereof.


                                    SECTION 4
                                   CONDITIONS

         4.1 CLOSING CONDITIONS. The obligations of the Lenders to make the
initial Loans under this Amended Agreement and of the Issuing Lender to issue
the initial Letter of Credit shall be subject to satisfaction of the following
conditions (in form and substance acceptable to the Agent and the Lenders):


                                       52

<PAGE>   58




                  (a) EXECUTED CREDIT DOCUMENTS. The Agent shall have received
         duly executed copies of (i) this Amended Agreement; (ii) the Notes,
         (iii) the Collateral Documents and (iv) the Guarantors' Consent, each
         in form and substance reasonably acceptable to the Lenders. On the
         Effective Date, the Lenders under the Existing Credit Agreement will
         return the Revolving Notes dated as of the Closing Date to the Borrower
         for cancellation, and such Revolving Notes will be replaced by the
         Revolving Notes dated the Effective Date and issued to the Lenders
         hereunder.

                  (b) CORPORATE DOCUMENTS. The Agent shall have received the
following:

                           (i) CHARTER DOCUMENTS. To the extent available,
                  copies of the articles or certificates of incorporation or
                  other charter documents of each Credit Party certified to be
                  true and complete as of a recent date by the appropriate
                  Governmental Authority of the state or other jurisdiction of
                  its incorporation and certified by a secretary or assistant
                  secretary of such Credit Party to be true and correct as of
                  the Effective Date.

                           (ii) BYLAWS. A copy of the bylaws or regulations of
                  each Credit Party certified by a secretary or assistant
                  secretary of such Credit Party to be true and correct as of
                  the Effective Date.

                           (iii) RESOLUTIONS. Copies of resolutions of the Board
                  of Directors of each Credit Party approving and adopting the
                  Credit Documents to which it is a party, the transactions
                  contemplated therein and authorizing the execution, delivery
                  and performance thereof, certified by a secretary or assistant
                  secretary of such Credit Party to be true and correct and in
                  full force and effect as of the Effective Date.

                           (iv) GOOD STANDING. Copies of (A) to the extent
                  available, certificates of good standing, existence or the
                  equivalent with respect to each Credit Party certified as of a
                  recent date by the appropriate Governmental Authority of its
                  state or other jurisdiction of incorporation and each other
                  jurisdiction in which the failure to be qualified to do
                  business and in good standing could have a Material Adverse
                  Effect and (B) to the extent available, a certificate
                  indicating payment of all corporate franchise taxes certified
                  as of a recent date by the appropriate governmental taxing
                  authority of its state or other jurisdiction of incorporation
                  and each other jurisdiction referred to in clause (A) above.

                           (v) INCUMBENCY. A certificate of each Credit Party as
                  to the incumbency and specimen signature of each officer
                  executing any Credit Document or any other document delivered
                  in connection herewith on behalf of such Credit Party,
                  certified by a secretary or assistant secretary of such Credit
                  Party to be true and correct as of the Effective Date.



                                       53

<PAGE>   59



                  (c) OPINIONS OF COUNSEL. The Agent shall have received a legal
         opinion, dated the Effective Date, of Keating, Muething & Klekamp
         P.L.L., general counsel for the Credit Parties, substantially in the
         form of EXHIBIT K.

                  (d) FEES AND EXPENSES. The Credit Parties shall have paid all
         Fees and other fees and expenses owed by them to the Agent or any
         Lender under the Existing Credit Agreement or otherwise.

                  (e) COLLATERAL. The Agent shall have received (i) all stock
         certificates evidencing the Capital Stock pledged to the Agent pursuant
         to the Pledge Agreement, together with duly executed in blank undated
         stock powers attached thereto (unless, with respect to the pledged
         Capital Stock of any Foreign Subsidiary, such stock powers are deemed
         unnecessary by the Agent in its sole discretion under the law of the
         jurisdiction of incorporation of such Person) and Intercompany Notes,
         (ii) searches of Uniform Commercial Code filings in the jurisdiction of
         the chief executive office of each Credit Party and each jurisdiction
         where any Collateral is located or where a filing would need to be made
         in order to perfect the Agent's security interest in the Collateral,
         copies of the financing statements on file in such jurisdictions and
         evidence that no Liens exist other than Permitted Liens, and (iii) duly
         executed financing statements (Form UCC-1) for each appropriate
         jurisdiction as is necessary, in the Agent's sole discretion, to
         perfect the Agent's security interest in the Collateral.

                  (f) PRIORITY OF LIENS. The Agent, on behalf of the Secured
         Parties, shall hold a perfected, first priority Lien, subject to no
         other Liens other than Permitted Liens, on all Collateral.

                  (g) EVIDENCE OF INSURANCE. The Agent shall have received
         satisfactory evidence that insurance satisfying the requirements set
         forth in the Credit Documents is in effect.

                  (h) CORPORATE STRUCTURE. The ownership, capital, corporate,
         tax, organizational and legal structure (including articles of
         incorporation and bylaws, shareholder agreements and management) of the
         Credit Parties shall be reasonably satisfactory to the Lenders.

                  (i) CONSENTS AND APPROVALS. The Borrower and the other Credit
         Parties shall have obtained all governmental, shareholder and third
         party consents and approvals necessary or, in the reasonable opinion of
         the Agent, desirable in connection with the execution, delivery and
         performance of this Amended Agreement and the other Credit Documents
         (including the exercise of remedies under the Collateral Documents),
         the other related financings and transactions contemplated hereby and
         the continuing operations of the Borrower and its Subsidiaries
         following the Effective Date.

                  (j) MATERIAL ADVERSE EFFECT. From the Closing Date to the
         Effective Date, nothing shall have occurred (and neither the Lenders
         nor the Agent shall have become


                                       54

<PAGE>   60



         aware of any facts or circumstances not previously known) which has, or
         could reasonably be expected to have, a Material Adverse Effect.

                  (k) LITIGATION. There shall not exist any order, decree,
         judgment, ruling or injunction or any pending or threatened action,
         suit, investigation or proceeding that purports to affect the Facility
         or that could reasonably be expected to have a Material Adverse Effect.

                  (l) OTHER INDEBTEDNESS. The Credit Parties shall have no
         material liabilities (actual or contingent) or Preferred Stock other
         than (i) the Indebtedness under the Credit Documents, (ii) Indebtedness
         that is set forth on SCHEDULE 7.1(B) and satisfactory to the Lenders,
         (iii) as disclosed in the most recent interim balance sheet referred to
         in Section 5.1(a) and on SCHEDULE 5.1, and (iv) for accounts payable
         incurred in the ordinary course of business consistent with past
         practice since the date of the most recent interim balance sheet
         referred to in Section 5.1(a).

                  (m) SOLVENCY OPINION. The Agent shall have received a
         certificate of the Borrower in form and substance satisfactory to the
         Agent, from the Chief Financial Officer of the Borrower, as to the
         financial condition and solvency of each of the Borrower and its
         Subsidiaries.

                  (n) CHANGE IN MARKET. There shall not exist any material
         disruption of, or a material adverse change in, the market for
         syndicated bank credit facilities or financial, banking or capital
         market conditions.

                  (o) OFFICER'S CERTIFICATES. The Agent shall have received a
         certificate or certificates executed by a Responsible Officer of the
         Borrower as of the Effective Date stating that (A) each Credit Party is
         in compliance with all existing financial obligations, (B) conditions
         set forth in subsections 4.1(d), (h), (i), (j), (k) and (l) shall have
         been satisfied, certified by a Responsible Officer of the Borrower to
         be true and correct as of the Effective Date.

                  (p) OTHER. The Lenders shall have received such other
         documents, instruments, agreements or information as reasonably
         requested by any Lender, including information regarding litigation,
         investigations and other proceedings, compliance with applicable laws,
         regulations and consent orders, tax matters, accounting matters, labor
         agreements and other employee-related matters, insurance coverage,
         pension liabilities (actual or contingent) and other employee benefits,
         real estate leases, material contracts and relationships, debt
         agreements, transactions with Affiliates and former Affiliates,
         property ownership, Capital Leases, trademarks, other proprietary
         rights and related licenses, capital stock, options and warrants, and
         contingent liabilities of the Credit Parties.

         4.2 CONDITIONS TO ALL EXTENSIONS OF CREDIT. The obligations of each
Lender to make any Loan (including the initial Loans), convert any existing Loan
into a Loan of another Type or extend any existing Loan into a subsequent
Interest Period and of the Issuing Lender to issue or extend any Letter of
Credit are subject, in addition to satisfaction on the


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<PAGE>   61



Effective Date of the conditions set forth in Section 4.1, to satisfaction on
the date such Loan is made, converted or extended or the date such Letter of
Credit is issued or extended, as applicable, to satisfaction of the following
conditions:

                  (a) The Borrower shall have delivered (i) in the case of any
         Revolving Loan, an appropriate Notice of Borrowing or Notice of
         Extension/Conversion, (ii) in the case of any Competitive Bid Loan, an
         appropriate Competitive Bid Quote Request or (iii) in the case of any
         Letter of Credit, the Issuing Lender shall have received an appropriate
         request for issuance or extension in accordance with the provisions of
         Section 2.2(b);

                  (b) The representations and warranties set forth in Section 5
         shall be true and correct in all material respects as of such date
         (except for those which expressly relate to an earlier date, in which
         case such representations and warranties shall be true and correct in
         all material respects on and as of such earlier date);

                  (c) There shall not have been commenced against any Credit
         Party an involuntary case under any applicable bankruptcy, insolvency
         or other similar law now or hereafter in effect, or any case,
         proceeding or other action for the appointment of a receiver,
         liquidator, assignee, custodian, trustee, sequestrator (or similar
         official) of such Person or for any substantial part of its Property or
         for the winding up or liquidation of its affairs, which involuntary
         case or other case, proceeding or other action shall remain
         undismissed, undischarged or unbonded;

                  (d) No Default or Event of Default shall exist and be
         continuing either prior to the making, conversion or extension of such
         Loan or the issuance or extension of such Letter of Credit or after
         giving effect thereto; and

                  (e) Immediately after giving effect to the making, conversion
         or extension of such Loan (and the application of the proceeds thereof)
         or to the issuance or extension of such Letter of Credit, as
         applicable, the aggregate principal amount of outstanding Revolving
         Loans and the aggregate principal amount of outstanding LOC Obligations
         and the aggregate amount of outstanding Competitive Bid Loans shall not
         exceed the limitations applicable thereto set forth in Section 2.

The delivery of each Notice of Borrowing, each Competitive Bid Quote Request,
each Notice of Extension/Conversion and each request for the issuance or
extension of a Letter of Credit pursuant to Section 2.2(b) shall constitute a
representation and warranty by the Borrower of the correctness of the matters
specified in subsections (b), (c), (d) and (e) above.




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                                    SECTION 5
                         REPRESENTATIONS AND WARRANTIES

         The Borrower hereby represents to the Agent and each Lender that:

         5.1 FINANCIAL CONDITION. (a) The audited consolidated and unaudited
consolidating balance sheets of the Borrower and its Subsidiaries as of December
31, 1996, and the audited consolidated and unaudited consolidating statements of
earnings and statements of cash flows of the Borrower and its Subsidiaries for
the years ended December 31, 1995 and December 31, 1996 have heretofore been
furnished to each Lender. Such financial statements (including the notes
thereto) (i) with respect to the consolidated statements only, have been audited
by a nationally recognized accounting firm reasonably acceptable to the Agent,
(ii) have been prepared in accordance with GAAP consistently applied throughout
the periods covered thereby and (iii) present fairly in all material respects
(on the basis disclosed in the footnotes to such financial statements) the
consolidated and consolidating financial condition, results of operations and
cash flows of the Borrower and its Subsidiaries as of such dates and for such
periods. The unaudited interim balance sheets of the Borrower and its
Subsidiaries as at the end of, and the related unaudited interim statements of
earnings and of cash flows for, each quarterly period ended after [September
30], 1997 and prior to the Effective Date for which financial information is
available have heretofore been furnished to each Lender. Such interim financial
statements for each such period (i) have been prepared in accordance with GAAP
consistently applied throughout the periods covered thereby, except for the
absence of footnotes, and (ii) present fairly in all material respects the
consolidated and consolidating financial condition, results of operations and
cash flows of the Borrower and its Subsidiaries as of such dates and for such
periods, except for recurring annual audit adjustments. During the period from
the Closing Date to and including the Effective Date, there has been no sale,
transfer or other disposition by any Credit Party of any material part of the
business or property of the Credit Parties, taken as a whole, and no purchase or
other acquisition by any of them of any business or property (including any
capital stock of any other Person) material in relation to the consolidated
financial condition of the Credit Parties, taken as a whole, in each case,
which, is not reflected in the foregoing financial statements or in the notes
thereto. Except as disclosed in SCHEDULE 5.1, the balance sheets and the notes
thereto included in the foregoing financial statements disclose all material
liabilities, actual or contingent, of the Borrower and its Subsidiaries as of
the dates thereof.

         (b) As of the Effective Date, the Credit Parties do not have any
material liabilities, actual or contingent, or Preferred Stock except (i) as
disclosed in the most recent interim balance sheet referred to in subsection (a)
above, (ii) for items disclosed in SCHEDULE 5.1, (iii) for accounts payable
incurred in the ordinary course of business consistent with past practice since
the date of the most recent interim balance sheet referred to in subsection (a)
above (iv) Indebtedness under the Credit Documents and (v) Indebtedness set
forth on Schedule 7.1(b).

         (c)      [intentionally omitted]



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<PAGE>   63



         (d) The financial statements delivered to the Lenders pursuant to
Section 6.1(a) and (b), (i) have been prepared in accordance with GAAP (except
as may otherwise be permitted under Section 6.1(a) and (b)) and (ii) present
fairly in all material respects (on the basis disclosed in the footnotes to such
financial statements, if any) the consolidated and consolidating financial
condition, results of operations and cash flows of the Borrower and its
Subsidiaries as of the respective dates thereof and for the respective periods
covered thereby.

         5.2 NO MATERIAL CHANGE. Since the Closing Date, (a) there has been no
development or event relating to or affecting a Credit Party which has had or
could reasonably be expected to have a Material Adverse Effect and (b) except
distributions made by ACER/EXCEL Inc. in connection with and prior to the
Borrower's acquisition of ACER/EXCEL Inc. as set forth on Schedule 5.2, no
dividends or other distributions have been declared, paid or made upon the
Capital Stock of any Credit Party nor has any of the Capital Stock of any Credit
Party been redeemed, retired, purchased or otherwise acquired for value.

         5.3 ORGANIZATION AND GOOD STANDING. Each of the Credit Parties (a) is
duly organized, validly existing and is in good standing (or the local law
equivalent, in the case of Foreign Subsidiaries) under the laws of the
jurisdiction of its incorporation or organization, (b) has the corporate or
other necessary power and authority, and the legal right, to own and operate its
Property, to lease the Property it operates as lessee and to conduct the
business in which it is currently engaged and (c) is duly qualified as a foreign
entity and in good standing (or the local law equivalent, in the case of Foreign
Subsidiaries) under the laws of each jurisdiction where its ownership, lease or
operation of Property or the conduct of its business requires such
qualification, other than in such jurisdictions where the failure to be so
qualified and in good standing would not reasonably be expected to have a
Material Adverse Effect.

