<PAGE>   1
                                                         Exhibit 10.(j)



                                U.S. $270,000,000

                                CREDIT AGREEMENT


                            Dated as of July 14, 2000

                                      Among

                              THE DIAL CORPORATION,
                                   as Borrower

                                       and

                             THE BANKS NAMED HEREIN,
                                   as Lenders

                                       and

                               CITICORP USA, INC.,
                             as Administrative Agent

                                       and

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

                                       and

                              WACHOVIA BANK, N.A.,
                             as Documentation Agent

                                       and

                           SALOMON SMITH BARNEY, INC.
                         BANC OF AMERICA SECURITIES LLC
                                  as Arrangers

<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01               Certain Defined Terms................................................................     1
SECTION 1.02               Computation of Time Periods..........................................................    12
SECTION 1.03               Accounting Terms.....................................................................    12

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01               The Committed Advances...............................................................    12
SECTION 2.02               Making the Committed Advances........................................................    13
SECTION 2.03               Making the Bid Advances..............................................................    15
SECTION 2.04               Fees.................................................................................    18
SECTION 2.05               Termination and Reduction of the Commitments.........................................    19
SECTION 2.06               Repayment and Prepayment of Advances.................................................    19
SECTION 2.07               Interest on Committed Advances.......................................................    20
SECTION 2.08               Interest Rate Determination..........................................................    21
SECTION 2.09               Voluntary Conversion or Continuation of Committed Advances...........................    21
SECTION 2.10               Increased Costs......................................................................    22
SECTION 2.11               Payments and Computations............................................................    23
SECTION 2.12               Taxes................................................................................    24
SECTION 2.13               Sharing of Payments, Etc.............................................................    25
SECTION 2.14               Evidence of Debt.....................................................................    26
SECTION 2.15               Use of Proceeds......................................................................    27
SECTION 2.16               Extension of the Commitment Termination Date.........................................    27
SECTION 2.17               Substitution of Lenders..............................................................    28

                                   ARTICLE III

                     CONDITIONS OF EFFECTIVENESS AND LENDING

SECTION 3.01               Conditions Precedent to Effectiveness................................................   28
SECTION 3.02               Conditions Precedent to Each Committed Borrowing Advance.............................   29
SECTION 3.03               Conditions Precedent to Each Bid Borrowing...........................................   30

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01               Representations and Warranties of the Borrower.......................................   30
</TABLE>


                                      -i-
<PAGE>   3

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
                                    ARTICLE V

                            COVENANTS OF THE BORROWER

SECTION 5.01               Affirmative Covenants................................................................    33
SECTION 5.02               Negative Covenants...................................................................    37

                                   ARTICLE VI

                                EVENTS OF DEFAULT

SECTION 6.01               Events of Default....................................................................    39

                                   ARTICLE VII

                                   THE AGENTS

SECTION 7.01               Authorization and Action.............................................................    41
SECTION 7.02               Agents' Reliance, Etc................................................................    41
SECTION 7.03               CUSA, B of A, Wachovia and Affiliates................................................    42
SECTION 7.04               Lender Credit Decision...............................................................    42
SECTION 7.05               Indemnification......................................................................    42
SECTION 7.06               Successor Agent......................................................................    43
SECTION 7.07               Syndication Agent, Documentation Agent and Arrangers.................................    43

                                  ARTICLE VIII

                                  MISCELLANEOUS

SECTION 8.01               Amendments, Etc......................................................................    44
SECTION 8.02               Notices, Etc.........................................................................    44
SECTION 8.03               No Waiver; Remedies..................................................................    44
SECTION 8.04               Costs, Expenses and Indemnification..................................................    45
SECTION 8.05               Right of Set-off.....................................................................    46
SECTION 8.06               Binding Effect; Entire Agreement.....................................................    46
SECTION 8.07               Assignments and Participations.......................................................    46
SECTION 8.08               Confidentiality......................................................................    49
SECTION 8.09               Governing Law........................................................................    50
SECTION 8.10               Execution in Counterparts............................................................    50
SECTION 8.11               Consent to Jurisdiction; Waiver of Immunities........................................    50
SECTION 8.12               Waiver of Trial by Jury..............................................................    50
</TABLE>


                                      -ii-
<PAGE>   4

SCHEDULES

Schedule I        List of Applicable Lending Offices

Schedule II       Lender's Commitments

EXHIBITS

Exhibit A         Notice of Committed Borrowing

Exhibit B         Notice of Bid Borrowing

Exhibit C         Assignment of Acceptance

Exhibit D         Form of Opinion of Counsel for Borrower

Exhibit E         Form of Opinion of Counsel to the Agents

Exhibit F         Form of Extension Request

Exhibit G         Form of Compliance Certificate

Exhibit H         Form of Committed Note

Exhibit I         Form of Bid Note

Exhibit J         Form of Notice of Conversion/Continuation

Exhibit K         Form of Designation Agreement

<PAGE>   5
                                U.S. $270,000,000
                                CREDIT AGREEMENT

                            Dated as of July 14, 2000

                  This CREDIT AGREEMENT (this "AGREEMENT") is among THE DIAL
CORPORATION, a Delaware corporation (the "BORROWER"), the banks (the "BANKS")
listed on the signature pages hereof, CITICORP USA, INC. ("CUSA"), as
administrative agent for the Lenders hereunder (in such capacity, the
"ADMINISTRATIVE AGENT"), and BANK OF AMERICA, N.A. ("B OF A"), as syndication
agent for the Lenders hereunder (in such capacity, the "SYNDICATION Agent"),
WACHOVIA BANK, N.A. ("WACHOVIA") as documentation agent for the Lenders
hereunder (in such capacity, the "DOCUMENTATION AGENT"; the Administrative
Agent, Syndication Agent and the Documentation Agent being referred to together
as the "AGENTS"), SALOMON SMITH BARNEY, INC. ("SSBI") and BANC OF AMERICA
SECURITIES LLC ("BA SECURITIES") as arrangers for the Lenders hereunder
(collectively, in such capacity, "ARRANGERS" and each individually is an
"ARRANGER") agree as follows:

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01 CERTAIN DEFINED TERMS. As used in this Agreement,
the following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):

                  "Additions to Capital" means the sum of (i) the aggregate net
proceeds, including cash and the fair market value of property other than cash
(as determined in good faith by the Board of Directors of the Borrower as
evidenced by a Board resolution), received by the Borrower from the issue or
sale (other than to a Subsidiary) of capital stock of the Borrower and (ii) the
aggregate of 25% of the after tax gain realized from unusual, extraordinary, and
major nonrecurring items including, but not limited to, the sale, transfer, or
other disposition of (x) any of the stock of any of the Borrower's Subsidiaries
or (y) substantially all of the assets of any geographic or other division or
line of business of the Borrower or any of its Subsidiaries (but excluding any
after tax loss realized on any such unusual, extraordinary, and major
nonrecurring items to the extent they exceed any after tax gains on such items).

