<PAGE>   1
                                                                     EXHIBIT 4.3


                                  $800,000,000


                                CREDIT AGREEMENT



                                      among

                        SYBRON INTERNATIONAL CORPORATION,


                               The Several Lenders
                        from Time to Time Parties Hereto

                                  BANK ONE, NA,
                             as Documentation Agent,

                             BANK OF AMERICA, N.A.,
                              as Syndication Agent,



                                       and



                            THE CHASE MANHATTAN BANK
                             as Administrative Agent





                          Dated as of December 1, 2000





                             CHASE SECURITIES INC.,
                        as Lead Arranger and Book Manager

<PAGE>   2




                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                                 Page
                                                                                                                 ----


<S>                                                                                                            <C>
 SECTION 1.         DEFINITIONS...................................................................................1

           1.1.   Defined Terms...................................................................................1
           1.2.   Other Definitional Provisions..................................................................19

 SECTION 2.         AMOUNT AND TERMS OF LOANS....................................................................19

           2.1.   Revolving Credit Commitments...................................................................19
           2.2.   Procedure for Revolving Credit Borrowing.......................................................20
           2.3.   Multicurrency Subfacility......................................................................20
           2.4.   CAF Advances...................................................................................20
           2.5.   Procedure for CAF Advance Borrowing............................................................21
           2.6.   CAF Advance Payments...........................................................................24
           2.7.   Certain Restrictions...........................................................................24
           2.8.   Facility Fees..................................................................................24
           2.9.   Utilization Fees...............................................................................25
           2.10.  Optional Termination or Reduction of Revolving Credit Commitments..............................25
           2.11.  Term Commitments...............................................................................26
           2.12.  Procedure for Term Loan Borrowing..............................................................26
           2.13.  Repayment of Term Loans........................................................................26
           2.14.  Optional Prepayments...........................................................................26
           2.15.  Mandatory Prepayments and Commitment Reductions................................................27
           2.16.  Swing Line Commitments.........................................................................27
           2.17.  Conversion and Continuation Options............................................................29
           2.18.  Maximum Number of Tranches.....................................................................29
           2.19.  Interest Rates and Payment Dates...............................................................29
           2.20.  Computation of Interest and Fees...............................................................31
           2.21.  Inability to Determine Interest Rate...........................................................32
           2.22.  Pro Rata Treatment and Payments................................................................32
           2.23.  Illegality.....................................................................................33
           2.24.  Requirements of Law............................................................................33
           2.25.  Taxes..........................................................................................34
           2.26.  Indemnity......................................................................................36
           2.27.  Replacement of Lenders.........................................................................36

 SECTION 3.         LETTERS OF CREDIT............................................................................37

           3.1.   L/C Commitment.................................................................................37
           3.2.   Procedure for Issuance of Letters of Credit....................................................37
           3.3.   Fees, Commissions and Other Charges............................................................38
           3.4.   L/C Participations.............................................................................38
           3.5.   Reimbursement Obligation of the Borrower.......................................................39
</TABLE>




                                       i

<PAGE>   3

<TABLE>
<S>                                                                                                             <C>
           3.6.   Obligations Absolute...........................................................................40
           3.7.   Letter of Credit Payments......................................................................40
           3.8.   Application....................................................................................40
           3.9.   Currency Adjustments...........................................................................40

 SECTION 4.         REPRESENTATIONS AND WARRANTIES...............................................................41

           4.1.   Financial Condition............................................................................41
           4.2.   No Change......................................................................................43
           4.3.   Corporate Existence; Compliance with Law.......................................................43
           4.4.   Corporate Power; Authorization; Enforceable Obligations........................................43
           4.5.   No Legal Bar...................................................................................43
           4.6.   No Material Litigation.........................................................................44
           4.7.   No Default.....................................................................................44
           4.8.   Ownership of Property; Liens...................................................................44
           4.9.   Intellectual Property..........................................................................44
           4.10.  No Burdensome Restrictions.....................................................................44
           4.11.  Taxes..........................................................................................44
           4.12.  Federal Regulations............................................................................45
           4.13.  ERISA..........................................................................................45
           4.14.  Investment Company Act; Other Regulations......................................................45
           4.15.  Subsidiaries...................................................................................46
           4.16.  Purpose of Loans...............................................................................46
           4.17.  Environmental Matters..........................................................................46
           4.18.  Solvency.......................................................................................47
           4.19.  Corporate Structure............................................................................47
           4.20.  Accuracy and Completeness of Information.......................................................47
           4.21.  Labor Matters..................................................................................48
           4.22.  Subsidiary Guarantors..........................................................................48

 SECTION 5.         CONDITIONS PRECEDENT.........................................................................48

           5.1.   Conditions Precedent to Effectiveness..........................................................48
           5.2.   Conditions to Initial Extension of Credit......................................................49
           5.3.   Conditions to Each Extension of Credit.........................................................50

 SECTION 6.         AFFIRMATIVE COVENANTS........................................................................50

           6.1.   Financial Statements...........................................................................50
           6.2.   Certificates; Other Information................................................................51
           6.3.   Payment of Obligations.........................................................................52
           6.4.   Conduct of Business and Maintenance of Existence...............................................52
           6.5.   Maintenance of Property; Insurance.............................................................52
           6.6.   Inspection of Property; Books and Records; Discussions.........................................52
           6.7.   Notices........................................................................................52
           6.8.   Environmental Laws.............................................................................53
           6.9.   Subsidiaries Guarantee Delivered by New Subsidiaries...........................................53
</TABLE>


                                       ii


<PAGE>   4

<TABLE>
<S>                                                                                                             <C>
 SECTION 7.         NEGATIVE COVENANTS...........................................................................54

           7.1.    Financial Condition Covenants.................................................................54
           7.2.    Limitation on Indebtedness....................................................................54
           7.3.    Limitation on Liens...........................................................................55
           7.4.    Limitations on Fundamental Changes; Asset Sales...............................................56
           7.5.    Limitation on Dividends.......................................................................56
           7.6.    Modification of Capitalization Documents......................................................56
           7.7.    Limitation on Investments, Loans and Advances.................................................57
           7.8.    Limitation on Transactions with Affiliates....................................................57
           7.9.    Limitation on Changes in Fiscal Year..........................................................58
           7.10.   Limitation on Lines of Business...............................................................58
           7.11.   Restrictions Affecting Subsidiaries...........................................................58
           7.12.   Limitation on Negative Pledge Clauses.................. ......................................58

 SECTION 8.         EVENTS OF DEFAULT............................................................................58


 SECTION 9.         [Intentionally Omitted]......................................................................61


 SECTION 10.        THE ADMINISTRATIVE AGENT; THE ARRANGER.......................................................61

           10.1.   Appointment...................................................................................61
           10.2.   Delegation of Duties..........................................................................62
           10.3.   Exculpatory Provisions........................................................................62
           10.4.   Reliance by Administrative Agent..............................................................62
           10.5.   Notice of Default.............................................................................62
           10.6.   Non-Reliance on Administrative Agent and Other Lenders........................................63
           10.7.   Indemnification...............................................................................63
           10.8.   Administrative Agent in Its Individual Capacity...............................................64
           10.9.   Successor Administrative Agent................................................................64
           10.10.  The Arranger, Documentation Agent and Syndication Agent.......................................64

 SECTION 11.        MISCELLANEOUS................................................................................64

           11.1.   Amendments and Waivers........................................................................64
           11.2.   Notices.......................................................................................65
           11.3.   No Waiver; Cumulative Remedies................................................................66
           11.4.   Survival of Representations and Warranties....................................................66
           11.5.   Payment of Expenses and Taxes.................................................................66
           11.6.   Successors and Assigns; Participations and Assignments........................................67
           11.7.   Adjustments; Set-off..........................................................................70
           11.8.   Counterparts..................................................................................71
           11.9.   Severability..................................................................................71
           11.10.  Integration...................................................................................71
           11.11.  GOVERNING LAW.................................................................................71
           11.12.  Submission To Jurisdiction; Waivers...........................................................71
           11.13.  Acknowledgements..............................................................................72
</TABLE>


                                      iii


<PAGE>   5


<TABLE>
<S>                                                                                                             <C>
           11.14.   WAIVERS OF JURY TRIAL........................................................................72
           11.15.   Confidentiality..............................................................................72
</TABLE>


                                       iv

<PAGE>   6








SCHEDULES

SCHEDULE I           Commitments
SCHEDULE II          Sale Leaseback Agreements
SCHEDULE III         Subsidiary Guarantors
SCHEDULE V           Existing Letters of Credit
SCHEDULE 4.6         Existing Litigation
SCHEDULE 4.10        Certain Requirements of Law and Contractual Obligations
SCHEDULE 4.15(a)     Subsidiaries
SCHEDULE 4.15(b)     Organizational Structure
SCHEDULE 4.19        Certain Subsidiaries Not Owned Directly or Indirectly by
                     the Borrower



EXHIBITS

EXHIBIT A            Form of Closing Certificate
EXHIBIT B-1          Form of Opinion of Quarles & Brady
EXHIBIT B-2          Form of Opinion of R. Jeffrey Harris, General Counsel of
                     the Borrower
EXHIBIT C            Form of Assignment and Acceptance
EXHIBIT D            Form of CAF Advance Confirmation
EXHIBIT E            Form of CAF Advance Offer
EXHIBIT F            Form of CAF Advance Request
EXHIBIT G            Form of Exemption Certificate
EXHIBIT H            Form of Subsidiaries Guarantee





<PAGE>   7



                  CREDIT AGREEMENT, dated as of December 1, 2000 (as the same
may be amended, supplemented or modified from time to time, this "Agreement"),
among Sybron International Corporation, a Wisconsin corporation, to be renamed
Apogent Technologies Inc. (the "Borrower"), the several banks and other
financial institutions from time to time parties to this Agreement (the
"Lenders"), Chase Securities Inc., as Lead Arranger and Book Manager (in such
capacity, the "Arranger"), Banc One, NA, as Documentation Agent (in such
capacity, the "Documentation Agent"), Bank of America, N.A., as Syndication
Agent (in such capacity, the "Syndication Agent"), and The Chase Manhattan Bank
(and its successors and assigns), a New York banking corporation, as
administrative agent for the Lenders hereunder (in such capacity, the
"Administrative Agent").

                                   WITNESSETH:


                  WHEREAS, the Borrower intends to spin-off (the "Spin-Off")
Sybron Dental Specialties, Inc., a Delaware corporation ("SDS"), or its direct
parent formed for such purpose;

                  WHEREAS, prior to or in connection with the Spin-Off, the
Borrower will effect an internal restructuring (the "Restructuring"), such that
following the Restructuring the Subsidiaries of the Borrower not intended to be
spun-off will be owned, directly or indirectly, by either the Borrower or its
wholly-owned subsidiary, Sybron Laboratory Products Corporation, a Delaware
corporation;

                  WHEREAS, prior to or in connection with the Spin-Off, the
Borrower will terminate (and the obligations will be repaid thereunder) its
existing Third Amended and Restated Credit Agreement dated as of July 20, 1999
(the "Existing Credit Agreement"), among the borrowers party thereto, The Chase
Manhattan Bank, as administrative agent, and the other parties thereto;

                  WHEREAS, the Borrower will use the credit facility made
available hereby to (a) to finance the Transaction (as defined below) and pay
related fees and expenses, and (b) for general corporate purposes, including
acquisitions and commercial paper back-up of the Borrower; and

                  WHEREAS, the Lenders are willing to extend credit to the
Borrower on the terms and conditions set forth herein;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

                  1.1. Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:

                  "ABR": for any day, a rate per annum (rounded upwards, if
         necessary, to the next 1/16 of 1%) equal to the greatest of (a) the
         Prime Rate in effect on such day, (b) the Base CD Rate in effect on
         such day plus 1% and (c) the Federal Funds Effective Rate in effect




<PAGE>   8

         on such day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall
         mean the rate of interest per annum publicly announced from time to
         time by Chase (as defined below) as its prime rate in effect at its
         principal office in New York City (the Prime Rate not being intended to
         be the lowest rate of interest charged by Chase in connection with
         extensions of credit to debtors); "Base CD Rate" shall mean the sum of
         (a) the product of (i) the Three-Month Secondary CD Rate and (ii) a
         fraction, the numerator of which is one and the denominator of which is
         one minus the C/D Reserve Percentage and (b) the C/D Assessment Rate;
         "Three-Month Secondary CD Rate" shall mean, for any day, the secondary
         market rate for three-month certificates of deposit reported as being
         in effect on such day (or, if such day shall not be a Business Day, the
         next preceding Business Day) by the Board of Governors of the Federal
         Reserve System (or any successor) (the "Board") through the public
         information telephone line of the Federal Reserve Bank of New York
         (which rate will, under the current practices of the Board, be
         published in Federal Reserve Statistical Release H.15(519) during the
         week following such day), or, if such rate shall not be so reported on
         such day or such next preceding Business Day, the average of the
         secondary market quotations for three-month certificates of deposit of
         major money center banks in New York City received at approximately
         10:00 A.M., New York City time, on such day (or, if such day shall not
         be a Business Day, on the next preceding Business Day) by Chase from
         three New York City negotiable certificate of deposit dealers of
         recognized standing selected by it; and "Federal Funds Effective Rate"
         shall mean, for any day, the weighted average of the rates on overnight
         federal funds transactions with members of the Federal Reserve System
         arranged by federal funds brokers, as published on the next succeeding
         Business Day by the Federal Reserve Bank of New York, or, if such rate
         is not so published for any day which is a Business Day, the average of
         the quotations for the day of such transactions received by Chase from
         three federal funds brokers of recognized standing selected by it. Any
         change in the ABR due to a change in the Prime Rate, the Three-Month
         Secondary CD Rate or the Federal Funds Effective Rate shall be
         effective as of the opening of business on the effective day of such
         change in the Prime Rate, the Three-Month Secondary CD Rate or the
         Federal Funds Effective Rate, respectively.

                  "ABR Loans": Loans the rate of interest applicable to which is
         based upon the ABR.

                  "Accounting Changes": as defined in the definition of "GAAP"
         in subsection 1.1 of this Agreement.

                  "Administrative Agent": as defined in the preamble to this
         Agreement.

                  "Affiliate": as to any Person, any other Person (other than a
         Subsidiary) which, directly or indirectly, is in control of, is
         controlled by, or is under common control with, such Person. For
         purposes of this definition, "control" of a Person means the power,
         directly or indirectly, either to (a) vote 15% or more of the
         securities having ordinary voting power for the election of directors
         of such Person or (b) direct or cause the direction of the management
         and policies of such Person, whether by contract or otherwise.



                                       2
<PAGE>   9

                  "Aggregate Commitment": an amount equal to the sum of (i) the
         aggregate principal amount of the Term Loans outstanding and (ii) the
         Aggregate Revolving Credit Commitment (or if the Aggregate Revolving
         Credit Commitment has been terminated, an amount equal to the Aggregate
         Outstanding Revolving Extensions of Credit of each Lender).

                  "Aggregate Outstanding Revolving Extensions of Credit": as to
         any Revolving Credit Lender at any time, an amount equal to the sum of
         (a) the aggregate principal amount of all Revolving Credit Loans made
         by such Revolving Credit Lender then outstanding, (b) such Revolving
         Credit Lender's Revolving Credit Commitment Percentage of the L/C
         Obligations then outstanding, and (c) such Revolving Credit Lender's
         Revolving Credit Commitment Percentage of the aggregate principal
         amount of all (i) CAF Advances then outstanding and (ii) Swing Line
         Loans then outstanding.

                  "Aggregate Outstandings": at any time, the sum of (i) the
         aggregate principal amount of the Term Loans outstanding and (ii) the
         Aggregate Outstanding Revolving Extensions of Credit.

                  "Aggregate Revolving Credit Commitment": an amount equal to
         $500,000,000, as such amount may be reduced from time to time pursuant
         to the terms of this Agreement.

                  "Aggregate Term Loan Commitment": an amount equal to
         $300,000,000, as such amount may be reduced from time to time pursuant
         to the terms of this Agreement.

                  "Agreement": as defined in the preamble hereto.

                  "Applicable Facility Fee Rate": as defined in subsection
         2.19(e).

                  "Applicable Margin": as defined in subsection 2.19(e).

                  "Application": an application, in the applicable Issuing
         Bank's then customary form as such Issuing Bank may promulgate from
         time to time, requesting such Issuing Bank to open a Letter of Credit.

                  "Assignee": as defined in subsection 11.6(c).

                  "Available Revolving Credit Commitment": as to any Lender at
         any time, an amount equal to the excess, if any, of (a) the amount of
         such Lender's Revolving Credit Commitment over (b) such Lender's
         Aggregate Outstanding Revolving Extensions of Credit.

                  "Base CD Rate": as defined in the definition of ABR.

                  "Borrower": as defined in the preamble hereto.

                  "Borrowing Date": any Business Day specified in a notice
         pursuant to subsection 2.2, 2.5(a), 2.12, 2.16, or 3.2 as a date on
         which the Borrower requests (a) the





                                       3
<PAGE>   10

         Lenders to make Loans or CAF Advances, as the case may be, hereunder
         and/or (b) the relevant Issuing Bank to issue a Letter of Credit
         hereunder.

                  "Business": as defined in subsection 4.17(b).

                  "Business Day": a day other than a Saturday, Sunday or other
         day on which commercial banks in New York City are authorized or
         required by law to close; provided, that when such term is used to
         describe a day on which a borrowing, payment or interest rate
         determination is to be made in respect of a Eurodollar Loan or
         Eurodollar Rate CAF Advance, such day shall also be a day on which
         dealings in foreign currencies and exchange between banks may be
         carried on in London, England.

                  "CAF Advance": each CAF Advance made pursuant to subsection
         2.4.

                  "CAF Advance Availability Period": the period from and
         including the Funding Date to and including the date which is 7 days
         prior to the Termination Date.

                  "CAF Advance Confirmation": each confirmation by the Borrower
         of its acceptance of CAF Advance Offers, which confirmation shall be
         substantially in the form of Exhibit D and shall be delivered to the
         Administrative Agent by facsimile transmission.

                  "CAF Advance Interest Payment Date": as to each CAF Advance,
         each interest payment date specified for such CAF Advance in the
         related CAF Advance Request.

                  "CAF Advance Maturity Date": as to any CAF Advance, the date
         specified by the Borrower pursuant to paragraph 2.5(d)(ii) in its
         acceptance of the related CAF Advance Offer.

                  "CAF Advance Offer": each offer by a Lender to make CAF
         Advances pursuant to a CAF Advance Request, which offer shall contain
         the information specified in Exhibit E and shall be delivered to the
         Administrative Agent by telephone, immediately confirmed by facsimile
         transmission.

                  "CAF Advance Request": each request by the Borrower for
         Lenders to submit bids to make CAF Advances, which request shall
         contain the information in respect of such requested CAF Advances
         specified in Exhibit F and shall be delivered to the Administrative
         Agent in writing, by facsimile transmission, or by telephone,
         immediately confirmed by facsimile transmission.

                  "Capitalization Documents": the collective reference to (a)
         the articles or certificate of incorporation and by-laws and other
         organizational or governing documents of each of the Borrower and its
         Subsidiaries and (b) the certificates of designation and other
         agreements governing the issuance of or setting forth the terms of any
         Capital Stock issued or to be issued by the Borrower or any of its
         Subsidiaries.

                  "Capital Lease Obligations": of any Person means the
         obligations of such Person to pay rent or other amounts under any lease
         of (or other arrangement conveying the right







                                       4
<PAGE>   11

         to use) real or personal property, or a combination thereof, which
         obligations are required to be classified and accounted for as capital
         leases on a balance sheet of such Person under GAAP, and the amount of
         such obligations shall be the capitalized amount thereof determined in
         accordance with GAAP.

                  "Capital Stock": any and all shares, interests, participations
         or other equivalents (however designated) of capital stock of a
         corporation, any and all equivalent ownership interests in a Person
         (other than a corporation) and any and all warrants or options to
         purchase any of the foregoing.

                  "Cash Equivalents": (a) securities issued or directly and
         fully guaranteed or insured by the United States Government or any
         agency or instrumentality thereof having maturities of not more than
         twelve months from the date of acquisition, (b) securities issued or
         directly and fully guaranteed or insured by any state of the United
         States of America or any agency or instrumentality thereof having
         maturities of not more than twelve months from the date of acquisition
         and, at the time of acquisition, having the highest rating generally
         obtainable from either S&P or Moody's, (c) time deposits and
         certificates of deposit of any domestic commercial bank having capital
         and surplus in excess of $300,000,000 having maturities of not more
         than twelve months from the date of acquisition, (d) repurchase
         obligations with a term of not more than seven days for underlying
         securities of the types described in clauses (a), (b), and (c) entered
         into with any bank meeting the qualifications specified in clause (c)
         above and (e) commercial paper rated at least A-2 or the equivalent
         thereof by S&P or P-2 or the equivalent thereof by Moody's or any short
         term, money market type obligations of a corporation, the commercial
         paper of which has the above-specified rating, in either case maturing
         within twelve months after the date of acquisition.

                  "C/D Assessment Rate": for any day as applied to any ABR Loan,
         the annual assessment rate in effect on such day which is payable by a
         member of the Bank Insurance Fund classified as well-capitalized and
         within supervisory subgroup "B" (or a comparable successor assessment
         risk classification) within the meaning of 12 C.F.R. Section 327.3(d)
         (or any successor provision) to the Federal Deposit Insurance
         Corporation (or any successor) for such Corporation's (or such
         successor's) insuring time deposits at offices of such institution in
         the United States.

                  "C/D Reserve Percentage": for any day as applied to any ABR
         Loan, that percentage (expressed as a decimal) which is in effect on
         such day, as prescribed by the Board, for determining the maximum
         reserve requirement for a Depositary Institution (as defined in
         Regulation D of the Board) in respect of new non-personal time deposits
         in Dollars having a maturity of 30 days or more.

                  "Chase": The Chase Manhattan Bank, a New York banking
         corporation (and its successors and assigns).

                  "Closing Date": the date on which the conditions precedent set
         forth in subsection 5.1 shall have been satisfied.



                                       5
<PAGE>   12

                  "Code": the Internal Revenue Code of 1986, as amended from
         time to time.

                  "Commercial Letter of Credit": as defined in subsection 3.1.

                  "Commitment Percentage": as to any Lender at any time, such
         Lender's Term Loan Commitment Percentage or Revolving Credit Commitment
         Percentage, as the context may require.

                  "Commitments": the collective reference to the Term Loan
         Commitments and the Revolving Credit Commitments; each as the context
         may require, a "Commitment".

                  "Commonly Controlled Entity": an entity, whether or not
         incorporated, which is under common control with the Borrower within
         the meaning of Section 4001 of ERISA or is part of a group which
         includes the Borrower and which is treated as a single employer under
         Section 414 of the Code.

                  "Confidential Information Memorandum": the Confidential
         Information Memorandum dated October 2000 and furnished to certain
         Lenders.

                  "Consolidated Adjusted EBITDA": for any period, without
         duplication, Consolidated Net Income for such period before deduction
         of any applicable income taxes and excluding (i) any extraordinary
         items of gain or loss and (ii) gain or loss from discontinued
         operations (classified under GAAP), plus Consolidated Interest Expense
         for such period, plus depreciation and amortization expenses for such
         period, to the extent the same are deducted from net revenues in
         determining Consolidated Net Income for such period; provided that up
         to $16,900,000 of one-time restructuring charges and transaction costs
         in connection with the Spin-Off shall be excluded from such calculation
         ($10,238,135 of which has been adjusted for in subsections 7.1(b) and
         (c) and the remaining $6,000,000 of which will be recognized on the
         date of the consummation of the Spin-Off).

                  "Consolidated Interest Expense": for any period, the amount of
         interest expense, both expensed and capitalized, of the Borrower and
         its Subsidiaries, determined on a consolidated basis in accordance with
         GAAP, for such period on the aggregate principal amount of their
         Indebtedness, determined on a consolidated basis in accordance with
         GAAP. In the event that the Borrower or any Subsidiary shall have
         completed an acquisition or disposition of any material Person,
         division or business unit since the beginning of the relevant period,
         Consolidated Interest Expense shall be determined for such period on a
         pro forma basis as if such acquisition or disposition, and any related
         incurrence or repayment of Indebtedness, had occurred at the beginning
         of such period.

                  "Consolidated Leverage Ratio": on the date of any
         determination thereof, the ratio of Consolidated Total Indebtedness on
         such date to Consolidated Adjusted EBITDA for the four full fiscal
         quarters ending on such date; provided that for purposes of calculating
         Consolidated Adjusted EBITDA for any period of four full fiscal
         quarters, the Consolidated Adjusted EBITDA of any Person acquired
         during such period shall be included or excluded (if sold) on a pro
         forma basis for such period of four full fiscal quarters (assuming the
         consummation of each such acquisition or sale and the incurrence






                                       6
<PAGE>   13

         or assumption (or discharge) of any Indebtedness in connection
         therewith occurred on the first day of such period of four full fiscal
         quarters and assuming only such cost reductions as are related to such
         acquisition and are immediately realizable as of the date of such
         acquisition). For purposes of this calculation, Consolidated Adjusted
         EBITDA of any such Person acquired or sold during such period shall be
         derived from a certificate, in form and substance satisfactory to the
         Administrative Agent, of a duly authorized financial officer of the
         Borrower setting forth such Consolidated Adjusted EBITDA.

                  "Consolidated Net Income": for any period, net income of the
         Borrower and its Subsidiaries, determined on a consolidated basis in
         accordance with GAAP.

                  "Consolidated Net Worth": as of the date of determination, all
         items which in conformity with GAAP would be included under
         shareholders' equity on a consolidated balance sheet of the Borrower
         and its Subsidiaries at such date.

                  "Consolidated Total Assets": at any date, all amounts (other
         than cash and Cash Equivalents) that would, in conformity with GAAP, be
         set forth opposite the caption "total assets" (or any like caption) on
         a consolidated balance sheet of the Borrower and its Subsidiaries at
         such date.

                  "Consolidated Total Indebtedness": as of the date of
         determination, all Indebtedness of the Borrower and its Subsidiaries,
         determined on a consolidated basis in accordance with GAAP including,
         in any event, the Loans and any Indebtedness referred to in clause (k)
         of such definition, and excluding, in any event, any Indebtedness in
         respect of the Existing Securities Loan Agreement.

                  "Continuing Directors": as defined in Section 8(j).

                  "Contractual Obligation": as to any Person, any provision of
         any security issued by such Person or of any agreement, instrument or
         other undertaking to which such Person is a party or by which it or any
         of its property is bound.

                  "Controlled Foreign Corporation": a "controlled foreign
         corporation" within the meaning of Section 956(c) of the Code.

                  "Default": any of the events specified in Section 8, whether
         or not any requirement for the giving of notice, the lapse of time, or
         both, or any other condition, has been satisfied.

                  "Dollars" and "$": dollars in lawful currency of the United
         States of America.

                  "Environmental Laws": any and all applicable foreign, Federal,
         state, local or municipal laws, rules, orders, regulations, statutes,
         ordinances, codes, decrees, requirements of any Governmental Authority
         or other Requirements of Law (including common law) regulating,
         relating to or imposing liability or standards of conduct concerning
         pollution or protection of the environment, as now or may at any time
         hereafter be in effect.



                                       7
<PAGE>   14

                  "ERISA": the Employee Retirement Income Security Act of 1974,
         as amended from time to time.

                  "Eurocurrency Reserve Requirements": for any day as applied to
         a Eurodollar Loan, the aggregate (without duplication) of the rates
         (expressed as a decimal fraction) of reserve requirements in effect on
         such day (including, without limitation, basic, supplemental, marginal
         and emergency reserves under any regulations of the Board of Governors
         of the Federal Reserve System or other Governmental Authority having
         jurisdiction with respect thereto) dealing with reserve requirements
         prescribed for eurocurrency funding (currently referred to as
         "Eurocurrency Liabilities" in Regulation D of such Board) maintained by
         a member bank of such System.