         5.4 POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS. Each of the Credit
Parties has the corporate or other necessary power and authority, and the legal
right, to execute, deliver and perform the Credit Documents to which it is a
party, and in the case of the Borrower, to obtain extensions of credit
hereunder, and each Credit Party has taken all necessary corporate action to
authorize the borrowings and other extensions of credit on the terms and
conditions of this Amended Agreement and to authorize the execution, delivery
and performance of the Credit Documents to which it is a party. No consent or
authorization of, filing with, notice to or other similar act by or in respect
of, any Governmental Authority or any other Person is required to be obtained or
made by or on behalf of any Credit Party in connection with the borrowings or
other extensions of credit hereunder or with the execution, delivery,
performance, validity or enforceability of the Credit Documents to which such
Credit Party is a party, except for (i) consents, authorizations, notices and
filings disclosed in SCHEDULE 5.4, all of which have been (or will as of the
Effective Date) obtained or made, and (ii) filings to perfect the Liens created
by the Collateral Documents. This Amended Agreement has been, and each other
Credit Document to which any Credit Party is a party will be, duly executed and
delivered on behalf of such Credit Party. This Amended Agreement constitutes,
and each other Credit Document to which any Credit Party is a party when
executed and delivered will constitute, a legal, valid and binding obligation of
such Credit Party and, to the knowledge of the Credit Parties, enforceable
against such Person in


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<PAGE>   64



accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).

         5.5 NO CONFLICTS. Neither the execution and delivery by each Credit
Party of the Credit Documents to which it is a party, nor the consummation of
the transactions contemplated therein, nor performance of and compliance with
the terms and provisions thereof by such Credit Party, nor the exercise of
remedies by the Secured Parties under the Credit Documents, will (a) violate or
conflict with any provision of its articles or certificate of incorporation or
bylaws or other organizational or governing documents of such Person, (b)
violate, contravene or conflict with any Requirement of Law (including
Regulation U or Regulation X), applicable to it or its Properties, (c) violate,
contravene or conflict with contractual provisions of, cause an event of default
under, or give rise to material increased, additional, accelerated or guaranteed
rights of any Person under, any indenture, loan agreement, mortgage, deed of
trust, contract or other agreement or instrument to which it is a party or by
which it may be bound, or (d) result in or require the creation of any Lien
(other than the Lien of the Collateral Documents) upon or with respect to its
Properties.

         5.6 NO DEFAULT. No Credit Party is in default in any respect under any
loan agreement, indenture, mortgage, security agreement or other agreement
relating to Indebtedness or any other contract, lease, agreement or obligation
to which it is a party or by which any of its Properties is bound which default
could reasonably be expected to have a Material Adverse Effect. No Default or
Event of Default has occurred or exists.

         5.7 OWNERSHIP OF ASSETS. Each Credit Party is the owner of, and has
good and marketable title to, all of its respective assets, and none of such
assets is subject to any Lien other than Permitted Liens.

         5.8 INDEBTEDNESS. Except as permitted under Section 7.1, the Credit
Parties have no Indebtedness.

         5.9 LITIGATION. Except as disclosed in SCHEDULE 5.9, there are no
actions, suits, investigations or legal, equitable, arbitration or
administrative proceedings pending for which service of process or other written
notice has been received or, to the knowledge of any Credit Party, threatened
against or affecting any Credit Party which could reasonably be expected to have
a Material Adverse Effect or which are pending or threatened as of the Effective
Date.

         5.10 TAXES. Each Credit Party has filed, or caused to be filed, all
material tax returns (including Federal, state, local and foreign tax returns)
required to be filed and paid (a) all amounts of taxes shown thereon to be due
(including interest and penalties) and (b) all other material taxes, fees,
assessments and other governmental charges (including mortgage recording taxes,
documentary stamp taxes and intangibles taxes) owing by it, except for such
taxes (i) which are not yet delinquent or (ii) that are being contested in good
faith and by proper proceedings diligently pursued, and against which adequate
reserves are being maintained in accordance with GAAP. No Credit Party knows as
of the Effective Date of


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<PAGE>   65



any pending investigation of such party by any taxing authority or proposed tax
assessments against it or any other Credit Party.

         5.11 COMPLIANCE WITH LAW. Each Credit Party is in compliance with all
Requirements of Law (including Environmental Laws) applicable to it or to its
Properties, except for any such failure to comply which could not reasonably be
expected to have a Material Adverse Effect. No Requirement of Law could
reasonably be expected to cause a Material Adverse Effect. To the knowledge of
the Credit Parties, as of the Effective Date, none of the Credit Parties or any
of their respective material Properties or assets is subject to or in default
with respect to any judgment, writ, injunction, decree or order of any court or
other Governmental Authority. None of the Credit Parties has received any
written communication prior to the Effective Date from any Governmental
Authority that alleges that any of the Credit Parties is not in compliance in
any material respect with any Requirement of Law, except for allegations that
have been satisfactorily resolved and are no longer outstanding.

         5.12     ERISA.  Except as disclosed in SCHEDULE 5.12:

                  (a) During the five-year period prior to the date on which
         this representation is made or deemed made: (i) no ERISA Event has
         occurred, and, to the knowledge of the Credit Parties, no event or
         condition has occurred or exists as a result of which any ERISA Event
         could reasonably be expected to occur, with respect to any Plan; (ii)
         no "accumulated funding deficiency," as such term is defined in Section
         302 of ERISA and Section 412 of the Code, whether or not waived, has
         occurred with respect to any Plan; (iii) each Plan has been maintained,
         operated, and funded in compliance with its own terms and in material
         compliance with the provisions of ERISA, the Code, and any other
         applicable Federal or state laws, and (iv) no Lien in favor of the PBGC
         or a Plan has arisen or is reasonably likely to arise on account of any
         Plan.

                  (b) The actuarial present value of all "benefit liabilities"
         (as defined in Section 4001(a)(16) of ERISA), whether or not vested,
         under each Single Employer Plan, as of the last annual valuation date
         prior to the date on which this representation is made or deemed made
         (determined, in each case, utilizing the actuarial assumptions used in
         such Plan's most recent actuarial valuation report), did not exceed as
         of such valuation date the fair market value of the assets of such
         Plan.

                  (c) Neither any Credit Party nor any ERISA Affiliate has
         incurred, or, to the knowledge of the Credit Parties, could be
         reasonably expected to incur, any withdrawal liability under ERISA to
         any Multiemployer Plan or Multiple Employer Plan. Neither any Credit
         Party nor any ERISA Affiliate would become subject to any withdrawal
         liability under ERISA if any Credit Party or any ERISA Affiliate were
         to withdraw completely from all Multiemployer Plans and Multiple
         Employer Plans as of the valuation date most closely preceding the date
         on which this representation is made or deemed made. Neither any Credit
         Party nor any ERISA Affiliate has received any notification that any
         Multiemployer Plan is in reorganization (within the meaning of Section
         4241 of ERISA), is insolvent (within the meaning of Section 4245


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<PAGE>   66



         of ERISA), or has been terminated (within the meaning of Title IV of
         ERISA), and no Multiemployer Plan is, to the knowledge of the Credit
         Parties, reasonably expected to be in reorganization, insolvent, or
         terminated.

                  (d) No prohibited transaction (within the meaning of Section
         406 of ERISA or Section 4975 of the Code) or breach of fiduciary
         responsibility has occurred with respect to a Plan which has subjected
         or may subject any Credit Party or any ERISA Affiliate to any liability
         under Section 406, 409, 502(i) or 502(1) of ERISA or Section 4975 of
         the Code, or under any agreement or other instrument pursuant to which
         any Credit Party or any ERISA Affiliate has agreed or is required to
         indemnify any Person against any such liability.

                  (e) Neither any Credit Party nor any ERISA Affiliate has any
         material liability with respect to "expected post-retirement benefit
         obligations" within the meaning of the Financial Accounting Standards
         Board Statement 106.

         5.13 SUBSIDIARIES. SCHEDULE 5.13 sets forth a complete and accurate
list of all Subsidiaries of the Borrower, discloses the jurisdiction of
incorporation of each such Subsidiary, the number of authorized shares of each
class of Capital Stock of each such Subsidiary, the number of outstanding shares
of each class of Capital Stock, the number and percentage of outstanding shares
of each class of Capital Stock of each such Subsidiary owned (directly or
indirectly) by any Person, and the number and effect, if exercised, of all
outstanding options, warrants, rights of conversion or purchase and all other
similar rights with respect to Capital Stock of each such Subsidiary. All the
outstanding Capital Stock of each such Subsidiary is validly issued, fully paid
and non-assessable and is owned by the Borrower, directly or indirectly, free
and clear of all Liens (other than those arising under the Collateral
Documents). Other than as disclosed in SCHEDULE 5.13, no Credit Party has
outstanding any securities convertible into or exchangeable for its Capital
Stock nor does any such Person have outstanding any rights to subscribe for or
to purchase or any options for the purchase of, or any agreements providing for
the issuance (contingent or otherwise) of, or any calls, commitments or claims
of any character relating to, its Capital Stock.

         5.14 GOVERNMENTAL REGULATIONS, ETC. (a) No part of the Letters of
Credit or proceeds of the Loans will be used, directly or indirectly, for the
purpose of purchasing or carrying any "margin stock" within the meaning of
Regulation G or Regulation U, or for the purpose of purchasing or carrying or
trading in any securities. If requested by any Lender or the Agent, the Borrower
will furnish to the Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form U-1 referred to in Regulation U. No
indebtedness being reduced or retired out of the proceeds of the Loans was or
will be incurred for the purpose of purchasing or carrying any margin stock
within the meaning of Regulation U or any "margin security" within the meaning
of Regulation T. "margin stock" within the meaning of Regulation U does not
constitute more than 25% of the value of the consolidated assets of the Credit
Parties. None of the transactions contemplated by this Amended Agreement
(including the direct or indirect use of the proceeds of the Loans) will violate
or result in a violation of the Securities Act of 1933, as amended, or the
Exchange Act or regulations issued pursuant thereto, or Regulation G, T, U or X.



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         (b) No Credit Party is subject to regulation under the Public Utility
Holding Company Act of 1935, the Federal Power Act or the Investment Company Act
of 1940, each as amended. In addition, no Credit Party is (i) an "investment
company" registered or required to be registered under the Investment Company
Act of 1940, as amended, (ii) controlled by such a company, or (iii) a "holding
company", a "subsidiary company" of a "holding company", or an "affiliate" of a
"holding company" or of a "subsidiary" of a "holding company", within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

         (c) No director, executive officer or principal holder of Capital Stock
of any Credit Party is a director, executive officer or principal shareholder of
any Lender. For the purposes hereof the terms "director", "executive officer"
and "principal shareholder" (when used with reference to any Lender) have the
respective meanings assigned thereto in Regulation O issued by the Board of
Governors of the Federal Reserve System.

         (d) Each Credit Party has obtained and holds in full force and effect
all material franchises, licenses, permits, certificates, authorizations,
qualifications, accreditations, easements, rights or way and other rights,
consents and approvals which are necessary for the ownership of its respective
Property and to the conduct of its respective businesses as presently conducted.

         (e) Each Credit Party is current with all material reports and
documents, if any, required to be filed with any state or Federal securities
commission or similar agency and is in full compliance in all material respects
with all applicable rules and regulations of such commissions.

         5.15 PURPOSE OF LOANS AND LETTERS OF CREDIT. The proceeds of the Loans
made on or after the Effective Date will be used to provide for: (a) working
capital requirements of the Borrower and its Subsidiaries; (b) permitted
Consolidated Capital Expenditures; (c) Permitted Acquisitions; and (d) for the
general corporate purposes of the Borrower and its Subsidiaries.

         5.16     ENVIRONMENTAL MATTERS.  Except as disclosed in SCHEDULE 5.16:

                  (a) Each of the facilities and properties owned, leased or
         operated by the Credit Parties (the "COMPANY PROPERTIES") and all
         operations at the Company Properties are in compliance in all material
         respects with all applicable Environmental Laws, and there is no
         violation of any Environmental Law with respect to the Company
         Properties or the businesses operated by the Credit Parties (the
         "BUSINESSES"), and there are no conditions or circumstances relating to
         the Businesses or Company Properties or any former facilities,
         properties or businesses of the Credit Parties that could give rise to
         liability of any Credit Party under any applicable Environmental Laws
         or under any agreement or other instrument pursuant to which any Credit
         Party has agreed or is required to indemnify any Person against any
         such liability.



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                  (b) None of the Company Properties contains, or has previously
         contained, any Materials of Environmental Concern at, on or under the
         Company Properties in amounts or concentrations that constitute or
         constituted a violation of, or could give rise to liability of any
         Credit Party under, Environmental Laws or under any agreement or other
         instrument pursuant to which any Credit Party has agreed or is required
         to indemnify any Person against any such liability.

                  (c) No Credit Party has received any written or verbal notice
         of, or inquiry from any Governmental Authority regarding, any
         violation, alleged violation, non-compliance, liability or potential
         liability regarding environmental matters or compliance with
         Environmental Laws with regard to any of the Company Properties or the
         Businesses, nor does any Credit Party have knowledge or reason to
         believe that any such notice will be received or is being threatened.

                  (d) Materials of Environmental Concern have not been
         transported or disposed of from the Company Properties, or generated,
         treated, stored or disposed of at, on or under any of the Company
         Properties or any other location, in each case by or on behalf of any
         Credit Party in violation of, or in a manner that could give rise to
         liability of any Credit Party under, any applicable Environmental Law
         or under any agreement or other instrument pursuant to which any Credit
         Party has agreed or is required to indemnify any Person against any
         such liability.

                  (e) No judicial proceeding or governmental or administrative
         action is pending or, to the best knowledge of any Credit Party,
         threatened, under any Environmental Law to which any Credit Party is or
         will be named as a party, nor are there any consent decrees, consent
         orders, administrative orders, other decrees or orders or other
         administrative or judicial requirements outstanding under any
         Environmental Law with respect to the Credit Parties, the Company
         Properties or the Businesses.

                  (f) There has been no release or threat of release of
         Materials of Environmental Concern at or from the Company Properties,
         or arising from or related to the operations (including disposal) of
         any Credit Party in connection with the Company Properties or otherwise
         in connection with the Businesses, in violation of or in amounts or in
         a manner that could give rise to liability under Environmental Laws or
         under any agreement or other instrument pursuant to which any Credit
         Party has agreed or is required to indemnify any Person against any
         such liability.

         5.17 INTELLECTUAL PROPERTY. Except as disclosed in SCHEDULE 5.17, each
Credit Party owns, or has the legal right to use, all trademarks, tradenames,
copyrights, service marks, proprietary techniques, patents, patent applications,
trade secrets, technology, know how and processes necessary for each of them to
conduct its business as currently conducted except for those the failure to own
or have such legal right to use could not reasonably be expected to have a
Material Adverse Effect.

         5.18 SOLVENCY. Each Credit Party is and, after the Effective Date, will
be Solvent.



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         5.19 INVESTMENTS. All Investments of each Credit Party are Permitted
Investments.

         5.20 [Intentionally omitted].