                  "Adjusted Eurodollar Rate" means, for any Interest Period for
each Eurodollar Rate Advance comprising part of the same Borrowing, an interest
rate per annum equal to the rate per annum obtained by dividing (a) the average
(rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such
average is not such a multiple) of the rate per annum at which deposits in U.S.
dollars are offered by the principal office of each of the Reference Banks in
London, England to prime banks in the London interbank market at 11:00 A.M.
(London time) two Business Days before the first day of such Interest Period in
an amount substantially equal to the respective Reference Bank's Eurodollar Rate
Advance comprising part of such Borrowing and for a period equal to such
Interest Period by (b) a percentage equal to 100% minus the Eurodollar Rate
Reserve Percentage. The Adjusted Eurodollar Rate for any Interest Period for
each Eurodollar Rate Advance comprising part of the same Borrowing shall be
determined by the Administrative Agent on the basis of applicable rates
furnished to and


<PAGE>   6

received by the Administrative Agent from the Reference Banks two Business Days
before the first day of such Interest Period, subject, however, to the
provisions of Section 2.08.

                  "Administrative Agent" means CUSA, or any Person serving as
its successor agent.

                  "Advance" means a Committed Advance or a Bid Advance.

                  "Affiliate" means, as to any Person, any other Person that,
directly or indirectly, controls, is controlled by or is under common control
with such Person.

                  "Agent" or "Agents" has the meaning specified in the
introductory paragraph of this Agreement; provided, that, for purposes of
Sections 7.02, 7.04, 7.05, 8.04, 8.07(b)(iv) and 8.12 of this Agreement the term
"Agent" or "Agents", as the case may be, shall include Arrangers.

                  "Agreement" means this Credit Agreement as it may be amended,
supplemented or otherwise modified from time to time.

                  "Applicable Lending Office" means, with respect to each
Lender, such Lender's Domestic Lending Office in the case of a Base Rate
Advance, and such Lender's Eurodollar Lending Office in the case of a Eurodollar
Rate Advance.

                  "Applicable Margin" means, for any period for which any
interest payment is to be made with respect to any Advance, the interest rate
per annum derived by dividing (i) the sum of the Daily Margins for each of the
days included in such period by (ii) the number of days included in such period.

                  "Arrangers" means SSBI and BA Securities, collectively, and
each individually is an "Arranger."

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an Eligible Assignee, and accepted by the
Administrative Agent, in substantially the form of Exhibit C hereto.

                  "Bankruptcy Code" means Title 11 of the United States Code
entitled "Bankruptcy" as now and hereafter in effect, or any successor statute.

                  "Base Rate" means, for any period, a fluctuating interest rate
per annum as shall be in effect from time to time which rate per annum shall at
all times be equal to the highest of:

                  (a) the rate of interest announced publicly by Citibank in New
York, New York, from time to time, as Citibank's base rate (which is a rate set
by Citibank based upon various factors including Citibank's costs and desired
return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate);


                                       2
<PAGE>   7

                  (b) the sum of (A) 1/2 of one percent per annum, plus (B) the
rate obtained by dividing (x) the latest three-week moving average of secondary
market morning offering rates in the United States for three-month certificates
of deposit of major United States money market banks (such three-week moving
average being determined weekly by Citibank on the basis of such rates reported
by certificate of deposit dealers to and published by the Federal Reserve Bank
of New York or, if such publication shall be suspended or terminated, on the
basis of quotations for such rates received by Citibank, in either case adjusted
to the nearest 1/16 of one percent or, if there is no nearest 1/16 of one
percent, to the next higher 1/16 of one percent), by (y) a percentage equal to
100% minus the average of the daily percentages specified during such three-week
period by the Board of Governors of the Federal Reserve System for determining
the maximum reserve requirement (including, but not limited to, any marginal
reserve requirements for Citibank in respect of liabilities consisting of or
including (among other liabilities) three-month nonpersonal time deposits of at
least $100,000), plus (C) the average during such three-week period of the daily
net annual assessment rates estimated by Citibank for determining the current
annual assessment payable by Citibank to the Federal Deposit Insurance
Corporation for insuring three-month deposits in the United States; or

                  (c) 1/2 of one percent per annum above the Federal Funds Rate.

                  "Base Rate Advance" means a Committed Advance which bears
interest at a rate per annum determined on the basis of the Base Rate, as
provided in Section 2.07(a).

                  "Bid Advance" means an advance by a Lender to the Borrower as
part of a Bid Borrowing resulting from the auction bidding procedure described
in Section 2.03(a).

                  "Bid Agent" means the Administrative Agent or any lender
designated by the Borrower with the consent of the Administrative Agent.

                  "Bid Borrowing" means a borrowing consisting of simultaneous
Bid Advances of the same Type from each of the Lenders whose offer to make one
or more Bid Advances as part of such borrowing has been accepted by the Borrower
under the auction bidding procedure described in Section 2.03(a).

                  "Bid Reduction" has the meaning specified in Section 2.01(a).

                  "Borrowing" means a Committed Borrowing or a Bid Borrowing.

                  "Business Day" means a day of the year on which banks are not
required or authorized to close in New York City or Los Angeles and, if the
applicable Business Day relates to any Eurodollar Rate Advances, on which
dealings are carried on in the London interbank market.

                  "Capital Lease" means, with respect to any Person, any lease
of any property by that Person as lessee which would, in conformity with GAAP,
be required to be accounted for as a capital lease on the balance sheet of that
Person.

                  "Cash" means money, currency or a credit balance in a deposit
account.


                                       3
<PAGE>   8

                  "Cash Equivalents" means (a) marketable direct obligations
issued or unconditionally guaranteed by the United States government or issued
by any agency thereof and backed by the full faith and credit of the United
States, in each case maturing within one year from the date of acquisition
thereof, (b) marketable direct obligations issued by any state of the United
States of America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having the highest rating generally
obtainable from either S&P or Moody's, (c) commercial paper maturing no more
than one year from the date of creation thereof and, at the time of acquisition,
having a rating of A-1 or higher from S&P or P-1 or higher from Moody's, and (d)
certificates of deposit or bankers' acceptances maturing within one year from
the date of acquisition thereof issued by any lender.