                  "Eurodollar Base Rate": with respect to each day during each
         Interest Period pertaining to a Eurodollar Loan, the rate per annum
         determined on the basis of the rate for deposits in dollars for a
         period equal to such Interest Period commencing on the first day of
         such Interest Period appearing on Page 3750 of the Telerate Screen as
         of 11:00 A.M., London time, two Business Days prior to the beginning of
         such Interest Period. In the event that such rate does not appear on
         Page 3750 of the Telerate (or otherwise on such screen), the
         "Eurodollar Base Rate" shall be determined by reference to such other
         comparable publicly available service for displaying eurodollar rates
         as may be selected by the Administrative Agent or, in the absence of
         such availability, by reference to the rate at which the Administrative
         Agent is offered Dollar deposits at or about 11:00 A.M., New York City
         time, two Business Days prior to the beginning of such Interest Period
         in the interbank eurodollar market where its eurodollar and foreign
         currency and exchange operations are then being conducted for delivery
         on the first day of such Interest Period for the number of days
         comprised therein.

                  "Eurodollar Loans": Loans the rate of interest applicable to
         which is based upon the Eurodollar Rate.

                  "Eurodollar Rate": with respect to each day during each
         Interest Period pertaining to a Eurodollar Loan, a rate per annum
         determined for such day in accordance with the following formula
         (rounded upward to the nearest 1/100th of 1%):

                              Eurodollar Base Rate
                    ----------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

                  "Eurodollar Rate CAF Advance": any CAF Advance made pursuant
         to a Eurodollar Rate CAF Advance Request.

                  "Eurodollar Rate CAF Advance Request": any CAF Advance Request
         requesting the Lenders to offer to make CAF Advances at an interest
         rate equal to the Eurodollar Rate plus (or minus) a margin.

                  "Event of Default": any of the events specified in Section 8,
         provided that any requirement for the giving of notice, the lapse of
         time, or both, or any other condition, has been satisfied.




                                       8
<PAGE>   15

                  "Excepted Indebtedness": the Indebtedness of the Borrower or
         any of its Subsidiaries permitted to exist pursuant to subsection 7.2
         (other than Indebtedness requiring a prepayment of the Term Loans as
         provided in subsection 7.2(b) thereof).

                  "Existing Letters of Credit": the collective reference to the
         outstanding letters of credit originally issued for the account of any
         of the borrowers party to the Existing Credit Agreement and pursuant to
         the terms thereto as more specifically described on Schedule II hereto.

                  "Existing Securities Loan Agreement": the Securities Loan
         Agreement dated as of September 29, 1999 between the Borrower and
         Paribas relating to a $50,000,000 U.S. Treasury security, together with
         the related Assignment Agreement and Assumption Agreement, each dated
         as of September 30, 1999 between the Borrower and Societe General, New
         York Branch.

                  "Federal Funds Effective Rate": as defined in the definition
         of ABR.

                  "Financing Lease": any lease of property, real or personal,
         the obligations of the lessee in respect of which are required in
         accordance with GAAP to be capitalized on a balance sheet of the
         lessee.

                  "Fixed Rate CAF Advance": any CAF Advance made pursuant to a
         Fixed Rate CAF Advance Request.

                  "Fixed Rate CAF Advance Request": any CAF Advance Request
         requesting the Lenders to offer to make CAF Advances at a fixed rate
         (as opposed to a rate composed of the Eurodollar Rate plus (or minus) a
         margin).

                  "Foreign Currency": any currency, other than Dollars, which
         may be requested by the Borrower and which is available to Chase in the
         ordinary course of business, in which a Letter of Credit may be
         denominated.

                  "GAAP": generally accepted accounting principles in the United
         States of America as in effect from time to time set forth in the
         opinions and pronouncements of the Accounting Principles Board and the
         American Institute of Certified Public Accountants and the statements
         and pronouncements of the Financial Accounting Standards Board and the
         rules and regulations of the Securities and Exchange Commission, or in
         such other statements by such other entity as may be in general use by
         significant segments of the accounting profession, which are applicable
         to the circumstances of the Borrower and its consolidated Subsidiaries
         as of the date of determination except that for purposes of subsection
         7.1, GAAP shall be determined on the basis of such principles in effect
         on the date hereof and consistent with those used in the preparation of
         the audited financial statements referred to in subsection 4.1. In the
         event that any Accounting Changes (as defined below) shall occur and
         such change results in a change in the method of calculation of
         financial covenants, standards or terms in this Agreement, then the
         Borrower and the Lenders agree to enter into negotiations in order to
         amend such provisions of this Agreement so as to equitably reflect such
         Accounting Changes with the desired result that the criteria for
         evaluating the financial





                                       9
<PAGE>   16

         condition of the Borrower and its consolidated Subsidiaries shall be
         the same after such Accounting Changes as if such Accounting Changes
         had not been made. Until such time as such an amendment shall have been
         executed and delivered by the parties thereto, all financial covenants,
         standards and terms in this Agreement shall continue to be calculated
         or construed as if such Accounting Changes had not occurred.
         "Accounting Changes" means: changes in accounting principles required
         by the promulgation of any rule, regulation, pronouncement or opinion
         by the Financial Accounting Standards Board of the American Institute
         of Certified Public Accountants or, if applicable, the Securities and
         Exchange Commission (or successors thereto or agencies with similar
         functions).

                  "Governmental Authority": any nation or government, any state
         or other political subdivision thereof and any entity exercising
         executive, legislative, judicial, regulatory or administrative
         functions of or pertaining to government.

                  "Guarantee Obligation": as to any Person (the "guaranteeing
         person"), any obligation of (a) the guaranteeing person or (b) another
         Person (including, without limitation, any bank under any letter of
         credit) to induce the creation of which the guaranteeing person has
         issued a reimbursement, counter indemnity or similar obligation, in
         either case guaranteeing or in effect guaranteeing any Indebtedness,
         leases, dividends or other obligations (the "primary obligations") of
         any other third Person (the "primary obligor") in any manner, whether
         directly or indirectly, including, without limitation, any obligation
         of the guaranteeing person, whether or not contingent, (i) to purchase
         any such primary obligation or any property constituting direct or
         indirect security therefor, (ii) to advance or supply funds (1) for the
         purchase or payment of any such primary obligation or (2) to maintain
         working capital or equity capital of the primary obligor or otherwise
         to maintain the net worth or solvency of the primary obligor, (iii) to
         purchase property, securities or services primarily for the purpose of
         assuring the owner of any such primary obligation of the ability of the
         primary obligor to make payment of such primary obligation or (iv)
         otherwise to assure or hold harmless the owner of any such primary
         obligation against loss in respect thereof; provided, however, that the
         term Guarantee Obligation shall not include endorsements of instruments
         for deposit or collection in the ordinary course of business. The
         amount of any Guarantee Obligation of any guaranteeing person shall be
         deemed to be the lower of (a) an amount equal to the stated or
         determinable amount of the primary obligation in respect of which such
         Guarantee Obligation is made and (b) the maximum amount for which such
         guaranteeing person may be liable pursuant to the terms of the
         instrument embodying such Guarantee Obligation, unless such primary
         obligation and the maximum amount for which such guaranteeing person
         may be liable are not stated or determinable, in which case the amount
         of such Guarantee Obligation shall be such guaranteeing person's
         maximum reasonably anticipated liability in respect thereof as
         determined by the Borrower in good faith.

                  "Indebtedness": of any Person means, without duplication (a)
         all obligations of such Person for borrowed money or with respect to
         deposits or advances of any kind, (b) all obligations of such Person
         evidenced by bonds, debentures, notes or similar instruments, (c) all
         obligations of such Person upon which interest charges are customarily
         paid, including the Interest Rate Agreement (provided that the
         obligations





                                       10
<PAGE>   17

         thereunder shall be measured for purposes hereof on a mark-to-market
         basis) (d) all obligations of such Person under conditional sale or
         other title retention agreements relating to property acquired by such
         Person, (e) all obligations of such Person in respect of the deferred
         purchase price of property or services (excluding current accounts
         payable incurred in the ordinary course of business), (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 property owned or acquired by such Person,
         whether or not the Indebtedness secured thereby has been assumed, (g)
         all Guarantee Obligations of such Person of Indebtedness of others, (h)
         all Capital Lease Obligations of such Person, (i) all obligations,
         contingent or otherwise, of such Person as an account party in respect
         of letters of credit and letters of guaranty, (j) all obligations,
         contingent or otherwise, of such Person in respect of bankers'
         acceptances, (k) the net proceeds paid to such Person in connection
         with any Receivables Transfer Program and (l) any obligations of such
         Person in respect of any synthetic lease financing determined in
         accordance with GAAP. The Indebtedness of any Person shall include the
         Indebtedness of any other entity (including any partnership in which
         such Person is a general partner) to the extent such Person is liable
         therefore as a result of such Person's ownership interest in or other
         relationship with such entity, except to the extent the terms of such
         Indebtedness provide that such Person is not liable therefore.

                  "Insolvency": with respect to any Multiemployer Plan, the
         condition that such Plan is insolvent within the meaning of Section
         4245 of ERISA.

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Intellectual Property": as defined in subsection 4.9.

                  "Interest Coverage Ratio": for any period of determination,
         the ratio of Consolidated Adjusted EBITDA for such period to
         Consolidated Interest Expense for such period; provided that for
         purposes of calculating Consolidated Adjusted EBITDA for any period
         ending on or prior to September 30, 2001, the Consolidated Adjusted
         EBITDA of any Person acquired during such period shall be included or
         excluded (if sold) on a pro forma basis for such period of four full
         fiscal quarters (assuming the consummation of each such acquisition or
         sale and the incurrence or assumption (or discharge) of any
         Indebtedness in connection therewith occurred on the first day of such
         period of four full fiscal quarters and assuming only such cost
         reductions as are related to such acquisition and are immediately
         realizable as of the date of such acquisition). For purposes of this
         calculation, Consolidated Adjusted EBITDA of any such Person acquired
         or sold during such period shall be derived from a certificate, in form
         and substance satisfactory to the Administrative Agent, of a duly
         authorized financial officer of the Borrower setting forth such
         Consolidated Adjusted EBITDA.

                  "Interest Payment Date": (a) as to any ABR Loan, the last day
         of each March, June, September and December to occur while such Loan is
         outstanding and the date of the final principal payment in respect
         thereof, as applicable (b) as to any Eurodollar Loan having an Interest
         Period of three months or less, the last day of such Interest Period
         and (c) as to any Eurodollar Loan having an Interest Period longer than
         three months, each





                                       11
<PAGE>   18

         day which is three months or a whole multiple thereof after the first
         day of such Interest Period and the last day of such Interest Period.

                  "Interest Period": with respect to any Eurodollar Loan:

                           (a) initially, the period commencing on the borrowing
                  or conversion date, as the case may be, with respect to such
                  Eurodollar Loan and ending one, two, three or six months
                  thereafter, as selected by the Borrower in its notice of
                  borrowing or notice of conversion, as the case may be, given
                  with respect thereto; and

                           (b) thereafter, each period commencing on the last
                  day of the next preceding Interest Period applicable to such
                  Eurodollar Loan and ending one, two, three or six months
                  thereafter, as selected by the Borrower by irrevocable notice
                  to the Administrative Agent not less than three Business Days
                  prior to the last day of the then current Interest Period with
                  respect thereto;

         provided that, all of the foregoing provisions relating to Interest
         Periods are subject to the following:

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

                           (2) any Interest Period in respect of Revolving
                  Credit Loans that would otherwise extend beyond the
                  Termination Date shall end on the Termination Date, and any
                  Interest Period in respect of any of the Term Loans that would
                  otherwise extend beyond the date final payment is due on such
                  Term Loans shall end on such due date;

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

                           (4) the Borrower shall select Interest Periods so as
                  not to require a payment or prepayment of any Eurodollar Loan
                  during an Interest Period for such Loan.

                  "Interest Rate Agreement": any interest rate protection
         agreement, interest rate future, interest rate option, interest rate
         swap, interest rate cap or other interest rate hedge arrangement, to or
         under which the Borrower or any of its Subsidiaries is a party or a
         beneficiary.

                  "Issuing Bank": Chase, in its capacity as issuer of any Letter
         of Credit (including, without limitation, any Existing Letter of
         Credit) or any other Revolving Credit Lender




                                       12
<PAGE>   19

         which the Borrower may, with such Revolving Credit Lender's consent,
         appoint in such capacity in respect of any Letter of Credit.

                  "L/C Commitment": $125,000,000.

                  "L/C Disbursement": means a payment made by the Issuing Bank
         pursuant to a Letter of Credit.

                  "L/C Exposure" means, at any time, the sum of (a) the
         aggregate undrawn amount of all outstanding Letters of Credit at such
         time plus (b) the aggregate amount of all L/C Disbursements that have
         not yet been reimbursed by or on behalf of the Borrower at such time.
         The L/C Exposure of any Lender at any time shall be its Revolving
         Credit Commitment Percentage of the total L/C Exposure at such time.

                  "L/C Fee Payment Date": the last day of each March, June,
         September and December.

                  "L/C Obligations": at any time, an amount equal to the sum of
         (a) the aggregate then undrawn and unexpired amount of the then
         outstanding Letters of Credit (including, without limitation, any
         Existing Letters of Credit) and (b) the aggregate amount of drawings
         under Letters of Credit (including, without limitation, any Existing
         Letters of Credit) which have not then been reimbursed pursuant to
         subsection 3.5.

                  "L/C Participants": the collective reference to all the
         Revolving Credit Lenders other than the relevant Issuing Bank that
         issued such Letter of Credit.

                  "Lenders": as defined in the preamble to this Agreement.

                  "Lesser Swing Line Loans": as defined in subsection 2.16(b).

                  "Letters of Credit": as defined in subsection 3.1(a).

                  "Lien": any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, encumbrance, lien (statutory or other), charge or
         other security interest or any preference, priority or other security
         agreement or preferential arrangement of any kind or nature whatsoever
         (including, without limitation, any conditional sale or other title
         retention agreement and any Financing Lease having substantially the
         same economic effect as any of the foregoing).

                  "Loan": any loan (including any CAF Advance) made by any
         Lender pursuant to this Agreement.

                  "Loan Documents": this Agreement, the Notes, the Subsidiaries
         Guarantee and the Applications.

                  "Loan Parties": the Borrower and each Subsidiary of the
         Borrower which is a party to a Loan Document.




                                       13
<PAGE>   20

                  "Long-Term Debt": senior notes or other long-term Indebtedness
         (including with a maturity of one year or greater) for borrowed money
         or otherwise incurred in a capital markets transaction.

                  "LT Rating": the rating of senior, unsecured long-term
         indebtedness for borrowed money of the Borrower, without third-party
         credit enhancement.

                  "Majority Lenders": at any time, shall mean the holders of
         more than 50% of the Aggregate Commitment in effect at such time.

                  "Material Adverse Effect": a material adverse effect on (a)
         the business, operations, property, condition (financial or otherwise)
         or prospects of the Borrower and its Subsidiaries taken as a whole, (b)
         the validity or enforceability of this Agreement, any of the Notes or
         any of the other Loan Documents or the rights or remedies of the
         Administrative Agent or the Lenders hereunder or thereunder or (c) the
         ability of the Loan Parties to perform any of their obligations under
         the Loan Documents.

                  "Materials of Environmental Concern": any gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         defined or regulated as such in or under any Environmental Law,
         including, without limitation, asbestos, polychlorinated biphenyls and
         urea-formaldehyde insulation.

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

                  "Multicurrency Subfacility": as defined in Section 2.3.

                  "Multiemployer Plan": a Plan which is a multiemployer plan as
         defined in Section 4001(a)(3) of ERISA.

                  "Net Proceeds": With respect to the incurrence of any
         Indebtedness or issuance of Capital Stock by the Borrower or any of its
         Subsidiaries, the net amount equal to the aggregate amount received in
         cash in connection with such incurrence or issuance minus the
         reasonable fees (including, without limitation, reasonable attorneys'
         fees), commissions and other out-of-pocket expenses (as evidenced by
         supporting documentation provided to the Administrative Agent) incurred
         by the Borrower or such Subsidiary in connection therewith.

                  "Non-U.S. Lender": as defined in subsection 2.25(d).

                  "Notes": the collective reference to any promissory note
         evidencing Loans.

                  "Obligations": (a) the unpaid principal of and interest on
         (including, without limitation, interest accruing after the maturity of
         the Loans and interest accruing on or after the filing of any petition
         in bankruptcy, or the commencement of any insolvency, reorganization or
         like proceeding, relating to the Borrower, whether or not a claim for
         post-filing or post-petition interest is allowed in such proceeding)
         the Notes and all other obligations and liabilities of the Loan Parties
         to the Administrative Agent or to the




                                       14
<PAGE>   21

         Lenders, whether direct or indirect, absolute or contingent, due or to
         become due, or now existing or hereafter incurred, which may arise
         under, out of, or in connection with, this Agreement, the Notes, any
         other Loan Document and any other document made, delivered or given in
         connection herewith or therewith, whether on account of principal,
         interest, reimbursement obligations, fees, indemnities, costs, expenses
         (including, without limitation, all reasonable fees and disbursements
         of counsel to the Administrative Agent or to the Lenders) or otherwise
         and (b) all obligations of the Borrower to any Lender or an Affiliate
         of any Lender under or in connection with any Interest Rate Agreement
         or foreign exchange contract.

                  "Other Taxes": any and all present or future stamp or
         documentary taxes or any other excise or property taxes, charges or
         similar levies arising from any payment made hereunder or from the
         execution, delivery or enforcement of, or otherwise with respect to,
         this Agreement or any other Loan Document

                  "Participant": as defined in subsection 11.6(b).

                  "PBGC": the Pension Benefit Guaranty Corporation established
         pursuant to Subtitle A of Title IV of ERISA, or any successor thereto.

                  "Person": an individual, partnership, corporation, business
         trust, joint stock company, trust, unincorporated association, joint
         venture, Governmental Authority or other entity of whatever nature.

                  "Plan": at a particular time, any employee benefit plan which
         is covered by ERISA and in respect of which the Borrower or a Commonly
         Controlled Entity is (or, if such plan were terminated at such time,
         would under Section 4069 of ERISA be deemed to be) an "employer" as
         defined in Section 3(5) of ERISA.

                  "Prime Rate": as defined in the definition of ABR.

                  "Pro Forma Balance Sheet": as defined in subsection 4.1(a).

                  "Properties": as defined in subsection 4.17(a).

                  "Receivables Transfer Program": any program under which the
         Borrower or any of its Subsidiaries sell, transfer, encumber or
         otherwise dispose of without recourse accounts receivable and related
         ancillary rights.

                  "Refunded Swing Line Loans": as defined in subsection 2.16(b).

                  "Register": as defined in subsection 11.6(d).

                  "Regulation U": Regulation U of the Board of Governors of the
         Federal Reserve System as in effect from time to time.

                  "Reimbursement Obligation": the obligation of the Borrower to
         reimburse the applicable Issuing Bank pursuant to subsection 3.5 for
         amounts drawn under Letters of






                                       15
<PAGE>   22

         Credit issued for the account of the Borrower (including, without
         limitation, Existing Letters of Credit).

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

                  "Reorganization": with respect to any Multiemployer Plan, the
         condition that such plan is in reorganization within the meaning of
         Section 4241 of ERISA.

                  "Reportable Event": any of the events set forth in Section
         4043(c) of ERISA, other than those events as to which the thirty day
         notice period is waived under subsections .22, .23, .25, .27 or .28 of
         PBGC Reg. Section 4043.

                  "Requirement of Law": as to any Person, the Certificate of
         Incorporation and By-Laws or other organizational or governing
         documents of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court or other Governmental
         Authority, in each case applicable to or binding upon such Person or
         any of its property or to which such Person or any of its property is
         subject.

                  "Responsible Officer": the chief executive officer, the
         president or any vice president of the Borrower or, with respect to
         financial matters, the chief financial officer, the treasurer or
         assistant treasurer of the Borrower.

                  "Restated Financial Statements": as defined in subsection
         5.2(b).

                  "Restricted Payment Allowance": at any time of determination,
         an amount equal to $100,000,000 less the amount of Restricted Payments
         made on or subsequent to September 30, 2000, provided, however, that
         such amount shall be increased on each date when financial statements
         are delivered to each Lender pursuant to subsection 6.1(a) or 6.1(b),
         as the case may be, by an amount equal to 50% of Consolidated Net
         Income for the fiscal quarter ending immediately preceding each such
         date, commencing with the fiscal quarter ending December 31, 2000, and,
         provided, further, that such amount shall not be decreased at any time
         of determination as a result of Consolidated Net Income being less than
         zero for the immediately preceding fiscal quarter.

                  "Restricted Payments": as defined in subsection 7.5.

                  "Revolving Credit Commitment": as to any Revolving Credit
         Lender, the obligation of such Revolving Credit Lender to (a) make
         Revolving Credit Loans to the Borrower, (b) issue and/or participate in
         Letters of Credit (including, without limitation, Existing Letters of
         Credit) issued on behalf of the Borrower and (c) participate in Swing
         Line Loans made to the Borrower, in an aggregate principal and/or face
         amount at any one time outstanding not to exceed the amount set forth
         under the heading "Revolving Credit Commitments" opposite such
         Revolving Credit Lender's name on Schedule I, as such amount may be
         reduced from time to time pursuant to this Agreement.




                                       16
<PAGE>   23

                  "Revolving Credit Commitment Percentage": as to any Revolving
         Credit Lender at any time, the percentage which such Revolving Credit
         Lender's Revolving Credit Commitment then constitutes of the Aggregate
         Revolving Credit Commitment.

                  "Revolving Credit Commitment Period": the period from and
         including the Funding Date to but not including the Termination Date or
         such earlier date on which the Revolving Credit Commitments shall
         terminate as provided herein.

                  "Revolving Credit Exposure": means, with respect to any Lender
         at any time, the sum of the outstanding principal amount of such
         Lender's Revolving Credit Loans and its L/C Exposure and Swingline
         Exposure at such time.

                  "Revolving Credit Lender": each Lender having a Revolving
         Credit Commitment or holding Revolving Credit Loans.

                  "Revolving Credit Loans": as defined in subsection 2.1.

                  "S&P": Standard & Poor's Ratings Group.

                  "Sale Leaseback Agreement": the collective reference to the
         various sale leaseback agreements, each dated as of December 21, 1988,
         as amended from time to time, which agreements are more particularly
         described on Schedule II hereto.

                  "SDS": as defined in the recitals hereto.

                  "Single Employer Plan": any Plan which is covered by Title IV
         of ERISA, but which is not a Multiemployer Plan.

                  "Specified Entity": any Subsidiary of the Borrower (a) that
         owns less than $1,000,000 in assets, (b) is inactive or (c) is in the
         process of liquidation.

                  "Spin-Off": as defined in the recitals hereto.

                  "Standby Letter of Credit": as defined in subsection 3.1(a).

                  "Subsidiary": as to any Person, a corporation, partnership or
         other entity of which shares of stock or other ownership interests
         having ordinary voting power (other than stock or such other ownership
         interests having such power only by reason of the happening of a
         contingency) to elect a majority of the board of directors or other
         managers of such corporation, partnership or other entity are at the
         time owned, or the management of which is otherwise controlled,
         directly or indirectly through one or more intermediaries, or both, by
         such Person. Unless otherwise qualified, all references to a
         "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
         Subsidiary or Subsidiaries of the Borrower.

                  "Subsidiaries Guarantee": the Subsidiaries Guarantee to be
         executed and delivered by each Subsidiary Guarantor, substantially in
         the form of Exhibit H to this




                                       17
<PAGE>   24

         Agreement, as the same may be amended, supplemented or otherwise
         modified from time to time.

                  "Subsidiary Guarantors": the Subsidiaries of the Borrower
         listed as such on Schedule III hereto together with any new
         Subsidiaries which execute a Subsidiaries Guarantee subsequent to the
         Closing Date.

                  "Swingline Exposure": at any time, the aggregate principal
         amount of all Swingline Loans outstanding at such time. The Swingline
         Exposure of any Lender at any time shall be its Revolving Credit
         Commitment Percentage of the total Swingline Exposure at such time.

                  "Swing Line Loan": as defined in subsection 2.16(a).

                  "Termination Date": December 1, 2005.

                  "Term Lender": each Lender that has a Term Loan Commitment or
         holds a Term Loan.

                  "Term Loans" as defined in subsection 2.11.

                  "Term Loan Commitment": with respect to each Lender, the
         amount set forth under the heading "Term Loan Commitments" opposite
         such Lender's name on Schedule I, as such amount may be reduced from
         time to time pursuant to this Agreement.

                  "Term Loan Commitment Percentage": as to any Lender at any
         time, the percentage which such Lender's Term Loan Commitment then
         constitutes of the Aggregate Term Loan Commitment.

                  "Three-Month Secondary CD Rate": as defined in the definition
         of ABR.

                  "Tranche": the collective reference to Eurodollar Loans the
         then current Interest Periods with respect to all of which begin on the
         same date and end on the same later date (whether or not such
         Eurodollar Loans shall originally have been made on the same day).

                  "Transaction": collectively, the Spin-off, the Restructuring,
         the financings described herein, the termination of the Existing Credit
         Agreement and all related transactions.

                  "Transferee": as defined in subsection 11.6(f).

                  "Type": as to any Loan made hereunder, its nature as an ABR
         Loan or a Eurodollar Loan.

                  "Uniform Customs": the Uniform Customs and Practice for
         Documentary Credits (1993 Revision), International Chamber of Commerce
         Publication No. 500, as the same may be amended from time to time.




                                       18
<PAGE>   25

                  "Wholly Owned Subsidiary": with respect to any Person, a
         Subsidiary, all of the stock ordinarily having the power to vote for
         the election of directors of which is owned directly or indirectly by
         such Person, other than directors' qualifying shares and shares issued
         to other Persons to comply with local law (provided, however, that such
         directors' qualifying and other shares shall not constitute more than
         3% of all of the stock ordinarily having the power to vote for the
         election of directors).

                  1.2. Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the Notes or any certificate or other document made or
delivered pursuant hereto.

                  (b) As used herein and in the Notes, and any certificate or
other document made or delivered pursuant hereto, accounting terms relating to
the Borrower and its Subsidiaries not defined in subsection 1.1 and accounting
terms partly defined in subsection 1.1, to the extent not defined, shall have
the respective meanings given to them under GAAP.

                  (c) The words "herein", "hereof" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                      SECTION 2. AMOUNT AND TERMS OF LOANS

                  2.1. Revolving Credit Commitments. (a) Subject to the terms
and conditions hereof, each Revolving Credit Lender severally agrees to make
revolving credit loans ("Revolving Credit Loans") to the Borrower from time to
time during the Revolving Credit Commitment Period in an aggregate principal
amount at any one time outstanding to the Borrower, which when added to such
Revolving Credit Lender's Revolving Credit Commitment Percentage of (i) the then
outstanding L/C Obligations, (ii) the aggregate principal amount of all Swing
Line Loans then outstanding and (iii) the aggregate principal amount of all CAF
Advances then outstanding, will not exceed the amount of such Revolving Credit
Lender's Revolving Credit Commitment, provided that nothing contained herein
shall be deemed to prohibit the making of, or relieve any Revolving Credit
Lender of its obligation to make, Revolving Credit Loans the proceeds of which
are to be applied solely to the repayment of principal of Refunded Swing Line
Loans pursuant to subsection 2.16(b) except that in no event shall any Revolving
Credit Lender be obligated to make Revolving Credit Loans in excess of its
Revolving Credit Commitment. During the Revolving Credit Commitment Period the
Borrower may use the Revolving Credit Commitments by borrowing, prepaying the
Revolving Credit Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof.

                  (b) The Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined
by the Borrower and notified to the Administrative Agent in accordance with
subsections 2.2 and 2.17, provided that no Revolving





                                       19
<PAGE>   26

Credit Loan shall be made as a Eurodollar Loan after the day that is one month
prior to the Termination Date. Each Revolving Credit Loan shall mature on the
Termination Date and provide for the payment of interest in accordance with
subsection 2.19.