         5.21 DISCLOSURE. Neither this Amended Agreement nor any financial
statements delivered to the Lenders pursuant hereto nor any other document,
certificate or statement furnished to the Lenders by or on behalf of any Credit
Party in connection with the transactions contemplated hereby (other than final
projections) contains any untrue statement of a material fact or omits to state
a material fact necessary in order to make the statements contained therein or
herein not misleading. All financial projections that have been made available
to the Agent or the Lenders by any Credit Party or any representatives thereof
in connection with the transactions contemplated hereby have been prepared in
good faith based upon assumptions believed by the Credit Parties to be
reasonable.

         5.22 NO BURDENSOME RESTRICTIONS; MATERIAL AGREEMENTS. No Credit Party
is a party to any agreement or instrument or subject to any other obligation or
any charter or corporate restriction or any provision of any applicable law,
rule or regulation which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. SCHEDULE 5.22 sets forth a complete
and accurate list of each agreement, contract, lease, license, commitment,
commercial arrangement or other instrument to which any Credit Party is a party
or by which it or any of its properties or assets are or may be bound as of the
Effective Date the loss of which could, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect (collectively, the
"MATERIAL CONTRACTS").

         (b) Except as set forth in SCHEDULE 5.22, each Material Contract will
be in all material respects valid, binding and in full force and effect and will
be enforceable by the Borrower or the Subsidiary of the Borrower which is a
party thereto in accordance with its terms, except as affected by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or similar laws
affecting creditors' rights generally and general equitable principles (whether
in equity or at law). Except as set forth in SCHEDULE 5.22, each of the Borrower
and the Subsidiaries will have performed in all material respects all
obligations required to be performed by it to date under the Material Contracts
and it will not be (with or without the lapse of time or the giving of notice,
or both) in breach or default in any material respect thereunder and, to the
knowledge of the Credit Parties, no other party to any of the Material Contracts
will be (with or without the lapse of time or the giving of notice, or both) in
breach or default in any material respect thereunder. Neither the Borrower nor
any of the Subsidiaries, nor, to the knowledge of the Borrower, any other party
to any Material Contract, will have given notice of termination of, or taken any
action inconsistent with the continuation of, any Material Contract. Except as
disclosed in SCHEDULE 5.22, none of such other parties will have any presently
exercisable right to terminate any Material Contract nor will any such other
party have any right to terminate any Material Contract on account of the
execution, delivery or performance of the Credit Documents.

         5.23 LABOR MATTERS. Except as disclosed in SCHEDULE 5.23, there are no
collective bargaining agreements or Multiemployer Plans covering the employees
of a Credit Party as of the Effective Date and none of the Credit Parties has
suffered any strike, walkout, work stoppage, unfair labor practice complaint or
other material labor difficulty within the five


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years prior to the Effective Date. To the knowledge of the Credit Parties, as of
the Effective Date, no union representation question exists with respect to the
employees of the Credit Parties and no union organizing activities are taking
place. The hours worked by and payments made to employees of the Credit Parties
have not been in violation in any material respect of the Fair Labor Standards
Act or any other applicable Federal, state, local or foreign law dealing with
such matters. All payments due from any Credit Party, or for which any claim may
be made against any Credit Party, on account of wages, employee health and
welfare insurance or other benefits, have been paid or accrued as a liability on
the books of the Credit Parties.

         5.24 NATURE OF BUSINESS. As of the Effective Date, the Credit Parties
are engaged in the business of providing outsourced and clinical research and
products development services to pharmaceutical and biotechnology companies.

         5.25 SECURITY DOCUMENTS. (a) The Pledge Agreement and the Life
Insurance Assignment are effective to create in favor of the Agent, for the
ratable benefit of the Secured Parties, a legal, valid and enforceable first
priority security interest in 100% of the issued and outstanding Capital Stock
of all Subsidiaries (PROVIDED that no shares of Capital Stock of any issuer
incorporated in a jurisdiction outside of the United States of America shall be
pledged to the extent that the aggregate amount of shares of Capital Stock of
such issuer pledged under the Pledge Agreement would exceed 65% of the Capital
Stock of such issuer to the extent, and for so long as, the pledge of any
greater percentage would have adverse tax consequences for the pledging party),
and in the Life Insurance Policy, respectively, and, when the Pledged Securities
(as defined in the Pledge Agreement) and the Life Insurance Policy are delivered
to the Agent, the Pledge Agreement and the Life Insurance Assignment shall
constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the grantors thereunder in such of the Collateral in which a
security interest can be perfected under Article 8 or 9 of the Uniform
Commercial Code and in the Life Insurance Policy, respectively in each case
prior and superior in right to any other Person, other than with respect to
Permitted Liens.

         (b) The Agent, for the ratable benefit of the Secured Parties, will at
all times have the Liens provided for in the Collateral Documents and the
Collateral Documents will at all times constitute a valid and continuing lien of
record and first priority perfected security interest in all the Collateral
referred to therein, except as priority may be affected by Permitted Liens. No
filings or recordings are required in order to perfect the security interests
created under the Collateral Documents, except for filings or recordings listed
on SCHEDULE 5.25. All such listed filings and recordings will have been made on
or prior to the Effective Date.

         5.26 TRANSACTIONS WITH AFFILIATES. Except for agreements and
arrangements among the Borrower and its Wholly Owned Subsidiaries or among
Wholly Owned Subsidiaries of the Borrower, neither the Borrower nor any of its
Subsidiaries is a party to or engaged in any transaction with, and none of the
properties and assets of the Borrower or any of its Subsidiaries is subject to
or bound by any Affiliate of any Credit Party.



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         5.27 INSURANCE. The Credit Parties maintain policies of fire and
casualty, liability, business interruption and other forms of insurance in such
amounts, with such deductibles and against such risks and losses as are in
accordance with normal industry practice for the business and assets of the
Credit Parties. All such policies are in full force and effect, all premiums due
and payable thereon have been paid (other than retroactive or retrospective
premium adjustments that are not yet, but may be, required to be paid with
respect to any prior period under comprehensive general liability and workmen's
compensation insurance policies), and no notice of cancellation or termination
has been received with respect to any such policy which has not been replaced on
substantially similar terms prior to the date of such cancellation. The
activities and operations of the Credit Parties have been conducted in a manner
so as to conform in all material respects to all applicable provisions of such
insurance policies.


                                    SECTION 6
                              AFFIRMATIVE COVENANTS

         The Borrower hereby covenants and agrees that so long as this Amended
Agreement is in effect or any amounts payable hereunder or under any other
Credit Document shall remain outstanding and until all of the Commitments
hereunder shall have terminated and all Letters of Credit shall have expired or
been cancelled:

         6.1 INFORMATION COVENANTS. The Borrower will furnish, or cause to be
furnished, to the Agent and each of the Lenders:

                  (a) ANNUAL FINANCIAL STATEMENTS. As soon as available, and in
         any event within ninety (90) days after the end of each fiscal year of
         the Borrower, an audited consolidated and unaudited consolidating
         balance sheet and income statement of the Borrower and its Consolidated
         Subsidiaries, as of the end of such fiscal year, together with related
         consolidated and consolidating statements of operations and retained
         earnings and of cash flows for such fiscal year, setting forth in
         comparative form consolidated and consolidating figures for the
         preceding fiscal year, all such financial statements to be in
         reasonable form and detail and, with respect to the consolidated
         statements only, audited by independent certified public accountants of
         recognized national standing reasonably acceptable to the Agent and
         accompanied by, with respect to the consolidated statements, an opinion
         of such accountants (which shall not be qualified or limited in any
         material respect), and, with respect to the consolidating statement, a
         certificate of the Chief Financial Officer of the Borrower (as to which
         certificate there shall be no individual, as opposed to corporate,
         liability), to the effect that such financial statements have been
         prepared in accordance with GAAP and fairly present in all material
         respects the consolidated financial position and consolidated results
         of operations and cash flows of the Borrower and its Consolidated
         Subsidiaries in accordance with GAAP consistently applied (except for
         changes with which such accountants concur).

                  (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available, and
         in any event within forty-five (45) days after the end of each of the
         first three fiscal quarters in


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         each fiscal year of the Borrower, an unaudited consolidated and
         consolidating balance sheet of the Borrower and its Consolidated
         Subsidiaries as of the end of such fiscal quarter, together with
         related consolidated and consolidating statements of operations and
         retained earnings and of cash flows for such fiscal quarter and the
         then elapsed portion of the fiscal year, setting forth in comparative
         form consolidated and consolidating figures for the corresponding
         period of the preceding fiscal year, all such financial statements to
         be in reasonable form and detail and reasonably acceptable to the
         Agent, and accompanied by a certificate of the Chief Financial Officer
         of the Borrower (as to which certificate there shall be no individual,
         as opposed to corporate, liability) to the effect that such quarterly
         financial statements have been prepared in accordance with GAAP and
         fairly present in all material respects the consolidated financial
         position and consolidated results of operations and cash flows of the
         Borrower and its Consolidated Subsidiaries in accordance with GAAP
         consistently applied, subject to changes resulting from normal year-end
         audit adjustments.

                  (c) OFFICER'S CERTIFICATE. At the time of delivery of the
         financial statements provided for in Sections 6.1(a) and 6.1(b) above,
         a certificate of the Chief Financial Officer of the Borrower (as to
         which certificate there shall be no individual, as opposed to
         corporate, liability) substantially in the form of EXHIBIT I (i)
         demonstrating compliance with the financial covenants contained in
         Section 7.18 by calculation thereof as of the end of each such fiscal
         period, (ii) stating that no Default or Event of Default exists, or if
         any Default or Event of Default does exist, specifying the nature and
         extent thereof and what action the Borrower proposes to take with
         respect thereto and (iii) stating whether, since the date of the most
         recent financial statements delivered hereunder, there has been any
         material change in the GAAP applied in the preparation of the financial
         statements of the Borrower and its Consolidated Subsidiaries, and, if
         so, describing such change.

                  (d) ANNUAL BUSINESS PLAN, BUDGETS AND PROJECTIONS. At least
         ninety (90) days after the end of each fiscal year of the Borrower,
         beginning with the fiscal year ending December 31, 1997, an annual
         budget of the Borrower and its Consolidated Subsidiaries for the
         current year. As of December 31 of each year, updated projected
         financial statements (including balance sheets, income statements and
         statements of cash flows) for the next three (3) fiscal years.

                  (e) COMPLIANCE WITH CERTAIN PROVISIONS OF THIS AMENDED
         AGREEMENT. Within ninety (90) days after the end of each fiscal year of
         the Borrower, a certificate containing information regarding the amount
         of Net Cash Proceeds from Asset Dispositions (other than Excluded Asset
         Dispositions), Debt Issuances and Equity Issuances that were made
         during the prior fiscal year.

                  (f) ACCOUNTANT'S CERTIFICATE. Within the period for delivery
         of the annual financial statements provided for in Section 6.1(a), a
         certificate of the accountants conducting the annual audit stating that
         they have reviewed this Amended Agreement and stating further whether,
         in the course of their audit, they have become aware of


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         any Default or Event of Default and, if any such Default or Event of
         Default exists, specifying the nature and extent thereof.

                  (g) AUDITOR'S REPORTS. Promptly upon receipt thereof, a copy
         of any other report or "management letter" submitted by independent
         accountants to any Credit Party in connection with any annual, interim
         or special audit of the books of such Credit Party.

                  (h) REPORTS. Promptly upon transmission or receipt thereof,
         (i) copies of all filings and registrations with, and reports to or
         from, the Securities and Exchange Commission, or any successor agency,
         and copies of all financial statements, proxy statements, notices and
         reports as any Credit Party shall send to its shareholders or to a
         holder of any Indebtedness owed by any Credit Party in its capacity as
         such a holder and (ii) upon the request of the Agent or the Required
         Lenders, all reports and written information to and from the United
         States Environmental Protection Agency, or any state or local agency
         responsible for environmental matters, the United States Occupational
         Health and Safety Administration, or any state or local agency
         responsible for health and safety matters, or any successor agencies or
         authorities concerning environmental, health or safety matters.

                  (i) NOTICES. Upon obtaining knowledge thereof, the Borrower
         will give written notice to the Agent immediately of (i) the occurrence
         of any event or condition consisting of a Default or Event of Default,
         specifying the nature and existence thereof and what action the
         Borrower proposes to take with respect thereto, and (ii) the occurrence
         of any of the following with respect to any Credit Party: (A) the
         pendency or commencement of any litigation, arbitral or governmental
         proceeding against such Person which if adversely determined could
         reasonably be expected to have a Material Adverse Effect and (B) the
         institution of any proceedings against such Person with respect to, or
         the receipt of notice by such Person of potential liability or
         responsibility (direct or indirect) for violation, or alleged violation
         of any Federal, state or local law, rule or regulation, including
         Environmental Laws, the violation of which could have a Material
         Adverse Effect.

                  (j) ERISA. The Borrower will give written notice to the Agent
         promptly (and in any event within five (5) Business Days after any
         officer of any Credit Party obtains knowledge thereof) of: (i) any
         event or condition, including any Reportable Event, that constitutes,
         or might reasonably lead to, an ERISA Event; (ii) with respect to any
         Multiemployer Plan, the receipt of notice as prescribed in ERISA or
         otherwise of any withdrawal liability assessed against the Borrower or
         any of its ERISA Affiliates, or of a determination that any
         Multiemployer Plan is in reorganization or insolvent (both within the
         meaning of Title IV of ERISA); (iii) the failure to make full payment
         on or before the due date (including extensions) thereof of all amounts
         which any Credit Party or any ERISA Affiliate is required to contribute
         to each Plan pursuant to its terms and as required to meet the minimum
         funding standard set forth in ERISA and the Code with respect thereto;
         or (iv) any change in the funding status of any Plan that could have a
         Material Adverse Effect, together with a description of any such event
         or condition or a copy of any such notice and a statement by the chief


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         financial officer of the Borrower briefly setting forth the details
         regarding such event, condition or notice and the action, if any, which
         has been or is being taken or is proposed to be taken by the Borrower
         with respect thereto. Promptly upon request, the Credit Parties shall
         furnish the Agent and the Lenders with such additional information
         concerning any Plan as may be reasonably requested, including copies of
         each annual report/return (Form 5500 series), as well as all schedules
         and attachments thereto required to be filed with the Department of
         Labor and/or the Internal Revenue Service pursuant to ERISA and the
         Code, respectively, for each "plan year" (within the meaning of Section
         3(39) of ERISA).

                  (k) OTHER INFORMATION. With reasonable promptness upon request
         therefor, such other information regarding the business, properties or
         financial condition of any Credit Party as the Agent or the Required
         Lenders may reasonably request.

         6.2 PRESERVATION OF EXISTENCE AND FRANCHISES. Except as a result of or
in connection with a dissolution, merger or disposition of a Subsidiary
permitted under Section 7.4 or Section 7.5, each of the Credit Parties will do
all things necessary to preserve and keep in full force and effect its
existence, rights, franchises and authority.

         6.3 BOOKS AND RECORDS. Each of the Credit Parties will keep complete
and accurate books and records of its transactions in accordance with good
accounting practices on the basis of GAAP (including the establishment and
maintenance of appropriate reserves).