                  "Citibank" means Citibank, N.A.

                  "Closing Date" means the date this Agreement is executed and
the documents referred to in Section 3.01 are delivered to the Agents, which
shall be July 14, 2000 or such other date as may be agreed upon by the Borrower
and the Agents.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Commitment" has the meaning specified in Section 2.01.

                  "Commitment Termination Date" means, with respect to any
Lender, the fifth anniversary of the Closing Date, or such later date to which
the Commitment Termination Date of such Lender may be extended from time to time
pursuant to Section 2.16 (or if any such date is not a Business Day, the next
preceding Business Day).

                  "Committed Advance" means an advance by a Lender to the
Borrower as part of a borrowing consisting of simultaneous Advances from each of
the Lenders pursuant to Section 2.01 and refers to a Base Rate Advance or a
Eurodollar Rate Advance, each of which shall be a "Type" of Advance.

                  "Committed Borrowing" means a borrowing consisting of
simultaneous Committed Advances of the same Type made on the same day pursuant
to the same Notice of Borrowing by each of the Lenders pursuant to Section
2.01(b).

                  "Compliance Certificate" means a certificate substantially in
the form of Exhibit G hereto, delivered to the Lenders by the Borrower pursuant
to Section 5.01(b)(iii).

                  "Convert," "Conversion" and "Converted" each refers to a
conversion of Advances of one Type into Advances of another Type pursuant to
Section 2.09.

                  "Daily Margin" means, for any date of determination, for the
designated Level, Utilization Ratio applicable to such date of determination and
Type of Advance, the following interest rates per annum:


                                       4
<PAGE>   9

<TABLE>
<CAPTION>
                                           Daily Margin when
                                      Utilization Ratio is equal         Daily Margin when Utilization
                                       to or less than 0.50:1.00        Ratio is greater than 0.50:1.00
                                      --------------------------        -------------------------------
                                            TYPE OF ADVANCE                     TYPE OF ADVANCE
                                      --------------------------        -------------------------------
                                       Base Rate      Eurodollar          Base Rate       Eurodollar
                                        Advance      Rate Advance          Advance       Rate Advance
                                      -----------  --------------       ------------   ----------------
<S>                                   <C>          <C>                  <C>            <C>
                  Level 1                 0%            .350%                 0%             .475%
                  Level 2                 0%            .375%                 0%             .500%
                  Level 3                 0%            .475%                 0%             .600%
                  Level 4                 0%            .625%                 0%             .750%
                  Level 5                 0%            .875%                 0%            1.125%
</TABLE>

         For purposes of this definition, (a) "Utilization Ratio" means, as of
         any date of determination, the ratio of (1) the aggregate outstanding
         principal amount of all Advances as of such date to (2) the aggregate
         amount of all Commitments in effect as of such date (whether used or
         unused), (b) if any change in the rating established by S&P, Moody's or
         Fitch with respect to Long-Term Debt shall result in a change in the
         Level, the change in the Daily Margin shall be effective as of the date
         on which such rating change is publicly announced, and (c) if the
         ratings established by any two of S&P, Moody's or Fitch with respect to
         Long-Term Debt are unavailable for any reason for any day, then the
         applicable level for such day shall be deemed to be Level 5 (or, if the
         Requisite Lenders consent in writing, such other Level as may be
         reasonably determined by the Requisite Lenders from a rating with
         respect to Long-Term Debt for such day established by another rating
         agency reasonably acceptable to the Requisite Lenders).

                  "Debt" means (i) indebtedness for borrowed money or for the
deferred purchase price of property or services, (ii) obligations as lessee
under Capital Leases, (iii) obligations under guarantees in respect of
indebtedness or in respect of obligations of others of the kinds referred to in
clause (i) or (ii) above, (iv) liabilities in respect of unfunded vested
benefits under Single Employer Plans, and (v) Withdrawal Liability incurred
under ERISA by the Borrower or any of its ERISA Affiliates to any Multi-employer
Plans.

                  "Designated Bidder" means (i) an Eligible Assignee or (ii) a
special purpose corporation which is engaged in making, purchasing or otherwise
investing in commercial loans in the ordinary course of its business and that
issues (or the parent of which issues) commercial paper rated at least "Prime 1"
by Moody's or "A-1" by S&P or a comparable rating from the successor or either
of them, in either case, (w) is organized under the laws of the United States or
any State thereof, (x) shall have become a party hereto pursuant to Section
8.07(d), (e) and (f), (y) is not otherwise a Lender and (z) shall have been
consented to by the Borrower, which consent shall not be unreasonably withheld.

                  "Designation Agreement" means a designation agreement entered
into by a Lender (other than a Designated Bidder) and a Designated Bidder, and
accepted by the Administrative Agent, in substantially the form of Exhibit K
hereto.

                  "Documentation Agent" means Wachovia.


                                       5
<PAGE>   10

                  "Dollars" and the sign "$" each means lawful money of the
United States of America.

                  "Domestic Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Domestic Lending Office" opposite
its name on Schedule I hereto or in the Assignment and Acceptance pursuant to
which it became a Lender, or such other office of such Lender as such Lender may
from time to time specify to the Borrower and the Agents.

                  "EBITDA" means, for any period, consolidated net income plus
provision for taxes of the Borrower and its Subsidiaries (excluding
extraordinary, unusual, or nonrecurring gains or losses), plus interest expense
of the Borrower and its Subsidiaries, plus depreciation expense of the Borrower
and its Subsidiaries, plus amortization of intangibles of the Borrower and its
Subsidiaries, as determined on a consolidated basis in conformity with GAAP;
provided that to the extent that during such period the Borrower or any of its
Subsidiaries has acquired or disposed of a business or businesses in an amount
for any transaction or series of related transactions exceeding $15,000,000,
such calculations shall be made as if such acquisition or disposition took place
on the first day of such period (on a pro forma basis for the portion of such
period prior to the date of such acquisition (or after the date of such
disposition) and on an actual basis for the portion of such period after the
date of such acquisition (or before the date of such disposition)).