                  2.2. Procedure for Revolving Credit Borrowing. Subject to the
limitations contained in subsection 2.1, the Borrower may borrow under the
Revolving Credit Commitments during the Revolving Credit Commitment Period on
any Business Day, provided that the Borrower shall give the Administrative Agent
irrevocable notice (which notice must be received by the Administrative Agent
prior to 10:00 A.M., New York City time, (a) three Business Days prior to the
requested Borrowing Date, if all or any part of the requested Revolving Credit
Loans are to be initially Eurodollar Loans, or (b) one Business Day prior to the
requested Borrowing Date, otherwise), specifying (i) the aggregate amount to be
borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to
be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the
borrowing is to be entirely or partly of Eurodollar Loans, the amounts of such
Type of Loan and the lengths of the initial Interest Periods therefor. Each
borrowing under the Revolving Credit Commitments shall be in an amount equal to
(x) in the case of ABR Loans, $1,000,000 or a whole multiple of $100,000 in
excess thereof (or, if the then Available Revolving Credit Commitments of all
the Revolving Credit Lenders are less than $1,000,000, such lesser amount) and
(y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Upon receipt of any such notice from the Borrower,
the Administrative Agent shall promptly notify each Revolving Credit Lender
thereof. Each Revolving Credit Lender will make the amount of its pro rata share
of each borrowing available to the Administrative Agent for the account of the
Borrower at the office of the Administrative Agent specified in subsection 11.2
prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the
Borrower in funds immediately available to such Administrative Agent. Such
borrowing will then be made available to the Borrower by the Administrative
Agent crediting the account of the Borrower on the books of such office with the
aggregate of the amounts made available to the Administrative Agent by the
Revolving Credit Lenders for the Borrower and in like funds as received by the
Administrative Agent.

                  2.3. Multicurrency Subfacility. After the Funding Date, the
Borrower may request the Arranger to solicit, using customary procedures, up to
$100,000,000 in subfacility commitments under the Agreement (the "Multicurrency
Subfacility"). The Multicurrency Subfacility would be in non-Dollar currencies
and on terms and conditions to be agreed upon between the Borrower, the
Administrative Agent and the lenders providing the Multicurrency Subfacility.
Under no circumstances shall the dollar and non-dollar commitments under the
Revolving Credit Facility exceed $500,000,000. The Lenders may commit to all, a
portion or none of the Multicurrency Subfacility in their sole discretion.

                  2.4. CAF Advances. Subject to the terms and conditions of this
Agreement, the Borrower may borrow CAF Advances from the Revolving Credit
Lenders from time to time on any Business Day during the CAF Advance
Availability Period. CAF Advances may be borrowed in amounts such that the
aggregate amount of (i) Revolving Credit Loans, (ii) L/C Obligations, (iii)
Swing Line Loans and (iv) CAF Advances outstanding at any time shall not exceed
the Aggregate Revolving Credit Commitment at such time. Within the limits and on
the conditions hereinafter set forth with respect to CAF Advances, the Borrower
from time to time may borrow, repay and reborrow CAF Advances.




                                       20
<PAGE>   27

                  2.5. Procedure for CAF Advance Borrowing. (a) The Borrower
shall request CAF Advances by delivering a CAF Advance Request to the
Administrative Agent, not later than 12:00 Noon, New York City time, four
Business Days prior to the proposed Borrowing Date (in the case of a Eurodollar
Rate CAF Advance Request), and not later than 10:00 A.M., New York City time,
one Business Day prior to the proposed Borrowing Date (in the case of a Fixed
Rate CAF Advance Request). Each CAF Advance Request in respect of any Borrowing
Date may solicit bids for CAF Advances on such Borrowing Date in an aggregate
principal amount of $10,000,000 or an integral multiple of $1,000,000 in excess
thereof and having not more than three alternative CAF Advance Maturity Dates.
The CAF Advance Maturity Date for each CAF Advance shall be the date set forth
therefor in the relevant CAF Advance Request, which date shall be (i) not less
than seven days nor more than 360 days after the Borrowing Date therefor, in the
case of a Fixed Rate CAF Advance, (ii) one, two, three or six months after the
Borrowing Date therefor, in the case of a Eurodollar CAF Advance and (iii)
earlier than the Termination Date, in the case of any CAF Advance. The
Administrative Agent shall notify each Revolving Credit Lender promptly by
facsimile transmission of the contents of each CAF Advance Request received by
the Administrative Agent. Offers for CAF Advances can be accepted in amounts of
$5,000,000 and integral multiples of $1,000,000 in excess thereof, provided that
for each CAF Advance Request the total of the offers accepted may amount to no
less than $10,000,000.

                  (b) In the case of a Eurodollar Rate CAF Advance Request, upon
receipt of notice from the Administrative Agent of the contents of such CAF
Advance Request, each Revolving Credit Lender may elect, in its sole discretion,
to offer irrevocably to make one or more CAF Advances at the applicable
Eurodollar Rate plus (or minus) a margin determined by such Revolving Credit
Lender in its sole discretion for each such CAF Advance. Any such irrevocable
offer shall be made by delivering a CAF Advance Offer to the Administrative
Agent, before 10:30 A.M., New York City time, on the day that is three Business
Days before the proposed Borrowing Date, setting forth:

                  (i) the maximum amount of CAF Advances for each CAF Advance
         Maturity Date and the aggregate maximum amount of CAF Advances for all
         CAF Advance Maturity Dates which such Revolving Credit Lender would be
         willing to make (which amounts may, subject to subsection 2.4, exceed
         such Revolving Credit Lender's Revolving Credit Commitment);

                  (ii) the interest period and the margin above or below the
         appropriate Eurodollar Rate at which such Revolving Credit Lender is
         willing to make each such CAF Advance; and

                  (iii) other terms the Borrower may specify.

The Administrative Agent shall advise the Borrower before 11:00 A.M., New York
City time, on the date which is three Business Days before the proposed
Borrowing Date of the contents of each such CAF Advance Offer received by it. If
the Administrative Agent, in its capacity as a Revolving Credit Lender, shall
elect, in its sole discretion, to make any such CAF Advance Offer, it shall
advise the Borrower of the contents of its CAF Advance Offer before 10:15 A.M.,





                                       21
<PAGE>   28

New York City time, on the date which is four Business Days before the proposed
Borrowing Date.

                  (c) In the case of a Fixed Rate CAF Advance Request, upon
receipt of notice from the Administrative Agent of the contents of such CAF
Advance Request, each Revolving Credit Lender may elect, in its sole discretion,
to offer irrevocably to make one or more CAF Advances at a rate of interest
determined by such Revolving Credit Lender in its sole discretion for each such
CAF Advance. Any such irrevocable offer shall be made by delivering a CAF
Advance Offer to the Administrative Agent before 9:30 A.M., New York City time,
on the proposed Borrowing Date, setting forth:

                  (i) the maximum amount of CAF Advances for each CAF Advance
         Maturity Date, and the aggregate maximum amount for all CAF Advance
         Maturity Dates, which such Revolving Credit Lender would be willing to
         make (which amounts may, subject to subsection 2.4, exceed such
         Revolving Credit Lender's Revolving Credit Commitment);

                  (ii) the interest period and the rate of interest at which
         such Revolving Credit Lender is willing to make each such CAF Advance;
         and

                  (iii) other terms the Borrower may specify.

The Administrative Agent shall advise the Borrower before 10:00 A.M., New York
City time, on the proposed Borrowing Date of the contents of each such CAF
Advance Offer received by it. If the Administrative Agent, in its capacity as a
Revolving Credit Lender, shall elect, in its sole discretion, to make any such
CAF Advance Offer, it shall advise the Borrower of the contents of its CAF
Advance Offer before 9:15 A.M., New York City time, on the proposed Borrowing
Date.

                  (d) Before 11:30 A.M., New York City time, three Business Days
before the proposed Borrowing Date (in the case of CAF Advances requested by a
Eurodollar Rate CAF Advance Request) and before 10:30 A.M., New York City time,
on the proposed Borrowing Date (in the case of CAF Advances requested by a Fixed
Rate CAF Advance Request), the Borrower in its absolute discretion, shall:

                  (i) cancel such CAF Advance Request by giving the
         Administrative Agent telephone notice to that effect, or

                  (ii) by giving telephone notice to the Administrative Agent
         (immediately confirmed by delivery to the Administrative Agent of a CAF
         Advance Confirmation by facsimile transmission) (A) subject to the
         provisions of subsection 2.5(e), accept one or more of the offers made
         by any Revolving Credit Lender or Revolving Credit Lenders pursuant to
         subsection 2.5(b) or subsection 2.5(c), as the case may be, and (B)
         reject any remaining offers made by Revolving Credit Lenders pursuant
         to subsection 2.5(b) or subsection 2.5(c), as the case may be.

                  (e) The Borrower's acceptance of CAF Advances in response to
any CAF Advance Offers shall be subject to the following limitations:




                                       22
<PAGE>   29

                  (i) the amount of CAF Advances accepted for each CAF Advance
         Maturity Date specified by any Revolving Credit Lender in its CAF
         Advance Offer shall not exceed the maximum amount for such CAF Advance
         Maturity Date specified in such CAF Advance Offer;

                  (ii) the aggregate amount of CAF Advances accepted for all CAF
         Advance Maturity Dates specified by any Revolving Credit Lender in its
         CAF Advance Offer shall not exceed the aggregate maximum amount
         specified in such CAF Advance Offer for all such CAF Advance Maturity
         Dates;

                  (iii) the Borrower may not accept offers for CAF Advances for
         any CAF Advance Maturity Date in an aggregate principal amount in
         excess of the maximum principal amount requested in the related CAF
         Advance Request; and

                  (iv) if the Borrower accepts any of such offers, it must
         accept offers based solely upon pricing for each relevant CAF Advance
         Maturity Date and upon no other criteria whatsoever, and if two or more
         Revolving Credit Lenders submit offers for any CAF Advance Maturity
         Date with identical pricing and the Borrower accepts any of such offers
         but does not wish to (or, by reason of the limitations set forth in
         subsection 2.4, cannot) borrow the total amount offered by such
         Revolving Credit Lenders with such identical pricing, the Borrower
         shall accept offers from all of such Revolving Credit Lenders in
         amounts allocated among them pro rata according to the amounts offered
         by such Revolving Credit Lenders (with appropriate rounding, in the
         sole discretion of the Borrower, to assure that each accepted CAF
         Advance is an integral multiple of $1,000,000); provided that if the
         number of Revolving Credit Lenders that submit offers for any CAF
         Advance Maturity Date at identical pricing is such that, after the
         Borrower accepts such offers pro rata in accordance with the foregoing
         provisions of this paragraph, the CAF Advance to be made by any such
         Revolving Credit Lender would be less than $5,000,000 principal amount,
         the number of such Revolving Credit Lenders shall be reduced by the
         Administrative Agent by lot until the CAF Advances to be made by each
         such remaining Revolving Credit Lender would be in a principal amount
         of $5,000,000 or an integral multiple of $1,000,000 in excess thereof.

                  (f) If the Borrower notifies the Administrative Agent that a
CAF Advance Request is cancelled pursuant to subsection 2.5(d)(i), the
Administrative Agent shall give prompt telephone or fax notice thereof to the
Revolving Credit Lenders.

                  (g) If the Borrower accepts pursuant to subsection 2.5(d)(ii)
one or more of the offers made by any Revolving Credit Lender or Revolving
Credit Lenders, the Administrative Agent promptly shall notify each Revolving
Credit Lender which has made such an offer of (i) the aggregate amount of such
CAF Advances to be made on such Borrowing Date for each CAF Advance Maturity
Date and (ii) the acceptance or rejection of any offers to make such CAF
Advances made by such Revolving Credit Lender. Before 12:00 Noon, New York City
time, on the Borrowing Date specified in the applicable CAF Advance Request,
each Revolving Credit Lender whose CAF Advance Offer has been accepted shall
make available to the Administrative Agent at its office set forth in subsection
11.2 the amount of CAF Advances to be made by such Revolving Credit Lender, in
immediately available funds. The Administrative Agent will make





                                       23
<PAGE>   30

such funds available to the Borrower as soon as practicable on such date at such
office of the Administrative Agent. As soon as practicable after each Borrowing
Date, the Administrative Agent shall notify each Revolving Credit Lender of the
aggregate amount of CAF Advances advanced on such Borrowing Date and the
respective CAF Advance Maturity Dates thereof.

                  2.6. CAF Advance Payments. (a) The Borrower shall pay to the
Administrative Agent, for the account of the Revolving Credit Lender which has
made such CAF Advance, on the applicable CAF Advance Maturity Date the then
unpaid principal amount of such CAF Advance. The Borrower shall not have the
right to prepay any principal amount of any CAF Advance without the consent of
the Revolving Credit Lender to which such CAF Advance is owed.

                  (b) The Borrower in respect of each CAF Advance shall pay
interest on the unpaid principal amount of such CAF Advance made to the Borrower
from the Borrowing Date to the applicable CAF Advance Maturity Date at the rate
of interest specified in the CAF Advance Offer accepted by the Borrower in
connection with such CAF Advance (calculated on the basis of a 360-day year for
actual days elapsed), payable on each applicable CAF Advance Interest Payment
Date.

                  (c) If any principal of, or interest on, any CAF Advance shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such CAF Advance shall, without limiting any rights of any Revolving
Credit Lender under this Agreement, bear interest from the date on which such
payment was due at a rate per annum which is 2% above the rate which would
otherwise be applicable to such CAF Advance until the stated CAF Advance
Maturity Date of such CAF Advance, and for each day thereafter at a rate per
annum which is 2% above the ABR, in each case until paid in full (as well after
as before judgment). Interest accruing pursuant to this paragraph (c) shall be
payable from time to time on demand.

                  (d) Each CAF Advance shall bear interest for the period from
and including the Borrowing Date of such CAF Advance on the unpaid principal
amount thereof from time to time outstanding at the applicable rate per annum
determined as provided in, and such interest shall be payable as specified in,
subsection 2.6(b).

                  2.7. Certain Restrictions. A CAF Advance Request may request
offers for CAF Advances to be made on not more than one Borrowing Date and to
mature on not more than three CAF Advance Maturity Dates. No CAF Advance Request
may be submitted earlier than five Business Days after submission of any other
CAF Advance Request.

                  2.8. Facility Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Credit Lender a facility
fee, which shall accrue at the Applicable Facility Fee Rate on the daily amount
of the Revolving Credit Commitment of such Lender (whether used or unused)
during the period from and including the Closing Date to but excluding the date
on which such Revolving Credit Commitment terminates; provided that, if such
Lender continues to have any Revolving Credit Exposure after its Revolving
Credit Commitment





                                       24
<PAGE>   31

terminates, then such facility fee shall continue to accrue on the daily amount
of such Lender's Revolving Credit Exposure from and including the date on which
its Revolving Credit Commitment terminates to but excluding the date on which
such Lender ceases to have any Revolving Credit Exposure. All such accrued
facility fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which the Revolving
Credit Commitments terminate, commencing on the first such date to occur after
the date hereof.

                  (b) The Borrower agrees to pay to the Administrative Agent for
the account of each Term Loan Lender a facility fee, which shall accrue at the
Applicable Facility Fee Rate on the daily amount of the unused Term Loan
Commitment of such Lender during the period from and including the Closing Date
to but excluding the date on which such Term Loan Commitment terminates. All
such accrued facility fees shall be payable in arrears on the last day of March,
June, September and December of each year and on the date on which the Term Loan
Commitments terminate, commencing on the first such date to occur after the date
hereof; provided that any facility fees accruing after the date on which the
Term Loan Commitments terminate shall be payable on demand.

                  (c) All facility fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

                  2.9. Utilization Fees. The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Credit Lender a
utilization fee equal to .250% per annum on the daily amount of the Revolving
Credit Commitment of such Lender (whether used or unused), for any day on which
either (a) Term Loans are outstanding or (b) the amount of the Aggregate
Outstandings are in excess of 50% of the Aggregate Commitments, payable in
arrears on the last day of March, June, September and December of each year and
on the date on which the Commitments terminate, commencing on the first such
date to occur after the date hereof; provided that any utilization fees accruing
after the date on which the Commitments terminate shall be payable on demand.
All utilization fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day).

                  2.10. Optional Termination or Reduction of Revolving Credit
Commitments. The Borrower shall have the right, upon not less than five Business
Days' notice from the Borrower to the Administrative Agent to terminate the
Aggregate Revolving Credit Commitment or, from time to time, to reduce the
amount of the Aggregate Revolving Credit Commitment; provided that no such
termination or reduction shall be permitted if, after giving effect thereto and
to any prepayments of the Revolving Credit Loans, the Swing Line Loans and the
CAF Advances (to the extent permitted by subsection 2.6) made on the effective
date thereof, the aggregate principal amount of the Revolving Credit Loans, the
Swing Line Loans and the CAF Advances then outstanding, when added to the then
outstanding L/C Obligations, would exceed the Aggregate Revolving Credit
Commitment then in effect. Any such reduction shall be in an amount equal to
$5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce
permanently the Aggregate Revolving Credit Commitment then in effect.



                                       25
<PAGE>   32

                  2.11. Term Commitments. Subject to the terms and conditions
hereof, each Term Lender severally agrees to make a term loan (a "Term Loan") to
the Borrower on the Funding Date in an amount not to exceed the amount of the
Term Loan Commitment of such Lender. The Term Loans may from time to time be (i)
Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined
by the Borrower and notified to the Administrative Agent in accordance with
subsections 2.12 and 2.17. The Term Loans shall mature and be payable as
provided in subsection 2.13.

                  2.12. Procedure for Term Loan Borrowing. The Borrower shall
give the Administrative Agent irrevocable notice (which notice must be received
by the Administrative Agent prior to 10:00 A.M., New York City time, one
Business Day prior to the Funding Date, if the Term Loans are to be initially
ABR Loans, or three Business Days prior to the Funding Date, if the Term Loans
are to be initially Eurodollar Loans, in whole or in part) requesting that the
Lenders make their portions of the Term Loans available to the Borrower on the
Funding Date. Upon receipt of such notice the Administrative Agent shall
promptly notify each Lender thereof. Not later than 11:00 A.M., New York City
time, on the Funding Date each Lender shall make available to the Administrative
Agent at its office specified in subsection 11.2 the amount of its relevant
portion of its Term Loans in immediately available funds. The Administrative
Agent shall on such date credit the account of the Borrower on the books of such
office of the Administrative Agent with the aggregate of the amounts made
available to the Administrative Agent for the Borrower by the Lenders and in
like funds as received by the Administrative Agent.

                  2.13. Repayment of Term Loans. The Term Loans shall be
borrowed in a lump sum on the Funding Date and repayable in a single payment on
the Termination Date.

                  2.14. Optional Prepayments. Subject to the limitations
contained in subsections 2.1 and 2.6 in respect of prepayments of Revolving
Credit Loans, the Borrower may on the last day of any Interest Period with
respect thereto, in the case of Eurodollar Loans, or at any time and from time
to time, in the case of ABR Loans, prepay the Loans made to the Borrower, in
whole or in part, without premium or penalty, upon at least four Business Days'
irrevocable notice in the case of Eurodollar Loans, and upon irrevocable notice
received by the Administrative Agent prior to 11:00 A.M., New York City time, on
the requested prepayment date in the case of ABR Loans, or upon irrevocable
notice received by the Administrative Agent prior to 11:00 A.M. on the requested
prepayment date in the case of Swing Line Loans, specifying the date and amount
of prepayment, whether the prepayment is of Term Loans, Swing Line Loans,
Revolving Credit Loans or a combination thereof, and, if a combination thereof,
the amount allocable to each and whether the prepayment is of Eurodollar Loans,
ABR Loans or a combination thereof, and, if of a combination thereof, the amount
allocable to each. Upon receipt of any such notice the Administrative Agent
shall promptly notify each relevant Lender thereof. If any such notice is given,
the amount specified in such notice shall be due and payable on the date
specified therein, together with any amounts payable pursuant to subsection 2.26
and, in the case of prepayments of the Term Loans only, accrued interest to such
date on the amount prepaid. Amounts prepaid on account of the Term Loans may not
be reborrowed. Partial prepayments shall be in an aggregate principal amount of
$1,000,000 (or $100,000 in the case of Swing Line Loans) or, in any case, a
whole multiple of $100,000 in excess thereof.




                                       26
<PAGE>   33

                  2.15. Mandatory Prepayments and Commitment Reductions. (a)
Upon receipt by the Borrower or any of its Subsidiaries of any Net Proceeds in
connection with the incurrence of any Indebtedness by the Borrower or such
Subsidiary (other than Excepted Indebtedness), then on the first Business Day
after such incurrence, the Borrower shall prepay the Term Loans as provided for
herein in an amount equal to 100% of such Net Proceeds.

                  (b) Any prepayment required by the terms of this subsection
2.15 shall be applied to the prepayment of the Term Loans until the Term Loans
shall have been satisfied in full. Amounts prepaid on account of the Term Loans
may not be reborrowed.

                  (c) Each prepayment of the Term Loans pursuant to this
subsection 2.15 shall be accompanied by payment in full of all accrued interest
thereon to and including the date of such prepayment, together with any
additional amounts owing pursuant to subsection 2.26.

                  (d) If at any time the Aggregate Outstanding Revolving
Extensions of Credit of all the Revolving Credit Lenders shall exceed the
Aggregate Revolving Credit Commitments by as much as $5,000,000 (by virtue of
any change in the exchange rate of any Foreign Currency in which a Revolving
Credit Loan or a Letter of Credit is denominated or otherwise), the Borrower
shall immediately prepay the Revolving Credit Loans and/or cash collateralize
the then outstanding L/C Obligations by an amount equal to such excess within
three Business Days. Any such cash collateralization of L/C Obligations shall be
accomplished in the manner contemplated in the penultimate paragraph of Section
8 concerning the acceleration of the obligations hereunder.

                  2.16. Swing Line Commitments. (a) Subject to the terms and
conditions hereof and provided no Default or Event of Default shall have
occurred and be continuing, Chase agrees to make swing line loans to the
Borrower (individually, a "Swing Line Loan"; collectively the "Swing Line
Loans") from time to time during the Revolving Credit Commitment Period in an
aggregate principal amount at any one time outstanding not to exceed
$15,000,000, provided that at no time shall the aggregate principal amount of
Swing Line Loans outstanding, when added to Chase's then Aggregate Outstanding
Revolving Extensions of Credit, exceed Chase's Revolving Credit Commitment.
Amounts borrowed under this subsection 2.16 may be repaid and, through but
excluding the Termination Date, reborrowed. All Swing Line Loans shall be made
as ABR Loans and shall not be entitled to be converted into Eurodollar Loans.
Each borrowing of Swing Line Loans shall be in an amount equal to $100,000 or a
whole multiple of $100,000 in excess thereof. The Borrower shall give Chase
irrevocable notice (which notice must be received by Chase prior to 11:00 A.M.,
New York City time), on the requested Borrowing Date specifying the amount of
the requested Swing Line Loan. The proceeds of the Swing Line Loan will be made
available by Chase to the Borrower at the office of Chase by crediting the
account of the Borrower at such office with such proceeds. The Swing Line Loans
shall mature on the Termination Date and bear interest for the period from the
date thereof to the Termination Date on the unpaid principal amount thereof from
time to time outstanding the applicable interest rate per annum determined as
provided in, and payable as specified in, subsection 2.19.

                  (b) Chase at any time in its sole and absolute discretion,
may, and on each Monday (or if such day is not a Business Day, the next Business
Day) shall, on behalf of the Borrower (which hereby irrevocably directs Chase to
act on its behalf) request prior to 11:00 A.M.,





                                       27
<PAGE>   34
New York City time, each Revolving Credit Lender, including Chase, to make a
Revolving Credit Loan to the Borrower in an amount equal to such Revolving
Credit Lender's Revolving Credit Commitment Percentage of the amount of the
Swing Line Loans made to the Borrower (the "Refunded Swing Line Loans")
outstanding on the date such notice is given; provided, that no such request
shall be made at any time when the aggregate principal amount of the Swing Line
Loans at such time does not exceed $1,000,000 (such Swing Line Loans which in
the aggregate do not exceed $1,000,000 are referred to herein as the "Lesser
Swing Line Loans"). Unless any of the events described in paragraph (f) of
Section 8 shall have occurred (in which event the procedures of paragraph (c) of
this subsection 2.16 shall apply) each Revolving Credit Lender shall make the
proceeds of its Revolving Credit Loan to the Borrower available to Chase for the
account of Chase at the office of Chase specified in subsection 11.2 prior to
2:00 P.M., New York City time, in funds immediately available on the date such
notice is given. The proceeds of such Revolving Credit Loans shall be
immediately applied to repay the Refunded Swing Line Loans of the Borrower. Each
Revolving Credit Loan made pursuant to this subsection 2.16(b) shall be an ABR
Loan.

                  (c) If prior to the making of a Revolving Credit Loan to the
Borrower pursuant to paragraph (a) of this subsection 2.16 one of the events
described in paragraph (f) of Section 8 shall have occurred, each Revolving
Credit Lender will on the date such Revolving Credit Loan was to have been made
or the date such Revolving Credit Loan would have otherwise been made had the
Swing Line Loans then outstanding not been Lesser Swing Line Loans, purchase an
undivided participating interest in the Refunded Swing Line Loans or Lesser
Swing Line Loans, as the case may be, in an amount equal to its Revolving Credit
Commitment Percentage of such Refunded Swing Line Loans or Lesser Swing Line
Loans, as the case may be. Each Revolving Credit Lender will immediately
transfer to Chase, in immediately available funds, the amount of its
participation and upon receipt thereof Chase will deliver to such Revolving
Credit Lender a Swing Line Loan participation certificate dated the date of
receipt of such funds and in such amount.

                  (d) Whenever, at any time after Chase has received from any
Revolving Credit Lender such Revolving Credit Lender's participating interest in
a Refunded Swing Line Loan or Lesser Swing Line Loan, as the case may be, Chase
receives any payment on account thereof, Chase will distribute to such Revolving
Credit Lender its participating interest in such amount (appropriately adjusted
in the case of interest payments, to reflect the period of time during which
such Revolving Credit Lender's participating interest was outstanding and
funded); provided, however, that in the event that such payment received by
Chase is required to be returned, such Revolving Credit Lender will return to
Chase any portion thereof previously distributed by Chase to it.

                  (e) Each Revolving Credit Lender's obligation to purchase on a
pro rata basis participating interests pursuant to this subsection 2.16 shall
not be affected by any circumstance (except for any circumstance resulting
solely from the gross negligence on willful misconduct of Chase), including,
without limitation, (i) any set-off, counterclaim, recoupment, defense or other
right which such Revolving Credit Lender or the Borrower may have against Chase,
the Borrower or any other Person for any reason whatsoever; (ii) any adverse
change in the condition (financial or otherwise) of the Borrower; (iii) any
breach of this Agreement by the






                                       28
<PAGE>   35

Borrower or any other Revolving Credit Lender; or (iv) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.

                  2.17. Conversion and Continuation Options. (a) The Borrower
may elect from time to time to convert Eurodollar Loans to ABR Loans by the
Borrower giving the Administrative Agent at least two Business Days' prior
irrevocable notice of such election, provided that any such conversion of
Eurodollar Loans may only be made on the last day of an Interest Period with
respect thereto. The Borrower may elect from time to time to convert ABR Loans
to Eurodollar Loans by the Borrower giving the Administrative Agent at least
three Business Days' prior irrevocable notice of such election. Any such notice
of conversion to Eurodollar Loans shall specify the length of the initial
Interest Period or Interest Periods therefor. Upon receipt of any such notice
the Administrative Agent shall promptly notify each relevant Lender thereof. All
or any part of outstanding Eurodollar Loans and ABR Loans may be converted as
provided herein, provided that (i) no Loan may be converted into a Eurodollar
Loan when any Event of Default has occurred and is continuing and the
Administrative Agent has or the Majority Lenders have determined that such a
conversion is not appropriate, (ii) no Loan may be converted into a Eurodollar
Loan after the date that is one month prior to the Termination Date (in the case
of conversions of Revolving Credit Loans or Term Loans) and (iii) no Swing Line
Loan may be converted into a Eurodollar Loan.