         6.4 COMPLIANCE WITH LAW. Each of the Credit Parties will comply with
all Requirements of Law applicable to it and its Property to the extent that
noncompliance with any such Requirement of Law could reasonably be expected to
have a Material Adverse Effect.

         6.5 PAYMENT OF TAXES AND OTHER INDEBTEDNESS. Each of the Credit Parties
will pay and discharge (a) all material taxes, assessments and other
governmental charges or levies imposed upon it, or upon its income or profits,
or upon any of its Properties, before they shall become delinquent, (b) all
material lawful claims (including claims for labor, materials and supplies)
which, if unpaid, might give rise to a Lien upon any of its Properties, and (c)
except as prohibited hereunder, all of its other Indebtedness as it shall become
due; PROVIDED, THAT, no Credit Party shall be required to pay any such tax,
assessment, charge, levy, claim or Indebtedness which is being contested in good
faith by appropriate proceedings diligently pursued and as to which adequate
reserves therefor have been established in accordance with GAAP, unless the
failure to make any such payment (i) could give rise to an immediate right to
foreclose on a Lien securing such amounts or (ii) could reasonably be expected
to have a Material Adverse Effect.

         6.6 INSURANCE; CERTAIN PROCEEDS. (a) Each of the Credit Parties will at
all times maintain in full force and effect insurance (including domestic
worker's compensation insurance, liability insurance, casualty insurance and
business interruption insurance) in such amounts, covering such risks and
liabilities and with such deductibles or self-insurance retentions as are in
accordance with normal industry practice (or as are otherwise required by the
Collateral Documents). The Agent shall be named as loss payee or mortgagee, as
its


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<PAGE>   75



interest may appear, with respect to all such property and casualty policies and
an additional insured with respect to all such other policies (other than
workers' compensation and employee health policies), and each provider of any
such insurance shall agree, by endorsement upon the policy or policies issued by
it or by independent instruments furnished to the Agent, that if the insurance
carrier shall have received written notice from the Agent of the occurrence of
an Event of Default, the insurance carrier shall pay all proceeds otherwise
payable to the Credit Parties under such policies directly to the Agent (which
agreement shall be evidenced by a "standard" or "New York" lender's loss payable
endorsement in the name of the Agent on Accord Form 27) and that it will give
the Agent thirty (30) days' prior written notice before any such policy or
policies shall be altered or canceled, and that no act or default of any Credit
Party or any other Person shall affect the rights of the Agent or the Lenders
under such policy or policies.

         (b) In case of any Casualty or Condemnation with respect to any
Property of any Credit Party or any part thereof, the Borrower shall promptly
give written notice thereof to the Agent generally describing the nature and
extent of such damage, destruction or taking. In such case the Borrower shall,
or shall cause such Credit Party to, promptly repair, restore or replace the
Property of such Credit Party which was subject to such Casualty or Condemnation
at such Credit Party's cost and expense, whether or not Insurance Proceeds or a
Condemnation Award, if any, received on account of such event shall be
sufficient for that purpose; PROVIDED, THAT, such Property need not be repaired,
restored or replaced to the extent the failure to make such repair, restoration
or replacement (i)(A) is desirable to the proper conduct of the business of such
Credit Party in the ordinary course and otherwise in the best interest of such
Credit Party and (B) would not materially impair the rights and benefits of the
Agent or the Secured Parties under the Collateral Documents or any other Credit
Document or (ii) the failure to repair, restore or replace the Property is
attributable to the application of the Insurance Proceeds from such Casualty or
the Condemnation Award from such Condemnation to payment of the Credit
Obligations in accordance with the provisions of Section 3.3(b). In the event a
Credit Party shall receive any Insurance Proceeds or Condemnation Awards, such
Credit Party will immediately pay over such proceeds to the Agent, for payment
on the Credit Obligations in accordance with Section 3.3(b) or, if such funds
constitute Reinvestment Funds, to be held by the Agent. The Agent agrees to
release such Insurance Proceeds or Condemnation Awards to the Borrower as needed
from time to time to pay for the replacement or restoration of the portion of
the Property subject to the Casualty or Condemnation, if, but only if, the
conditions set forth in the definition of "Reinvestment Funds" are satisfied at
the time of such request.

         (c) In connection with the covenants set forth in this Section 6.6, it
is understood and agreed that:

                  (i) none of the Agent, the Lenders or their respective agents
         or employees shall be liable for any loss or damage insured by the
         insurance policies required to be maintained under this Section 6.6, it
         being understood that (A) the Credit Parties shall look solely to their
         insurance companies or any other parties other than the aforesaid
         parties for the recovery of such loss or damage and (B) such insurance
         companies shall have no rights of subrogation against the Agent, the
         Lenders or their agents or employees. If, however, the insurance
         policies do not provide waiver of subrogation


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         rights against such parties, as required above, then each Credit Party
         hereby agrees, to the extent permitted by law, to waive its right of
         recovery, if any, against the Agent, the Lenders and their agents and
         employees;

                  (ii) Upon the occurrence of an Event of Default, the Credit
         Parties will permit an insurance consultant retained by the Agent, at
         the expense of the Borrower, to review from time to time the insurance
         policies maintained by the Credit Parties; and

                  (iii) Upon the occurrence of an Event of Default, the Required
         Lenders shall have the right to require the Credit Parties to keep
         other insurance in such form and amount as the Agent or the Required
         Lenders may reasonably request; PROVIDED, THAT, such insurance shall be
         obtainable on commercially reasonable terms; and PROVIDED FURTHER,
         THAT, the designation of any form, type or amount of insurance coverage
         by the Agent or the Required Lenders under this Section 6.6 shall in no
         event be deemed a representation, warranty or advice by the Agent or
         the Lenders that such insurance is adequate for the purposes of the
         business of the Credit Parties or the protection of their properties.

         6.7 MAINTENANCE OF PROPERTY. Each of the Credit Parties will maintain
and preserve its properties and equipment material to the conduct of its
business in good repair, working order and condition, normal wear and tear and
Casualty and Condemnation excepted, and will make, or cause to be made, as to
such properties and equipment from time to time all repairs, renewals,
replacements, extensions, additions, betterments and improvements thereto as may
be needed or proper, to the extent and in the manner customary for companies in
similar businesses.

         6.8 PERFORMANCE OF OBLIGATIONS. Each of the Credit Parties will perform
in all material respects all of its obligations under the terms of all material
agreements, indentures, mortgages, security agreements or other debt instruments
to which it is a party or by which it is bound.

         6.9 USE OF PROCEEDS. The Borrower will use the proceeds of the Loans
and will use the Letters of Credit solely for the purposes set forth in Section
5.15.

         6.10 AUDITS/INSPECTIONS. Upon reasonable notice and during normal
business hours, the Borrower will, and will cause each of its Subsidiaries to,
permit representatives appointed by the Agent or the Required Lenders, including
independent accountants, agents, employees, attorneys and appraisers, to visit
and inspect its Property, including its books and records, its accounts
receivable and inventory, its facilities and its other business assets, and to
make photocopies or photographs thereof and to write down and record any
information such representatives obtain and shall permit the Agent or such
representatives to investigate and verify the accuracy of information provided
to the Lenders and to discuss all such matters with the officers, employees,
independent accountants, attorneys and representatives of the Credit Parties.
The Borrower agrees that the Agent, and its representatives, may conduct an
annual audit of the Collateral, at the expense of the Borrower upon the
occurrence of an Event of Default. The Borrower will direct all accountants and
auditors


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employed by it at any time during the term of this Amended Agreement to exhibit
and deliver to the Agent and the Lenders, upon request, copies of any of the
financial statements, trial balances or other accounting records of any sort of
the Credit Parties in the accountant's or auditor's possession, and to disclose
to the Agent and the Lenders any information they may have concerning the
financial status and business operation of the Credit Parties. Upon request of
the Agent or the Required Lenders, the Borrower will authorize all Federal,
state and municipal authorities to furnish to the Lenders copies of reports or
examinations relating to the Credit Parties, whether made by any Credit Party or
otherwise.

         6.11 ADDITIONAL CREDIT PARTIES. Contemporaneously with any Person
becoming a direct or indirect Domestic Subsidiary of any Credit Party, the
Borrower shall provide the Agent with written notice thereof and shall (a) cause
such Person to execute a Joinder Agreement in substantially the same form as
EXHIBIT J, and (b) cause 100% of the Capital Stock of such Person to be
delivered to the Agent (together with undated stock powers signed in blank) and
to be subject at all times to a first priority, perfected Lien in favor of the
Agent pursuant to the Collateral Documents, subject only to Permitted Liens, and
(ii) deliver such other documentation as the Agent may reasonably request in
connection with the foregoing, including appropriate UCC-1 financing statements,
certified resolutions and other organizational and authorizing documents of such
Person, favorable opinions of counsel to such Person (which shall cover, among
other things, the legality, validity, binding effect and enforceability of the
documentation referred to above and the perfection of the Agent's liens
thereunder), all in form, content and scope reasonably satisfactory to the
Agent. Contemporaneously with any Person becoming a direct Foreign Subsidiary of
the Borrower or any Domestic Subsidiary of the Borrower, the Borrower or such
Domestic Subsidiary shall provide the Agent with written notice thereof and
shall cause sixty-five percent (65%) of such Person's Capital Stock (for so long
as the pledge of any greater percentage would have adverse tax consequences to
the Credit Parties), to be delivered to the Agent (together with undated stock
powers signed in blank unless such stock powers are deemed unnecessary by the
Agent in its reasonable discretion under the law of the jurisdiction of
incorporation of such Person) and to be subject at all times to a first
priority, perfected Lien in favor of the Agent pursuant to the Collateral
Documents, subject only to Permitted Liens and shall further deliver such other
documentation as the Agent may reasonably request in connection with the
foregoing including appropriate UCC-1 financing statements, certified
resolutions and other organizational and authorizing documents of such Person,
favorable opinions of counsel to such Person which cover, among other things,
the legality, validity, binding effect and enforceability of the documentation
referred to above and the perfection of the Agent's liens thereunder.

         6.12 LIFE INSURANCE. The Borrower will maintain the Life Insurance
Policy at all times during the term of this Amended Agreement and shall cause,
as of the Effective Date, the same to be assigned to the Agent for the benefit
of the Secured Parties in a manner reasonably satisfactory to the Agent
(including, without limitation, the execution and delivery of the Life Insurance
Assignment).




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                                    SECTION 7
                               NEGATIVE COVENANTS

         The Borrower hereby covenants and agrees that, so long as this Amended
Agreement is in effect or any amounts payable hereunder or under any other
Credit Document shall remain outstanding and until all of the Commitments
hereunder shall have terminated and all Letters of Credit shall have expired or
been cancelled:

         7.1 INDEBTEDNESS. None of the Credit Parties will contract, create,
incur, assume or permit to exist any Indebtedness, except:

                  (a) Indebtedness arising under this Amended Agreement and the
         other Credit Documents;

                  (b) Indebtedness of the Borrower and its Subsidiaries in
         existence on the Effective Date to the extent disclosed in SCHEDULE
         7.1(b) (but not including any renewal, refinancing or extension
         thereof);

                  (c) purchase money Indebtedness (including Capital Leases)
         incurred by the Borrower or any of its Subsidiaries after the Closing
         Date to finance the purchase of fixed assets acquired after the Closing
         Date; PROVIDED, THAT (i) the total of all such Indebtedness for the
         Borrower and its Subsidiaries taken together shall not exceed an
         aggregate principal amount of $5,000,000 at any time outstanding; (ii)
         such Indebtedness when incurred shall not exceed the purchase price of
         the asset(s) financed; and (iii) such Indebtedness is issued and any
         Liens securing such Indebtedness are created at the time of, or within
         ninety (90) days after, the acquisition of such assets and such
         Indebtedness is not secured by a Lien on any other assets;

                  (d) obligations of the Borrower or any of its Subsidiaries in
         respect of Lender Hedging Agreements entered into in order to limit
         exposure to floating rate indebtedness or foreign currency fluctuation
         and exchange rate risk of the Borrower or any of its Subsidiaries, and
         not for speculative purposes;

                  (e) intercompany Indebtedness arising out of loans and
         advances permitted under Section 7.6;

                  (f) in addition to the Indebtedness otherwise permitted by
         this Section 7.1,

                           (i) other Indebtedness incurred after the Closing
                  Date by the Borrower or any of its Subsidiaries; PROVIDED,
                  THAT, (A) the loan documentation with respect to such
                  Indebtedness shall not contain covenants or default provisions
                  relating to any Credit Party that are more restrictive than
                  the covenants and default provisions contained in the Credit
                  Documents, (B) no Default or Event of Default shall have
                  occurred and be continuing immediately before or immediately
                  after giving effect to such incurrence and the Borrower shall
                  have delivered to the Agent a Pro Forma Compliance Certificate


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<PAGE>   79



                  demonstrating that, upon giving effect on a Pro Forma Basis to
                  the incurrence of such Indebtedness and to the concurrent
                  retirement of any other Indebtedness of any Credit Party, the
                  Credit Parties shall be in compliance with all of the
                  financial covenants set forth in Section 7.18 and (C) the
                  aggregate principal amount of such Indebtedness PLUS the
                  aggregate principal amount of Indebtedness permitted pursuant
                  to clauses 7.1(b) and 7.1(c) above and 7.1(g) and 7.1(h) below
                  shall not exceed $7,500,000 at any time outstanding; and

                           (ii) Guaranty Obligations of any Credit Party (other
                  than the Borrower) with respect to any Indebtedness of the
                  Borrower permitted under this Section 7.1 (other than this
                  subparagraph (f));

                  (g) Indebtedness arising under an agreement with the State of
         Ohio in connection with the location of the Borrower's offices in a
         total aggregate amount not to exceed $10,000,000; and

                  (h) Indebtedness of Foreign Subsidiaries arising under
         overdraft agreements; PROVIDED, THAT, the total of all such
         Indebtedness shall not exceed an aggregate principal amount of
         $2,500,000.

         7.2 LIENS. None of the Credit Parties will contract, create, incur,
assume or permit to exist any Lien with respect to any of its Property, whether
now owned or hereafter acquired, except for Permitted Liens.

         7.3 NATURE OF BUSINESS. None of the Credit Parties will substantively
alter the character or conduct of the business conducted by such Person as of
the Effective Date or, in the case of any Person acquired in a Permitted
Acquisition, as of the date of such Permitted Acquisition.