                  "Eligible Assignee" means (i) a commercial bank organized
under the laws of the United States, or any state thereof, and having a combined
capital and surplus of at least $100,000,000; (ii) a commercial bank organized
under the laws of any other country which is a member of the Organization for
Economical Cooperation and Development (the "OECD"), or a political subdivision
of any such country and having a combined capital and surplus of at least
$100,000,000, provided that such bank is acting through a branch or agency
located in the country in which it is organized or another country which is also
a member of the OECD; and (iii) any Person engaged in the business of lending
and that is an Affiliate of a Lender or of a Person of which a Lender is a
Subsidiary.

                  "Environmental Law" means any and all statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or other governmental
restrictions of any federal, state or local governmental authority within the
United States or any State or territory thereof and which relate to the
environment or the release of any materials into the environment.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.

                  "ERISA Affiliate" means any Person who for purposes of Title
IV of ERISA is a member of the Borrower's controlled group, or under common
control with the Borrower, within the meaning of Section 4001(a)(14) of ERISA.

                  "ERISA Event" means (i) the occurrence of a reportable event,
within the meaning of Section 4043 of ERISA, unless the 30-day notice
requirement with respect thereto has been waived by the PBGC; (ii) the provision
by the administrator of any Pension Plan of a


                                       6
<PAGE>   11


notice of intent to terminate such Pension Plan pursuant to Section 4041(a)(2)
of ERISA (including any such notice with respect to a plan amendment referred to
in Section 4041(e) of ERISA); (iii) the cessation of operations at a facility in
the circumstances described in Section 4062(e) of ERISA; (iv) the withdrawal by
the Borrower or an ERISA Affiliate from a Multiple Employer Plan during a plan
year for which it was a substantial employer, as defined in Section 4001(a)(2)
of ERISA; (v) the failure by the Borrower or any ERISA Affiliate to make a
payment to a Pension Plan required under Section 302(f)(1) of ERISA, which
Section imposes a lien for failure to make required payments; (vi) the adoption
of an amendment to a Pension Plan requiring the provision of security to such
Pension Plan, pursuant to Section 307 of ERISA; or (vii) the institution by the
PBGC of proceedings to terminate a Pension Plan, pursuant to Section 4042 of
ERISA, or the occurrence of any event or condition which might constitute
grounds under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, a Pension Plan.

                  "Eurocurrency Liabilities" has the meaning assigned to that
term in Regulation D of the Board of Governors of the Federal Reserve System, as
in effect from time to time.

                  "Eurodollar Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Eurodollar Lending Office" opposite
its name on Schedule I hereto or in the Assignment and Acceptance pursuant to
which it became a Lender (or, if no such office is specified, its Domestic
Lending Office), or such other office of such Lender as such Lender may from
time to time specify to the Borrower and the Administrative Agent.

                  "Eurodollar Rate Advance" means a Committed Advance which
bears interest as provided in Section 2.07(b) and/or a Bid Advance which bears
interest based on the Adjusted Eurodollar Rate as provided in Section 2.03(a).

                  "Eurodollar Rate Reserve Percentage" for any Interest Period
for any Eurodollar Rate Advance means the reserve percentage applicable during
such Interest Period (or if more than one such percentage shall be so
applicable, the daily average of such percentages for those days in such
Interest Period during which any such percentage shall be so applicable) under
regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum reserve
requirements (including, without limitation, any emergency, supplemental or
other marginal reserve requirement) for member banks in the Federal Reserve
System with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities having a term equal to such Interest Period.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Existing Credit Agreement" means the Credit Agreement dated
as of July 24, 1996 among Borrower, the lenders named therein and Citicorp USA,
Inc., as agent, as amended to the date hereof.

                  "Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding


                                       7
<PAGE>   12

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 such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.

                  "Fitch" means Fitch Investment Service, Inc. and any successor
thereto.

                  "Fixed Rate" means, for the period for each Fixed Rate Advance
comprising part of the same Bid Borrowing, the fixed interest rate per annum
determined for such Advance, as provided in Section 2.03(a).

                  "Fixed Rate Advance" means a Bid Advance which bears interest
as a fixed rate per annum determined as provided in Section 2.03(a).

                  "Funded Debt" means outstanding Debt of the Borrower and its
Subsidiaries of the kind described in clauses (i), (ii) and (iii) of the
definition of Debt.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination.

                  "Hostile Acquisition" means the acquisition of the capital
stock or other equity interests of a Person (the "Target") through a tender
offer or similar solicitation of the owners of such capital stock or other
equity interests which has not been approved (prior to such acquisition) by
resolutions of the Board of Directors of the Target or by similar action if the
Target is not a corporation and as to which such approval has not been
withdrawn.

                  "Insufficiency" means, with respect to any Pension Plan, the
amount, if any, of its unfunded benefit liabilities, as defined in Section
4001(a)(18) of ERISA.

                  "Interest Period" means, for each Eurodollar Rate Advance
comprising part of the same Borrowing, the period commencing on the date of such
Eurodollar Rate Advance, or on the date of continuation of such Advance as a
Eurodollar Rate Advance upon expiration of successive Interest Periods
applicable thereto, or on the date of Conversion of a Base Rate Advance into a
Eurodollar Rate Advance, and ending on the last day of the period selected by
the Borrower pursuant to the provisions below. The duration of each such
Interest Period shall be one, two, three or six months, as the Borrower may
select in the Notice of Borrowing or the Notice of Conversion/Continuation for
such Advance; provided, however, that:

                  (i) the Borrower may not select any Interest Period which ends
after the earliest Commitment Termination Date of any Lender then in effect;

                  (ii) Interest Periods commencing on the same date for Advances
comprising part of the same Borrowing shall be of the same duration; and


                                       8
<PAGE>   13

                  (iii) whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of such
Interest Period shall be extended to occur on the next succeeding Business Day,
provided, that if such extension would cause the last day of such Interest
Period to occur in the next following calendar month, the last day of such
Interest Period shall occur on the next preceding Business Day.

                  "Lenders" means the Banks listed on the signature pages hereof
and each Eligible Assignee that shall become a party hereto pursuant to Section
8.07 and, except when used in reference to a Committed Advance, a Committed
Borrowing, a Commitment or a related term, each Designated Bidder.

                  "Level" means Level 1, Level 2, Level 3, Level 4 or Level 5 as
the case may be.

                  "Level 1" means that, as of any date of determination, the
Borrower's Long-Term Debt rating is equal to or higher than at least two of the
following: A- from S&P, A3 from Moody's and/or A- from Fitch.

                  "Level 2" means that, as of any date of determination, the
Borrower's Long-Term Debt rating is equal to at least two of the following: BBB+
from S&P, Baa1 from Moody's and/or BBB+ from Fitch.