                  (b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection 1.1,
of the length of the next Interest Period to be applicable to such Loans,
provided that no Eurodollar Loan may be continued as such (i) when any Event of
Default has occurred and is continuing and the Administrative Agent has or the
Majority Lenders have determined that such a continuation is not appropriate or
(ii) after the date that is one month prior to the Termination Date (in the case
of continuations of Revolving Credit Loans or Term Loans) and provided, further,
that if the Borrower shall fail to give any required notice as described above
in this paragraph or if such continuation is not permitted pursuant to the
preceding proviso such Loans shall be automatically converted to ABR Loans on
the last day of such then expiring Interest Period.

                  2.18. Maximum Number of Tranches. All borrowings, conversions
and continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be done in such a manner so that, after giving effect thereto,
there shall never be more than 12 Tranches of Term Loans or 12 Tranches of
Revolving Credit Loans outstanding at one time.

                  2.19. Interest Rates and Payment Dates. (a) Each Eurodollar
Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such day
plus the Applicable Margin then in effect.

                  (b) Each ABR Loan shall bear interest at a rate per annum
equal to the ABR plus the Applicable Margin then in effect.

                  (c) If all or a portion of (i) the principal amount of any
Loan, (ii) any interest payable thereon or (iii) any facility fee or other
amount payable hereunder shall not be paid when






                                       29
<PAGE>   36

due (whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum which is (x) in the case of
overdue principal, the rate that would otherwise be applicable thereto pursuant
to the foregoing provisions of this subsection plus 2% or (y) in the case of
overdue interest, facility fees or other amounts, the rate described in
paragraph (b) of this subsection plus 2%, in each case from the date of such
non-payment until such amount is paid in full (as well after as before
judgment).

                  (d) Except as otherwise expressly provided herein, interest
shall be payable in arrears on each Interest Payment Date, provided that
interest accruing pursuant to paragraph (c) of this subsection shall be payable
from time to time on demand.

                  (e) The Applicable Eurodollar Margin-Revolving Credit Loans,
the Applicable Eurodollar Margin-Term Loans, the Applicable ABR Margin-Revolving
Credit Loans, the Applicable ABR Margin-Term Loans (individually or
collectively, the "Applicable Margin") and the Applicable Facility Fee Rate
shall be equal to the percentage per annum set forth in the appropriate column
in the table below, relating to the Borrower's LT Rating by S&P and Moody's. For
purposes of determining the Applicable Margin or the Applicable Facility Fee
Rate, (i) if any of the Borrower's LT Ratings appears in more than one column of
the table, the Applicable Margin and the Applicable Facility Fee Rate will be
based on the column which includes the higher rating (provided that if the
higher rating is more than one Level higher, the Level between the two ratings
shall apply), (ii) if Moody's or S&P, shall not have in effect a LT Rating
(other than because such rating agency shall no longer be in the business of
rating corporate debt obligations), then such rating agency will be deemed to
have established a LT Rating one level lower than the LT rating of either
Moody's or S&P, as the case may be, that remains in effect, (iii) the Applicable
Margin and the Applicable Facility Fee Rate shall be subject to adjustment
(upwards or downwards, as appropriate), effective as of the date on which S&P or
Moody's announces a rating change which results in a change in the Applicable
Margin and the Applicable Facility Fee Rate, and (iv) if the rating system of
either S&P or Moody's shall change, or if either S&P or Moody's shall cease to
be in the business of rating corporate debt obligations, amendments shall be
negotiated in good faith (and shall be effective only upon approval by the
Borrower and the Majority Banks) to the references to specific ratings in the
table below to reflect such changed rating system or the unavailability of
ratings from such rating agency.




                                       30
<PAGE>   37








<TABLE>
<CAPTION>
                                   Level 1        Level 2       Level 3        Level 4       Level 5       Level 6
                                   -------        -------       -------        -------       -------       -------
<S>                             <C>               <C>           <C>            <C>           <C>         <C>
S&P-LT Rating                    A- or better      BBB+           BBB           BBB-           BB+       BB or below

Moody's-LT Rating                A3 or better      Baal           Baa2          Baa3           Ba1       Ba2 or below

Applicable Eurodollar               .375%           .60%           .80%         1.00%         1.20%         1.375%
Margin-Revolving Credit Loans

Applicable Eurodollar                .75%          1.00%          1.25%         1.50%         1.75%          2.00%
Margin-Term Loans

Applicable ABR                       .00%           .00%           .00%          .00%          .20%          .375%
Margin-Revolving Credit Loans

Applicable ABR Margin-Term           .00%           .00%           .25%          .50%          .75%          1.00%
Loans

Applicable Facility                 .125%           .15%           .20%          .25%          .30%          .375%
Fee Rate
</TABLE>


                  2.20. Computation of Interest and Fees. (a) Whenever it is
calculated on the basis of the Prime Rate, interest shall be calculated on the
basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed. Otherwise, interest, facility fees and letter of credit fees shall be
calculated on the basis of a 360-day year for the actual days elapsed. The
Administrative Agent shall as soon as practicable notify the Borrower and the
relevant Lenders of each determination of a Eurodollar Rate. Any change in the
interest rate on a Loan resulting from a change in the ABR, the Eurocurrency
Reserve Requirements, the C/D Assessment Rate or the C/D Reserve Percentage
shall become effective as of the opening of business on the day on which such
change becomes effective. The Administrative Agent shall as soon as practicable
notify the Borrower and the Lenders of the effective date and the amount of each
such change in interest rate.

                  (b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the Lenders in the absence of
manifest error. The Administrative Agent shall, at the request of the Borrower,
deliver to the Borrower a statement showing the quotations used by the
Administrative Agent in determining any interest rate pursuant to subsection
2.19(a).



                                       31
<PAGE>   38

                  2.21. Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

                  (a) the Administrative Agent shall have determined in good
faith (which determination shall be conclusive and binding upon the Borrower)
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 Administrative Agent shall have received notice from
the Majority Lenders that the Eurodollar Rate determined or to be determined for
such Interest Period will not adequately and fairly reflect the cost to such
Lenders (as conclusively certified by such Lenders in good faith) of making or
maintaining their affected Loans during such Interest Period, the Administrative
Agent shall give telecopy or telephonic notice thereof to the Borrower and the
Lenders as soon as practicable thereafter. If such notice is given (x) any
Eurodollar Loans, requested to be made on the first day of such Interest Period
shall be made as ABR Loans, (y) any Loans that were to have been converted on
the first day of such Interest Period to Eurodollar Loans shall be continued as
ABR Loans and (z) any outstanding Eurodollar Loans that were to have been
continued on the first day of such Interest Period shall be converted, on the
first day of such Interest Period, to ABR Loans. Until such notice has been
withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made
or continued as such, nor shall the Borrower have the right to convert Loans to
Eurodollar Loans.

                  2.22. Pro Rata Treatment and Payments. (a) Each borrowing by
the Borrower from the Lenders hereunder (other than any borrowing of Swing Line
Loans or CAF Advances), each payment by the Borrower on account of any facility
fee or utilization fee hereunder (except as otherwise specifically provided
herein) and any reduction of the Commitments of the Lenders shall be made pro
rata according to the respective relevant Commitment Percentages of the Lenders.
Each payment (including each prepayment) by the Borrower on account of principal
of and interest on the Loans made to the Borrower shall be made pro rata
according to the respective principal or interest, as the case may be, in
respect of such Loans then due and owing to the Lenders. All payments (including
prepayments) to be made by the Borrower hereunder and under any Notes, whether
on account of principal, interest, fees or otherwise, shall be made without set
off or counterclaim and shall be made prior to 12:00 Noon, New York City time,
on the due date thereof to the Administrative Agent, for the account of the
Lenders, at the Administrative Agent's office specified in subsection 11.2, in
Dollars and in immediately available funds. The Administrative Agent shall
distribute such payments to the relevant Lenders promptly upon receipt in like
funds as received. If any payment hereunder (other than payments on the
Eurodollar Loans) becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business Day, and, with
respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension. If any payment on a Eurodollar Loan
becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Business Day.




                                       32
<PAGE>   39

                  (b) Unless the Administrative Agent shall have been notified
in writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its relevant Commitment Percentage of such
borrowing available to the Administrative Agent, the Administrative Agent may
assume that such Lender is making such amount available to the Administrative
Agent, and the Administrative Agent may, in reliance upon such assumption, make
available to the Borrower a corresponding amount. If such amount is not made
available to the Administrative Agent by the required time on the Borrowing Date
therefor, such Lender shall pay to the Administrative Agent, on demand, such
amount with interest thereon at a rate equal to the daily average Federal Funds
Effective Rate for the period until such Lender makes such amount immediately
available to the Administrative Agent. A certificate of the Administrative Agent
submitted to any Lender with respect to any amounts owing under this subsection
shall be conclusive in the absence of manifest error. If such Lender's relevant
Commitment Percentage of such borrowing is not made available to the
Administrative Agent by such Lender within three Business Days of such Borrowing
Date, the Administrative Agent shall also be entitled to recover such amount
with interest thereon at the rate per annum applicable to ABR Loans hereunder,
on demand, from the Borrower. The failure of any Lender to make any Loan to be
made by it shall not, in and of itself, relieve any other Lender of its
obligation hereunder to make its Loan on such Borrowing Date.

                  2.23. Illegality. Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof subsequent to the date hereof shall make
it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated
by this Agreement, (a) the commitment of such Lender hereunder to make
Eurodollar Loans, continue Eurodollar Loans as such and convert ABR Loans to
Eurodollar Loans shall forthwith be cancelled and (b) such Lender's Loans then
outstanding as Eurodollar Loans, if any, shall be converted automatically to ABR
Loans on the respective last days of the then current Interest Periods with
respect to such Loans or within such earlier period as required by law. If any
such conversion of a Eurodollar Loan occurs on a day which is not the last day
of the then current Interest Period with respect thereto, the Borrower shall pay
to such Lender such amounts, if any, as may be required pursuant to subsection
2.26.

                  2.24. Requirements of Law. (a) If the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
or compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

                  (i) shall subject any Lender to any tax of any kind whatsoever
         with respect to this Agreement, any Note, any Letter of Credit, any
         Application or any Eurodollar Loan made by it, or change the basis of
         taxation of payments to such Lender in respect thereof (except for
         Non-Excluded Taxes covered by subsection 2.25, net income or franchise
         taxes (imposed in lieu of net income taxes) and changes in the rate of
         tax on the overall net income of such Lender);

                  (ii) shall impose, modify or hold applicable any reserve,
         special deposit, compulsory loan or similar requirement against assets
         held by, deposits or other liabilities in or for the account of,
         advances, loans or other extensions of credit by, or any other




                                       33
<PAGE>   40

         acquisition of funds by, any office of such Lender which is not
         otherwise included in the determination of the Eurodollar Rate
         hereunder; or

                  (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in any
Letter of Credit or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay such Lender,
upon its demand, any additional amounts necessary to compensate such Lender for
such increased cost or reduced amount receivable; provided that before making
any such demand, each Lender agrees to use its reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to designate an
alternative applicable lending office if the making of such designation would
allow the Lender or its applicable lending office to continue to perform its
obligations to make Eurodollar Loans or to continue to fund or maintain
Eurodollar Loans and avoid the need for, or materially reduce the amount of,
such increased costs; provided further, that no Lender will be required to make
any such designation if to do so would result in any material costs to such
Lender, as determined by such Lender in its reasonable discretion. If any Lender
becomes entitled to claim any additional amounts pursuant to this subsection, it
shall promptly notify the Borrower, through the Administrative Agent, of the
event by reason of which it has become so entitled. A certificate as to any
additional amounts payable pursuant to this subsection submitted by such Lender
in good faith, through the Administrative Agent, to the Borrower shall be
conclusive in the absence of manifest error. If the Borrower notifies the
Administrative Agent within five Business Days after any Lender notifies the
Borrower of any increased cost pursuant to the foregoing provisions of this
subsection 2.24, the Borrower may convert all Eurodollar Loans of such Lender
then outstanding into ABR Loans in accordance with subsection 2.17 and,
additionally reimburse such Lender for any cost in accordance with subsection
2.26. This covenant shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder for a period of one
year.

                  (b) If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof does or shall have the effect of
reducing the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under any Letter of Credit to a
level below that which such Lender or such corporation could have achieved but
for such change or compliance (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy) by an amount reasonably
deemed by such Lender to be material, then from time to time, after submission
by such Lender to the Borrower in good faith (with a copy to the Administrative
Agent) of a written request therefor, the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender for such reduction.

                  2.25. Taxes. (a) All payments made by the Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions





                                       34
<PAGE>   41

or withholdings, now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority, excluding net income taxes and franchise
taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent
or any Lender as a result of a present or former connection between the
Administrative Agent or such Lender and the jurisdiction of the Governmental
Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from the
Administrative Agent or such Lender having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement or any
other Loan Document). If any such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions or withholdings ("Non-Excluded Taxes") or Other Taxes
are required to be withheld from any amounts payable to the Administrative Agent
or any Lender hereunder, the amounts so payable to the Administrative Agent or
such Lender shall be increased to the extent necessary to yield to the
Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and
Other Taxes) interest or any such other amounts payable hereunder at the rates
or in the amounts specified in this Agreement, provided, however, that the
Borrower shall not be required to increase any such amounts payable to any
Lender with respect to any Non-Excluded Taxes (i) that are attributable to such
Lender's failure to comply with the requirements of paragraph (d) or (e) of this
Section or (ii) that are United States withholding taxes imposed on amounts
payable to such Lender at the time such Lender becomes a party to this
Agreement, except to the extent that such Lender's assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph.

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

                  (c) Whenever any Non-Excluded Taxes or Other Taxes are payable
by the Borrower, as promptly as possible thereafter the Borrower shall send to
the Administrative Agent for its own account or for the account of the relevant
Lender, as the case may be, a certified copy of an original official receipt
received by the Borrower showing payment thereof. If the Borrower fails to pay
any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Borrower shall indemnify the
Administrative Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by the Administrative Agent or any Lender as a
result of any such failure.

                  (d) Each Lender (or Transferee) that is not a "U.S. Person" as
defined in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver
to the Borrower and the Administrative Agent (or, in the case of a Participant,
to the Lender from which the related participation shall have been purchased)
two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI,
or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a statement substantially in the form of
Exhibit G and a Form W-8BEN, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date





                                       35
<PAGE>   42

such Participant purchases the related participation). In addition, each
Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Non-U.S. Lender. Each
Non-U.S. Lender shall promptly notify the Borrower at any time it determines
that it is no longer in a position to provide any previously delivered
certificate to the Borrower (or any other form of certification adopted by the
U.S. taxing authorities for such purpose). Notwithstanding any other provision
of this paragraph, a Non-U.S. Lender shall not be required to deliver any form
pursuant to this paragraph that such Non-U.S. Lender is not legally able to
deliver.

                  (e) A Lender that is entitled to an exemption from or
reduction of non-U.S. withholding tax under the law of the jurisdiction in which
the Borrower is located, or any treaty to which such jurisdiction is a party,
with respect to payments under this Agreement shall deliver to the Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by the Borrower, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate, provided that such
Lender is legally entitled to complete, execute and deliver such documentation
and in such Lender's judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender.

                  (f) The agreements in this Section shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

                  2.26. Indemnity. The Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by the Borrower in making a
borrowing of, conversion into or continuation of Eurodollar Loans after the
Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by the Borrower in making any
prepayment after the Borrower has given a notice thereof in accordance with the
provisions of this Agreement or (c) the making of a prepayment of Eurodollar
Loans on a day which is not the last day of an Interest Period with respect
thereto. Such indemnification may include an amount equal to the excess, if any,
of (i) the amount of interest which would have accrued on the amount so prepaid,
or not so borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Rate included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) which
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank eurodollar
market. This covenant shall survive the termination of this Agreement and the
payment of the Notes and all other amounts payable hereunder for a period of one
year.

                  2.27. Replacement of Lenders. If (a) the Borrower is obligated
to pay any additional amounts pursuant to subsection 2.24 or 2.25 and the Lender
making any such claim chooses not to designate an alternative lending office, if
applicable, or (b) any of the events described in subsection 2.23 shall occur
and any Lender is thereby prohibited from making or maintaining Eurodollar Loans
as contemplated by this Agreement, the Borrower may, so long as




                                       36
<PAGE>   43

at such time there does not exist any Default or Event of Default, request one
or more replacement financial institutions to take over all or the affected
portion of any such Lender's then outstanding Loans and to assume all or the
affected portion of any such Lender's Commitments and obligations hereunder. If
one or more such replacement financial institutions shall so agree, the Loans
and Commitments of any such affected Lender may, at the discretion of the
Borrower, be (subject to the next succeeding sentence) automatically assigned to
such replacement financial institutions in accordance with subsection 11.6, in
such amounts that the Borrower may designate; provided that prior to any such
assignment, the Borrower shall have paid to any such affected Lender all amounts
owing to it under subsections 2.24, 2.25, 2.26 and 11.5. It is understood that
(i) the Administrative Agent shall have no obligation to identify or locate such
a replacement financial institution and (ii) no such replaced Lender shall be
required to sell to such replacement financial institution its Loans at less
than their par value.

                          SECTION 3. LETTERS OF CREDIT

                  3.1. L/C Commitment. (a) Subject to the terms and conditions
hereof, in reliance on the agreements of the other Lenders set forth in
subsection 3.4(a), Chase, as an Issuing Bank, agrees to continue to hold
outstanding Existing Letters of Credit issued prior to the date hereof and
originally for the account of one of the borrowers party to the Existing Credit
Agreement and each Issuing Bank agrees to issue letters of credit (collectively,
whether Existing Letters of Credit or letters of credit to be issued pursuant to
the terms hereof, "Letters of Credit") for the account of the Borrower on any
Business Day during the Revolving Credit Commitment Period in such form as may
be approved from time to time by such Issuing Bank; provided that such Issuing
Bank shall not, and shall have no obligation to, issue any Letter of Credit if,
after giving effect to such issuance, (i) the L/C Obligations would exceed the
L/C Commitment or (ii) the Available Revolving Credit Commitment of all the
Lenders would be less than zero. Each Letter of Credit shall (i) be denominated
in Dollars or in a Foreign Currency, provided that the aggregate face amount of
all Letters of Credit denominated in such Foreign Currencies (as determined at
the time of issuance of any Letter of Credit) shall not exceed $20,000,000, and
shall be either (x) a standby letter of credit issued to support obligations of
the Borrower or its Subsidiaries, contingent or otherwise for general corporate
needs (a "Standby Letter of Credit"), or (y) a documentary letter of credit in
respect of the purchase of goods or services by the Borrower or its Subsidiaries
in the ordinary course of business (a "Commercial Letter of Credit") and (ii)
expire no later than the earlier of (x) one year from the date of issuance
thereof or (y) five business days prior to the Termination Date, provided that
any Letter of Credit with a one-year tenor may provide for the renewal thereof
for additional one-year periods, which shall in no event extend beyond the date
referred to in clause (ii) above.

                  (b) Each Letter of Credit shall be subject to the Uniform
Customs and, to the extent not inconsistent therewith, the laws of the State of
New York.

                  (c) No Issuing Bank shall at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or cause
such Issuing Bank or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.

                  3.2. Procedure for Issuance of Letters of Credit. The Borrower
may from time to time request that an Issuing Bank issue a Letter of Credit by
delivering to such Issuing Bank at




                                       37
<PAGE>   44

its address for notices specified herein an Application therefor, completed to
the satisfaction of such Issuing Bank, and such other certificates, documents
and other papers and information as may be customary for letters of credit of
the kind being requested and as such Issuing Bank may reasonably request. Upon
receipt of any Application, an Issuing Bank will process such Application and
the certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and shall
promptly issue the Letter of Credit requested thereby (but in no event shall any
Issuing Bank be required to issue any Letter of Credit earlier than three
Business Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed by such Issuing Bank and the Borrower. Each Issuing Bank
shall furnish a copy of such Letter of Credit to the Borrower promptly following
the issuance thereof.

                  3.3. Fees, Commissions and Other Charges. (a) The Borrower
shall (i) pay to the Administrative Agent for the account of the L/C
Participants, and for the account of the relevant Issuing Bank in respect of the
portion of such Letter of Credit in respect of which L/C Participants do not
hold participating interests, a fee with respect to each Letter of Credit
(including, without limitation, Existing Letters of Credit) issued for the
account of the Borrower for each day such Letter of Credit is outstanding, in an
amount equal to a percentage per annum (which percentage shall equal the
Applicable Eurodollar Margin in respect of Eurodollar Revolving Credit Loans in
effect on such day) of the full amount of such Letter of Credit, accruing from
the date of issuance in respect of each Letter of Credit and (ii) pay to such
Issuing Bank for its own account a fronting fee of 0.25% per annum on the
undrawn and unexpired amount of each Letter of Credit. Such fees shall be
payable in arrears on each L/C Fee Payment Date to occur.

                  (b) In addition to the foregoing fees the Borrower shall pay
or reimburse each Issuing Bank for such normal and customary costs and expenses
as are incurred or charged by such Issuing Bank in issuing, effecting payment
under, amending or otherwise administering any Letter of Credit.

                  (c) The Administrative Agent shall, promptly following its
receipt thereof, distribute to the relevant Issuing Bank and the L/C
Participants all fees and commissions received by the Administrative Agent for
their respective accounts pursuant to this subsection.

                  3.4. L/C Participations. (a) Each Issuing Bank irrevocably
agrees to grant and hereby grants to each L/C Participant, and, to induce the
Issuing Banks to continue to hold outstanding Existing Letters of Credit and to
issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to
accept and purchase and hereby accepts and purchases from each Issuing Bank, on
the terms and conditions hereinafter stated, for such L/C Participant's own
account and risk an undivided interest equal to such L/C Participant's Revolving
Credit Commitment Percentage in such Issuing Bank's obligations and rights under
each Letter of Credit issued hereunder (including, without limitation, each
Existing Letter of Credit) and the amount of each draft paid by such Issuing
Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees
with each Issuing Bank that, if a draft is paid under any Letter of Credit for
which such Issuing Bank is not reimbursed in full by the Borrower in accordance
with the terms of this Agreement other than as a result of the gross negligence
or






                                       38
<PAGE>   45

willful misconduct of such Issuing Bank, such L/C Participant shall pay to such
Issuing Bank upon demand at such Issuing Bank's address for notices specified
herein an amount equal to such L/C Participant's Revolving Credit Commitment
Percentage of the amount of such draft, or any part thereof, which is not so
reimbursed.

                  (b) If any amount required to be paid by any L/C Participant
to an Issuing Bank pursuant to this subsection 3.4(a) in respect of any
unreimbursed portion of any payment made by such Issuing Bank under any Letter
of Credit is paid to such Issuing Bank within three Business Days after the date
such payment is due, such L/C Participant shall pay to such Issuing Bank on
demand an amount equal to the product of (i) such amount, times (ii) the daily
average Federal funds rate, as quoted by such Issuing Bank, during the period
from and including the date such payment is required to the date on which such
payment is immediately available to such Issuing Bank, times (iii) a fraction
the numerator of which is the number of days that elapse during such period and
the denominator of which is 360. If any such amount required to be paid by any
L/C Participant pursuant to this subsection 3.4(a) is not in fact made available
to such Issuing Bank by such L/C Participant within three Business Days after
the date such payment is due, such Issuing Bank shall be entitled to recover
from such L/C Participant, on demand, such amount with interest thereon
calculated from such due date at the rate per annum applicable to ABR Loans
hereunder. A certificate of such Issuing Bank submitted to any L/C Participant
with respect to any amounts owing under this subsection shall be conclusive in
the absence of manifest error.

                  (c) Whenever, at any time after an Issuing Bank has made
payment under any Letter of Credit and has received from any L/C Participant its
pro rata share of such payment in accordance with this subsection 3.4(a), such
Issuing Bank receives any payment related to such Letter of Credit (whether
directly from the Borrower or otherwise, including proceeds of collateral
applied thereto by such Issuing Bank), or any payment of interest on account
thereof, such Issuing Bank will distribute to such L/C Participant its pro rata
share thereof; provided, however, that in the event that any such payment
received by such Issuing Bank shall be required to be returned by such Issuing
Bank, such L/C Participant shall return to such Issuing Bank the portion thereof
previously distributed by such Issuing Bank to it.

                  3.5. Reimbursement Obligation of the Borrower. The Borrower
agrees to reimburse each Issuing Bank on each date on which such Issuing Bank
notifies the Borrower of the date and amount of a draft presented under any
Letter of Credit (including, without limitation, any Existing Letter of Credit)
and paid by such Issuing Bank for the amount of (a) such draft so paid and (b)
any taxes (excluding net income taxes and franchise taxes), fees, charges or
other costs or expenses incurred by such Issuing Bank in connection with such
payment (whether with its own funds or with the proceeds of Loans). Each such
payment shall be made to such Issuing Bank at its address for notices specified
herein in lawful money of (x) the United States of America (in the case of
payments made on Dollar-denominated Letters of Credit and payments on Foreign
Currency-denominated Letters of Credit made after any conversion pursuant to
subsection 3.10(b)) or (y) the applicable foreign jurisdiction (in the case of
payments on Foreign Currency-denominated Letters of Credit made before any
conversion pursuant to subsection 3.10(b)) and in immediately available funds.
Interest shall be payable on any and all amounts remaining unpaid by the
Borrower under this subsection from the date such amounts become payable
(whether at stated maturity, by acceleration or otherwise) until




                                       39
<PAGE>   46

payment in full at (i) the rate which would be payable on any overdue Revolving
Credit Loans that are ABR Loans which were then overdue (in the case of the
Dollar-denominated Letters of Credit and, commencing with the date of any
conversion pursuant to subsection 3.10(b), in the case of Foreign
Currency-denominated Letters of Credit) or (ii) the rate which would reasonably
and customarily be charged by such Issuing Bank on outstanding Foreign Currency
loans which were overdue (in the case of Foreign Currency-denominated Letters of
Credit prior to the date of any conversion pursuant to subsection 3.10(b)). Each
drawing under any Letter of Credit shall constitute a request by the Borrower to
the Administrative Agent for a borrowing pursuant to subsection 2.1 of ABR Loans
in the amount of such drawing. The Borrowing Date with respect to such borrowing
shall be the date of such drawing.

                  3.6. Obligations Absolute. The Borrower's obligations under
this Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment which the Borrower may have or have had against any Issuing Bank, any
beneficiary of a Letter of Credit or any other Person. The Borrower also agrees
with each Issuing Bank that such Issuing Bank shall not be responsible for, and
the Borrower's Reimbursement Obligations under subsection 3.5 shall not be
affected by, among other things, the validity or genuineness of documents or of
any endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Borrower and
any beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of the Borrower against
any beneficiary of such Letter of Credit or any such transferee. No Issuing Bank
shall be liable for any error, omission, interruption or delay in transmission,
dispatch or delivery of any message or advice, however transmitted, in
connection with any Letter of Credit, except for errors or omissions caused by
such Issuing Bank's gross negligence or willful misconduct. The Borrower agrees
that any action taken or omitted by an Issuing Bank under or in connection with
any Letter of Credit or the related drafts or documents, if done in the absence
of gross negligence or willful misconduct and in accordance with the standards
or care specified in the Uniform Commercial Code of the State of New York, shall
be binding on the Borrower with respect to any obligations (including, without
limitation, any Reimbursement Obligations) owing to the Lenders hereunder in
connection with any Letter of Credit and shall not result in any liability of
such Issuing Bank to the Borrower.