         7.4 CONSOLIDATION, MERGER, DISSOLUTION, ETC. Except in connection with
an Asset Disposition permitted by the terms of Section 7.5, none of the Credit
Parties will enter into any transaction of merger or consolidation or liquidate,
wind up or dissolve itself (or suffer any liquidation or dissolution); PROVIDED,
THAT, notwithstanding the foregoing provisions of this Section 7.4:

                  (a) the Borrower may merge or consolidate with any of its
         Wholly Owned Subsidiaries; PROVIDED, THAT (i) the Borrower shall be the
         continuing or surviving corporation in such merger or consolidation,
         (ii) the Credit Parties shall cause to be executed and delivered such
         documents, instruments and certificates as the Agent may request so as
         to cause the Credit Parties to be in compliance with the terms of
         Section 6.11 after giving effect to such transaction and (iii) no
         Default or Event of Default shall have occurred and be continuing
         immediately before or immediately after giving effect to such
         transaction;

                  (b) any Wholly Owned Subsidiary of the Borrower may merge or
         consolidate with any other Wholly Owned Subsidiary of the Borrower;
         PROVIDED, THAT


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         (i) the Credit Parties shall cause to be executed and delivered such
         documents, instruments and certificates as the Agent may request so as
         to cause the Credit Parties to be in compliance with the terms of
         Section 6.11 after giving effect to such transaction, (ii) no Default
         or Event of Default shall have occurred and be continuing immediately
         before or immediately after giving effect to such transaction and (iii)
         no merger or consolidation shall be permitted by this clause (b) if a
         Foreign Subsidiary is the survivor of a merger or consolidation between
         a Domestic Subsidiary and a Foreign Subsidiary;

                  (c) any Subsidiary of the Borrower may merge with any Person
         other than a Credit Party in connection with a Permitted Acquisition if
         (i) such Subsidiary shall be the continuing or surviving corporation in
         such merger or consolidation, (ii) the Credit Parties shall cause to be
         executed and delivered such documents, instruments and certificates as
         the Agent may request so as to cause the Credit Parties to be in
         compliance with the terms of Section 6.11 after giving effect to such
         transaction, (iii) no Default or Event of Default shall have occurred
         and be continuing immediately before or immediately after giving effect
         to such transaction and (iv) the Borrower shall have delivered to the
         Agent a Pro Forma Compliance Certificate demonstrating that, upon
         giving effect on a Pro Forma Basis to such transaction, the Credit
         Parties shall be in compliance with all of the financial covenants set
         forth in Section 7.18 as of the last day of the most recent period of
         four consecutive fiscal quarters of the Borrower which precedes or ends
         on the date of such acquisition and with respect to which the Agent has
         received the Required Financial Information; and

                  (d) any Wholly Owned Subsidiary of the Borrower may dissolve,
         liquidate or wind up its affairs at any time; PROVIDED, THAT (i) the
         Credit Parties shall cause to be executed and delivered such documents,
         instruments and certificates as the Agent may request to cause the
         Credit Parties to be in compliance with the terms of Section 6.11 after
         giving effect to such transaction and (ii) no Default or Event of
         Default shall have occurred and be continuing immediately before or
         after giving effect to such transaction.

         7.5 ASSET DISPOSITIONS. (a) None of the Credit Parties will make any
Asset Disposition; PROVIDED, THAT, the foregoing provisions of this Section 7.5
shall not prohibit the following:

                  (i) any Asset Disposition by any Credit Party to the Borrower
         or any Guarantor if (A) the Credit Parties shall cause to be executed
         and delivered such documents, instruments and certificates as the Agent
         may request so as to cause the Credit Parties to be in compliance with
         the terms of Section 6.11 after giving effect to such Asset Disposition
         and (B) after giving effect such Asset Disposition, no Default or Event
         of Default exists;

                  (ii) the sale of inventory in the ordinary course of business;

                  (iii) the liquidation or sale of Cash Equivalents for the
         account of the Borrower;


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                  (iv) the disposition of damaged, worn out or obsolete tangible
         assets, so long as the fair market value (based on the good faith
         judgment of the Borrower without the requirement of a third party
         appraisal) of all property disposed of pursuant to this clause (iv)
         does not exceed $1,000,000 in the aggregate in any fiscal year of the
         Borrower; and

                  (v) any other Asset Disposition; provided that (A) the
         consideration therewith is cash or Cash Equivalents; (B) if such
         transaction is a Sale and Leaseback Transaction, such transaction is
         permitted by the terms of Section 7.13; (C) if such Asset Disposition
         is a Casualty or Condemnation, the Net Cash Proceeds resulting
         therefrom are applied as required by this Amended Agreement; (D) such
         transaction does not involve the sale or other disposition of an equity
         interest in any Credit Party; (E) the aggregate net book value of all
         of the assets sold or otherwise disposed of by the Credit Parties in
         all such transactions in reliance on this paragraph shall not exceed
         $1,000,000 in any fiscal year of the Borrower during the term of this
         Amended Agreement; and (F) no Default or Event of Default shall have
         occurred and be continuing immediately before or immediately after
         giving effect to such transaction.

         (b) Upon consummation of an Asset Disposition permitted by this Section
7.5, the Agent shall (to the extent applicable) deliver to the Borrower, upon
the Borrower's request and at the Borrower's expense, such documentation as is
reasonably necessary to evidence the release of the Agent's security interest,
if any, in the assets being disposed of, including amendments or terminations of
UCC financing statements, if any, the return of stock certificates, if any, and
the release of such Subsidiary from all of its obligations, if any, under the
Credit Documents.

         7.6 INVESTMENTS; ACQUISITIONS. None of the Credit Parties will make any
Investment in, to or for the benefit of any Person or to purchase, lease or
otherwise acquire (in one transaction or a series of transactions) all or any
substantial part of the assets of any other Person; PROVIDED, THAT, any Credit
Party may purchase inventory in the ordinary course of business and may make
Permitted Investments.

         7.7 RESTRICTED PAYMENTS. None of the Credit Parties will, directly or
indirectly, declare, order, make or set apart any sum for or pay any Restricted
Payment, except (a) dividends payable solely in common stock of such Person, (b)
dividends or other distributions payable to the Borrower or any Wholly Owned
Domestic Subsidiary of the Borrower, and (c) repurchases of common stock of the
Borrower from any employee of the Credit Parties upon the termination of
employment of such employee; PROVIDED, THAT, the aggregate amount paid in all
such repurchases shall not exceed $250,000 in any fiscal year of the Borrower
during the term of this Amended Agreement; PROVIDED, THAT, in each case as set
forth in clauses (a) through (c) above, no Default or Event of Default has
occurred and is continuing at such time or would exist after giving effect to
such payment on a pro forma basis as if it had been made on the first day of the
most recently completed period of four consecutive fiscal quarters of the
Borrower.



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         7.8 PREPAYMENTS OF INDEBTEDNESS, ETC. None of the Credit Parties will
(a) after the issuance thereof, amend, waive or modify (or permit the amendment,
waiver or modification of) any of the terms, agreements, covenants or conditions
of or applicable to any Indebtedness issued by such Credit Party if such
amendment, waiver or modification would add or change any terms, agreements,
covenants or conditions in a manner adverse to any Credit Party, or shorten the
final maturity or average life to maturity or require any payment to be made
sooner than originally scheduled or increase the interest rate applicable
thereto or change any subordination provision thereof, (b) if any Default or
Event of Default has occurred and is continuing or would exist after giving
effect to such payment on a pro forma basis as if it had been made on the first
day of the most recently completed period of four consecutive fiscal quarters of
the Borrower, directly or indirectly redeem, purchase, pay or prepay, retire,
defease or otherwise acquire for value, prior to scheduled maturity, scheduled
repayment or scheduled sinking fund payment, any Indebtedness (other than Credit
Obligations), or set aside any funds for such purpose, whether such redemption,
purchase, prepayment, retirement or acquisition is made at the option of any
Credit Party or at the option of the holder thereof, and whether or not any such
redemption, purchase, prepayment, retirement or acquisition is required under
the terms and conditions applicable thereto or (c) release, cancel, compromise
or forgive in whole or in part the Indebtedness evidenced by the Intercompany
Notes.

         7.9 TRANSACTIONS WITH AFFILIATES. None of the Credit Parties will enter
into or permit to exist any transaction or series of transactions with (a) any
officer, director, shareholder, Subsidiary or Affiliate of any Credit Party or
(b) any Affiliate of any such officer, director, shareholder, Subsidiary or
Affiliate, other than (i) transfers of assets to any Credit Party permitted by
Section 7.5, (ii) transactions expressly permitted by Section 7.1, Section 7.4,
Section 7.5, Section 7.6 or Section 7.7, (iii) normal compensation and
reimbursement of reasonable expenses of officers and directors, and (iv) other
transactions which are entered into in the ordinary course of such Person's
business on terms and conditions as favorable to such Person as would be
obtainable by it in a comparable arms'-length transaction with an independent,
unrelated third party.

         7.10 FISCAL YEAR; ORGANIZATIONAL DOCUMENTS. None of the Credit Parties
will (a) change its fiscal year or (b) amend, modify or change its articles of
incorporation (or corporate charter or other similar organizational document) in
any respect or amend, modify or change its bylaws (or other similar document) in
any manner adverse in any respect to the rights or interests of the Lenders or
(c) enter into any amendment, modification or waiver that is adverse in any
respect to the Lenders to (i) any Material Contract as in effect on the Closing
Date or (ii) the Credit Documents as in effect on the Effective Date. The
Borrower will cause the Credit Parties to promptly provide the Lenders with
copies of all proposed amendments to the foregoing documents and instruments as
in effect as of the Effective Date.

         7.11 LIMITATION ON RESTRICTED ACTIONS. None of the Credit Parties will,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any such Person to
(a) pay dividends or make any other distributions to any Credit Party on its
Capital Stock or with respect to any other interest or participation in, or
measured by, its profits, (b) pay any Indebtedness or other obligation owed to
any Credit Party, (c) make loans or advances to any Credit Party, (d) sell,
lease or


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<PAGE>   83



transfer any of its properties or assets to any Credit Party or (e) act as a
Guarantor and pledge its assets pursuant to the Credit Documents or any
renewals, refinancings, exchanges, refundings or extension thereof, except (in
respect of any of the matters referred to in clauses (a)-(d) above) for such
encumbrances or restrictions existing under or by reason of (i) this Amended
Agreement and the other Credit Documents, (ii) applicable law, (iii) any
document or instrument governing Indebtedness incurred pursuant to Section
7.1(c); PROVIDED, THAT, any such restriction contained therein relates only to
the asset or assets constructed or acquired in connection therewith (and any
renewals, refinancings, exchanges, refundings or extensions thereof, so long as
the terms of such encumbrances or restrictions are no more onerous than those
with respect to such Indebtedness upon the original incurrence thereof) or (iv)
customary non-assignment provisions in any lease governing a leasehold interest.

         7.12 OWNERSHIP OF SUBSIDIARIES: LIMITATIONS ON BORROWER.
Notwithstanding any other provisions of this Amended Agreement to the contrary,
the Borrower will not (i) permit any Person (other than the Borrower or any
Wholly Owned Domestic Subsidiary of the Borrower) to own any Capital Stock of
any Subsidiary of the Borrower, (ii) permit any Subsidiary of the Borrower to
issue Capital Stock to any Person, except (A) the Borrower or any Wholly Owned
Domestic Subsidiary of the Borrower or (B) to qualify directors where required
by applicable law or to satisfy other requirements of applicable law with
respect to the ownership of Capital Stock of Foreign Subsidiaries or (iii) issue
or permit any Subsidiary of the Borrower to issue any shares of Disqualified
Stock or Preferred Stock.

         7.13 SALE LEASEBACKS. None of the Credit Parties will, directly or
indirectly, become or remain liable as lessee or as guarantor or other surety
with respect to any lease, whether an Operating Lease or a Capital Lease, of any
Property (whether real or personal or mixed), whether now owned or hereafter
acquired, (a) which such Credit Party has sold or transferred or is to sell or
transfer to a Person which is not a Credit Party or (b) which such Credit Party
intends to use for substantially the same purpose as any other Property which
has been sold or is to be sold or transferred by such Credit Party to another
Person which is not a Credit Party in connection with such lease.

         7.14     [intentionally omitted]

         7.15 NO FURTHER NEGATIVE PLEDGES. None of the Credit Parties will enter
into, assume or become subject to any agreement prohibiting or otherwise
restricting the creation or assumption of any Lien upon its properties or
assets, whether now owned or hereafter acquired, or requiring the grant of any
security for such obligation if security is given for some other obligation,
except (a) pursuant to this Amended Agreement and the other Credit Documents and
(b) pursuant to any document or instrument governing Indebtedness incurred
pursuant to Section 7.1(c), PROVIDED that any such restriction contained therein
relates only to the asset or assets constructed or acquired in connection
therewith.

         7.16 IMPAIRMENT OF SECURITY INTERESTS. None of the Credit Parties will
take or omit to take any action, which action or omission might or would have
the result of materially impairing the security interests in favor of the Agent
on behalf of the Secured Parties with respect to the Collateral, and none of the
Credit Parties will grant to any Person (other than


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<PAGE>   84



the Secured Parties pursuant to the Collateral Documents) any interest
whatsoever in the Collateral, except for Permitted Liens.

         7.17     SALES OF RECEIVABLES. None of the Credit Parties will sell
with recourse, discount or otherwise sell or dispose of its notes or accounts
receivable.

         7.18     FINANCIAL COVENANTS.

         (a)      FIXED CHARGE COVERAGE RATIO. The Borrower will not permit the
Fixed Charge Coverage Ratio, as of the last day of any fiscal quarter of the
Borrower, to be less than the ratio specified for such fiscal quarter in the
table set forth below:

                                                                 FIXED CHARGE
          FROM                  TO AND INCLUDING                COVERAGE RATIO
          ----                  ----------------                --------------
     December 31, 1997          September 30, 1999              1.50 to 1.00
     October 1, 1999            September 30, 2000              1.75 to 1.00
     October 1, 2000            Maturity Date                   2.00 to 1.00

         (b)     LEVERAGE RATIO. The Borrower will not permit the Leverage
Ratio, as of the last day of any fiscal quarter of the Borrower, to be greater
than 3.00 to 1.00.

         (c)     CONSOLIDATED NET WORTH. The Borrower will not permit the
Consolidated Net Worth as of the last day of any fiscal quarter of the Borrower
after giving pro forma effect to the transaction contemplated hereby, to be less
than the "Minimum Compliance Level". The Minimum Compliance Level shall be, on
the Effective Date, an amount equal to $41,916,472 and shall be increased as of
the last day of each fiscal quarter of the Borrower ending after the Effective
Date, commencing with the fiscal quarter ending December 31, 1997, by an amount
equal to the sum of (i) 50% of Consolidated Net Income (if positive) of the
Borrower for such fiscal quarter, (ii) 100% of the Net Cash Proceeds of any
Equity Issuance by any Credit Party during such fiscal quarter and (iii) 100% of
amount of any net worth increase resulting from any acquisition by any Credit
Party during such fiscal quarter. The foregoing increases in the Minimum
Compliance Level shall be fully cumulative and no reduction in the Minimum
Compliance Level shall be made to reflect negative Net Income for any period.