                  "Level 3" means that, as of any date of determination, the
Borrower's Long-Term Debt rating is equal to at least two of the following: BBB
from S&P, Baa2 from Moody's and/or BBB from Fitch.

                  "Level 4" means that, as of any date of determination, the
Borrower's Long-Term Debt rating is equal to at least two of the following: BBB-
from S&P, Baa3 from Moody's and/or BBB- from Fitch.

                  "Level 5" means that none of the criteria of Level 1, Level 2,
Level 3 or Level 4 are satisfied.

                  "Lien" means any lien, mortgage, pledge, security interest,
charge or encumbrance of any kind (including any conditional sale or other title
retention agreement and any lease in the nature thereof).

                  "Loan Documents" means this Agreement and the related
documents.

                  "Long-Term Debt" means senior, unsecured, long term debt
securities of the Borrower.

                  "Margin Stock" has the meaning assigned to that term in
Regulation U promulgated by the Board of Governors of the Federal Reserve
System, as in effect from time to time.

                  "Material Subsidiary" means any Subsidiary of the Borrower
having total assets in excess of $10,000,000.


                                       9
<PAGE>   14

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

                  "Multiemployer Plan" means a "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate of
the Borrower is making, or is obligated to make, contributions or has within any
of the preceding six plan years been obligated to make or accrue contributions.

                  "Multiple Employer Plan" means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, which (i) is maintained for employees
of the Borrower or an ERISA Affiliate and at least one Person other than the
Borrower and its ERISA Affiliates or (ii) was so maintained and in respect of
which the Borrower or an ERISA Affiliate could have liability under Section
4063, 4064 or 4069 of ERISA in the event such plan has been or were to be
terminated.

                  "Net Income" means net income in accordance with GAAP.

                  "Net Worth" means minority interests, preferred stock and
common stock and other equity, as shown on the consolidated balance sheet of the
Borrower and its Subsidiaries; provided that there shall be excluded from the
calculation of Net Worth any unrealized gains or losses (net of taxes) on
securities available for sale.

                  "Notice of Bid Borrowing" has the meaning specified in Section
2.03(a).

                  "Notice of Borrowing" means a Notice of Committed Borrowing or
a Notice of Bid Borrowing, as the case may be.

                  "Notice of Committed Borrowing" has the meaning specified in
Section 2.02(a).

                  "Notice of Conversion/Continuation" has the meaning specified
in Section 2.09(a).

                  "Payment Office" means the principal office of CUSA, located
on the date hereof at 2 Penn's Way, Suite 200 New Castle, Delaware, 19720 (or
such other place as the Administrative Agent may designate by notice to the
Borrower and the Lenders from time to time).

                  "PBGC" means the U.S. Pension Benefit Guaranty Corporation.

                  "Pension Plan" means a Single Employer Plan or a Multiple
Employer Plan or both.

                  "Person" means an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political subdivision or agency
thereof.

                  "Potential Event of Default" means a condition or event which,
after notice or lapse of time or both, would constitute an Event of Default if
that condition or event were not cured or removed within any applicable grace or
cure period.


                                       10
<PAGE>   15

                  "Reference Banks" means, B of A, Citibank and Wachovia.

                  "Register" has the meaning specified in Section 8.07(g).

                  "Requisite Lenders" means at any time Lenders holding at least
66-2/3% of the then aggregate unpaid principal amount of the Committed Advances
held by Lenders, or, if no such principal amount is then outstanding, Lenders
having at least 66-2/3% of the Commitments (provided that, for purposes hereof,
neither the Borrower, nor any of its Affiliates, if a Lender, shall be included
in (i) the Lenders holding such amount of the Committed Advances or having such
amount of the Commitments or (ii) determining the aggregate unpaid principal
amount of the Committed Advances or the total Commitments).

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

                  "SEC" means the Securities and Exchange Commission and any
successor agency.

                  "Single Employer Plan" means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, which (i) is maintained for employees
of the Borrower or any ERISA Affiliate and no Person other than the Borrower and
its ERISA Affiliates or (ii) was so maintained and in respect of which the
Borrower or an ERISA Affiliate could have liability under Section 4062 or 4069
of ERISA in the event such plan has been or were to be terminated.

                  "Subsidiary" of any Person means any corporation, association,
partnership or other business entity of which at least 50% of the total voting
power of shares of stock or other securities entitled to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person or a combination thereof.

                  "Syndication Agent" means Bank of America, N.A.

                  "Swaps" means, with respect to any Person, payment obligations
with respect to interest rate swaps, currency swaps and similar obligations
obligating such Person to make payments, whether periodically or upon the
happening of a contingency.

                  "Termination Date" means, with respect to any Lender, the
earlier of (i) the Commitment Termination Date of such Lender and (ii) the date
of termination in whole of the Commitments of all Lenders pursuant to Section
2.05 or 6.01.

                  "Total Utilization of Commitments" means at any date of
determination the sum of (i) the aggregate principal amount of all Committed
Advances outstanding at such date plus (ii) the aggregate principal amount of
all Bid Advances outstanding at such date.

                  "Type" means, with reference to an Advance, a Base Rate
Advance, a Eurodollar Rate Advance, or a Fixed Rate Advance.


                                       11
<PAGE>   16

                  "Withdrawal Liability" has the meaning given such term under
Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02 COMPUTATION OF TIME PERIODS. In this Agreement in
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each means "to but excluding".

                  SECTION 1.03 ACCOUNTING TERMS. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP. All
computations determining compliance with financial covenants or terms, including
definitions used therein, shall be prepared in accordance with generally
accepted accounting principles in effect at the time of the preparation of, and
in conformity with those used to prepare, the financial statements delivered to
the Lenders pursuant to Section 4.01(e). If at any time the computations for
determining compliance with financial covenants or provisions relating thereto
utilize generally accepted accounting principles different than those then being
utilized in the financial statements being delivered to the Lenders, such
financial statements shall be accompanied by a reconciliation statement.

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION 2.01 THE COMMITTED ADVANCES.