                  3.7. Letter of Credit Payments. If any draft shall be
presented for payment under any Letter of Credit, the relevant Issuing Bank
shall promptly notify the Borrower of the date and amount thereof. The
responsibility of the relevant Issuing Bank to the Borrower in connection with
any draft presented for payment under any Letter of Credit shall, in addition to
any payment obligation expressly provided for in such Letter of Credit, be
limited to determining that the documents (including each draft) delivered under
such Letter of Credit in connection with such presentment are in conformity with
such Letter of Credit.

                  3.8. Application. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3, the provisions of this Section 3 shall apply.

                  3.9. Currency Adjustments. (a) Notwithstanding anything to the
contrary contained in this Agreement, for purposes of calculating any letter of
credit commission or





                                       40
<PAGE>   47

commitment fee payable in respect of any Business Day, the Administrative Agent
shall convert the amount available to be drawn under any Letter of Credit
denominated in Foreign Currency into an amount of Dollars based upon the
relevant exchange rate (depending upon the Foreign Currency used) determined by
the Administrative Agent to be in effect for such day (which determination shall
be conclusive absent manifest error).

                  (b) Notwithstanding anything to the contrary contained in this
Section 3, the relevant Issuing Bank may at any time prior to the time of
reimbursement (taking into consideration such Issuing Bank's need to eliminate
currency exchange risks associated with any such transaction), convert the
Borrower's obligation to reimburse such Issuing Bank in Foreign Currency
pursuant to subsection 3.5 into an obligation to reimburse such Issuing Bank in
Dollars. The amount of any such converted obligation shall be computed by such
Issuing Bank based upon the Dollar/relevant Foreign Currency exchange rate
determined by such Issuing Bank to be in effect for the day on which such
conversion occurs (which determination shall be conclusive absent manifest
error).

                  (c) Notwithstanding anything to the contrary contained in this
Section 3, prior to demanding any reimbursement from the L/C Participants
pursuant to subsection 3.4(a) in respect of any Letter of Credit denominated in
a Foreign Currency, such Issuing Bank shall convert the Borrower's obligation
under subsection 3.5 to reimburse such Issuing Bank in such Foreign Currency
into an obligation to reimburse such Issuing Bank in Dollars. The Dollar amount
of the reimbursement obligation of the Borrower and the L/C Participants shall
be computed by such Issuing Bank in the manner contemplated in clause (b) above.

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

                  To induce the Administrative Agent and the Lenders to enter
into this Agreement and to make the Loans and issue and/or participate in the
Letters of Credit, the Borrower hereby represents and warrants to the
Administrative Agent and each Lender that:

                  4.1. Financial Condition. (a) The unaudited pro forma
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as
at June 30, 2000 (including the notes thereto) (the "Pro Forma Balance Sheet"),
copies of which have heretofore been furnished to each Lender, has been prepared
giving effect (as if such events had occurred on such date) to (i) the
consummation of the Transaction, (ii) the Loans to be made on the Funding Date
and the use of proceeds thereof and (iii) the payment of fees and expenses in
connection with the foregoing. The Pro Forma Balance Sheet has been prepared
based on the best information available to the Borrower as of the date of
delivery thereof, and presents fairly on a pro forma basis the estimated
financial position of Borrower and its consolidated Subsidiaries as at June 30,
2000, assuming that the events specified in the preceding sentence had actually
occurred at such date.

                  (b) The consolidated balance sheets of the Borrower and its
consolidated Subsidiaries as at September 30, 1998 and September 30, 1999, the
related consolidated statements of income and of cash flows for the fiscal year
ended on each such date, reported on by KPMG Peat Marwick, copies of which have
heretofore been furnished to each Lender are complete and present fairly in all
material respects the consolidated financial condition of the





                                       41
<PAGE>   48

Borrower and its consolidated Subsidiaries as at each such date, and the
consolidated results of their operations and their consolidated cash flows for
the relevant fiscal year then ended. The unaudited consolidated balance sheet of
the Borrower and its consolidated Subsidiaries as at June 30, 2000, the related
unaudited consolidated statements of income and of cash flows for the nine-month
period ended on such date, certified in each case by a Responsible Officer,
copies of which have heretofore been furnished to each Lender, are complete and
present fairly in all material respects the consolidated financial condition of
the Borrower and its consolidated Subsidiaries as at such date, and the
consolidated results of their operations and their consolidated cash flows for
the nine-month period then ended (subject in each case to normal year-end audit
adjustments). All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP (provided that interim
statements may be condensed and exclude footnotes) applied consistently
throughout the periods involved (except as approved by such accountants or
Responsible Officer, as the case may be, and as disclosed therein). Neither the
Borrower nor any of its consolidated Subsidiaries had, at the date of the most
recent balance sheet referred to above, any material Guarantee Obligation,
material contingent liability or liability for taxes, or any long-term lease or
unusual forward or long-term commitment, including, without limitation, any
interest rate or foreign currency swap or exchange transaction, which is not
reflected in the foregoing statements or in the notes thereto or disclosed on a
supplemental basis. During the period from June 30, 2000 to and including the
date hereof there has been no sale, transfer or other disposition by the
Borrower or any of its consolidated Subsidiaries of any material part of its
business or property and no purchase or other acquisition of any business or
property (including any Capital Stock of any other Person) material in relation
to the consolidated financial condition of the Borrower and its consolidated
Subsidiaries at June 30, 2000, except for the Spin-off or as disclosed in the
Borrower's Form 10-Q filed with the Securities and Exchange Commission.

                  (c) The audited consolidated balance sheets of SDS as at
September 30, 1998 and September 30, 1999, and the related consolidated
statements of income and of cash flows for the fiscal years ended on such dates,
reported on by and accompanied by an unqualified report from KPMG Peat Marwick,
present fairly the consolidated financial condition of SDS as at such date, and
the consolidated results of its operations and its consolidated cash flows for
the respective fiscal years then ended. The unaudited consolidated balance sheet
of SDS as at June 30, 2000, and the related unaudited consolidated statements of
income and cash flows for the nine month period ended on such date, present
fairly the consolidated financial condition of SDS as at such date, and the
consolidated results of its operations and its consolidated cash flows for the
nine-month period then ended (subject to normal year-end audit adjustments). All
such financial statements, including the related schedules and notes thereto,
have been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the aforementioned firm of accountants
and disclosed therein). Neither SDS nor any of its consolidated Subsidiaries has
any material Guarantee Obligations, material contingent liabilities and
liabilities for taxes, or any long-term leases or unusual forward or long-term
commitments, including any interest rate or foreign currency swap or exchange
transaction or other obligation in respect of derivatives, that are not
reflected in the most recent financial statements referred to in this paragraph.
During the period from June 30, 2000 to and including the date hereof there has
been no Disposition by SDS or any of its consolidated Subsidiaries of any
material part of its business or property.




                                       42
<PAGE>   49

                  (d) The unaudited Restated Financial Statements present fairly
the consolidated financial condition of the applicable reporting entities as at
the applicable dates, and the consolidated results of its operations and its
consolidated cash flows for the applicable periods then ended (subject to normal
year-end audit adjustments). All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with GAAP
applied consistently throughout the periods involved (except as approved by the
aforementioned firm of accountants and disclosed therein).

                  4.2. No Change. Since September 30, 1999 there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect.

                  4.3. Corporate Existence; Compliance with Law. Each of the
Borrower and its Subsidiaries (a) is duly organized, validly existing and in
good standing (or similar concept under applicable law) under the laws of the
jurisdiction of its organization (except for any Subsidiaries organized under
the laws of a foreign jurisdiction in which the concept of good standing is
inapplicable, as to which no representation or warranty regarding good standing
is made), (b) has the corporate 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, (c) is duly qualified as
a foreign corporation and in good standing (or similar concept under applicable
law) under the laws of each jurisdiction where its ownership, lease or operation
of property or the conduct of its business requires such qualification except to
the extent that the failure to so qualify could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect and (d) is in
compliance with all Requirements of Law except to the extent that the failure to
comply therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.

                  4.4. Corporate Power; Authorization; Enforceable Obligations.
The Borrower has the corporate power and authority, and the legal right, to
make, deliver and perform the Loan Documents to which it is a party and, in the
case of the Borrower, to borrow hereunder and has taken all necessary corporate
action to authorize the borrowings on the terms and conditions of this Agreement
and the Notes and to authorize the execution, delivery and performance of the
Loan Documents to which it is a party. No consent or authorization of, filing
with, notice to or other act by or in respect of, any Governmental Authority or
any other Person is required in connection with the borrowings hereunder or the
continuing operations of the Borrower and its Subsidiaries or with the
execution, delivery, performance, validity or enforceability of the Loan
Documents to which the Borrower or any of its Subsidiaries is a party. This
Agreement has been, and each other Loan Document to which the Borrower or any
Subsidiary is a party will be, duly executed and delivered on behalf of the
Borrower or such Subsidiary. This Agreement constitutes, and each other Loan
Document to which the Borrower or any Subsidiary is a party when executed and
delivered will constitute, a legal, valid and binding obligation of such Loan
Party enforceable against such Loan Party in accordance with its terms, except
as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or similar laws affecting creditors' rights generally, general
equitable principles (whether in equity or at law) and an implied covenant of
good faith and fair dealing.

                  4.5. No Legal Bar. The execution, delivery and performance of
the Loan Documents to which any Loan Party is a party, the borrowings hereunder
and the use of the




                                       43
<PAGE>   50

proceeds thereof will not violate any Requirement of Law or Contractual
Obligation of the Borrower or of any of its Subsidiaries and will not result in,
or require, the creation or imposition of any Lien on any of its or their
respective properties or revenues pursuant to any such Requirement of Law or
Contractual Obligation (other than as required by the Loan Documents) in each
case, which could reasonably be expected to have a Material Adverse Effect.

                  4.6. No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Borrower, threatened by or against the Borrower or any
of its Subsidiaries or against any of its or their respective properties or
revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby, or (b) which could reasonably be
expected to have a Material Adverse Effect, except as set forth on Schedule 4.6.

                  4.7. No Default. Neither the Borrower nor any of its
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.

                  4.8. Ownership of Property; Liens. Each of the Borrower and
its Subsidiaries has good record and indefeasible title in fee simple to, or a
valid leasehold interest in, all its material real property, and good title to,
or a valid leasehold interest in, all its other material property, and none of
such property is subject to any Lien except as permitted by subsection 7.3.

                  4.9. Intellectual Property. The Borrower and each of its
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted except for those the failure to own or license
which could not reasonably be expected to have a Material Adverse Effect (the
"Intellectual Property"). No claim is pending and to the knowledge of the
Borrower no claim has been asserted by any Person challenging or questioning the
use of any such Intellectual Property or the validity or effectiveness of any
such Intellectual Property, nor does the Borrower know of any valid basis for
any such claim which could reasonably be expected to have a Material Adverse
Effect. The use of such Intellectual Property by the Borrower and its
Subsidiaries does not infringe on the rights of any Person, except for such
claims and infringements that, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

                  4.10. No Burdensome Restrictions. Except as set forth on
Schedule 4.10 hereto, no Requirement of Law or Contractual Obligation of the
Borrower or any of its Subsidiaries could reasonably be expected to have a
Material Adverse Effect.

                  4.11. Taxes. Each of the Borrower and its Subsidiaries has
filed or caused to be filed all material tax returns which, to the knowledge of
the Borrower, are required to be filed and has paid all taxes shown to be due
and payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any taxes, assessments, fees
or other changes the amount or validity of which are currently being contested
in good faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been






                                       44
<PAGE>   51

provided on the books of the Borrower or its Subsidiaries, as the case may be);
no tax Lien has been filed, and, to the knowledge of the Borrower, no claim is
being asserted, with respect to any such tax, fee or other charge which could
reasonably be expected to have a Material Adverse Effect.

                  4.12. Federal Regulations. No part of the proceeds of any
Loans will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U of the Board
of Governors of the Federal Reserve System as now and from time to time
hereafter in effect or for any purpose which violates the provisions of the
Regulations of such Board of Governors. If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 referred to in said Regulation U.

                  4.13. ERISA. Neither a Reportable Event nor an "accumulated
funding deficiency" (within the meaning of Section 412 of the Code or Section
302 of ERISA) has occurred during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Single
Employer Plan and each Plan has complied in all respects with the applicable
provisions of ERISA and the Code, except where the failure to comply could not
reasonably be expected to have a Material Adverse Effect. No termination of a
Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan
has arisen, during such five-year period which could reasonably be expected to
have a Material Adverse Effect. The present value of all accrued benefits under
each Single Employer Plan (based on those assumptions used to fund such Plans)
did not, as of the last annual valuation date prior to the date on which this
representation is made or deemed made, exceed the value of the assets of such
Plans allocable to such accrued benefits by more than $20,000,000 in the
aggregate taking into account only those Single Employer Plans whose accrued
benefits exceed such assets. Neither the Borrower nor any Commonly Controlled
Entity has had a complete or partial withdrawal from any Multiemployer Plan, and
neither the Borrower nor any Commonly Controlled Entity would become subject to
any liability under ERISA if the Borrower or any such Commonly Controlled Entity
were to withdraw completely from all Multiemployer Plans as of the valuation
date most closely preceding the date on which this representation is made or
deemed made. No such Multiemployer Plan is in Reorganization or Insolvent. The
present value (determined using actuarial and other assumptions which are
reasonable in respect of the benefits provided and the employees participating)
of the liability of the Borrower for post retirement benefits to be provided to
their current and former employees under Plans which are welfare benefit plans
(as defined in Section 3(1) of ERISA) does not, in the aggregate, exceed the
assets under all such Plans allocable to such benefits by an amount which could
reasonably be expected to have a Material Adverse Effect.

                  4.14. Investment Company Act; Other Regulations. The Borrower
is not an "investment company," or a company "controlled" by an "investment
company," within the meaning of the Investment Company Act of 1940, as amended.
The Borrower is not subject to any regulation under any Federal or state statute
or regulation which limits its ability to incur Indebtedness.



                                       45
<PAGE>   52

                  4.15. Subsidiaries. (i) Subject to updates of said Schedule
4.15 from time to time, which will be delivered to the Administrative Agent, the
Subsidiaries listed on Schedule 4.15(a) constitute all the Subsidiaries of the
Borrower as of the date hereof and (ii) the organizational structure of the
Borrower and its Subsidiaries is as specified on Schedule 4.15(b).

                  4.16. Purpose of Loans. (i) The proceeds of the Term Loans
shall be used to finance the Transaction and to pay related fees and expenses
and (ii) the proceeds of the Revolving Credit Loans, the Swing Line Loans and
CAF Advances shall be used for the general corporate purposes, including
acquisitions permitted hereunder and commercial paper backup, of the Borrower
and its Subsidiaries.

                  4.17. Environmental Matters. (a) To the best knowledge of the
Borrower, the facilities and properties owned, leased or operated by the
Borrower or any of its Subsidiaries (the "Properties") do not contain, and have
not previously contained, any Materials of Environmental Concern in amounts or
concentrations which (i) constitute or constituted a violation of, or (ii) could
reasonably be expected to give rise to liability under, any Environmental Law
except in either case insofar as such violation or liability, or any aggregation
thereof, is not reasonably likely to result in a Material Adverse Effect.

                  (b) To the best knowledge of the Borrower, the Properties and
all operations at the Properties are in compliance, and have in the last five
years been in compliance, in all material respects with all applicable
Environmental Laws, and there is no contamination at, under or about the
Properties or violation of any Environmental Law with respect to the Properties
or the business operated by the Borrower or any of its Subsidiaries (the
"Business") which could materially interfere with the continued operation of the
Properties or materially impair the fair saleable value thereof.

                  (c) Neither the Borrower nor any of its Subsidiaries has
received any notice of violation, alleged violation, non-compliance, liability
or potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business, nor
does the Borrower have knowledge or reason to believe that any such notice will
be received or is being threatened except insofar as such notice or threatened
notice, or any aggregation thereof, does not involve a matter or matters that is
or are reasonably likely to result in a Material Adverse Effect.

                  (d) To the best knowledge of the Borrower, Materials of
Environmental Concern have not been transported or disposed of from the
Properties in violation of, or in a manner or to a location which could
reasonably be expected to give rise to liability under, any Environmental Law,
nor have any Materials of Environmental Concern been generated, treated, stored
or disposed of at, on or under any of the Properties in violation of, or in a
manner that could reasonably be expected to give rise to liability under, any
applicable Environmental Law except insofar as any such violation or liability
referred to in this paragraph, or any aggregation thereof, is not reasonably
likely to result in a Material Adverse Effect.

                  (e) No judicial proceeding or governmental or administrative
action is pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Borrower or any Subsidiary is or will be named as
a party with respect to the Properties or the






                                       46
<PAGE>   53

Business, nor are there any consent decrees or other decrees, consent orders,
administrative orders or other orders, or other administrative or judicial
requirements outstanding under any Environmental Law with respect to the
Properties or the Business except insofar as such proceeding, action, decree,
order or other requirement, or any aggregation thereof, is not reasonably likely
to result in a Material Adverse Effect.

                  (f) To the best knowledge of the Borrower, there has been no
release or threat of release of Materials of Environmental Concern at or from
the Properties, or arising from or related to the current or past operations of
the Borrower or any Subsidiary in violation of or in amounts or in a manner that
could reasonably give rise to liability under Environmental Laws except insofar
as any such violation or liability referred to in this paragraph, or any
aggregation thereof, is not reasonably likely to result in a Material Adverse
Effect.

                  4.18. Solvency. On the Closing Date and after giving effect to
the borrowings hereunder on such date and to all other Indebtedness and
Guarantee Obligations being incurred on such date, (a) the property, at a fair
valuation, of the Borrower will exceed the Borrower's debts, (b) the Borrower
will be able to pay its liability on its debts as such debts become absolute and
matured, and (c) the Borrower will have, as of such date, sufficient capital
with which to conduct its business. For purposes of this subsection, "debt"
means "liability on a claim", "claim" means any (i) right to payment, whether or
not such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured
or unsecured, or (ii) right to an equitable remedy for breach of performance if
such breach gives rise to a right to payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured,
disputed, undisputed, secured or unsecured.

                  4.19. Corporate Structure. Except as set forth on Schedule
4.19 hereto and other than qualifying shares held by directors and qualifying
shareholders in certain Subsidiaries which are Controlled Foreign Corporations,
all of the outstanding shares of capital stock or other indicia of ownership
interests of each Subsidiary of the Borrower are owned directly or indirectly by
the Borrower.

                  4.20. Accuracy and Completeness of Information. No statement
or information contained in this Agreement, any other Loan Document, the
Confidential Information Memorandum or any other document, certificate or
statement furnished by or on behalf of any Loan Party to the Administrative
Agent or the Lenders, or any of them, for use in connection with the
transactions contemplated by this Agreement or the other Loan Documents,
contained as of the date such statement, information, document or certificate
was so furnished (or, in the case of the Confidential Information Memorandum, as
of the date of this Agreement), any untrue statement of a material fact or
omitted to state a material fact necessary to make the statements contained
herein or therein not misleading. The projections and pro forma financial
information contained in the materials referenced above are based upon good
faith estimates and assumptions believed by management of the Borrower to be
reasonable at the time made, it being recognized by the Lenders that such
financial information as it relates to future events is not to be viewed as fact
and that actual results during the period or periods covered by such financial
information may differ from the projected results set forth therein by a
material amount. There is no fact known to any Loan Party that could reasonably
be expected to have a Material Adverse Effect




                                       47
<PAGE>   54

that has not been expressly disclosed herein, in the other Loan Documents, in
the Confidential Information Memorandum or in any other documents, certificates
and statements furnished to the Administrative Agent and the Lenders for use in
connection with the transactions contemplated hereby and by the other Loan
Documents.

                  4.21. Labor Matters. There are no strikes pending or, to the
Borrower's knowledge, threatened against the Borrower or any of its Subsidiaries
which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. The hours worked and payments made to employees of the
Borrower and each of its Subsidiaries have not been in violation of the Fair
Labor Standards Act or any other applicable Requirement of Law, except to the
extent such violations could not, individually or in the aggregate, be
reasonably expected to have a Material Adverse Effect. All material payments due
from the Borrower or any of its Subsidiaries, on account of wages and employee
health and welfare insurance and other benefits have been paid or accrued as a
liability on the books of the Borrower or such Subsidiary.

                  4.22. Subsidiary Guarantors. The Subsidiary Guarantors include
each Subsidiary of the Borrower other than a (i) Controlled Foreign Corporation
and (ii) Specified Entity.

                        SECTION 5. CONDITIONS PRECEDENT

                  5.1. Conditions Precedent to Effectiveness. This agreement
shall become effective on and as of the first date on which the following
conditions precedent have been satisfied (so long as such date shall occur no
later than December 31, 2000):

                  (a) Credit Agreement; Subsidiaries Guarantee. The
Administrative Agent shall have received (i) this Agreement executed and
delivered by the Administrative Agent, the Borrower and each Person listed on
Schedule I and (ii) the Subsidiaries Guarantee executed and delivered by each
Subsidiary of the Borrower (which is not a Controlled Foreign Corporation or a
Specified Entity).

                  (b) Fees. The Lenders and the Administrative Agent shall have
received all fees required to be paid, and all expenses for which invoices have
been presented (including the reasonable fees and expenses of legal counsel), on
or before the Closing Date.

                  (c) Closing Certificate. The Administrative Agent shall have
received a certificate of each Loan Party, dated the Closing Date, substantially
in the form of Exhibit A, with appropriate insertions and attachments,
satisfactory in form and substance to the Administrative Agent, executed by a
duly authorized officer and the Secretary or any Assistant Secretary of each
Loan Party.

                  (d) Legal Opinions. The Administrative Agent shall have
received the following executed legal opinions:

                  (i) the legal opinion of Quarles & Brady, counsel to the
         Borrower and its Subsidiaries, substantially in the form of Exhibit
         B-1; and




                                       48
<PAGE>   55

                  (ii) the legal opinion of R. Jeffrey Harris, general counsel
         of the Borrower and its Subsidiaries, substantially in the form of
         Exhibit B-2.

         Each such legal opinion shall cover such other matters incident to the
         transactions contemplated by this Agreement as the Administrative Agent
         may reasonably require.

                  (e) Business Plan. The Lenders shall have received a
satisfactory business plan for fiscal years 2000-2005 and a satisfactory written
analysis of the business and prospects of the Borrower and its Subsidiaries for
the period.

                  5.2. Conditions to Initial Extension of Credit. The agreement
of each Lender to make the initial extension of credit requested to be made by
it is subject to the satisfaction, prior to or concurrently with the making of
such extension of credit on the first date (the "Funding Date") on which the
following conditions precedent have been satisfied (so long as such date shall
occur no later than January 31, 2001) of the following conditions precedent:

                  (a) Transaction, etc. The following transactions shall have
         been consummated, in each case on terms and conditions reasonably
         satisfactory to the Lenders:

                           (i) The Spin-Off and Restructuring shall have been
                  consummated pursuant to satisfactory documentation, and no
                  provision thereof shall have been waived, amended,
                  supplemented or otherwise modified;

                           (ii) The Borrower shall have received at least
                  $362,500,000 from the net cash proceeds of equity (including
                  the repayment by SDS of loans outstanding under the Existing
                  Credit Agreement) from SDS on satisfactory terms and
                  conditions;

                           (iii) The Sources and Uses of Funds in respect of the
                  Transaction shall be reasonably satisfactory to the Lenders;
                  and

                           (iv) The Administrative Agent shall have received
                  satisfactory evidence that the Existing Credit Agreement shall
                  have been terminated and all amounts thereunder shall have
                  been paid in full and (ii) satisfactory arrangements shall
                  have been made for the termination of all Liens granted in
                  connection therewith.

                  (b) Pro Forma Balance Sheet; Financial Statements. The Lenders
         shall have received (i) the Pro Forma Balance Sheet, (ii) audited
         consolidated financial statements of the Borrower and SDS for the 1998
         and 1999 fiscal years and unaudited interim consolidated financial
         statements of the Borrower and SDS for each fiscal period ended
         subsequent to the date of the latest applicable audited financial
         statements referred to above, in each case accompanied by unaudited
         restated financial statements (the "Restated Financial Statements") for
         the same period giving effect to the Spin-Off and Restructuring as if
         they had occurred prior to the beginning of such period.

                  (c) Approvals. All governmental and third party approvals
         necessary or, in the discretion of the Administrative Agent, reasonably
         advisable in connection with the





                                       49
<PAGE>   56

         Transaction, the continuing operations of the Borrower and the
         transactions contemplated hereby shall have been obtained and be in
         full force and effect, and all applicable waiting periods shall have
         expired without any action being taken or threatened by any competent
         authority that would restrain, prevent or otherwise impose adverse
         conditions on the Transaction or the financing contemplated hereby.

                  5.3. Conditions to Each Extension of Credit. The agreement of
each Lender to make any extension of credit requested to be made by it on any
date (including, without limitation, the extensions of credit to be made on the
Funding Date) is subject to the satisfaction of the following conditions
precedent:

                  (a) Representations and Warranties. Each of the
         representations and warranties made by the Borrower and the other Loan
         Parties in or pursuant to the Loan Documents (other than pursuant to
         subsection 4.2) shall be true and correct in all material respects on
         and as of such date as if made on and as of such date.

                  (b) No Default. No Default or Event of Default shall have
         occurred and be continuing on such date or after giving effect to the
         extension of credit requested to be made on such date.

Each borrowing by and Letter of Credit issued on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such extension of credit that the conditions contained in this
subsection 5.3 have been satisfied.


                        SECTION 6. AFFIRMATIVE COVENANTS

                  The Borrower hereby agrees that, so long as the Commitments
remain in effect, any Note or any Letter of Credit remains outstanding and
unpaid or any other amount is owing to any Lender or the Administrative Agent
hereunder, the Borrower shall and (except in the case of delivery of financial
information, reports and notices) shall cause each of its Subsidiaries to:

                  6.1. Financial Statements. Furnish to each Lender:

                  (a) as soon as available, but in any event within 90 days
after the end of each fiscal year of the Borrower, a copy of (i) the
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as
at the end of such year and the related consolidated statements of income and
stockholders' equity and of cash flows for such year, setting forth in each case
in comparative form the figures for the previous year, reported on without a
"going concern" or like qualification or exception, or qualification arising out
of the scope of the audit, by independent certified public accountants of
nationally recognized standing and (ii) the consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at the end of such fiscal year,
showing inter-company eliminations, and the related consolidated statements of
income and stockholders' equity and changes in financial position of the
Borrower and its consolidated Subsidiaries for such year, showing inter-company
eliminations, setting forth in comparative form the figures for the previous
year, certified by a Responsible Officer as being fairly stated in all material
respects when considered in relation to the consolidated financial statements of
the Borrower and its consolidated Subsidiaries taken as a whole;




                                       50
<PAGE>   57

                  (b) as soon as available, but in any event not later than 45
days after the end of each of the first three quarterly periods of each fiscal
year of the Borrower, the unaudited consolidated balance sheet of the Borrower
and its consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of income and stockholders' equity and of cash
flows of the Borrower and its consolidated Subsidiaries for such quarter and the
portion of the fiscal year through the end of such quarter and the related
unaudited consolidating financial statements of the Borrower and its
Subsidiaries for such quarter and the portion of the fiscal year through such
quarter, setting forth in each case in comparative form the figures for the
previous year, certified by a Responsible Officer as being, with respect to the
consolidated financial statements referred to above, fairly stated in all
material respects and, with respect to the consolidating financial statements
referred to above, fairly stated in all material respects when considered in
relation to the consolidated financial statements of the Borrower and its
consolidated Subsidiaries taken as a whole (subject to normal year-end audit
adjustments);

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
(provided that interim statements may be condensed and exclude footnotes)
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

                  6.2. Certificates; Other Information. Furnish to each Lender:

                  (a) concurrently with the delivery of the financial statements
referred to in subsections 6.1(a) and 6.1(b), a certificate of a Responsible
Officer (i) stating that, to the best of such Officer's knowledge, the Borrower
during such period has observed or performed all of its covenants and other
agreements, and satisfied every condition, contained in this Agreement, in the
Notes and the other Loan Documents to which it is a party to be observed,
performed or satisfied by it, and that such Officer has obtained no knowledge of
any Default or Event of Default except as specified in such certificate, and
(ii) showing in detail the calculations supporting such statement in respect of
subsection 7.1;

                  (b) within five days after the same are sent, copies of all
financial statements and reports which the Borrower sends to its stockholders,
and within five days after the same are filed, copies of all financial
statements and reports which the Borrower may make to, or file with, the
Securities and Exchange Commission or any successor or analogous Governmental
Authority;

                  (c) concurrently with the delivery of the financial statements
referred to in subsections 6.1(a) and 6.1(b), a certificate of a Responsible
Officer of the Borrower indicating the Borrower's Interest Coverage Ratio and
Consolidated Leverage Ratio for such period and Consolidated Net Worth as of the
end of such period of four fiscal quarters of the Borrower;

                  (d) concurrently with the delivery of the financial statements
referred to in subsection 6.1(a), a certificate of the independent certified
public accountants reporting on such financial statements stating that in making
the examination necessary therefor no knowledge was obtained of any Default or
Event of Default relating to the covenants contained in subsections 7.1, 7.2,
7.4 and 7.7, except as specified in such certificate;



                                       51
<PAGE>   58

                  (e) concurrently with the delivery of the financial statements
referred to in subsections 6.1(a) and 6.1(b), (i) a presentation, in reasonable
detail, of the financial data relied upon in arriving at any figure for cost
reductions assumed in the calculation of the Consolidated Leverage Ratio and
(ii) a certificate of a Responsible Officer of the Borrower stating that such
officer reasonably believes that any such cost reductions (as certified pursuant
to subsection 6.2(c)) are related to the applicable acquisition and are
immediately realizable as of the date of such acquisition and that such officer
has no reason to believe such cost reductions are incorrect in any material
respect; and

                  (f) promptly, such additional financial and other information
as any Lender may from time to time reasonably request.