                                    SECTION 8
                                EVENTS OF DEFAULT

         8.1      EVENTS OF DEFAULT. An Event of Default shall exist upon the
occurrence of any of the following specified events (each an "EVENT OF
DEFAULT"):

                  (a)      PAYMENT.  Any Credit Party shall:

                           (i) default in the payment when due of any principal
                  of any of the Loans or of any reimbursement obligations
                  arising from drawings under Letters of Credit when and as the
                  same shall become due and payable, whether


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<PAGE>   85



                  at the due date thereof or at a date fixed for prepayment
                  thereof or by acceleration thereof or otherwise; or

                           (ii) default, and such default shall continue
                  unremedied for three (3) or more Business Days, in the payment
                  when due of any interest on the Loans or on any reimbursement
                  obligations arising from drawings under Letters of Credit, or
                  of any Fees or other Credit Obligations or other amounts owing
                  hereunder, under any of the other Credit Documents or in
                  connection herewith or therewith;

                  (b) REPRESENTATIONS. Any representation, warranty or statement
         made or deemed to be made by any Credit Party herein, in any of the
         other Credit Documents or in any statement or certificate delivered or
         required to be delivered pursuant hereto or thereto shall prove to have
         been false or misleading in any material respect on the date as of
         which it was made, deemed to have been made or delivered; or

                  (c) COVENANTS. Any Credit Party shall

                           (i) default in the due performance or observance of
                  any term, covenant or agreement contained in Sections 6.1(a),
                  (b), (c), (f) or (j), Sections 6.2, 6.9, 6.11, 6.12 or
                  Sections 7.1 through 7.18, inclusive;

                           (ii) default in the due performance or observance of
                  any term, covenant or agreement contained in Sections 6.1(d),
                  (e), (g), (h), (i) and (k) and such default shall continue
                  unremedied for a period of at least five (5) Business Days
                  after the earlier of a Responsible Officer of a Credit Party
                  becoming aware of such default or notice thereof by the Agent
                  or the Required Lenders; or

                           (iii) default in the due performance or observance by
                  it of any term, covenant or agreement (other than those
                  referred to in subsections (a), (b), (c)(i) or (c)(ii) of this
                  Section 8.1) contained in this Amended Agreement, any of the
                  other Credit Documents or any Lender Hedging Agreements and
                  such default shall continue unremedied for a period of fifteen
                  (15) Business Days after the earlier of a Responsible Officer
                  of a Credit Party becoming aware of such default or notice
                  thereof by the Agent or the Required Lenders;

                  (d) OTHER CREDIT DOCUMENTS. Except as applicable to a
         Subsidiary of the Borrower as a result of or in connection with a
         dissolution, merger or disposition of such Subsidiary permitted under
         this Amended Agreement, any Credit Document shall fail to be in full
         force and effect or to give the Agent or any other Secured Party the
         Liens, rights, powers and privileges purported to be created thereby,
         or any Credit Party or any Person acting by or on behalf of any Credit
         Party shall so state in writing;

                  (e) GUARANTEES. The Guarantee Agreement or any provision
         thereof shall cease to be in full force and effect as to any Guarantor,
         as applicable, and the


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         Borrower or such Guarantor shall fail, within thirty (30) days of
         notice by the Agent or the Required Lenders, to replace such Guarantee
         Agreement or provision thereof with another credit support agreement or
         acceptable substitute collateral reasonably satisfactory to the Agent
         and the Required Lenders, or any Guarantor or any Person acting by or
         on behalf of such Guarantor shall deny or disaffirm such Guarantor's
         obligations under any such guarantee agreement, except as the result of
         a dissolution, merger or disposition of such Guarantor permitted under
         this Amended Agreement, or any Guarantor shall default in the due
         performance or observance of any term, covenant or agreement on its
         part to be performed or observed pursuant to any such guarantee
         agreement;

                  (f) BANKRUPTCY, ETC. Any Bankruptcy Event shall occur with
         respect to any Credit Party;

                  (g)      DEFAULTS UNDER OTHER AGREEMENTS.

                           (i) Any Credit Party shall default in the performance
                  or observance (beyond the applicable grace period with respect
                  thereto, if any) of any material obligation or condition of
                  any contract, lease or other agreement material to the Credit
                  Parties, taken as a whole;

                           (ii) With respect to any Indebtedness (other than
                  Indebtedness outstanding under the Credit Documents) in excess
                  of $500,000 in the aggregate for the Credit Parties taken as a
                  whole, (A) any Credit Party shall default in any payment
                  (beyond the applicable grace period with respect thereto, if
                  any) with respect to any such Indebtedness, (B) any Credit
                  Party shall default in the observance or performance of any
                  other term, covenant, condition or agreement relating to such
                  Indebtedness or contained in any instrument or agreement
                  evidencing or securing such Indebtedness or relating thereto,
                  or any other event or condition shall occur or condition
                  exist, the effect of which default or other event or condition
                  is to cause, or permit the holder or holders of such
                  Indebtedness (or trustee or agent on behalf of such holders)
                  to cause (determined without regard to whether any notice or
                  lapse of time is required), any such Indebtedness (or any
                  portion thereof) to become due prior to its stated maturity,
                  (C) any such Indebtedness (or any portion thereof) shall be
                  declared due and payable, or shall be required to be prepaid
                  (other than by a regularly scheduled required payment) prior
                  to the stated maturity thereof or (D) any Credit Party shall
                  be required by the terms of such Indebtedness to offer to
                  prepay or repurchase such Indebtedness (or any portion
                  thereof) prior to the stated maturity thereof (except as
                  contemplated by Section 6.14);

                  (h) JUDGMENTS. One or more judgments or decrees shall be
         entered against one or more of the Credit Parties involving a liability
         of $500,000 or more in the aggregate (to the extent not paid or fully
         covered by insurance provided by a carrier which has acknowledged
         coverage and has the ability to perform) and any such judgments or
         decrees shall not have been vacated, discharged or stayed or bonded


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         pending appeal within forty-five (45) days from the entry thereof, or
         any action shall be legally taken by a judgment creditor to levy upon
         assets or properties of any Credit Party to enforce any such judgment;

                  (i) ERISA. Any of the following events or conditions, if such
         event or condition, together with all other such events or conditions,
         could have a Material Adverse Effect: (i) any "accumulated funding
         deficiency," as such term is defined in Section 302 of ERISA and
         Section 412 of the Code, whether or not waived, shall exist with
         respect to any Plan, or any lien shall arise on the assets of any
         Credit Party or any ERISA Affiliate in favor of the PBGC or a Plan;
         (ii) an ERISA Event shall occur with respect to a Single Employer Plan,
         which is, in the opinion of the Agent or the Required Lenders, likely
         to result in the termination of such Plan for purposes of Title IV of
         ERISA; (iii) an ERISA Event shall occur with respect to a Multiemployer
         Plan or Multiple Employer Plan, which is, in the opinion of the Agent
         or the Required Lenders, likely to result in (A) the termination of
         such Plan for purposes of Title IV of ERISA or (B) any Credit Party or
         any ERISA Affiliate incurring any liability in connection with a
         withdrawal from, reorganization of (within the meaning of Section 4241
         of ERISA), or insolvency of (within the meaning of Section 4245 of
         ERISA) such Plan; (iv) any prohibited transaction (within the meaning
         of Section 406 of ERISA or Section 4975 of the Code) or breach of
         fiduciary responsibility shall occur which may subject any Credit Party
         or any ERISA Affiliate to any liability under Section 406, 409, 502(i)
         or 502(1) of ERISA or Section 4975 of the Code or under any agreement
         or other instrument pursuant to which any Credit Party or any ERISA
         Affiliate has agreed or is required to indemnify any Person against any
         such liability or (v) any other event or condition out of the ordinary
         course of business shall occur or exist with respect to any Plan;

                  (j) [Intentionally omitted];

                  (k) CHANGE OF CONTROL. There shall occur any Change of
         Control;

                  (l) MATERIAL CONTRACTS. Any Material Contract shall be
         declared by any Governmental Authority to be invalid or unenforceable
         in whole or in part or shall for any other reason not be, or shall be
         reasonably asserted by any Credit Party or any Person acting by or on
         behalf of any Credit Party not to be, in full force and effect and
         enforceable in accordance with its terms and such event or condition,
         together with all other such events or conditions, if any, could
         reasonably be expected to have a Material Adverse Effect; or

                  (m) ENVIRONMENTAL MATTERS. Either (i) any Credit Party shall
         be liable, whether directly, indirectly through required
         indemnification of any Person or otherwise, for the costs of
         investigation and/or remediation of any Materials of Environmental
         Concern originating from or affecting any property or properties,
         whether or not owned, leased or operated by any Credit Party, which
         liability, together with all other such liabilities, could reasonably
         be expected to exceed $500,000 in the aggregate or require payments
         exceeding $500,000 in any fiscal year of the Borrower or (ii) any
         Federal, state, regional, local or other environmental


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         regulatory agency or authority shall commence an investigation or take
         any other action that, individually or in the aggregate, could
         reasonably be expected to have a Material Adverse Effect.

         8.2 ACCELERATION; REMEDIES. Upon the occurrence of an Event of Default,
and at any time thereafter unless and until such Event of Default has been
waived by the requisite Lenders (pursuant to the voting requirements of Section
10.6) or cured to the satisfaction of the requisite Lenders (pursuant to the
voting requirements of Section 10.6), the Agent may, and upon the request and
direction of the Required Lenders shall (subject to Section 9.1), by written
notice to the Borrower, take any or all of the following actions (without
prejudice to the rights of the Agent or any Lender to enforce its claims against
the Credit Parties, except as otherwise expressly provided for in this Amended
Agreement):

                  (a) TERMINATION OF COMMITMENTS. Declare the Commitments
         terminated, whereupon the Commitments shall be immediately terminated.

                  (b) ACCELERATION. Declare the unpaid principal of all Loans,
         any reimbursement obligations arising from drawings under Letters of
         Credit, all accrued interest in respect thereof, all accrued and unpaid
         Fees and other Credit Obligations and any and all other indebtedness or
         obligations of any and every kind owing by any Credit Party to the
         Agent and/or any of the Secured Parties under the Credit Documents to
         be due whereupon the same shall be immediately due and payable without
         presentment, demand, protest or other notice of any kind, all of which
         are hereby waived.

                  (c) CASH COLLATERAL. Direct the Borrower to pay (and the
         Borrower agrees that upon receipt of such notice, or upon the
         occurrence of an Event of Default under Section 8.1(f), it will
         immediately pay) to the Agent additional cash, to be held by the Agent,
         in a cash collateral account pursuant to Section 2.2(l), in an amount
         equal to the LOC Obligations (including the maximum aggregate amount
         which is, or at any time thereafter may become, available to be drawn
         under all Letters of Credit then outstanding) and terminate any Letter
         of Credit which may be terminated in accordance with its terms.

                  (d) ENFORCEMENT OF RIGHTS. Enforce any and all rights and
         interests created and existing under the Credit Documents including all
         rights and remedies existing under the Collateral Documents, all rights
         and remedies against the Guarantors and all rights of set-off.

Notwithstanding the foregoing, if (x) an Event of Default specified in Section
8.1(f) or Section 8.1(k) shall occur, then the Commitments shall automatically
terminate and all Loans, all reimbursement obligations arising from drawings
under Letters of Credit, all accrued interest in respect thereof, all accrued
and unpaid Fees and other Credit Obligations and any and all other indebtedness
or obligations owing to the Agent and/or any of the Secured Parties under the
Credit Documents automatically shall immediately become due and payable without
the giving of any notice or other action by the Agent or the Lenders, and (y)


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upon the request and at the direction of Lenders holding a majority of the
Credit Obligations, the Agent shall take the actions specified in Section 8.2(a)
and/or 8.2(c).

         In case any one or more of the covenants and/or agreements set forth in
this Amended Agreement or any other Credit Document shall have been breached by
any Credit Party, then the Agent may proceed to protect and enforce the Lenders'
rights either by suit in equity and/or by action at law, including an action for
damages as a result of any such breach and/or an action for specific performance
of any such covenant or agreement contained in this Amended Agreement or such
other Credit Document. Without limitation of the foregoing, the Borrower agrees
that failure to comply with any of the covenants contained herein will cause
irreparable harm and that specific performance shall be available in the event
of any breach thereof. The Agent acting pursuant to this paragraph shall be
indemnified by the Borrower against all liability, loss or damage, together with
all reasonable costs and expenses related thereto (including reasonable legal
and accounting fees and expenses but excluding the fees and expenses of internal
legal counsel) in accordance with and subject to the limitations in Section
10.5.


                                    SECTION 9
                                AGENCY PROVISIONS

         9.1 APPOINTMENT, POWERS AND IMMUNITIES. Each Lender hereby irrevocably
appoints and authorizes the Agent to act as its administrative agent under this
Amended Agreement and the other Credit Documents with such powers and discretion
as are specifically delegated to the Agent by the terms of this Amended
Agreement and the other Credit Documents, together with such other powers as are
reasonably incidental thereto. The Agent (which term as used in this sentence
and in Section 9.5 and the first two sentences of Section 9.6 hereof shall
include its Affiliates and its own and its Affiliates' officers, directors,
employees, and agents): (a) shall not have any duties or responsibilities except
those expressly set forth in this Amended Agreement and the other Credit
Documents and shall not be a trustee or fiduciary for any Lender or other
Secured Party; (b) shall not be responsible to the Secured Parties for any
recital, statement, representation or warranty (whether written or oral) made in
or in connection with any Credit Document or any certificate or other document
referred to or provided for in, or received by any of them under, any Credit
Document, or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of any Credit Document, or any other document referred to or
provided for therein or for any failure by any Credit Party or any other Person
to perform any of its obligations thereunder; (c) shall not be responsible for
or have any duty to ascertain, inquire into or verify the performance or
observance of any covenants or agreements by any Credit Party or the
satisfaction of any condition or the use of the proceeds of the Loans or the use
of the Letters of Credit or the existence or possible existence of any Default
or Event of Default or to inspect the property (including the books and records)
of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be
required to initiate or conduct any litigation or collection proceedings under
any Credit Document; and (e) shall not be responsible for any action taken or
omitted to be taken by it under or in connection with any Credit Document,
except for its own gross negligence or willful misconduct. The Agent may employ
agents and attorneys-in-fact and shall not be responsible for the


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negligence or misconduct of any such agents or attorneys-in-fact selected by it
with reasonable care. Without limiting the generality of the foregoing, the
Agent is hereby expressly authorized to execute any and all documents (including
releases) with respect to the Collateral and the rights of the Lenders with
respect thereto, as contemplated by and in accordance with the provisions of
this Amended Agreement and the Collateral Documents. The provisions of this
Section 9 are solely for the benefit of the Agent and the Lenders and none of
the Credit Parties shall have any rights as a third party beneficiary of the
provisions hereof. In performing its functions and duties under this Amended
Agreement and the other Credit Documents, the Agent shall act solely as agent of
the Lenders and does not assume and shall not be deemed to have assumed any
obligation or relationship of agency or trust with or for any Credit Party or
any of their respective Affiliates.

         9.2 RELIANCE BY AGENT. The Agent shall be entitled to rely upon any
certification, notice, instrument, writing or other communication (including any
thereof by telephone or telecopy) believed by it to be genuine and correct and
to have been signed, sent or made by or on behalf of the proper Person or
Persons, and upon advice and statements of legal counsel (including counsel for
any Credit Party), independent accountants and other experts selected by the
Agent. The Agent may deem and treat the payee of any Note as the holder thereof
for all purposes hereof unless and until the Agent receives and accepts an
Assignment and Acceptance executed in accordance with Section 10.3 hereof. As to
any matters not expressly provided for by this Amended Agreement and the other
Credit Documents, the Agent shall not be required to exercise any discretion or
take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the
instructions of the Required Lenders (or to the extent specifically provided in
Section 10.6, all the Lenders), and such instructions shall be binding on all of
the Lenders; PROVIDED, HOWEVER, that the Agent shall not be required to take any
action that exposes the Agent to personal liability or that is contrary to any
Credit Document or applicable law or unless it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking any such action.