                  (a) Each Lender severally agrees, on the terms and conditions
hereinafter set forth, to make Committed Advances to the Borrower from time to
time on any Business Day during the period from the Closing Date to but
excluding the Termination Date, as in effect for such Lender, in an aggregate
principal amount at any one time outstanding not to exceed the amount set
opposite such Lender's name on Schedule II hereof or, if such Lender has entered
into any Assignment and Acceptance set forth for such Lender in the Register
maintained by the Administrative Agent pursuant to Section 8.07(c), as such
amount may be, as such amount may be reduced pursuant to Section 2.05 (such
Lender's "Commitment"), provided that the aggregate amount of the Commitments of
the Lenders shall be deemed used from time to time to the extent of the
aggregate amount of the Bid Advances and such deemed use of the aggregate amount
of the Commitments shall be applied to the Lenders ratably according to their
respective Commitments (such deemed use of the aggregate amount of the
Commitments resulting from the Bid Advances being the "Bid Reduction"); provided
further that (i) in no event shall the aggregate principal amount of Committed
Advances from any Lender outstanding at any time exceed its Commitment then in
effect and (ii) the Total Utilization of Commitments shall not exceed the
aggregate Commitments then in effect.

                  (b) Each Committed Borrowing shall be in an aggregate amount
not less than $5,000,000 or a multiple of $1,000,000 in excess thereof and shall
consist of Committed Advances of the same Type made on the same day by the
Lenders ratably according to their respective Commitments. Within the limits of
each Lender's Commitment, the Company may from time to time borrow, prepay
pursuant to Section 2.06(c) and reborrow under this Section 2.01.


                                       12
<PAGE>   17

                  SECTION 2.02 MAKING THE COMMITTED ADVANCES.

                  (a) Each Committed Borrowing shall be made on notice, given
not later than (x) 11:00 A.M. (New York City time) on the date of a proposed
Committed Borrowing consisting of Base Rate Advances and (y) 11:00 A.M. (New
York City time) on the third Business Day prior to the date of a proposed
Committed Borrowing consisting of Eurodollar Rate Advances, by the Borrower to
the Administrative Agent, which shall give to each Lender prompt notice thereof
by telecopier, telex or cable. Each such notice of a Committed Borrowing (a
"Notice of Committed Borrowing") shall be by telecopier, confirmed immediately
in writing, in substantially the form of Exhibit A hereto, specifying therein
the requested (i) date of such Committed Borrowing, (ii) Type of Committed
Advances comprising such Committed Borrowing, (iii) aggregate amount of such
Committed Borrowing, and (iv) in the case of a Committed Borrowing comprised of
Eurodollar Rate Advances, the initial Interest Period for each such Committed
Advance. The Borrower may, subject to the conditions herein provided, borrow
more than one Committed Borrowing on any Business Day. Each Lender shall, before
2:00 P.M. (New York City time) in the case of a Committed Borrowing consisting
of Base Rate Advances and before 11:00 A.M. (New York City time) in the case of
a Committed Borrowing consisting of Eurodollar Rate Advances, in each case on
the date of such Committed Borrowing, make available for the account of its
Applicable Lending Office to the Administrative Agent at its address referred to
in Section 8.02, in same day funds, such Lender's ratable portion of such
Committed Borrowing. After the Administrative Agent's receipt of such funds and
upon fulfillment of the applicable conditions set forth in Article III, the
Administrative Agent will make such funds available to the Borrower at the
Administrative Agent's aforesaid address.

                  (b) Anything in subsection (a) above to the contrary
         notwithstanding,

                           (i) the Borrower may not select Eurodollar Rate
                  Advances for any Committed Borrowing or with respect to the
                  Conversion or continuance of any Committed Borrowing if the
                  aggregate amount of such Committed Borrowing or such
                  Conversion or continuance is less than $5,000,000;

                           (ii) there shall be no more than five Interest
                  Periods relating to Committed Borrowings consisting of
                  Eurodollar Rate Advances outstanding at any time;

                           (iii) if any Lender shall, at least one Business Day
                  before the date of any requested Committed Borrowing, notify
                  the Administrative Agent that the introduction of or any
                  change in or in the interpretation of any law or regulation
                  makes it unlawful, or that any central bank or other
                  governmental authority asserts that it is unlawful, for such
                  Lender or its Eurodollar Lending Office to perform its
                  obligations hereunder to make Eurodollar Rate Advances or to
                  fund or maintain Eurodollar Rate Advances hereunder, the
                  Commitment of such Lender to make Eurodollar Rate Advances or
                  to Convert all or any portion of Base Rate Advances shall
                  forthwith be suspended until the Administrative Agent shall
                  notify the Borrower that such Lender has determined that the
                  circumstances causing such suspension no longer exist and such
                  Lender's then outstanding Eurodollar Rate Advances, if any,
                  shall be Base Rate Advances; to the extent that such


                                       13
<PAGE>   18

                  affected Eurodollar Rate Advances become Base Rate Advances,
                  all payments of principal that would have been otherwise
                  applied to such Eurodollar Rate Advances shall be applied
                  instead to such Lender's Base Rate Advances; provided that if
                  Requisite Lenders are subject to the same illegality or
                  assertion of illegality, then the right of the Borrower to
                  select Eurodollar Rate Advances for such Committed Borrowing
                  or any subsequent Committed Borrowing or to Convert all or any
                  portion of Base Rate Advances shall forthwith be suspended
                  until the Administrative Agent shall notify the Borrower that
                  the circumstances causing such suspension no longer exist, and
                  each Committed Advance comprising such Committed Borrowing
                  shall be a Base Rate Advance;

                           (iv) if fewer than two Reference Banks furnish timely
                  information to the Administrative Agent for determining the
                  Adjusted Eurodollar Rate for any Eurodollar Rate Advances
                  comprising any requested Committed Borrowing, the right of the
                  Borrower to select Eurodollar Rate Advances for such Committed
                  Borrowing or any subsequent Committed Borrowing shall be
                  suspended until the Administrative Agent shall notify the
                  Borrower and the Lenders that the circumstances causing such
                  suspension no longer exist, and each Advance comprising such
                  Committed Borrowing shall be made as a Base Rate Advance; and

                           (v) if the Requisite Lenders shall, at least one
                  Business Day before the date of any requested Committed
                  Borrowing, notify the Administrative Agent that the Adjusted
                  Eurodollar Rate for Eurodollar Rate Advances comprising such
                  Committed Borrowing will not adequately reflect the cost to
                  such Requisite Lenders of making, funding or maintaining their
                  respective Eurodollar Rate Advances for such Committed
                  Borrowing, the right of the Borrower to select Eurodollar Rate
                  Advances for such Committed Borrowing or any subsequent
                  Committed Borrowing shall be suspended until the
                  Administrative Agent shall notify the Borrower and the Lenders
                  that the circumstances causing such suspension no longer
                  exist, and each Committed Advance comprising such Committed
                  Borrowing shall be made as a Base Rate Advance.