                  6.3. Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the Borrower or its Subsidiaries, as the case may be.

                  6.4. Conduct of Business and Maintenance of Existence.
Continue to engage in business of the same general type as now conducted by it
and preserve, renew and keep in full force and effect its corporate existence
and take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business except as otherwise
permitted pursuant to subsection 7.4; comply with all Contractual Obligations
and Requirements of Law except to the extent that failure to comply therewith
could not, in the aggregate, be reasonably expected to have a Material Adverse
Effect.

                  6.5. Maintenance of Property; Insurance. Keep all property
useful and necessary in its business in good working order and condition;
maintain with financially sound and reputable insurance companies insurance on
all its property in at least such amounts and against at least such risks (but
including in any event public liability, product liability and business
interruption) as are usually insured against in the same general area by
companies engaged in the same or a similar business; and furnish to each Lender,
upon written request, full information as to the insurance carried.

                  6.6. Inspection of Property; Books and Records; Discussions.
Keep proper books of records and account in which full, true and correct entries
in conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities; and permit
representatives of any Lender to visit and inspect any of its properties and
examine and make abstracts from any of its books and records at any reasonable
time and as often as may reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the Borrower and its
Subsidiaries with officers and employees of the Borrower and its Subsidiaries
and with its independent certified public accountants.

                  6.7. Notices. Promptly give notice to the Administrative Agent
and each Lender of:

                  (a) the occurrence of any Default or Event of Default;




                                       52
<PAGE>   59

                  (b) any (i) default or event of default under any Contractual
Obligation of the Borrower or any of its Subsidiaries or (ii) litigation,
investigation or proceeding which may exist at any time between the Borrower or
any of its Subsidiaries and any Governmental Authority, which in either case, if
not cured or if adversely determined, as the case may be, could reasonably be
expected to have a Material Adverse Effect;

                  (c) any litigation or proceeding affecting the Borrower or any
of its Subsidiaries in which there is a reasonable probability that damages
against the Borrower or any of its Subsidiaries will be recovered in the amount
of $8,000,000 or more and such damages will not be covered by insurance, or any
litigation or proceeding in which the amount of damages sought is $8,000,000 or
more and in which there is a reasonable probability that injunctive or similar
relief will be granted;

                  (d) the following events, as soon as possible and in any event
within 30 days after the Borrower knows or has reason to know thereof: (i) the
occurrence or expected occurrence of any Reportable Event with respect to any
Plan, a failure to make any required contribution to a Plan, the creation of any
Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination,
Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution
of proceedings or the taking of any other action by the PBGC, the Borrower or
any Commonly Controlled Entity or any Multiemployer Plan with respect to the
withdrawal from, or the terminating, Reorganization or Insolvency of, any Plan;
and

                  (e) any development or event which has had or could reasonably
be expected to have a Material Adverse Effect.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto.

                  6.8. Environmental Laws. (a) Comply with, and ensure
compliance by all tenants and subtenants, if any, with, all applicable
Environmental Laws and obtain and comply with and maintain, and ensure that all
tenants and subtenants obtain and comply with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws except to the extent that failure to do so could
not be reasonably expected to have a Material Adverse Effect.

                  (b) Conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply with all lawful orders and directives of
all Governmental Authorities regarding Environmental Laws except to the extent
that the same are being contested in good faith by appropriate proceedings and
the pendency of such proceedings could not be reasonably expected to have a
Material Adverse Effect.

                  6.9. Subsidiaries Guarantee Delivered by New Subsidiaries.
Cause any Person (other than any Person which is a Controlled Foreign
Corporation or Specified Entity) which becomes a Subsidiary of the Borrower
after the Closing Date to execute and deliver a Subsidiaries Guarantee,
substantially in the form of Exhibit H to this Agreement.



                                       53
<PAGE>   60

                         SECTION 7. NEGATIVE COVENANTS

                  The Borrower hereby agrees that, so long as the Commitments
remain in effect, any Note or any Letter of Credit remains outstanding and
unpaid or any other amount is owing to any Lender or the Administrative Agent
hereunder, the Borrower shall not, and (except with respect to subsection 7.1)
shall not permit any of its Subsidiaries to, directly or indirectly:

                  7.1. Financial Condition Covenants.

                  (a) Maintenance of Net Worth. Permit Consolidated Net Worth as
at the last day of any fiscal quarter commencing with the fiscal quarter ended
March 31, 2001 to be less than the sum of (i) $580,000,000, (ii) 50% of
cumulative Consolidated Net Income for each fiscal quarter of the Borrower
(beginning with the fiscal quarter ending December 31, 2000) for which
Consolidated Net Income is positive, (iii) 100% of the Net Proceeds of any
offering by the Borrower of common equity consummated after the Closing Date and
(iv) 100% of any capital contribution made to the Borrower or any of its
Subsidiaries after the Closing Date by a holder of the Borrower's Capital Stock.

                  (b) Interest Coverage Ratio. Permit the Interest Coverage
Ratio for any period of four consecutive fiscal quarters of the Borrower
commencing with the fiscal quarter ending March 31, 2001 to be less than 4.00 to
1.00; provided, that for the purposes of determining the ratio described above
for the fiscal quarters of the Borrower ending March 31, 2001, June 30, 2001,
and September 30, 2001, (i) Consolidated Interest Expense for the relevant
period shall be deemed to equal Consolidated Interest Expense for such fiscal
quarter (and, in the case of the latter two such determinations, each previous
fiscal quarters commencing after the Closing Date) multiplied by 4, 2 and 4/3,
respectively, and (ii) Consolidated Adjusted EBITDA for the quarter ended June
30, 2000 shall be deemed to equal $73,100,000 and Consolidated Adjusted EBITDA
for the quarter ended September 30, 2000 shall be deemed to equal $65,600,000.

                  (c) Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio as at the last day of any period of four consecutive fiscal
quarters of the Borrower commencing with the fiscal quarter ending December 31,
2000 to exceed 2.75 to 1.00.; provided, that for the purposes of determining
this ratio, Consolidated Adjusted EBITDA shall be deemed to equal $74,500,000
for the quarter ended March 31, 2000, $73,1000,000 for the quarter ended June
30, 2000 and $65,600,000 for the quarter ended September 30, 2000.

                  7.2. Limitation on Indebtedness. Create, incur, assume or
suffer to exist any Indebtedness, except:

                  (a) Indebtedness of the Borrower under this Agreement and the
other Loan Documents;

                  (b) additional Indebtedness incurred at any time so long as
prior to and after giving effect to any such incurrence no Default or Event of
Default shall have occurred and be continuing and the Borrower is in compliance
with Section 7.1(c), provided that the first $300,000,000 in Net Proceeds of
Long-Term Debt shall be applied to prepay the Term Loans in





                                       54
<PAGE>   61

accordance with subsection 2.15; and provided, further, that all such
Indebtedness incurred by Subsidiaries of the Borrower shall not exceed 5% of the
Borrower's Consolidated Total Assets;

                  (c) Indebtedness in respect of a Receivables Transfer Program;

                  (d) Indebtedness in respect of the Existing Securities Loan
Agreement; and

                  (e) Indebtedness of the Borrower to any Subsidiary and of any
Subsidiary Guarantor to the Borrower or any other Subsidiary.

                  7.3. Limitation on Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except for:

                  (a) Liens for taxes not yet due or which are being contested
in good faith by appropriate proceedings, provided that adequate reserves with
respect thereto are maintained on the books of the Borrower or its Subsidiaries,
as the case may be, in conformity with GAAP (or, in the case of foreign
Subsidiaries, generally accepted accounting principles in effect from time to
time in their respective jurisdictions of incorporation);

                  (b) carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other like Liens arising in the ordinary course of
business which are not overdue for a period of more than 60 days or which are
being contested in good faith by appropriate proceedings;

                  (c) pledges or deposits in connection with workers'
compensation, unemployment insurance and other social security legislation;

                  (d) deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business;

                  (e) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not material in amount and which do not in any case materially
detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the Borrower or such Subsidiary;

                  (f) Liens on assets of the Borrower or its Subsidiaries not in
excess of 5% of the Consolidated Total Assets of the Borrower, provided that
such Liens shall not secure Long-Term Debt the proceeds of which are required
pursuant to Section 7.2(b) to be applied to prepay the Term Loans in accordance
with subsection 2.15;

                  (g) Liens in the nature of licenses that arise in the ordinary
course of business and consistent with past practice;

                  (h) Liens in connection with the Sale Leaseback Agreement;



                                       55
<PAGE>   62

                  (i) Liens on accounts receivable and related ancillary rights
sold pursuant to the Receivables Transfer Program in accordance with Section
7.4(v); and

                  (j) attachment or judgment Liens in an aggregate amount
outstanding at any one time not in excess of $1,500,000; provided that the
attachment or judgment related thereto is discharged, vacated, stayed, or bonded
pending appeal within 60 days from the entry thereof.

                  7.4. Limitations on Fundamental Changes; Asset Sales.. Merge
into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or sell, transfer, lease or otherwise dispose of
(in one transaction or in a series of transactions) all or any substantial part
of its assets, or all or substantially all of the stock of any to its
Subsidiaries (in each case, whether now owned or hereafter acquired), or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing (i) any
Subsidiary or other Person may merge into the Borrower in a transaction in which
the Borrower is the surviving corporation, (ii) any Subsidiary or other Person
may merge into any Subsidiary in a transaction in which the surviving entity is
a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise
dispose of its assets to the Borrower or to another Subsidiary; (iv) any
Subsidiary may liquidate or dissolve if the Borrower determines in good faith
that such liquidation or dissolution is in the best interests of the Borrower
and is not materially disadvantageous to the Lender provided that any such
merger involving a person that is not a Wholly Owned Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by subsection
7.10 and (v) the Borrower or any Subsidiary may sell, transfer, encumber or
otherwise dispose of accounts receivable and related ancillary rights pursuant
to a Receivables Transfer Program; provided that (i) all sales, transfers,
encumbrances or dispositions are made for fair value and for cash consideration
equal to at least 85% of fair value, and (ii) at no time shall more than
$100,000,000 in book value as determined in accordance with GAAP of such
accounts receivable (and related ancillary rights) be subject to an agreement
for such sale, transfer, encumbrance or disposition.

                  7.5. Limitation on Dividends. Declare or pay any dividend
(other than dividends payable solely in common stock of the Borrower) on, or
make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any shares of any class of Capital Stock of the Borrower or any
warrants or options to purchase any such Capital Stock, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of the Borrower or
any Subsidiary (such declarations, payments, setting apart, purchases,
redemptions, defeasances, retirements, acquisitions and distributions being
herein called "Restricted Payments"), except that, so long as no Default or
Event of Default has occurred and is continuing or would result therefrom, any
Restricted Payment may be made if, after giving effect thereto, the sum of the
Restricted Payments made from and after September 30, 2000 is not greater than
the Restricted Payment Allowance as of such date.

                  7.6. Modification of Capitalization Documents. Amend,
supplement or otherwise modify any of the Capitalization Documents without
giving the Administrative Agent at least ten days prior notice of such
amendment, supplement or modification and in any event in such a




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manner which shall not be deemed by the Majority Lenders to be adverse to their
interests hereunder.

                  7.7. Limitation on Investments, Loans and Advances. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or make any other investment in, any Person,
except:

                  (a) extensions of trade credit in the ordinary course of
business;

                  (b) investments in Cash Equivalents;

                  (c) loans and advances to employees of the Borrower or its
Subsidiaries for travel, entertainment and relocation expenses in the ordinary
course of business;

                  (d) investments by the Borrower in or loans or advances by the
Borrower to its Subsidiaries and investments by such Subsidiaries in or loans or
advances by such Subsidiaries to the Borrower and in or to other Subsidiaries
(including the investment for creation of such Subsidiary); provided, however,
that any such investment constituting Indebtedness of any Subsidiary shall be
permitted only if such Indebtedness is permitted by subsection 7.2;

                  (e) so long as no Event of Default has occurred and is
continuing or would occur as a result thereof, the Borrower and its Subsidiaries
may purchase securities or any assets constituting a business unit or product
line of, or make any other investment in, another Person; provided that any such
purchase or investment does not violate any other agreement contained herein;

                  (f) extensions or renewals of existing investments on
substantially identical terms;

                  (g) investments in the ordinary course of business not to
exceed $1,000,000;

                  (h) investments in Interest Rate Agreements and foreign
exchange contracts not to exceed an aggregate notional amount of $600,000,000
entered into for non-speculative purposes;

                  (i) loans in an aggregate principal amount not to exceed
$500,000 individually and $2,500,000 in the aggregate at any time outstanding
with terms not to exceed 180 days, which terms may not be extended or refinanced
beyond the original maturity thereof; and

                  (j) investments made in connection with the Receivables
Transfer Program.

                  7.8. Limitation on Transactions with Affiliates. Enter into
any transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate unless
such transaction is (a) otherwise permitted under this Agreement, (b) in the
ordinary course of the Borrower's or such Subsidiary's business and (c) upon
fair and reasonable terms no less favorable to the Borrower or such Subsidiary,
as the case may be, than it would obtain in a comparable arm's length
transaction with a Person which





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is not an Affiliate; provided that (i) any transaction which repatriates the
earnings of a foreign Subsidiary to a domestic Subsidiary shall be deemed to be
permitted under this Agreement and (ii) this section shall not prohibit or
restrict transactions between the Borrower or any subsidiary and any
special-purpose entity created as part of a Receivables Transfer Program.

                  7.9. Limitation on Changes in Fiscal Year. Permit the fiscal
year of the Borrower to end on a day other than September 30.

                  7.10. Limitation on Lines of Business. Enter into any
business, either directly or through any Subsidiary by acquisition or otherwise,
except for those businesses in which the Borrower and its Subsidiaries are
engaged on the date of this Agreement or which are related thereto.

                  7.11. Restrictions Affecting Subsidiaries. Enter into, or
suffer to exist, any Contractual Obligation with any Person other than the
Borrower, which prohibits or limits the ability of any Subsidiary to (a) pay
dividends or make other distributions or pay any Indebtedness owed to the
Borrower or any other Subsidiary, (b) make loans or advances to the Borrower or
any other Subsidiary or (c) transfer any of its properties or assets to the
Borrower or any other Subsidiary.

                  7.12. Limitation on Negative Pledge Clauses. Enter into with
any Person any agreement which prohibits or limits the ability of the Borrower
or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than (a) this Agreement, (b) agreements in respect of the
Long-Term Debt (provided that any limitation contained therein shall be solely a
customary clause requiring the Long-Term Debt to be equally and ratably secured
by any collateral pledged to secure the Obligations hereunder) and (c) any
purchase money mortgages or Financing Leases permitted by this Agreement (in
which cases, any prohibition or limitation shall only be effective against the
assets financed thereby).



                         SECTION 8. EVENTS OF DEFAULT.

                  If any of the following events shall occur and be continuing:

                  (a) The Borrower shall fail to pay any principal of any Note
when due in accordance with the terms thereof or hereof; or the Borrower shall
fail to pay any interest on any Note, or any other amount payable hereunder,
within five days after any such interest or other amount becomes due in
accordance with the terms thereof or hereof; or

                  (b) Any representation or warranty made or deemed made by the
Borrower or any other Loan Party herein or in any other Loan Document or which
is contained in any certificate, document or financial or other statement
furnished by it at any time under or in connection with this Agreement or any
such other Loan Document shall prove to have been incorrect in any material
respect on or as of the date made or deemed made; or




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<PAGE>   65

                  (c) The Borrower or any other Loan Party shall default in the
observance or performance of any agreement contained in Sections 6.7(a) and
Section 7 of this Agreement; or

                  (d) The Borrower or any other Loan Party shall default in the
observance or performance of any other agreement contained in this Agreement or
any other Loan Document (other than as provided in paragraphs (a) through (c) of
this Section), and such default shall continue unremedied for a period of 30
days; or

                  (e) The Borrower or any of its Subsidiaries shall (i) default
in any payment of principal of or interest (regardless of amount) of any
Indebtedness (other than the Notes) having an aggregate principal amount in
excess of $5,000,000 or in the payment (regardless of amount) of any Guarantee
Obligation (other than the Subsidiaries Guarantee) in excess of $5,000,000,
beyond the period of grace (not to exceed 30 days), if any, provided in the
instrument or agreement under which such Indebtedness or Guarantee Obligation
was created; or (ii) default in the observance or performance of any other
agreement or condition relating to any such Indebtedness or Guarantee Obligation
or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee
Obligation (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to become due prior to its stated maturity or such Guarantee
Obligation to become payable; or

                  (f) (i) The Borrower or any of its Subsidiaries shall commence
any case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or the
Borrower or any of its Subsidiaries shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against the Borrower
or any of its Subsidiaries any case, proceeding or other action of a nature
referred to in clause (i) above which (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days; or (iii) there shall be
commenced against the Borrower or any of its Subsidiaries any case, proceeding
or other action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its assets
which results in the entry of an order for any such relief which shall not have
been vacated, discharged, or stayed or bonded pending appeal within 60 days from
the entry thereof; or (iv) the Borrower or any of its Subsidiaries shall take
any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above;
or (v) the Borrower or any of its Subsidiaries shall generally not, or shall be
unable to, or shall admit in writing its inability to, pay its debts as they
become due; or

                  (g) (i) Any Person shall engage in any "prohibited
transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code)
involving any Plan, (ii) any "accumulated





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<PAGE>   66

funding deficiency" (as defined in Section 302 of ERISA), whether or not waived,
shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan
shall arise on the assets of the Borrower or any Commonly Controlled Entity,
(iii) a Reportable Event shall occur with respect to, or proceedings shall
commence to have a trustee appointed, or a trustee shall be appointed, to
administer or to terminate, any Single Employer Plan, which Reportable Event or
commencement of proceedings or appointment of a trustee is, in the reasonable
opinion of the Majority Lenders, likely to result in the termination of such
Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
terminate for purposes of Title IV of ERISA, (v) the Borrower or any Commonly
Controlled Entity shall, or in the reasonable opinion of the Majority Lenders is
likely to, incur any liability in connection with a withdrawal from, or the
Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or
condition shall occur or exist with respect to a Plan; and in each case in
clauses (i) through (vi) above, 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

                  (h) One or more judgments or decrees shall be entered against
the Borrower or any of its Subsidiaries involving in the aggregate a liability
(not paid or fully covered by insurance) of $5,000,000 or more, and all such
judgments or decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within 60 days from the entry thereof; or

                  (i) Any Guarantee shall cease, for any reason, to be in full
force and effect or any Guarantor shall so assert; or

                  (j) (i) Any Person or "group" (within the meaning of Section
13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) (other than
any Person which is an Affiliate of the Borrower as of the date hereof) (A)
shall have acquired beneficial ownership of more than 30% of any outstanding
class of Capital Stock having ordinary voting power in the election of directors
of the Borrower or (B) shall obtain the power (whether or not exercised) to
elect a majority of the Borrower's directors or (ii) the Board of Directors of
the Borrower shall not consist of a majority of Continuing Directors; as used in
this paragraph "Continuing Directors" shall mean the directors of the Borrower
on the Closing Date and each other director, if such other director's nomination
for election to the Board of Directors of the Borrower is recommended by a
majority of the then Continuing Directors;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Commitments to the Borrower shall immediately terminate and
the Loans made to the Borrower hereunder (with accrued interest thereon) and all
other amounts owing by the Borrower under this Agreement (including, without
limitation, all amounts of L/C Obligations owing by the Borrower, whether or not
the beneficiaries of the then outstanding relevant Letters of Credit shall have
presented the documents required thereunder) and the Loans of the Borrower shall
immediately become due and payable, and (B) if such event is any other Event of
Default, either or both of the following actions may be taken: (i) with the
consent of the Majority Lenders, the Administrative Agent may, or upon the
request of the Majority Lenders, the Administrative Agent shall, by notice to
the Borrower declare the Commitments of the Borrower to be terminated forthwith,
whereupon such Commitments shall immediately terminate; and (ii) with the
consent of the Majority Lenders, the Administrative Agent may, or upon the
request of the Majority Lenders, the





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Administrative Agent shall, by notice to the Borrower, declare the Loans made to
the Borrower hereunder (with accrued interest thereon) and all other amounts
owing by the Borrower under this Agreement (including, without limitation, all
amounts of L/C Obligations owing hereunder, whether or not the beneficiaries of
the then outstanding relevant Letters of Credit shall have presented the
documents required thereunder) and the Loans of the Borrower to be due and
payable forthwith, whereupon the same shall immediately become due and payable.

         With respect to all Letters of Credit, if the Indebtedness hereunder
has been accelerated pursuant to the preceding paragraph with respect to which
presentment for honor shall not have occurred at the time of such acceleration,
the Borrower shall at such time deposit in a cash collateral account opened by
the Administrative Agent an amount equal to the sum of (i) the aggregate then
undrawn and unexpired amount of such Letters of Credit and (ii) commissions,
fees and estimated expenses (in each case as determined pursuant to subsection
3.3) expected to be incurred hereunder over a one year period. Amounts held in
such cash collateral account shall be applied by the Administrative Agent to the
payment of drafts drawn under such Letters of Credit, and the unused portion
thereof after all such Letters of Credit shall have expired or been fully drawn
upon, if any, shall be applied to repay other obligations of the Borrower
hereunder and under any Notes. After all the Letters of Credit issued pursuant
to the terms hereof shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of
the Borrower hereunder and under any Notes shall have been paid in full, the
balance, if any, in such cash collateral account shall be returned to the
Borrower. The Borrower shall execute and deliver to the Administrative Agent,
for the account of the relevant Issuing Bank and the L/C Participants, such
further documents and instruments as the Administrative Agent may request to
evidence the creation and perfection of the security interest in such cash
collateral account.

         Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.

                                   SECTION 9.

                             [Intentionally Omitted]

               SECTION 10. THE ADMINISTRATIVE AGENT; THE ARRANGER

                  10.1. Appointment. Each Lender hereby irrevocably designates
and appoints The Chase Manhattan Bank as the Administrative Agent of such Lender
under this Agreement and the other Loan Documents, and each such Lender
irrevocably authorizes The Chase Manhattan Bank, as the Administrative Agent for
such Lender, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Administrative Agent by the terms
of this Agreement and the other Loan Documents, together with such other powers
as are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere in this Agreement, the Administrative Agent shall not have
any duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.



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                  10.2. Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement and the other Loan Documents by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys in-fact selected by it with reasonable care.

                  10.3. Exculpatory Provisions. Neither the Administrative Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except for its or such Person's own gross negligence or
willful misconduct) or (ii) responsible in any manner to any of the Lenders for
any recitals, statements, representations or warranties made by the Borrower or
any officer thereof contained in this Agreement or any other Loan Document or in
any certificate, report, statement or other document referred to or provided for
in, or received by the Administrative Agent under or in connection with, this
Agreement or any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or the Notes or any
other Loan Document (except as the effectiveness or enforceability of any Loan
Document may be affected by the due execution or delivery thereof by the
Administrative Agent) or for any failure of the Borrower to perform its
obligations hereunder or thereunder. The Administrative Agent shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of the Borrower or any of its Subsidiaries.

                  10.4. Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any Note, writing, resolution, notice, consent, certificate, affidavit, letter,
telecopy, telex or teletype message, statement, order or other document or
conversation reasonably and in good faith believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel (including, without limitation,
counsel to the Borrower), independent accountants and other experts selected by
the Administrative Agent. The Administrative Agent may deem and treat the payee
of any Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Majority Lenders (or as otherwise required by subsection 11.1) as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and any Notes and the other Loan Documents in accordance with a
request of the Majority Lenders (or as otherwise required by subsection 11.1),
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Lenders and all future holders of any Notes.

                  10.5. Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received notice from a
Lender or the Borrower referring to this





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Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give prompt notice
thereof to the Lenders. The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by
the Majority Lenders (except as otherwise required by subsection 11.1); provided
that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of the
Lenders.

                  10.6. Non-Reliance on Administrative Agent and Other Lenders.
Each Lender expressly acknowledges that neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
has made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
the Borrower or any of its Subsidiaries, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Lender. Each
Lender represents to the Administrative Agent that it has, independently and
without reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Borrower and the
Subsidiaries of the Borrower and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Lender also represents that it
will, independently and without reliance upon the Administrative Agent or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement and the other
Loan Documents, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and other condition
and creditworthiness of the Borrower and its Subsidiaries. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent hereunder, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of the Borrower and its
Subsidiaries which may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

                  10.7. Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their pro rata shares of the Aggregate Commitment in effect
on the date on which indemnification is sought under this subsection (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with their pro rata shares of the Aggregate Commitment immediately prior to such
date), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time (including, without limitation, at any
time following the payment of the Loans) be imposed on, incurred by or asserted
against the Administrative Agent in its capacity as such in any way relating to
or arising out of this Agreement, any of the other Loan Documents or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or





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omitted by the Administrative Agent under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from the Administrative Agent's gross negligence or willful misconduct. The
agreements in this subsection shall survive the payment of the Loans and all
other amounts payable hereunder.

                  10.8. Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower as though the
Administrative Agent were not the Administrative Agent hereunder and under the
other Loan Documents. With respect to its Loans made or renewed by it and any
Note issued to it, the Administrative Agent shall have the same rights and
powers under this Agreement and the other Loan Documents as any Lender and may
exercise the same as though it were not the Administrative Agent, and the terms
"Lender" and "Lenders" shall include the Administrative Agent in its individual
capacity.

                  10.9. Successor Administrative Agent. The Administrative Agent
may resign as Administrative Agent upon 20 days' notice to the Lenders. If the
Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Majority Lenders shall appoint from among
the Lenders a successor agent for the Lenders, which successor agent shall be
approved by the Borrower, whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of any Notes. After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of
this subsection shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement and the
other Loan Documents.

                  10.10. The Arranger, Documentation Agent and Syndication
Agent. The Arranger, Documentation Agent and Syndication Agent shall have no
duties or responsibilities, and shall incur no liability, under this Agreement
or the other Loan Documents.