         9.3 DEFAULTS. The Agent shall not be deemed to have knowledge or notice
of the occurrence of a Default or Event of Default unless the Agent has received
written notice from a Lender or the Borrower specifying such Default or Event of
Default and stating that such notice is a "Notice of Default". In the event that
the Agent receives such a notice of the occurrence of a Default or Event of
Default, the Agent shall give prompt notice thereof to the Lenders. The Agent
shall (subject to Section 9.2 hereof) take such action with respect to such
Default or Event of Default as shall reasonably be directed by the Required
Lenders, PROVIDED THAT, unless and until the Agent shall have received such
directions, the Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

         9.4 RIGHTS AS LENDER. With respect to its Commitments and the Loans
made by it, NationsBank (and any successor acting as Agent) in its capacity as a
Lender hereunder shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not acting as the Agent, and
the term "Lender" or "Lenders" shall, unless


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the context otherwise indicates, include the Agent in its individual capacity.
NationsBank (and any successor acting as Agent) and its Affiliates may (without
having to account therefor to any Lender) accept deposits from, lend money to,
make investments in, provide services to, and generally engage in any kind of
lending, trust or other business with any Credit Party or any of its
Subsidiaries or Affiliates as if it were not acting as Agent, and NationsBank
(and any successor acting as Agent) and its Affiliates may accept fees and other
consideration from any Credit Party or any of its Subsidiaries or Affiliates for
services in connection with this Amended Agreement or otherwise without having
to account for the same to the Secured Parties.

         9.5 INDEMNIFICATION. The Lenders agree to indemnify the Agent (to the
extent not reimbursed under Section 10.5 hereof, but without limiting the
obligations of the Borrower under Section 10.5) ratably in accordance with their
respective Commitments (or, if the Commitments have expired or been terminated,
in accordance with the respective principal amounts of outstanding Loans and
Participation Interests of the Lenders), for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including attorneys' fees) or disbursements of any kind and nature
whatsoever that may at any time (including at any time following the final
payment of all of the obligations of the Borrower hereunder and under the other
Credit Documents) be imposed on, incurred by or asserted against the Agent
(including by any Lender) in any way relating to or arising out of any Credit
Document or the transactions contemplated thereby or any action taken or omitted
by the Agent under any Credit Document; PROVIDED, THAT, no Lender shall be
liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the Person to be indemnified. Without
limitation of the foregoing, each Lender agrees to reimburse the Agent promptly
upon demand for its ratable share of any costs or expenses payable by the
Borrower under Section 10.5, to the extent that the Agent is not promptly
reimbursed for such costs and expenses by the Borrower. The agreements contained
in this Section 9.5 shall survive payment in full of the Loans, the LOC
Obligations and all other amounts payable under the Credit Documents and the
termination of the Commitments hereunder.

         9.6 NON-RELIANCE ON AGENT AND OTHER LENDERS. Each Lender expressly
acknowledges that the Agent has not made any representations or warranties to it
and that no act by the Agent hereinafter taken, including any review of the
affairs of any Credit Party or any of their respective Affiliates, shall be
deemed to constitute any representation or warranty by the Agent to any Secured
Party. Each Lender agrees that it has, independently and without reliance on the
Agent or any other Lender, and based on such documents and information as it has
deemed appropriate, made its own credit analysis of the Credit Parties and
decision to enter into this Amended Agreement and that it will, independently
and without reliance upon the Agent or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own analysis and decisions in taking or not taking action under the
Credit Documents. Except for notices, reports and other documents and
information expressly required to be furnished to the Lenders by the Agent
hereunder, the Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the affairs, financial
condition or business of any Credit Party or any of their Affiliates that may
come into the possession of the Agent or any of its Affiliates.


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         9.7 RESIGNATION OF AGENT. The Agent may resign at any time by giving
notice thereof to the Lenders and the Borrower. Upon any such resignation, the
Required Lenders shall have the right to appoint a successor Agent. If no
successor Agent shall have been so appointed by the Required Lenders and shall
have accepted such appointment within thirty (30) days after the retiring
Agent's giving of notice of resignation, then the retiring Agent may, on behalf
of the Lenders, appoint a successor Agent which shall be a commercial bank
organized under the laws of the United States of America having combined capital
and surplus of at least $100,000,000. Upon the acceptance of any appointment as
Agent hereunder by a successor, such successor shall thereupon succeed to and
become vested with all the rights, powers, discretion, privileges and duties of
the retiring Agent, and the retiring Agent shall be discharged from its duties
and obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Section 9 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 Agent.


                                   SECTION 10
                                  MISCELLANEOUS

         10.1 NOTICES. Except as otherwise expressly provided herein, all
notices and other communications shall have been duly given and shall be
effective (a) when delivered, (b) when transmitted via telecopy (or other
facsimile device) to the number set forth below, (c) on the Business Day
following the day on which the same has been delivered prepaid to a reputable
national overnight air courier service or (d) on the fifth Business Day
following the day on which the same is sent by certified or registered mail,
postage prepaid, in each case to the respective parties at the address, in the
case of the Borrower and the Agent, set forth below, and, in the case of the
Lenders, set forth on SCHEDULE 2.1(A), or at such other address as such party
may specify by written notice to the other parties hereto:

         if to the Borrower:

                  Kendle International Inc.
                  700 Carew Tower
                  5th & Vine Streets
                  Cincinnati, Ohio  45202
                  Attn:  Mr. Timothy M. Mooney
                  Telephone: (800) 733-1572
                  Telecopy: (513) 381-5870



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         with a copy to:

                  Keating, Muething & Klekamp P.L.L.
                  1800 Provident Tower
                  One East 4th Street
                  Cincinnati, Ohio 45202
                  Attn:  William J. Keating, Jr., Esq.
                  Telephone:  (513) 579-6400
                  Telecopy:  (513) 579-6457

         if to the Agent:

                  NationsBank, N. A.
                  Independence Center, 15th Floor
                  NC1-001-15-04
                  101 North Tryon Street
                  Charlotte, North Carolina 28255
                  Attn:  Agency Services
                  Telephone: (704) 388-3916
                  Telecopy: (704) 386-9923

         with a copy to:

                  NationsBank, N.A.
                  NationsBank Corporate Center, 8th Floor
                  NC1-007-08-13
                  100 North Tryon Street
                  Charlotte, NC 28255
                  Attn:    Mr. Michael A. Crabb, III
                  Telephone: (704) 388-6000
                  Telecopy: (704) 388-6002

         with a copy to:

                  Fennebresque, Clark, Swindell & Hay
                  NationsBank Corporate Center
                  100 North Tryon Street, Suite 2900
                  Charlotte, NC  28255
                  Attn:    Marvin L. Rogers, Esq.
                  Telephone: (704) 347-3800
                  Telecopy: (704) 347-3838

         10.2 RIGHT OF SET-OFF. Upon the occurrence and during the continuance
of an Event of Default, each Lender (and each of its Affiliates) is authorized
at any time and from time to time, to the fullest extent permitted by law,
without presentment, demand, protest or other notice of any kind (all of which
rights being hereby expressly waived), to set-off and to appropriate and apply
any and all deposits (general or special, time or demand, provisional


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or final) and any other indebtedness at any time held or owing by such Lender
(including branches, agencies or Affiliates of such Lender wherever located) to
or for the credit or the account of any Credit Party against obligations and
liabilities of such Person to such Lender (and its Affiliates) hereunder, under
the Notes, under the other Credit Documents or otherwise, irrespective of
whether such Lender (or Affiliate) shall have made any demand hereunder and
although such obligations, liabilities or claims, or any of them, may be
contingent or unmatured. Any such set-off shall be deemed to have been made
immediately upon the occurrence of an Event of Default even though such charge
is made or entered on the books of such Lender subsequent thereto. Each Lender
agrees promptly to notify the Borrower after any such set-off and application
made by such Lender (or any of its Affiliates); PROVIDED, HOWEVER, that the
failure to give such notice shall not affect the validity of such set-off and
application. Any Person purchasing a Participation Interest in the Loans and
Commitments hereunder pursuant to Section 2.2(c), 3.13 or 10.3(d) may exercise
all rights of setoff with respect to its Participation Interest as fully as if
such Person were a Lender hereunder. The rights of each Lender (and its
Affiliates) under this Section 10.2 are in addition to (and not in limitation
of) any other rights and remedies (including other rights of set-off) that such
Lender may have under applicable law or otherwise.

         10.3 BENEFIT OF AGREEMENT. (a) GENERALLY. This Amended Agreement shall
be binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; PROVIDED, that, the Borrower may
not assign or transfer any of its interests and obligations without prior
written consent of all the Lenders (and any such purported assignment or
transfer without such consent shall be void); PROVIDED FURTHER that the rights
of each Lender to transfer, assign or grant participations in its rights and/or
obligations hereunder shall be limited as set forth in this Section 10.3.

         (b) ASSIGNMENTS. Each Lender may assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Amended
Agreement (including all or a portion of its Loans, its Notes and its
Commitments); PROVIDED, HOWEVER, that

                  (i) each such assignment shall be to an Eligible Assignee;

                  (ii) each such assignment shall be in an amount at least equal
         to $5,000,000, except in the case of an assignment to another Lender or
         any Affiliate of a Lender or an assignment of all of a Lender's rights
         and obligations under this Amended Agreement;

                  (iii)each such assignment by a Lender shall be of a constant,
         and not varying, percentage of all of its rights and obligations under
         this Amended Agreement and the other Credit Documents; and

                  (iv) the parties to such assignment shall execute and deliver
         to the Agent for its acceptance an Assignment and Acceptance, together
         with any Notes subject to such assignment and a processing fee of
         $2,500 to be paid by the parties to such assignment.



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<PAGE>   95



Upon the later of (A) the execution, delivery and acceptance of such Assignment
and Acceptance and (B) the effective date specified in such Assignment and
Acceptance, the assignee thereunder shall be a party hereto and, to the extent
of such assignment, have the obligations, rights and benefits of a Lender under
this Amended Agreement and the other Credit Documents and the assigning Lender
shall, to the extent of such assignment, relinquish its rights and be released
from its obligations under this Amended Agreement and the other Credit
Documents. Upon the consummation of any assignment pursuant to this Section
10.3(b), the assignor, the Agent and the Borrower shall make appropriate
arrangements so that, if required, new promissory notes reflecting such
assignment are issued to the assignor and the assignee in the amount of their
respective interests and in substantially the form of the original Notes (but
with notation thereon that such new Notes are given in substitution for and
replacement of the original Notes or any replacements thereof). If the assignee
is not incorporated under the laws of the United States of America or a state
thereof, it shall deliver to the Borrower and the Agent certification as to
exemption from deduction or withholding of Taxes in accordance with Section
3.10.

         (c) REGISTER. The Agent shall maintain at its address referred to in
SCHEDULE 2.1(a) a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitments of, and principal amounts and Interest Periods
of the Loans of each Type owing to, each Lender from time to time (the
"REGISTER"). The entries in the Register shall be conclusive and binding for all
purposes, absent manifest error, and the Borrower, the Agent and the Lenders may
treat each Person whose name is recorded in the Register as a Lender hereunder
for all purposes of this Amended Agreement. The Register shall be available for
inspection by the Borrower or any Lender at any reasonable time and from time to
time upon reasonable prior notice. Upon its receipt of an Assignment and
Acceptance executed by the parties thereto, together with any Notes subject to
such assignment and payment of the processing fee, the Agent shall, if such
Assignment and Acceptance has been completed and is in accordance with the
applicable requirements hereof, (i) accept such Assignment and Acceptance, (ii)
record the information contained therein in the Register and (iii) give prompt
notice thereof to the parties thereto.

         (d) PARTICIPATIONS. Each Lender may sell participations to one or more
Persons in all or a portion of its rights and obligations under this Amended
Agreement (including all or a portion of its Commitments and its Loans);
PROVIDED, HOWEVER, that (i) such Lender's obligations under this Amended
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) the participant shall be entitled to the benefit of the provisions
contained in Sections 3.6, 3.9, 3.10 and 3.11 and the right of set-off contained
in Section 10.2 on the same basis as if it were a Lender, (iv) the Borrower
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Amended Agreement and such
Lender shall retain the sole right to enforce the obligations of the Borrower
relating to its Loans, its Notes and its Commitments (except for the obligations
to such participant referred to in the foregoing clause (iii)) and to approve
any amendment, modification or waiver of any provision of this Amended Agreement
(other than amendments, modifications or waivers decreasing the amount of
principal of or the rate at which interest is payable on such Loans or Notes in
which such participant is participating, extending any scheduled


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<PAGE>   96



principal payment date or scheduled interest payment date in respect of such
Loans or Notes in which such participant is participating, extending such
Commitments in which such participant is participating or, except as expressly
provided in the Credit Documents, releasing all or substantially all the
Collateral from the lien of the Collateral Documents or all or substantially all
the Guarantors from the Guarantee Agreement) (v) subparticipations by any
participant shall be prohibited, and (vi) each such participation shall be in an
amount at least equal to $5,000,000 except in the case of a participation to
another Lender or any Affiliate of a Lender or a participation of all of a
Lender's rights and obligations under this Amended Agreement.

         (e) REGULATORY MATTERS. Notwithstanding any other provision set forth
in this Amended Agreement, any Lender may at any time assign and pledge all or
any portion of its Loans and its Notes to any Federal Reserve Bank as collateral
security pursuant to Regulation A and any Operating Circular issued by such
Federal Reserve Bank. No such assignment shall release the assigning Lender from
its obligations hereunder.

         (f) CONFIDENTIALITY. Any Lender may furnish any information concerning
any Credit Party or any of its Subsidiaries or other Affiliates in the
possession of such Lender from time to time to assignees and participants
(including prospective assignees and participants), subject, however, to the
provisions of Section 10.14 hereof.

         10.4 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part of
the Agent or any other Secured Party in exercising any right, power or privilege
hereunder or under any other Credit Document and no course of dealing between
the Agent or any other Secured Party and any of the Credit Parties shall operate
as a waiver thereof; nor shall any single or partial exercise of any right,
power or privilege hereunder or under any other Credit Document preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege hereunder or thereunder. The rights and remedies of the Agent and the
other Secured Parties hereunder and under the other Credit Documents are
cumulative and not exclusive of any rights or remedies which the Agent or any
other Secured Party would otherwise have at law or otherwise. No notice to or
demand on any Credit Party in any case shall entitle the Borrower or any other
Credit Party to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Agent or the other
Secured Parties to any other or further action in any circumstances without
notice or demand except where notice or demand is required under the Credit
Documents.