                  (c) Each Notice of Committed Borrowing shall be irrevocable
and binding on the Borrower. In the case of any Committed Borrowing which the
related Notice of Committed Borrowing specifies is to be comprised of Eurodollar
Rate Advances, the Borrower shall indemnify each Lender against any loss, cost
or expense incurred by such Lender by reason of the liquidation or reemployment
of deposits or other funds acquired by such Lender to fund the Advance to be
made by such Lender as part of such Committed Borrowing or by reason of the
termination of hedging or other similar arrangements, in each case when such
Advance is not made on such date (other than by reason of (i) a breach of a
Lender's obligations hereunder or (ii) a suspension of Eurodollar Rate Advances
under clauses (iii), (iv) or (v) of paragraph (b) of this Section 2.02),
including without limitation, as a result of any failure to fulfill on or before
the date specified in such Notice of Committed Borrowing for such Committed
Borrowing the applicable conditions set forth in Article III.


                                       14
<PAGE>   19

                  (d) Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Committed Borrowing that such Lender will
not make available to the Administrative Agent such Lender's ratable portion of
such Committed Borrowing, the Administrative Agent may assume that such Lender
has made such portion available to the Administrative Agent on the date of such
Committed Borrowing in accordance with subsection (a) of this Section 2.02 and
the Administrative Agent may, in reliance upon such assumption, make available
to the Borrower on such date a corresponding amount. If and to the extent that
such Lender shall not have so made such ratable portion available to the
Administrative Agent, such Lender and the Borrower severally agree to repay to
the Administrative Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such amount is made available
to the Borrower until the date such amount is repaid to the Administrative
Agent, at (i) in the case of the Borrower, the interest rate applicable at the
time to Advances comprising such Committed Borrowing and (ii) in the case of
such Lender, the Federal Funds Rate. If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Lender's Advance as part of such Committed Borrowing for
purposes of this Agreement.

                  (e) The failure of any Lender to make the Advance to be made
by it as part of any Committed Borrowing shall not relieve any other Lender of
its obligation, if any, hereunder to make its Advance on the date of such
Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Advance to be made by such other Lender on the date of any
Committed Borrowing.

                  SECTION 2.03 MAKING THE BID ADVANCES.

                  (a) Each Lender severally agrees that the Borrower may make
Bid Borrowings in Dollars under this Section 2.03 from time to time on any
Business Day during the period from the Closing Date until the date occurring
one month prior to the Termination Date, in the manner set forth below; provided
that, after giving effect to the making of each Bid Borrowing, the Total
Utilization of Commitments shall not exceed the aggregate Commitments then in
effect and the aggregate amount of the Bid Advances of all Lenders then
outstanding shall not exceed the aggregate Commitments then in effect.

                           (i) The Borrower may request a Bid Borrowing under
                  this Section 2.03 by delivering to the Bid Agent, by
                  telecopier, telex or cable, confirmed immediately in writing,
                  a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in
                  substantially the form of Exhibit B hereto, specifying the
                  date and aggregate amount of the proposed Bid Borrowing, the
                  maturity date for repayment of each Bid Advance to be made as
                  part of such Bid Borrowing (which maturity date may not be
                  earlier than the date occurring thirty (30) days (in the case
                  of Fixed Rate Advances) or one (1) month (in the case of
                  Eurodollar Rate Advances) after the date of such Bid
                  Borrowing, or in any case later than the Termination Date),
                  whether the Lenders should offer to make Fixed Rate Advances
                  or Eurodollar Rate Advances, the interest payment date or
                  dates relating thereto, and any other terms to be applicable
                  to such Bid Borrowing, not later than 10:00 A.M. (New York
                  City time) (A) at least one (1) Business Day prior to the date
                  of a proposed Bid Borrowing consisting of Fixed Rate Advances


                                       15
<PAGE>   20

                  and (B) at least four (4) Business Days prior to the date of a
                  proposed Bid Borrowing consisting of Eurodollar Rate Advances.
                  The Bid Agent shall in turn promptly notify each Lender of
                  each request for a Bid Borrowing received by it from the
                  Borrower by sending such Lender a copy of the related Notice
                  of Bid Borrowing.

                           (ii) Each Lender may, if, in its sole discretion, it
                  elects to do so, irrevocably offer to make one or more Bid
                  Advances to the Borrower as part of such proposed Bid
                  Borrowing at a Fixed Rate or Rates or a margin or margins
                  relative to the Adjusted Eurodollar Rate, as requested by the
                  Borrower. Each Lender electing to make such an offer shall do
                  so by notifying the Bid Agent (which shall give prompt notice
                  thereof to the Borrower), before 10:00 A.M. (New York City
                  time) (A) the date of such proposed Bid Borrowing, in the case
                  of a Notice of Bid Borrowing delivered pursuant to clause (A)
                  of paragraph (i) above and (B) three (3) Business Days before
                  the date of such proposed Bid Borrowing, in the case of a
                  Notice of Bid Borrowing delivered pursuant to clause (B) of
                  paragraph (i) above, of the amount of each Bid Advance which
                  such Lender would be willing to make as part of such proposed
                  Bid Borrowing (which amount may, subject to the proviso to the
                  first sentence of this Section 2.03(a), exceed such Lender's
                  Commitment, if any), the Fixed Rate or Rates or margin or
                  margins relative to the Adjusted Eurodollar Rate, as requested
                  by the Borrower, which such Lender would be willing to accept
                  for such Bid Advance and such Lender's Applicable Lending
                  Office with respect to such Bid Advance; provided that if the
                  Bid Agent in its capacity as a Lender, or any affiliate of the
                  Bid Agent in its capacity as a Lender, shall, in its sole
                  discretion, elect to make any such offer, it shall notify the
                  Borrower of such offer before 9:00 A.M. (New York City time)
                  on the date on which notice of such election is to be given to
                  the Bid Agent by the other Lenders.