                           SECTION 11. MISCELLANEOUS

                  11.1. Amendments and Waivers. Neither this Agreement, any Note
or any other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
subsection. With the written consent of the Majority Lenders, the Administrative
Agent may, from time to time, (a) enter into with the Borrower (and, in the case
of any Loan Document other than this Agreement, the Borrower or any Subsidiary,
as the case may be, party thereto) written amendments, supplements or
modifications hereto and the other Loan Documents for the purpose of adding any
provisions to this Agreement or the other Loan Documents or changing in any
manner the rights of the Lenders or the Borrower hereunder or thereunder or (b)
waive any of the requirements of this Agreement or the other Loan Documents or
any Default or Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, supplement or






                                       64
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modification shall (i) reduce the amount or extend the scheduled date of
maturity of any L/C Disbursement or Note or of any installment thereof, or
reduce the stated rate of any interest or fee payable hereunder or extend the
scheduled date of any payment thereof or increase the amount or extend the
expiration date of any Lender's Commitment, in each case without the consent of
each Lender directly affected thereby, or (ii) amend, modify or waive any
provision of this subsection or reduce the percentage specified in the
definition of Majority Lenders, or consent to the assignment or transfer by the
Borrower, of any of its rights and obligations under this Agreement and the
other Loan Documents or release all or substantially all (based on the financial
value thereof) of the Subsidiaries party to the Subsidiaries Guarantee, in each
case without the written consent of all the Lenders, or (iii) amend, modify or
waive any provision of Section 10 without the written consent of the then
Administrative Agent. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Borrower, the Lenders, the Administrative Agent and all future holders
of the Loans. In the case of any waiver, the Borrower, the Lenders and the
Administrative Agent shall be restored to their former position and rights
hereunder and under the Loan Documents, and any Default or Event of Default
waived shall be deemed to be cured and not continuing; but no such waiver shall
extend to any subsequent or other Default or Event of Default, or impair any
right consequent thereon.

                  11.2. Notices. All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or three days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrower and the
Administrative Agent, and as set forth in Schedule I in the case of the other
parties hereto, or to such other address as may be hereafter notified by the
respective parties hereto and any future holders of the Loans:

         The Borrower:     Sybron International Corporation
                           dba Apogent Technologies
                           10 Pleasant Street
                           Suite 300
                           Portsmouth, New Hampshire 03801
                           Attention: Secretary
                           Telecopy: (603) 436-3719

    The Administrative
                Agent:     The Chase Manhattan Bank
                           Loan and Agency Services Group
                           One Chase Manhattan Plaza, 8th Floor
                           New York, New York  10081
                           Attention:  Patricia Ciocco
                           Telecopy:  (212) 552-5662

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsection 2.2, 2.5, 2.10, 2.14, 2.16 or 2.17 shall
not be effective until received.




                                       65
<PAGE>   72

                  11.3. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Administrative Agent or any
Lender, any right, remedy, power or privilege hereunder or under the other Loan
Documents shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

                  11.4. Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the Notes and the making of the Loans hereunder.

                  11.5. Payment of Expenses and Taxes. The Borrower agrees (a)
to pay or reimburse the Administrative Agent for all its reasonable
out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification to,
this Agreement, the Notes and the other Loan Documents and any other documents
prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including,
without limitation, the fees and disbursements of counsel to the Administrative
Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all
its reasonable costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the other Loan Documents and
any such other documents, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent and to the several Lenders
(including the reasonable allocated fees and expenses of in-house counsel), and
(c) to pay, indemnify, and hold each Lender and the Administrative Agent
harmless from, any and all recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying, stamp, excise and other
taxes similar in nature, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold each Lender and the Administrative Agent (and their
respective directors, officers, employees and agents) harmless from and against
any and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Loan Documents and any such other
documents, including, without limitation, any of the foregoing relating to the
violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of the Borrower, any of its Subsidiaries or any of
the Properties (all the foregoing in this clause (d), collectively, the
"indemnified liabilities"), provided, that the Borrower shall have no obligation
hereunder to the Administrative Agent or any Lender with respect to indemnified
liabilities arising from the gross negligence or willful misconduct of the
Administrative Agent or any such Lender, respectively. The agreements in this
subsection shall survive repayment of the Loans and all other amounts payable
hereunder.




                                       66
<PAGE>   73

                  11.6. Successors and Assigns; Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of the
Borrower, the Lenders, the Administrative Agent, all future holders of the Loans
and their respective successors and assigns, except that (subject to subsection
7.4) neither the Borrower may assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of each
Lender.

                  (b) Any Lender may, in the ordinary course of its business and
in accordance with applicable law, at any time sell to one or more banks or
other entities ("Participants") participating interests in any Loan owing to
such Lender, any Note held by such Lender, any Commitment of such Lender or any
other interest of such Lender hereunder and under the other Loan Documents. In
the event of any such sale by a Lender of a participating interest to a
Participant, such Lender's obligations under this Agreement to the other parties
to this Agreement shall remain unchanged, such Lender shall remain solely
responsible for the performance thereof, such Lender shall remain the holder of
any such Note for all purposes under this Agreement and the other Loan
Documents, and the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. In no event shall
any Participant under any such participation have any right to approve any
amendment or waiver of any provision of any Loan Document, or any consent to any
departure by any Loan Party therefrom, except to the extent that such amendment,
waiver or consent would reduce the principal of, or interest on, the Loans or
any fees payable hereunder, or postpone the date of the final maturity of the
Loans, in each case to the extent subject to such participation. The Borrower
agrees that if amounts outstanding under this Agreement and any Notes are due or
unpaid, or shall have been declared or shall have become due and payable upon
the occurrence of an Event of Default, each Participant shall be deemed to have
the right of setoff in respect of its participating interest in amounts owing
under this Agreement and any Note to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement or any Note, provided that, in purchasing such participating interest,
such Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in subsection 11.7(a) as fully as if it were a
Lender hereunder. The Borrower also agrees that each Participant shall be
entitled to the benefits of subsections 2.24, 2.25 and 2.26 with respect to its
participation in the Commitments and the Loans outstanding from time to time as
if it were a Lender; provided that, in the case of subsection 2.26 such
Participant shall have complied with the requirements of said subsection and
provided, further, that no Participant shall be entitled to receive any greater
amount pursuant to any such subsection than the transferor Lender would have
been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.

                  (c) Any Lender may, in the ordinary course of its business and
in accordance with applicable law, at any time and from time to time assign,
whether or not on a pro rata basis, to any Lender or any Affiliate or Related
Fund thereof or, with the consent of the Administrative Agent and the Borrower
(which shall not be unreasonably withheld or delayed), provided that no such
consent of the Borrower shall be required if an Event of Default has occurred
and is continuing, to an additional bank, financial institution or other entity
approved by the Administrative Agent and the Borrower ("an Assignee") all or any
part of its rights and obligations under this Agreement and any Note (provided
that any such partial assignment (other than to another Lender or to an
affiliate of a Lender) must be in a minimum amount of the lesser




                                       67
<PAGE>   74

of (A) $5,000,000, (provided that, after giving effect thereto, the assigning
Lender shall have commitments and Loans aggregating at least $5,000,000) or (B)
such lesser amount agreed to by the Administrative Agent and the Borrower)
pursuant to an Assignment and Acceptance, substantially in the form of Exhibit
C, executed by such Assignee, such assigning Lender (and, in the case of an
Assignee that is not then a Lender or an Affiliate or Related Fund thereof, by
the Administrative Agent and the Borrower) and delivered to the Administrative
Agent for its acceptance and recording in the Register. Upon such execution,
delivery, acceptance and recording, from and after the effective date determined
pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be
a party hereto and, to the extent provided in such Assignment and Acceptance,
have the rights and obligations of a Lender hereunder with a Commitment as set
forth therein, and (y) the assigning Lender thereunder shall, to the extent
provided in such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under this Agreement, such assigning Lender shall cease to be a party hereto).

                  (d) The Administrative Agent, as agent for the Borrower, shall
maintain at its address referred to in subsection 11.2 a copy of each Assignment
and Acceptance delivered to it and a register (the "Register") for the
recordation of the names and addresses of the Lenders and the Commitments and
the Commitment Percentages of, and principal amount of the Revolving Credit
Loans and/or Term Loans owing to, each Lender from time to time and the
registered owners of the Obligation(s) evidenced by any Note(s). Notes and the
Obligations evidenced thereby may be assigned or otherwise transferred in whole
or in part only by registration of such assignment or transfer on the Register
(and each Note shall expressly so provide). Any assignment or transfer of all or
part of such Obligation(s) and any Note(s) evidencing the same shall be
registered on the Register only upon surrender for registration of assignment or
transfer of any Note(s) evidencing such Obligation(s), duly endorsed by (or
accompanied by a written instrument of assignment or transfer duly executed by)
the holder thereof, and thereupon one or more new Note(s) in the same aggregate
principal amount shall be issued to the designated Assignee(s) and the old
Note(s) shall be returned by the Administrative Agent to the Borrower marked
"cancelled." No assignment of any Note or obligations shall be effective unless
it has been recorded in the Register as provided in this subsection 11.6(d). The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrower, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register as the owner of the Loan recorded therein
for all purposes of this Agreement. The Register shall be available for
inspection by the Borrower or any Lender at any reasonable time and from time to
time upon reasonable prior notice.

                  (e) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an Assignee (and, in the case of an Assignee that is
not then a Lender or an Affiliate thereof, by the Administrative Agent and the
Borrower) together with payment to the Administrative Agent by the assigning
Lender or such Assignee of a registration and processing fee of $4,000 (or
$1,000 in the case of an Assignee that is already a Lender), the Administrative
Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the
closing date determined pursuant thereto record the information contained
therein in the Register and give notice of such acceptance and recordation to
the Lenders and the Borrower. If requested by any Lender, on or prior to such
effective date, the Borrower, at its own expense, shall execute and





                                       68
<PAGE>   75

deliver to the Administrative Agent (in exchange for the relevant Note, if any,
of the assigning Lender) a new Note, as the case may be, to the order of such
Assignee in amounts reflecting the Revolving Credit Commitment or applicable
Term Loan, as the case may be, assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained a Note, as the case may be,
to the order of the assigning Lender in amounts reflecting the Revolving Credit
Commitment or applicable Term Loan, as the case may be, retained by it
hereunder. Such new Notes shall be dated the Funding Date, and shall otherwise
be in the form of the Note replaced thereby.

                  (f) Subject to the provisions of subsection 11.15, the
Borrower authorizes each Lender to disclose to any Participant or Assignee
(each, a "Transferee") and any prospective Transferee any and all financial
information in such Lender's possession concerning the Borrower and its
Affiliates which has been delivered to such Lender by or on behalf of the
Borrower pursuant to this Agreement or which has been delivered to such Lender
by or on behalf of the Borrower in connection with such Lender's credit
evaluation of the Borrower and their Affiliates prior to becoming a party to
this Agreement.

                  (g) Nothing herein shall prohibit any Lender from pledging or
assigning any Note to any Federal Reserve Bank in accordance with applicable law
and any Lender that is a fund that invests in bank loans may, without the
consent of the Administrative Agent or the Borrower, assign or pledge all or any
portion of its Loans and its Notes to any holders of obligations owed, or
securities issued, by such fund as security for such obligations or securities,
or to any trustee for, or any other representative of, such holders; provided
that any foreclosure or similar action by such trustee shall be subject to the
provisions of this subsection 11.6.

                  (h) Notwithstanding anything to the contrary contained herein,
any Lender, (a "Granting Lender") may grant to a special purpose funding vehicle
(an "SPC") of such Granting Lender, identified as such in writing from time to
time by the Granting Lender to the Administrative Agent, the option to provide
to the Borrower all or any part of any Loan that such Granting Lender would
otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to
make any Loan, (ii) if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof and (iii) no SPC or
Granting Lender shall be entitled to receive any greater amount pursuant to
subsection 2.23, 2.24 or 2.25 than the Granting Lender would have been entitled
to received had the Granting Lender not otherwise granted such SPC the option to
provide any Loan to the Borrower. The making of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if,
such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement for which a Lender would otherwise be liable for so long
as, and to the extent that, the related Granting Lender makes such payment. In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPC, it will not institute against, or
join any other person in instituting against, such SPC any bankruptcy,
reorganization, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof.
Notwithstanding the foregoing, the Granting Lender unconditionally





                                       69
<PAGE>   76

agrees to indemnify the Borrower, the Administrative Agent and each Lender
against all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be incurred by or asserted against the Borrower, the
Administrative Agent or such Lender, as the case may be, in any way relating to
or arising as a consequence of any such forbearance or delay in the initiation
of any such proceeding against its SPC. Each party hereto hereby acknowledges
and agrees that no SPC shall have any voting rights hereunder and that the
voting rights attributable to any extensions of credit made by an SPC shall be
exercised only by the relevant Granting Lender. Each Granting Lender shall serve
as the administrative agent and attorney in fact for its SPC and shall on behalf
of its SPC receive any and all payments made for the benefit of such SPC and
take all actions hereunder to the extent, if any, such SPC shall have any rights
hereunder. The Borrower, the Administrative Agent and the Lenders may rely
thereon without any requirement that the SPC sign or acknowledge the same. In
addition, notwithstanding anything to the contrary contained in this Section,
any SPC may (i) with notice to, but without the prior written consent of, the
Borrower and the Administrative Agent, assign all or a portion of its interest
in any Loans to the Granting Lender and (ii) disclose on a confidential basis
any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPC.

                  11.7. Adjustments; Set-off. (a) If any Lender (a "benefited
Lender") shall at any time receive any payment of all or part of the Loans owing
to it, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in subsection 8(f) or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of such other Lender's Loans then due and owing, or
interest thereon then due and owing, such benefited Lender shall purchase for
cash from such other Lender a participating interest in such portion of each
such other Lender's Revolving Credit Loans, Term Loans or CAF Advances, as the
case may be, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such
benefited Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such
benefited Lender, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest.

                  (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Borrower hereunder or under any Notes (whether at the stated maturity, by
acceleration or otherwise) to set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Lender or any branch or
agency thereof to or for the credit or the account of the Borrower. Each Lender
agrees promptly to notify the Borrower and the Administrative Agent after any
such set-off and application made by such Lender, provided that the failure to
give such notice shall not affect the validity of such set-off and application.




                                       70
<PAGE>   77

                  11.8. Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

                  11.9. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  11.10. Integration. This Agreement and the other Loan
Documents represent the entire agreement of the Borrower, the Administrative
Agent and the Lenders with respect to the subject matter hereof, and there are
no promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to subject matter hereof not expressly set forth or
referred to herein or in the other Loan Documents.

                  11.11. GOVERNING LAW. THIS AGREEMENT AND THE NOTES AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.

                  11.12. Submission To Jurisdiction; Waivers. The Borrower
hereby irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State of
New York, the courts of the United States of America for the Southern District
of New York, and appellate courts from any thereof;

                  (b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

                  (c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to the
Borrower at its address set forth in subsection 11.2 or at such other address of
which the Administrative Agent shall have been notified pursuant thereto;

                  (d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and




                                       71
<PAGE>   78

                  (e) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding referred
to in this subsection any special, exemplary, punitive or consequential damages.

                  11.13. Acknowledgements. The Borrower hereby acknowledges
that:

                  (a) it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the other Loan Documents;

                  (b) neither the Administrative Agent nor any Lender has any
fiduciary relationship with or duty to the Borrower arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between the Administrative Agent and the Lenders, on one hand, and
the Borrower, on the other hand, in connection herewith or therewith is solely
that of creditor and debtor; and

                  (c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Borrower and the Lenders.

                  11.14. WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE NOTES OR ANY
OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  11.15. Confidentiality. Each Lender agrees to keep the
information obtained by it pursuant hereto and the other Loan Documents
identified as confidential in writing at the time of delivery to such Lender
confidential in accordance with such Lender's customary practices and agrees
that it will only use such information in connection with the transactions
contemplated by this Agreement and not disclose any of such information other
than (a) to such Lender's directors, employees, representatives, attorneys,
accountants, agents or Affiliates who are advised of the confidential nature of
such information, (b) to the extent such information presently is or hereafter
becomes available to such Lender on a non-confidential basis from any source or
such information that is in the public domain at the time of disclosure, (c) to
the extent disclosure is required by law, regulation, subpoena or judicial order
or process (provided that notice of such requirement or order shall be promptly
furnished to the Borrower unless such notice is legally prohibited) or requested
or required by bank regulators or auditors or any administrative body or
commission to whose jurisdiction such Lender may be subject, (d) to Transferees
or potential Transferees who agree to be bound by the provisions of this
subsection 11.15, (e) to the extent required in connection with any litigation
between the Borrower and any Lender with respect to the Loans or this Agreement
or any other Loan Document, (f) to the Administrative Agent or any other Lender,
(g) to the National Association of Insurance Commissioners or any similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's investment portfolio in connection with ratings
issued with respect to such Lender, (h) to any direct or indirect contractual
counterparty in swap agreements or such contractual counterparty's professional
advisor (so long as such contractual counterparty or professional advisor to
such contractual counterparty agrees to be bound by the




                                       72
<PAGE>   79

provisions of this subsection 11.15), (i) in connection with the exercise of any
remedy hereunder or under the other Loan Documents or (j) with the Borrower's
prior written consent. The agreements in this subsection shall survive repayment
of the Loans and all other amounts payable hereunder.




                                       73
<PAGE>   80



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

                           For: SYBRON INTERNATIONAL CORPORATION



                           By: /s/ JEFFREY C. LEATHE
                              -------------------------------------------
                              Title: Vice President - Assistant Treasurer


                           THE CHASE MANHATTAN BANK, as
                           Administrative Agent and as a Lender



                           By: /s/ BRUCE BORDEN
                              -------------------------------------------
                              Title: BRUCE BORDEN
                                     VICE PRESIDENT



<PAGE>   81



                                       THE FUJI BANK, LIMITED.
                                       as a Lender


                                       By: /s/ YUJI TANAKE
                                          -------------------------------
                                       Name:   Yuji Tanake
                                       Title:  VP & Manager
<PAGE>   82



                                       THE BANK OF TOYKO-MITSUBISHI LTD.
                                       CHICAGO BRANCH,
                                       as a Lender


                                       By: /s/ HISASHI MIYASHIRO
                                          -------------------------------
                                       Name:   HISASHI MIYASHIRO
                                       Title:  DEPUTY GENERAL MANAGER
<PAGE>   83



                                       BHF (USA) CAPITAL CORPORATION
                                       as a Lender


                                       By: /s/ JENNIFER M. LI
                                          -------------------------------
                                       Name:     JENNIFER M. LI
                                       Title:    ASSOCIATE


                                       By: /s/ THOMAS J. SCIFO
                                          -------------------------------
                                       Name:     THOMAS J. SCIFO
                                       Title:    VICE PRESIDENT
                                                 PORTFOLIO MANAGEMENT
<PAGE>   84



                                       UBS AG.STAMFORD BRANCH,
                                       as a Lender


                                       By: /s/ WILFRED V. SAINT
                                          -------------------------------
                                       Name:   Wilfred V. Saint
                                       Title:  Associate Director
                                               Banking Products Services,US


                                       By: /s/ THOMAS R. SALZANO
                                          -------------------------------
                                               Thomas R. Salzano
                                               Director
                                               Banking Products Services,US
<PAGE>   85



                                       THE BANK OF NEW YORK
                                       as a Lender


                                       By: /s/ ANN MARIE HUGHES
                                          -------------------------------
                                       Name:   ANN MARIE HUGHES
                                       Title:  Vice President
<PAGE>   86



                                       THE INDUSTRIAL BANK OF JAPAN
                                       TRUST COMPANY,
                                       as a Lender


                                       By: /s/ J. KENNETH BIEGEN
                                          -------------------------------
                                       Name:   J. KENNETH BIEGEN
                                       Title:  SENIOR VICE PRESIDENT

<PAGE>   87



                                       MICHIGAN NATIONAL,
                                       as a Lender


                                       By: /s/ TERESA L. IRLAND
                                          -------------------------------
                                       Name:   TERESA L. IRLAND
                                       Title:  FIRST VICE PRESIDENT
<PAGE>   88



                                       SUNTRUST BANK,
                                       as a Lender


                                       By: /s/ W. DAVID WISDOM
                                          -------------------------------
                                       Name:   W. DAVID WISDOM
                                       Title:  Vice President
<PAGE>   89



                                       CREDIT INDUSTRIEL ET COMMERCIAL,
                                       as a Lender


                                       By: /s/ ALBERT M. CALO
                                          -------------------------------
                                       Name:   Albert M. Calo
                                       Title:  Vice President


                                       By: /s/ ERIC LONGUET
                                          -------------------------------
                                       Name:   Eric Longuet
                                       Title:  Vice President
<PAGE>   90



                                       BANK ONE, NA (MAIN CHICAGO OFFICE),
                                       as Documentation Agent and as a Lender


                                       By: /s/ JENNY A. GILPIN
                                          -------------------------------
                                       Name:   JENNY A. GILPIN
                                       Title:  FIRST VICE PRESIDENT
<PAGE>   91



                                       THE BANK OF NOVA SCOTIA,
                                       as a Lender


                                       By: /s/ MICHAEL BRADLEY
                                          -------------------------------
                                       Name: Michael Bradley
                                            -----------------------------
                                       Title:  Authorized Signatory
<PAGE>   92



                                       THE SANWA BANK LIMITED,
                                       as a Lender


                                       By: /s/ LEE E. PREWITT
                                          -------------------------------
                                       Name:   Lee E. Prewitt
                                       Title:  Vice President
<PAGE>   93



                                       ABN AMRO BANK N.V.,
                                       as a Lender


                                       By: /s/ WESLEY P. PASSAVIS
                                          -------------------------------
                                       Name:   Wesley P. Passavis
                                       Title:  Senior Vice President
                                               and Managing Director


                                           /s/ THOMAS K. PETERSON
                                          -------------------------------
                                               Thomas K. Peterson
                                               Senior Vice President
                                               Diversified Industries Central
<PAGE>   94



                                       CREDIT SUISSE FIRST BOSTON,
                                       as a Lender


                                       By: /s/ WILLIAM S. LUTKINS
                                          -------------------------------
                                       Name:   WILLIAM S. LUTKINS
                                       Title:  VICE PRESIDENT


                                       By: /s/ ROBERT N. FINNEY
                                          -------------------------------
                                       Name:   Robert N. Finney
                                       Title:  Managing Director
<PAGE>   95



                                       THE MITSUBISHI TRUST AND BANKING
                                       CORPORATION,
                                       as a Lender


                                       By: /s/ TOSHIHIRO HAYASHI
                                          -------------------------------
                                       Name:   TOSHIHIRO HAYASHI
                                       Title:  Senior Vice President
<PAGE>   96



                                       BANK HAPOALIM B.M.,
                                       as a Lender


                                       By: /s/ JAMES P.SURLESS
                                          -------------------------------
                                       Name:   James P.Surless
                                       Title:  Vice President


                                       By: /s/ LAURA ANNE RAFFA
                                          -------------------------------
                                       Name:   LAURA ANNE RAFFA
                                       Title:  FIRST VICE PRESIDENT &
                                               CORPORATE MANAGER
<PAGE>   97



                                       FIRST UNION NATIONAL BANK,
                                       as a Lender


                                       By: /s/ KEITH S. LAW
                                          -------------------------------
                                       Name:   Keith S. Law
                                       Title:  Vice President
<PAGE>   98



                                       COMERICA BANK,
                                       as a Lender


                                       By: /s/ ASHLEY S. YASHIN
                                          -------------------------------
                                       Name:   Ashley S. Yashin
                                       Title:  Account Officer
<PAGE>   99



                                E.SUN COMMERCIAL BANK, LTD.,
                                LOS ANGELES BRANCH,
                                as a Lender


                                By: /s/ CHENG HSIUNG CHEN
                                   -------------------------------
                                Name:   Cheng Hsiung Chen
                                Title:  SVP & General Manager


                                By: /s/ BENJAMIN LIN
                                   -------------------------------
                                Name:   Benjamin Lin
                                Title:  SVP & Chief Operating Officer
<PAGE>   100



                                       BANK OF AMERICA, N.A.,
                                       as Syndication Agent and as a Lender


                                       By: /s/ PHILIP S. DURAND
                                          -------------------------------
                                       Name:   PHILIP S. DURAND
                                       Title:  PRINCIPAL
<PAGE>   101



                                       FLEET NATIONAL BANK,
                                       as a Lender


                                       By: /s/ ROGER C. BOUCHER
                                          -------------------------------
                                       Name:   ROGER C. BOUCHER
                                       Title:  DIRECTOR
<PAGE>   102



                                       THE DAI-ICHI KANGYO BANK, LTD.,
                                       as a Lender


                                       By: /s/ NELSON Y. CHANG
                                          -------------------------------
                                       Name:   Nelson Y. Chang
                                       Title:  Vice President
<PAGE>   103



                                       BNP PARIBAS,
                                       as a Lender


                                       By: /s/ CHRISTOPHER CRISWELL
                                          -------------------------------
                                       Name:   Christopher Criswell
                                       Title:  Director


                                       By: /s/ AMAUD COLLIN DU BOCAGE
                                          -------------------------------
                                       Name:   Amaud Collin du Bocage
                                       Title:  Managing Director
<PAGE>   104
                                   SCHEDULE I
                                   COMMITMENTS


<TABLE>
<CAPTION>
                                                                                    COMMITMENT
LENDERS                                                 REVOLVING CREDIT             TERM LOAN                TOTAL
                                                     ----------------------- ----------------------- ---------------------
<S>                                                  <C>                     <C>                     <C>
THE CHASE MANHATTAN BANK                                   $  46,875,000           $  28,125,000         $  75,000,000
Address for Notices:
One Chase Manhattan Plaza, 8th Floor
New York, NY 10081
Attn: Patricia Ciocco
Fax: 212-552-5662

BANKAMERICA                                                   46,875,000              28,125,000            75,000,000
Address for Notices:
101 North Tryon Street
Charlotte, NC 28255
Attn: Phillip Durand
Fax: 704-388-6002

BANC ONE CAPITAL MARKETS                                      46,875,000              28,125,000            75,000,000
Address for Notices:
1 Bank One Plaza
Mail Code IL1 0364
Chicago, IL 60670
Attn: Matt Eggenberger
Fax: 312-732-1117

ABN AMRO BANK N.V.                                           37,5000,000              22,500,000            60,000,000
Address for Notices:
208 South LaSalle Street, Suite 1500
Chicago, IL 60604
Attn: John Byrd
Fax: 312-992-5111

FLEETBOSTON                                                  37,5000,000              22,500,000            60,000,000
Address for Notices:
100 Federal Street
Boston, MA 02110
Attn: Matthew C. Correia
Fax: 617-434-0800

MIZUHO
         Dai Ichi Kangyo Bank                                 12,500,000               7,500,000            20,000,000
         Address for Notices:
         One World Trade Center
         Suite 4911
         New York, NY 10048
         Attn: Marek Stawinski
         Fax: 212-524-0579
</TABLE>


<PAGE>   105



<TABLE>
<S>                                                  <C>                     <C>                     <C>
         Fuji Bank                                            12,500,000               7,500,000            20,000,000
         Address for Notices:
         Two World Trade Center
         New York, NY 10048
         Attn: Nancy Fishman
         Fax: 212-912-0516

         Industrial Bank of Japan                             12,500,000               7,500,000            20,000,000
         Address for Notices:
         1251 Avenue of the Americas
         New York, NY 10020
         Attn: Yumiko Kojima
         Fax: 212-282-4488

BANK OF NOVA SCOTIA                                           28,125,000              16,875,000            45,000,000
Address for Notices:
28 State Street, 17th Floor
Boston, MA 02109
Attn: Michael Bradley
Fax: 617-624-7607

BANK OF TOKYO-MITSUBISHI                                      28,125,000              16,875,000            45,000,000
Address for Notices:
227 West Monroe Street, Suite 2300
Chicago, IL 60606
Attn: Wayne Yamanaka
Fax: 312-696-4535

FIRST UNION                                                   28,125,000              16,875,000            45,000,000
Address for Notices:
201 South College Street CP-17
Charlotte, NC 28288-0735
Attn: Lewis Cyr
Fax: 610-821-2307

BNP PARIBAS                                                   21,875,000              13,125,000            35,000,000
Address for Notices:
787 Seventh Avenue
New York, NY 10019
Attn: Christopher Criswell
Fax: 212-841-3049

BANK OF NEW YORK                                              15,625,000               9,375,000            25,000,000
One Wall Street
New York, NY 10286
Attn: Christopher Kordes
Fax: 212-635-1481

CREDIT INDUSTRIEL ET COMMERCIAL                               15,625,000               9,375,000            25,000,000
520 Madison Avenue
New York, NY 10022
Attn: Albert M. Calo
Fax: 212-715-4535
</TABLE>


<PAGE>   106


<TABLE>
<S>                                                  <C>                     <C>                     <C>
CSFB                                                          15,625,000               9,375,000            25,000,000
Address for Notices:
11 Madison Avenue
New York, NY 10010
Attn: William Lutkins
Fax: 212-325-8319

SUNTRUST BANKS, INC.                                          15,625,000               9,375,000            25,000,000
Address for Notices:
711 Fifth Avenue, 16th Floor
New York, NY 10022
Attn: Maria C. Mamilovich
Fax: 212-371-9386

UBS                                                           15,625,000               9,375,000            25,000,000
Address for Notices:
677 Washington Blvd.
Stamford, CT 06901
Attn: Will Saint

BHF (USA) CAPITAL CORP.                                       12,500,000               7,500,000            20,000,000
Address for Notices:
590 Madison Avenue
New York, NY 10022
Attn: Jennifer M. Li
Fax: 212-786-5536

COMERICA BANK                                                  9,375,000               5,625,000            15,000,000
Address for Notices:
U.S. Banking East
500 Woodward Avenue, 9th Floor
MC 3279
Detroit, MI 48275-3279
Attn: Ashley S. Yashin

MICHIGAN NATIONAL                                              9,375,000               5,625,000            15,000,000
Address for Notices:
27777 Inkster Road
Farmington Hills, MI 48334
Attn: Teresa Irland
Fax: 248-473-4345

MITSUBISHI TRUST                                               9,375,000               5,625,000            15,000,000
Address for Notices:
520 Madison Avenue, 26th Floor
New York, NY 10022
Attn: Michael Dorin
Fax: 212-644-6825
</TABLE>


<PAGE>   107


<TABLE>
<S>                                                  <C>                     <C>                     <C>
SANWA BANK                                                     9,375,000               5,625,000            15,000,000
Address for Notices:
10 South Wacker Drive, Suite 1825
Chicago, IL 60606
Attn: Lee Prewitt
Fax: 312-346-6677

BANK HAPOALIM                                                  6,250,000               3,750,000            10,000,000
Address for Notices:
1177 Avenue of the Americas
New York, NY 10036
Attn: Laura Anne Raffa
Fax: 212-782-2187

E.SUN BANK                                                     6,250,000               3,750,000            10,000,000
Address for Notices:
17700 Castleton St., Suite 500
City of Industry, CA 91748
Attn: Teddy Mou
Fax: 626-839-5531

                                                          --------------          --------------         -------------
TOTAL                                                     $  500,000,000          $  300,000,000         $ 800,000,000
</TABLE>




<PAGE>   108



                                   SCHEDULE II
                            SALE LEASEBACK AGREEMENTS

1.       Amended and Restated Guaranty and Suretyship Agreement dated as of
         December 11, 2000 by Sybron International Corporation, f/k/a Sybron
         Acquisition Company, to Corporate Property Associates 8 - A Delaware
         Limited Partnership and Corporate Property Associates 7 - A California
         Limited Partnership.