         10.5 EXPENSES; INDEMNIFICATION. (a) The Borrower agrees to pay within
five (5) Business Days all reasonable costs and expenses of the Agent actually
incurred in connection with the syndication, preparation, execution, delivery,
administration, modification and amendment of this Amended Agreement, the other
Credit Documents and the other documents to be delivered hereunder, including
the reasonable fees and expenses of counsel for the Agent (but specifically
excluding the cost of internal counsel) with respect thereto and with respect to
advising the Agent as to its rights and responsibilities under the Credit
Documents. The Borrower further agrees to pay within five (5) Business Days
after demand all costs and expenses of the Agent and the Lenders, if any
(including reasonable attorneys' fees and expenses but specifically excluding
the cost of internal counsel) actually incurred in connection with (i) the
enforcement (whether through negotiations, legal proceedings or


                                       91

<PAGE>   97



otherwise) of the Credit Documents and the other documents to be delivered
hereunder and (ii) any claim in respect of any of the Credit Obligations in any
bankruptcy or insolvency proceeding relating to any Credit Party.

         (b) The Borrower agrees to indemnify and hold harmless the Agent and
each Lender and each of their Affiliates and their respective officers,
directors, employees, agents and advisors (each, an "INDEMNIFIED PARTY") from
and against any and all claims, damages, losses, liabilities, reasonable costs
and expenses (including reasonable attorneys' fees) that may be incurred by or
asserted or awarded against any Indemnified Party, in each case arising out of
or in connection with or by reason of (including in connection with any
investigation, litigation or proceeding or preparation of defense in connection
therewith but specifically excluding the cost of internal counsel) (i) the
Credit Documents, any of the transactions contemplated herein or the actual or
proposed use of the proceeds of the Loans or of the Letters of Credit but
specifically excluding, except as otherwise expressly provided herein, any fees
or expenses by Lender in the participation of any of the Loans or (ii) the
presence or Release of any Materials of Environmental Concern at, under or from
any Property owned, operated or leased by any Credit Party, or the failure by
any Credit Party to comply with any Environmental Law, except to the extent such
claim, damage, loss, liability, cost or expense results from or is attributable
to such Indemnified Party's gross negligence or willful misconduct. In the case
of an investigation, litigation or other proceeding to which the indemnity in
this Section 10.5(b) applies, such indemnity shall be effective whether or not
such investigation, litigation or proceeding is brought by any Credit Party, its
directors, shareholders or creditors or an Indemnified Party or any other Person
or any Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated. The Borrower agrees not to
assert any claim against the Agent, any Lender, any other Secured Party, any of
their Affiliates or any of their respective directors, officers, employees,
attorneys, agents and advisers, on any theory of liability, for special,
indirect, consequential or punitive damages arising out of or otherwise relating
to the Credit Documents, any of the transactions contemplated herein or the
actual or proposed use of the proceeds of the Loans or of the Letters of Credit.

         (c) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 10.5 shall survive the payment in full of the Loans and all other
amounts payable under this Amended Agreement.

         10.6 AMENDMENTS, WAIVERS AND CONSENTS. Neither this Amended Agreement
nor any other Credit Document nor any of the terms hereof or thereof may be
amended, modified or waived, unless such amendment, modification or waiver is in
writing entered into by, or approved in writing by, the Required Lenders and the
Borrower, PROVIDED, THAT, no such amendment, modification or waiver shall:

         (a) extend the final maturity of any Loan or the time of payment of any
reimbursement obligation (or any portion thereof) arising from a drawing under a
Letter of Credit, without the prior written consent of each Lender holding a
Participation Interest in any such Letter of Credit;



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<PAGE>   98



         (b) reduce the rate of interest applicable to any Credit Obligation
(other than as a result of waiving the applicability of any post-default
increase in interest rates), extend the time of payment of any interest thereon
(other than as a result of waiving any mandatory prepayment), reduce any Fees
payable hereunder or extend the time of payment of any Fees hereunder, without
the prior written consent of each Lender to whom such interest, Credit
Obligation or Fee is owed;

         (c) reduce or waive the principal amount of any Loan or of any
reimbursement obligation (or any portion thereof) arising from a drawing under a
Letter of Credit, without the prior written consent of each Lender holding such
Loan or a Participation interest in such Letter of Credit;

         (d) increase the Commitment of a Lender over the amount thereof in
effect or extend the date fixed for the termination of the Commitment of a
Lender (it being understood and agreed that a waiver of any Default or Event of
Default of any mandatory reduction in the Commitments shall not constitute an
increase in the terms of any Commitment of any Lender), without the prior
written consent of such Lender,

         (e) release all or substantially all of the Collateral from the Lien of
the Collateral Documents (except as expressly provided in the Credit Documents),
without the prior written consent of each Lender;

         (f) release the Borrower or, except as expressly provided in the Credit
Documents, all or substantially all of the Guarantors from its or their
obligations under the Credit Documents, without the prior written consent of
each Lender;

         (g) amend, modify or waive any provision of this Section 10.6 or
Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 8.1(a), 10.2, 10.3, 10.5 or
10.9, without the prior written consent of each Lender;

         (h) reduce any percentage specified in, or otherwise modify, the
definition of Required Lenders, or otherwise change the percentage of the
Commitments, the percentage of the aggregate unpaid principal amount of the
Notes or the number of Lenders which shall be required for the Lenders or any of
them to take action under any provision of this Amended Agreement or any other
Credit Document, without the prior written consent of each Lender;

         (i) consent to the assignment or transfer by the Borrower or any
Guarantor of any of its rights and obligations under or in respect of the Credit
Documents (except as expressly provided in the Credit Documents), without the
prior written consent of each Lender;

         (j) increase the total Commitments or otherwise increase the aggregate
principal amount of obligations which are secured by the Collateral, without the
prior written consent of each Lender;



                                       93

<PAGE>   99



         (k) effect any waiver, amendment or modification of Section 7.8(a) with
respect to the subordination provisions of any Indebtedness, without the prior
written consent of each Lender;

         (l) amend any provision of Section 9 or otherwise affect any rights or
duties of the Agent, without the prior written consent of the Agent; or

         (m) amend any provision of Section 2.2 or otherwise affect any rights
or duties of the Issuing Lender, without the prior written consent of the
Issuing Lender.

Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (x) each Lender is entitled to vote as
such Lender sees fit on any bankruptcy reorganization plan that affects the
Loans, and each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code supersedes the unanimous consent provisions set forth herein
and (y) the Required Lenders may consent to allow a Credit Party to use cash
collateral in the context of a bankruptcy or insolvency proceeding. The various
requirements of this Section 10.6 are cumulative. Each Lender and each holder of
a Note shall be bound by any waiver, amendment or modification authorized by
this Section 10.6 regardless of whether its Note shall have been marked to make
reference thereto, and any consent by any Lender or holder of a Note pursuant to
this Section 10.6 shall bind any Person subsequently acquiring a Note from it,
whether or not such Note shall have been so marked.

         10.7 COUNTERPARTS. This Amended Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It
shall not be necessary in making proof of this Amended Agreement to produce or
account for more than one such counterpart for each of the parties hereto.
Delivery by facsimile by any of the parties hereto of an executed counterpart of
this Amended Agreement shall be as effective as an original executed counterpart
hereof and shall be deemed a representation that an original executed
counterpart hereof will be delivered, but the failure to deliver a manually
executed counterpart shall not affect the validity, enforceability or binding
effect of this Amended Agreement.

         10.8 HEADINGS. The headings of the sections and subsections hereof are
provided for convenience only and shall not in any way affect the meaning or
construction of any provision of this Amended Agreement.

         10.9 SURVIVAL. All indemnities set forth herein, including in Sections
2.2(i), 3.6, 3.10, 3.11, 9.5 and 10.5 and the undertakings set forth in Section
10.14, shall survive the execution and delivery of this Amended Agreement, the
making of the Loans, the issuance of the Letters of Credit, the repayment of the
Loans, LOC Obligations and other obligations under the Credit Documents and the
termination of the Commitments hereunder, and all representations and warranties
made by the Borrower and by the Lenders in Section 10.15 herein shall survive
delivery of the Notes, the making of the Loans hereunder and the issuance of the
Letters of Credit hereunder.



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<PAGE>   100



         10.10 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE. (a) This
AMENDED AGREEMENT AND THE OTHER CREDIT DOCUMENTS (OTHER THAN LETTERS OF CREDIT
AND OTHER THAN AS EXPRESSLY SET FORTH IN SUCH OTHER CREDIT DOCUMENTS) AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED
BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NORTH CAROLINA. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF
COMMERCE, PUBLICATION NO. 500 AND, AS TO MATTERS NOT GOVERNED BY SUCH UNIFORM
CUSTOMS, THE LAWS OF THE STATE OF NORTH CAROLINA. Any legal action or proceeding
with respect to this Amended Agreement or any other Credit Document may be
brought in the courts of the State of North Carolina in Mecklenburg County, or
of the United States for the Western District of North Carolina, and, by
execution and delivery of this Amended Agreement, the Borrower hereby
irrevocably accepts for itself and in respect of its property, generally and
unconditionally, the nonexclusive jurisdiction of such courts. The Borrower
further irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to it at the address
set forth for notices pursuant to Section 10.1, such service to become effective
five (5) days after such mailing. Nothing herein shall affect the right of the
Agent or any Lender to serve process in any other manner permitted by law or to
commence legal proceedings or to otherwise proceed against any Credit Party in
any other jurisdiction.

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

         (c) TO THE EXTENT PERMITTED BY LAW, EACH OF THE AGENT, THE LENDERS AND
THE BORROWER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDED AGREEMENT,
ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

         10.11 SEVERABILITY. If any provision of any of the Credit Documents is
judicially determined to be illegal, invalid or unenforceable, such provision
shall be fully severable and the remaining provisions shall remain in full force
and effect and shall be construed without giving effect to the illegal, invalid
or unenforceable provisions. In such event, the parties hereto shall endeavor in
good-faith negotiations to replace any such invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.



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<PAGE>   101



         10.12 ENTIRETY. This Amended Agreement, the other Credit Documents and
the Lender Hedging Agreements, if any, represent the entire agreement of the
parties hereto and thereto regarding the subject matter hereof and thereof and
supersede all prior agreements and understandings, oral or written, if any
(including any commitment letters or correspondence) relating to such subject
matters. Nothing in this Amended Agreement or any other Credit Document,
expressed or implied, is intended to confer upon any party (other than the
parties hereto and thereto and the other Secured Parties) any rights, remedies,
obligations or liabilities under or by reason of this Amended Agreement and the
other Credit Documents.

         10.13 BINDING EFFECT; TERMINATION. (a) This Amended Agreement shall
become effective at such time on or after the Effective Date when it shall have
been executed by the Borrower and the Agent, and the Agent shall have received
copies hereof (telefaxed or otherwise) which, when taken together, bear the
signatures of each Lender, and thereafter this Amended Agreement shall be
binding upon and inure to the benefit of the Borrower, the Agent and each Lender
and their respective permitted successors and assigns.

         (b) The term of this Amended Agreement shall be until no Loans, LOC
Obligations or any other amounts payable hereunder or under any of the other
Credit Documents shall remain outstanding, no Letters of Credit shall be
outstanding, all of the Credit Obligations have been irrevocably satisfied in
full and all of the Commitments hereunder shall have expired or been terminated.

         10.14 CONFIDENTIALITY. Each of the Agent and the Lenders (each, a
"LENDING PARTY") agrees, during the term of this Amended Agreement and at all
times thereafter, to keep confidential any information furnished or made
available to it by any Credit Party pursuant to this Amended Agreement that is
marked confidential or that is disclosed pursuant to written instructions from
the Credit Party that the confidentiality of such information must be maintained
by the Lending Parties; PROVIDED that nothing herein shall prevent any Lending
Party from disclosing such information (a) to any other Lending Party or any
Affiliate of any Lending Party, or any officer, director, employee, agent or
advisor of any Lending Party or Affiliate of any Lending Party, (b) as required
by any law, rule or regulation, (c) upon the order of any court or
administrative agency, (d) upon the request or demand of any regulatory agency
or authority, (e) that is or becomes available to the public or that is or
becomes available to any Lending Party other than as a result of a disclosure by
any Lending Party prohibited by this Amended Agreement, (f) in connection with
any litigation to which such Lending Party or any of its Affiliates may be a
party, (g) to the extent necessary in connection with the exercise of any remedy
under this Amended Agreement or any other Credit Document, (h) subject to
provisions substantially similar to those contained in this Section 10.14, to
any actual or proposed participant or assignee and (i) to the extent that the
Borrower shall have consented in writing to such disclosure. Nothing set forth
in this Section 10.14 shall obligate the Agent or any Lender to return any
materials furnished by the Credit Parties.

         10.15 SOURCE OF FUNDS. Each of the Lenders hereby represents and
warrants to the Borrower that at least one of the following statements is an
accurate representation as to the source of funds to be used by such Lender in
connection with the financing hereunder:


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<PAGE>   102




                  (a) no part of such funds constitutes assets allocated to any
         separate account maintained by such Lender in which any employee
         benefit plan (or its related trust) has any interest;

                  (b) to the extent that any part of such funds constitutes
         assets allocated to any separate account maintained by such Lender,
         such Lender has disclosed to the Borrower the name of each employee
         benefit plan whose assets in such account exceed 10% of the total
         assets of such account as of the date of such purchase (and, for
         purposes of this subsection (b), all employee benefit plans maintained
         by the same employer or employee organization are deemed to be a single
         plan);

                  (c) to the extent that any part of such funds constitutes
         assets of an insurance company's general account, such insurance
         company has complied with all of the requirements of the regulations
         issued under Section 401(c)(1)(A) of ERISA; or

                  (d) such funds constitute assets of one or more specific
         benefit plans which such Lender has identified in writing to the
         Borrower.

As used in this Section 10.15, the terms "employee benefit plan" and "separate
account" shall have the respective meanings assigned to such terms in Section 3
of ERISA.

         10.16 CONFLICT. To the extent that there is a conflict or inconsistency
between any provision hereof, on the one hand, and any provision of any other
Credit Document, on the other hand, this Amended Agreement shall control.




                           [Signature Page to Follow]


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<PAGE>   103


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

BORROWER:                      KENDLE INTERNATIONAL INC.
                               an Ohio corporation


                               By: /s/ Timothy M. Mooney
                                  -----------------------------------
                               Name: Timothy M. Mooney
                                    ---------------------------------
                               Title: V.P. -- C.F.O.
                                     --------------------------------



LENDERS:                       NATIONSBANK, N.A.,
                               individually in its capacity as a
                               Lender and in its capacity as Agent and
                               Issuing Lender


                               By:
                                  -----------------------------------
                               Name:
                                    ---------------------------------
                               Title:
                                     --------------------------------
                               Applicable Lending Office:


                               BANK ONE, N.A., as a Lender


                               By:
                                  -----------------------------------
                               Name:
                                    ---------------------------------
                               Title:
                                     --------------------------------
                               Applicable Lending Office:


                               FIFTH THIRD BANK, as a Lender


                               By:
                                  -----------------------------------
                               Name:
                                    ---------------------------------
                               Title:
                                     --------------------------------
                               Applicable Lending Office:




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<PAGE>   104


                                Schedule 2.1 (a)
                                  Commitments
                                  -----------


                                                            Revolving
                                                            Commitment
Lender                   Revolving Commitment               Percentage
------                   --------------------               ----------

NationsBank, N.A.           $14,000,000.00                  46.666666666666667%

Bank One, N.A.               $8,000,000.00                  26.666666666666667%

Fifth Third Bank             $8,000,000.00                  26.666666666666667%