2.       First Amendment to Lease Agreement made as of December 11, 2000 by
         Corporate Property Associates 8 - A Delaware Limited Partnership and
         Corporate Property Associates 7 - A California Limited Partnership, as
         Landlord, and Barnstead Thermolyne Corporation, as Tenant.

3.       First Amendment to Lease Agreement made as of December 11, 2000 by
         Corporate Property Associates 8 - A Delaware Limited Partnership and
         Corporate Property Associates 7 - A California Limited Partnership, as
         Landlord, and Erie Scientific Company, as Tenant.

4.       First Amendment to Lease Agreement made as of December 11, 2000 by
         Corporate Property Associates 8 - A Delaware Limited Partnership and
         Corporate Property Associates 7 - A California Limited Partnership, as
         Landlord, and Nalge Nunc International Corporation, f/k/a Nalge
         Company, as Tenant.



<PAGE>   109



                                  SCHEDULE III
                              SUBSIDIARY GUARANTORS


                               Alexon-Trend, Inc.
                             Applied Biotech, Inc.
                        Barnstead Thermolyne Corporation
                          Chase Scientific Glass, Inc.
                        Consolidated Technologies, Inc.
                            Erie Scientific Company
                     Erie Scientific Company of Puerto Rico
                        Ever Ready Thermometer Co., Inc.
                                  Genevac Inc.
                           Lab-Line Instruments, Inc.
                             Lab Vision Corporation
                        Matrix Technologies Corporation
                            Microgenics Corporation
                          Molecular BioProducts, Inc.
                      Nalge Nunc International Corporation
                          National Scientific Company
                          The Naugatuck Glass Company
                          NERL Diagnostics Corporation
                          Owl Separation Systems, Inc.
                                   Remel Inc.
                        Richard-Allan Scientific Company
                         Robbins Scientific Corporation
                          Samco Scientific Corporation
                           Summit Biotechnology, Inc.
                     Sybron Laboratory Products Corporation
                            Sybron Transition Corp.
                        Vacuum Process Technology, Inc.



<PAGE>   110



                                   SCHEDULE V
                           EXISTING LETTERS OF CREDIT

                              CHASE MANHATTAN BANK

<TABLE>
<CAPTION>
                        EXPIRATION
NUMBER                  BENEFICIARY                              AMOUNT                        DATE
------                  -----------                              ------                        ----
<S>                   <C>                                <C>                                 <C>

LCG-111046            Hartford Accident                       274,989.69 USD                 01/01/01

LCP-281181            DRI Landlord                             50,000.00 USD                 04/30/01

LCP-200856            Michael Kohl                         15,000,000.00 USD                 05/09/01

LCP-379525            Oregon State University                 122,820.00 USD                 05/15/01

LCT-249578            Zurich Insurance Co.                  1,117,500.00 USD                 09/30/01

LCT-362480            Home Insurance Co.                      382,500.00 USD                 09/30/01

LCG-243902            Coakley Landfill Super                  133,284.00 USD                 10/30/01
</TABLE>




                                   SCOTIA BANK

           Dr. Michael Pfeifer                     997,000.00 CHF



<PAGE>   111




                                  SCHEDULE 4.10

             CERTAIN REQUIREMENTS OF LAW AND CONTRACTUAL OBLIGATIONS

Certain of the Parent's subsidiaries are subject to FDA regulations and
environmental and occupational safety and health regulations. There is no
assurance that future changes in such regulations will not have a Material
Adverse Effect.


<PAGE>   112



                                 SCHEDULE 4.15A
                                  SUBSIDIARIES


              (states of incorporation of U.S. subsidiaries noted)


                       Alexon-Trend, Inc. (inc. Wisconsin)
                     Applied Biotech, Inc. (inc. California)
                Barnstead Thermolyne Corporation (inc. Delaware)
                         Centripetal Technology Limited*
                  Chase Scientific Glass, Inc. (inc. Wisconsin)
                Consolidated Technologies, Inc. (inc. Wisconsin)
                        Electrothermal Engineering Ltd.*
                              Erie Electroverre SA*
                     Erie Scientific Company (inc. Delaware)
             Erie Scientific Company of Puerto Rico (inc. Delaware)
                          Erie Scientific Hungary Kft.*
                       Erie-Watala Glass Company Limited*
                Ever Ready Thermometer Co., Inc. (inc. Wisconsin)
                          Genevac Inc. (inc. New York)
                                Genevac Limited*
                              Gerhard Menzel GmbH*
               Gerhard Menzel Glasbearbeitungswerk GmbH & Co. KG*
                   Lab-Line Instruments, Inc. (inc. Delaware)
                        Labomex MBP, S. de R.L. de C.V.*
                    Lab Vision Corporation (inc. California)
                            Lab Vision U.K. Limited*
                 Matrix Technologies Corporation (inc. Delaware)
                    Matrix Technologies Corporation Limited*
                        Mexoserv Company (inc. Delaware)
                     Microgenics Corporation (inc. Delaware)
                      Microgenics Diagnostic Pty. Limited*
                                Microgenics GmbH*
                           Microm International GmbH*
                             Microm Laborgerate SL*


--------
* Foreign Corporation


<PAGE>   113

                                 SCHEDULE 4.15A
                                  SUBSIDIARIES


                  Molecular BioProducts, Inc. (inc. California)
                           MTRX Corp. (inc. Delaware)
                                 NNI Biotech AB*
                             Nalge (Europe) Limited*
              Nalge Nunc International Corporation (inc. Delaware)
                         Nalge Nunc International, KK*
                  National Scientific Company (inc. Wisconsin)
                 The Naugatuck Glass Company (inc. Connecticut)
                  NERL Diagnostics Corporation (inc. Wisconsin)
                                    Nunc A/S*
                               Nunc GmbH & Co. KG*
                                Nunc UK Limited*
                             Nunc Verwaltungs GmbH*
                  Owl Separation Systems, Inc. (inc. Wisconsin)
                           Remel Inc. (inc. Wisconsin)
                Richard-Allan Scientific Company (inc. Wisconsin)
                Robbins Scientific Corporation (inc. California)
                      Robbins Scientific (Europe) Limited*
                  Samco Scientific Corporation (inc. Delaware)
                          Scherf Prazision Europa GmbH*
                            Stem Corporation Limited*
                   Summit Biotechnology, Inc. (inc. Wisconsin)
                            Sybron Deutschland GmbH*
                        Sybron Foreign Sales Corporation*
                              Sybron Holdings A/S*
             Sybron Laboratory Products Corporation (inc. Delaware)
                              Sybron Pensions Ltd.*


--------
* Foreign Corporation


<PAGE>   114

                                 SCHEDULE 4.15A
                                  SUBSIDIARIES


                     Sybron Transition Corp. (inc. Delaware)
                               Sybron UK Limited*
                 Vacuum Process Technology, Inc. (inc. Delaware)

--------
* Foreign Corporation


<PAGE>   115




                                  SCHEDULE 4.19
                     CERTAIN SUBSIDIARIES NOT OWNED DIRECTLY
                           OR INDIRECTLY BY THE PARENT

                        ERIE-WATALA GLASS COMPANY LIMITED

<TABLE>
<CAPTION>
HOLDING OF STOCK                             NUMBER OF SHARES              PERCENTAGE OWNED
----------------                             ----------------              ----------------
<S>                                      <C>                               <C>
Erie Scientific Company                      42 voting shares                     50
Watala Company Limited                       30 voting shares                     30
Chan Wing Han                                12 voting shares                     14
Erie Scientific Company                   16 nonvoting shares                    100
</TABLE>

                          NALGE NUNC INTERNATIONAL K.K.

<TABLE>
<CAPTION>
HOLDING OF STOCK                             NUMBER OF SHARES              PERCENTAGE OWNER
----------------                             ----------------              ----------------
<S>                                          <C>                           <C>
Nalge Nunc International                          37,500                               75
Corporation

Hiro Miura                                        12,500                               25
</TABLE>



<PAGE>   116



                                  SCHEDULE 4.6

                               EXISTING LITIGATION


                                      None




<PAGE>   117









                                                                       EXHIBIT A
                                                             TO CREDIT AGREEMENT



                           FORM OF CLOSING CERTIFICATE

         Pursuant to Section 5.1(c) of the Credit Agreement dated as of December
1, 2000 (as the same may be amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among Sybron International Corporation, a
Wisconsin corporation (the "Borrower"), the Lenders named therein, the other
banks and financial institutions from time to time parties thereto, Bank One,
NA, as Documentation Agent, Bank of America, N.A., as Syndication Agent, Chase
Securities Inc., as Lead Arranger and Book Manager, and The Chase Manhattan
Bank, as Administrative Agent, each of the undersigned duly authorized officers,
on behalf of the applicable entity and not individually, hereby certifies as
follows:

                  Unless otherwise defined herein, terms which are defined in
the Credit Agreement and used herein are so used as so defined;

                  The representations and warranties (i) set forth in the Credit
Agreement and the other Loan Documents or which are contained in any
certificate, document or financial or other statement furnished pursuant to or
in connection with any of the foregoing and (ii) made by the corporation whose
name is set forth above my signature are true and correct in all material
respects on and as of the date hereof with the same effect as if made on the
date hereof, except for any representation and warranty which is expressly made
as of an earlier date, which representation and warranty shall have been true
and correct in all material respects as of such earlier date; and

                  Immediately prior to and immediately after the making of any
extension of credit requested to be made on the date hereof, no Default or Event
of Default will have occurred and will be continuing under the Credit Agreement;

and each of the undersigned Secretaries or Assistant Secretaries, as the case
may be, hereby certifies as follows:




<PAGE>   118

                                                                               2

                  There are no liquidation or dissolution proceedings pending or
to my knowledge threatened against the corporation whose name is set forth above
my signature nor has any other event occurred affecting or threatening the
corporate existence of such corporation; and

                  The corporation whose name is set forth above my signature is
a corporation duly incorporated, validly existing and in good standing (or
similar concept under applicable state law) under the laws of its state of
incorporation.

         IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the 1st day of December, 2000.





SYBRON INTERNATIONAL                       SYBRON INTERNATIONAL
CORPORATION                                CORPORATION

-------------------------------            -------------------------------
Title:                                     Title:


<PAGE>   119




                                                                       EXHIBIT C
                                                             TO CREDIT AGREEMENT



                        FORM OF ASSIGNMENT AND ACCEPTANCE

         Reference is made to the Credit Agreement, dated as of December 1, 2000
(as the same may be amended, supplemented or modified from time to time, the
"Credit Agreement"), among Sybron International Corporation, a Wisconsin
corporation (the "Borrower"), the Lenders named therein, the several banks and
other financial institutions from time to time party thereto, Bank One, NA, as
Documentation Agent, Bank of America, N.A., as Syndication Agent, Chase
Securities Inc., as Lead Arranger and Book Manager (in such capacity, the
"Arranger") and The Chase Manhattan Bank, as administrative agent for the
Lenders hereunder (in such capacity, the "Administrative Agent"). Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

         [__________] (the "Assignor") and [__________] (the "Assignee") agree
as follows:

         1.       The Assignor hereby irrevocably sells and assigns to the
                  Assignee without recourse to the Assignor, and the Assignee
                  hereby irrevocably purchases and assumes from the Assignor
                  without recourse to the Assignor, as of the Effective Date (as
                  defined below), a [___]% interest (the "Assigned Interest") in
                  and to the Assignor's rights and obligations under the Credit
                  Agreement with respect to those credit facilities contained in
                  the Credit Agreement as are set forth on Schedule 1
                  (individually, an "Assigned Facility"; collectively, the
                  "Assigned Facilities"), in a principal amount for each
                  Assigned Facility as set forth on Schedule 1.

         2.       The Assignor (A) makes no representation or warranty and
                  assumes no responsibility with respect to any statements,
                  warranties or representations made in or in connection with
                  the Credit Agreement or the execution, legality, validity,
                  enforceability, genuineness, sufficiency or value of the
                  Credit Agreement, any other Loan Document or any other
                  instrument or document furnished pursuant thereto, other than
                  that it has not created any adverse claim upon the interest
                  being assigned by it hereunder and that such interest is free
                  and clear of any such adverse claim; (B) makes no
                  representation or warranty and assumes no responsibility with
                  respect to the financial condition of the Borrower, any of its
                  Subsidiaries or any other obligor or the performance or
                  observance by the Borrower, any of its Subsidiaries or any
                  other obligor of any of their respective obligations under the
                  Credit Agreement or any other Loan Document or any other
                  instrument or document furnished pursuant hereto or thereto;
                  and (C) attaches any Note(s) held by it evidencing the
                  Assigned Facilities and requests that the Administrative Agent
                  exchange such Note(s) for a new Note or Notes payable to the
                  Assignee (if requested by the Assignee) and (if the Assignor
                  has retained any interest in the Assigned Facility) a new Note
                  or Notes payable to the Assignor (if requested by the
                  Assignor) in the respective amounts which reflect the
                  assignment



<PAGE>   120

                                                                               2

                  being made hereby (and after giving effect to any other
                  assignments which have become effective on the Effective
                  Date).

         3.       The Assignee (A) represents and warrants that it is legally
                  authorized to enter into this Assignment and Acceptance; (B)
                  confirms that it has received a copy of the Credit Agreement,
                  together with copies of the financial statements delivered
                  pursuant to subsection 4.1 thereof and such other documents
                  and information as it has deemed appropriate to make its own
                  credit analysis and decision to enter into this Assignment and
                  Acceptance; (C) agrees that it will, independently and without
                  reliance upon the Assignor, the Administrative Agent or any
                  other Lender and based on such documents and information as it
                  shall deem appropriate at the time, continue to make its own
                  credit decisions in taking or not taking action under the
                  Credit Agreement, the other Loan Documents or any other
                  instrument or document furnished pursuant hereto or thereto;
                  (D) appoints and authorizes the Administrative Agent to take
                  such action as agent on its behalf and to exercise such powers
                  and discretion under the Credit Agreement, the other Loan
                  Documents or any other instrument or document furnished
                  pursuant hereto or thereto as are delegated to the
                  Administrative Agent by the terms thereof, together with such
                  powers as are incidental thereto; and (E) agrees that it will
                  be bound by the provisions of the Credit Agreement and will
                  perform in accordance with its terms all the obligations which
                  by the terms of the Credit Agreement are required to be
                  performed by it as a Lender including, if it is a Non-U.S.
                  Lender, its obligation pursuant to paragraph 2.25(c) of the
                  Credit Agreement.

         4.       The effective date of this Assignment and Acceptance shall be
                  [_______, ___] (the "Effective Date"). Following the execution
                  of this Assignment and Acceptance, it will be delivered to the
                  Administrative Agent for acceptance by it and recording by the
                  Administrative Agent pursuant to subsection 11.6 of the Credit
                  Agreement, effective as of the Effective Date (which shall
                  not, unless otherwise agreed to by the Administrative Agent,
                  be earlier than five Business Days after the date of such
                  acceptance and recording by the Administrative Agent).

         5.       Upon such acceptance and recording, from and after the
                  Effective Date, the Administrative Agent shall make all
                  payments in respect of the Assigned Interest (including
                  payments of principal, interest, fees and other amounts) to
                  the Assignee whether such amounts have accrued prior to the
                  Effective Date or accrue subsequent to the Effective Date. The
                  Assignor and the Assignee shall make all appropriate
                  adjustments in payments by the Administrative Agent for
                  periods prior to the Effective Date or with respect to the
                  making of this assignment directly between themselves.

         6.       From and after the Effective Date, (A) the Assignee shall be a
                  party to the Credit Agreement and, to the extent provided in
                  this Assignment and Acceptance, have the rights and
                  obligations of a Lender thereunder and under the other Loan
                  Documents and shall be bound by the provisions thereof and (B)
                  the Assignor



<PAGE>   121


                                                                               3

                  shall, to the extent provided in this Assignment and
                  Acceptance, relinquish its rights and be released from its
                  obligations under the Credit Agreement.

         7.       This Assignment and Acceptance shall be governed by and
                  construed in accordance with the laws of the State of New
                  York.

         IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.



<PAGE>   122




                                   SCHEDULE 1
                          TO ASSIGNMENT AND ACCEPTANCE
                        RELATING TO THE CREDIT AGREEMENT,
                          DATED AS OF DECEMBER 1, 2000,
                                      AMONG
                        SYBRON INTERNATIONAL CORPORATION,
            THE LENDERS NAMED THEREIN, THE OTHER BANKS AND FINANCIAL
                INSTITUTIONS FROM TIME TO TIME PARTIES THERETO,
         BANK ONE, NA, AS DOCUMENTATION AGENT, BANK OF AMERICA, N.A., AS
                               SYNDICATION AGENT,
          CHASE SECURITIES INC., AS LEAD ARRANGER AND BOOK MANAGER AND
                THE CHASE MANHATTAN BANK, AS ADMINISTRATIVE AGENT
                                FOR THE LENDERS,.

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

<TABLE>
<CAPTION>
                     Credit                                 Principal
                Facility Assigned                        Amount Assigned                  Commitment Percent Assigned
                -----------------                        ---------------                  ---------------------------

<S>                                                      <C>                              <C>
[Revolving Facility]                                     $[___________]                           [_______]%

[Term Facility]                                          $[___________]                           [_______]%
</TABLE>


            [Name of Assignee]                       [Name of Assignor]



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

Accepted:

THE CHASE MANHATTAN BANK,                    SYBRON INTERNATIONAL CORPORATION
as Administrative Agent

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


<PAGE>   123




                                                                       EXHIBIT D
                                                             TO CREDIT AGREEMENT



                                     FORM OF
                            CAF ADVANCE CONFIRMATION

                                                            [_________ __, ____]

Chase Loan and Agency Services
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081

         Reference is made to the Credit Agreement dated as of December 1, 2000
(as the same may be amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among Sybron International Corporation, a
Wisconsin corporation, (the "Borrower"), the Lenders named therein, the other
banks and financial institutions from time to time parties thereto, Bank One,
NA, as Documentation Agent, Bank of America, N.A., as Syndication Agent, Chase
Securities Inc., as Lead Arranger and Book Manager, and The Chase Manhattan
Bank, as Administrative Agent. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.

         In accordance with subsection 2.5(d) of the Credit Agreement, the
undersigned, on behalf of itself, accepts and confirms the offers by the CAF
Advance Lender(s) to make CAF advances to the undersigned on [_____, __] under
subsection 2.5(d) in the (respective) amount(s) set forth on the attached list
of CAF Advances offered.

                                       Very truly yours,

                                       SYBRON INTERNATIONAL CORPORATION


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

[NOTE: The Borrower must attach the CAF Advance offer list prepared by the
Administrative Agent with the accepted amount entered by the Borrower to the
right of each CAF Advance offer].



<PAGE>   124




                                                                       EXHIBIT E
                                                             TO CREDIT AGREEMENT



                                     FORM OF
                                CAF ADVANCE OFFER

                                                            [_________ __, ____]

Chase Loan and Agency Services
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081

         Reference is made to the Credit Agreement dated as of December 1, 2000
(as the same may be amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among Sybron International Corporation, a
Wisconsin corporation (the "Borrower"), the Lenders named therein, the other
banks and financial institutions from time to time parties thereto, Bank One,
NA, as Documentation Agent, Bank of America, N.A., as Syndication Agent, Chase
Securities Inc., as Lead Arranger and Book Manager and The Chase Manhattan Bank,
as Administrative Agent. Terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

         In accordance with subsection 2.5 of the Credit Agreement, the
undersigned Lender offers to make CAF Advances thereunder in the following
amounts with the following maturity dates:


<TABLE>
<CAPTION>
Borrowing Date:   __________, ____                     Aggregate Maximum Amount: $_________
----------------------------------                     ------------------------------------

<S>                                                    <C>
Maturity Date 1:                                       Maximum Amount: $__________
                                                       $________ offered at _______*
----------, ----
                                                       $________ offered at _______*

Maturity Date 2:                                       Maximum Amount: $__________
                                                       $________ offered at _______*
----------, ----
                                                       $________ offered at _______*

Maturity Date 3:                                       Maximum Amount: $__________
                                                       $________ offered at _______*
----------, ----
                                                       $________ offered at _______*
</TABLE>

         [NOTE: Insert the interest rate offered for the specified CAF Advance
         where indicated by an asterisk (*). In the case of Eurodollar Rate CAF
         Advances, insert a margin bid.



<PAGE>   125

                                                                               2



         In the case of Fixed Rate CAF Advances, insert a fixed rate bid.]

                                      Very truly yours,

                                      [NAME OF LENDER]


                                      By:
                                         ----------------------------------
                                         Title:
                                         Telephone No.:
                                         Telecopy No.:


<PAGE>   126




                                                                       EXHIBIT F
                                                             TO CREDIT AGREEMENT



                                     FORM OF
                               CAF ADVANCE REQUEST

                                                            [_________ __, ____]

Chase Loan and Agency Services
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081

         Reference is made to the Credit Agreement dated as of December 1, 2000
(as the same may be amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among Sybron International Corporation, a
Wisconsin corporation, (the "Borrower"), the Lenders named therein, the other
banks and financial institutions from time to time parties thereto, Bank One,
NA, as Documentation Agent, Bank of America, N.A., as Syndication Agent, Chase
Securities Inc., as Lead Arranger and Book Manager, and The Chase Manhattan
Bank, as Administrative Agent. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.

         This is a [Fixed Rate] [Eurodollar Rate] CAF Advance Request pursuant
to subsection 2.5 of the Credit Agreement requesting offers for the following
CAF Advances:

         [NOTE: Pursuant to the Credit Agreement, a CAF Advance Request may be
         transmitted in writing, by telecopy, or by telephone, immediately
         confirmed by telecopy. In any case, a CAF Advance Request shall contain
         the information specified in the second paragraph of this form.]


<TABLE>
<CAPTION>
                                                        LOAN 1                  LOAN 2                 LOAN 3
                                                 ---------------------- ----------------------- ----------------------

<S>                                              <C>                    <C>                     <C>
            AGGREGATE PRINCIPAL AMOUNT                $__________            $__________             $_________

                  BORROWING DATE

            CAF ADVANCE MATURITY DATE

        CAF ADVANCE INTEREST PAYMENT DATES
</TABLE>

                                      Very truly yours,

                                      SYBRON INTERNATIONAL CORPORATION


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



<PAGE>   127



                                                                       EXHIBIT G


                          FORM OF EXEMPTION CERTIFICATE


         Reference is made to the Credit Agreement, dated as of December 1, 2000
(as the same may be amended, supplemented or modified from time to time, the
"Credit Agreement"), among Sybron International Corporation, a Wisconsin
corporation (the "Borrower"), the several banks and other financial institutions
from time to time parties to this Agreement (the "Lenders"), Bank One, NA, as
Documentation Agent, Bank of America, N.A., as Syndication Agent, Chase
Securities Inc., as Lead Arranger and Book Manager (in such capacity, the
"Arranger") and The Chase Manhattan Bank, as administrative agent for the
Lenders hereunder (in such capacity, the "Administrative Agent"). Capitalized
terms used herein that are not defined herein shall have the meanings ascribed
to them in the Credit Agreement. [______________________] (the "Non-U.S.
Lender") is providing this certificate pursuant to subsection 2.25(d) of the
Credit Agreement. The Non-U.S. Lender hereby represents and warrants that:

         I.       The Non-U.S. Lender is the sole record and beneficial owner of
                  the Loans or the obligations evidenced by Note(s) in respect
                  of which it is providing this certificate.

         II.      The Non-U.S. Lender is not a "bank" for purposes of Section
                  881(c)(3)(A) of the Internal Revenue Code of 1986, as amended
                  (the "Code"). In this regard, the Non-U.S. Lender further
                  represents and warrants that:

                  (a) the Non-U.S. Lender is not subject to regulatory or other
                  legal requirements as a bank in any jurisdiction; and

                  (b) the Non-U.S. Lender has not been treated as a bank for
                  purposes of any tax, securities law or other filing or
                  submission made to any Governmental Authority, any application
                  made to a rating agency or qualification for any exemption
                  from tax, securities law or other legal requirements;

                  (c) the Non-U.S. Lender is not a 10-percent shareholder of the
                  Borrower within the meaning of Section 881(c)(3)(B) of the
                  Code; and

                  (d) the Non-U.S. Lender is not a controlled foreign
                  corporation receiving interest from a related person within
                  the meaning of Section 881(c)(3)(C) of the Code.


<PAGE>   128

         IN WITNESS WHEREOF, the undersigned has duly executed this certificate.

                                      [NAME OF NON-U.S. LENDER]


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

Date:
     -----------------------------