                           (iii) The Borrower, in turn, (A) before 12:00 P.M.
                  (New York City time) the date of such proposed Bid Borrowing,
                  in the case of a Notice of Bid Borrowing delivered pursuant to
                  clause (A) of paragraph (i) above and (B) before 12:00 Noon
                  (New York City time) three (3) Business Days before the date
                  of such proposed Bid Borrowing, in the case of a Notice of Bid
                  Borrowing delivered pursuant to clause (B) of paragraph (i)
                  above, either

                           (x) cancel such Bid Borrowing by giving the Bid Agent
                  notice to that effect, or

                           (y) accept one or more of the offers made by any
                  Lender or Lenders pursuant to paragraph (ii) above, in its
                  sole discretion, by giving notice to the Bid Agent of the
                  amount of each Bid Advance to be made by each Lender as part
                  of such Bid Borrowing, and reject any remaining offers made by
                  Lenders pursuant to paragraph (ii) above by giving the Bid
                  Agent notice to that effect; provided that acceptance of
                  offers may only be made on the basis of ascending rates for
                  Bid Borrowings of the same Type and duration; and provided
                  further that the Borrower may not accept offers in excess of
                  the aggregate amount requested in


                                       16
<PAGE>   21

                  the Notice of Bid Borrowing; and provided further still if
                  offers are made by two or more Lenders for the same Type of
                  Bid Borrowing for the same duration and with the same rate of
                  interest, in an aggregate amount which is greater than the
                  amount requested, such offers shall be accepted on a pro rata
                  basis in proportion to the amount of the offer made by each
                  such Lender.

                           (iv) If the Borrower notifies the Bid Agent that such
                  Bid Borrowing is cancelled pursuant to paragraph (iii)(x)
                  above, the Bid Agent shall give prompt notice thereof to the
                  Lenders and such Bid Borrowing shall not be made.

                           (v) If the Borrower accepts (which acceptance may not
                  be revoked) one or more of the offers made by any Lender or
                  Lenders pursuant to paragraph (iii)(y) above, the Bid Agent
                  shall in turn promptly notify (A) each Lender that has made an
                  offer as described in paragraph (ii) above, of the date and
                  aggregate amount of such Bid Borrowing and whether or not any
                  offer or offers made by such Lender pursuant to paragraph (ii)
                  above have been accepted by the Borrower, (B) each Lender that
                  is to make a Bid Advance as part of such Bid Borrowing, of the
                  amount of each Bid Advance to be made by such Lender as part
                  of such Bid Borrowing, and (C) each Lender that is to make a
                  Bid Advance as part of such Bid Borrowing, upon receipt, that
                  the Bid Agent has received forms of documents appearing to
                  fulfill the applicable conditions set forth in Article III.

                  (b) Each Lender that is to make a Bid Advance as part of a Bid
Borrowing shall, before 1:00 P.M. (New York City time) on the date of such Bid
Borrowing specified in the Notice of Bid Borrowing relating thereto, make
available for the account of its Applicable Lending Office to the Bid Agent at
such account maintained at the Payment Office for Dollars as shall have been
notified by the Bid Agent to the Lenders prior thereto and in same day funds,
such Lender's portion of such Bid Borrowing. Upon fulfillment of the applicable
conditions set forth in Article III and after receipt by the Bid Agent of such
funds, the Bid Agent will make such funds available to the Borrower requesting a
Bid Advance at the aforesaid applicable Payment Office. Promptly after each Bid
Borrowing the Bid Agent will notify each Lender of the amount of the Bid
Borrowing, the consequent Bid Reduction and the dates upon which such Bid
Reduction commenced and will terminate. The Borrower shall indemnify each Lender
which is to make a Bid Advance (as a result of the acceptance by the Borrower of
one or more offers by such Lender) as part of a Bid Borrowing against any loss,
cost or expense incurred by such Lender by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the Bid
Advance to be made by such Lender as part of such Bid Borrowing or by reason of
the termination of hedging or other similar arrangements, in each case when such
Bid Advance is not made on such date (other than by reason of a breach of a
Lender's obligations hereunder), including without limitation, as a result of
any failure to fulfill on or before the date specified in such notice of Bid
Borrowing for such Bid Borrowing the applicable conditions set forth in Article
III.

                  (c) Each Bid Borrowing shall be in an aggregate principal
amount of not less than $5,000,000 with increments of $1,000,000 and, following
the making of each Bid Borrowing, the Borrower and each Lender shall be in
compliance with the limitations set forth in the proviso to the first sentence
of subsection (a) above.


                                       17
<PAGE>   22

                  (d) Within the limits and on the conditions set forth in this
Section 2.03, the Borrower may from time to time borrow under this Section 2.03,
repay or prepay pursuant to subsection (e) below, and reborrow under this
Section 2.03; provided that a Notice of Bid Borrowing shall not be given within
seven (7) Business Days of the date of any other Notice of Bid Borrowing.

                  (e) The Borrower shall repay to the Bid Agent for the account
of each Lender which has made, or holds the right to repayment of, a Bid Advance
to such Borrower on the maturity date of each Bid Advance (such maturity date
being that specified by the Borrower for repayment of such Bid Advance in the
related Notice of Bid Borrowing delivered pursuant to subsection (a)(i) above)
the then unpaid principal amount of such Bid Advance. The Borrower shall not
have the right to prepay any principal amount of any Bid Advance unless, and
then only on the terms, specified by the Borrower for such Bid Advance in the
related Notice of Bid Borrowing delivered pursuant to subsection (a)(i) above.

                  (f) The Borrower shall pay interest on the unpaid principal
amount of each Bid Advance from the date of such Bid Advance to the date the
principal amount of such Bid Advance is repaid in full, at the rate of interest
for such Bid Advance specified by the Lender making such Bid Advance in its
notice with respect thereto delivered pursuant to subsection (a)(ii) above,
payable on the interest payment date or dates specified by the Borrower for such
Bid Advance in the related Notice of Bid Borrowing delivered pursuant to
subsection (a)(i) above; provided that any principal amount of any Bid Rate
Advance which is not paid when due (whether at stated maturity, by acceleration
or otherwise) shall bear interest from the date on which such amount is due
until such amount is paid in full, payable on demand, at a rate per annum equal
at all times to (A) until the scheduled maturity date of such Bid Advance, the
greater of (x) 2% per annum above the Base Rate in effect from time to time and
(y) 2% per annum above the rate per annum required to be paid on such amount
immediately prior to the date on which such amount became due, and (B) from and
after the scheduled maturity date of such Bid Advance, 2% per annum above the
Base Rate in effect from time to time.

                  SECTION 2.04 FEES.

                  (a) Facility Fees. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender (other than the Designated
Bidders) a facility fee on such Lender's daily average Commitment, whether used
or unused (and without giving effect to any Bid Reduction), from the Closing
Date in the case of each Lender and from the effective date specified in the
Assignment and Acceptance pursuant to which it became a Lender in the case of
each other Lender until the Termination Date of such Lender, payable quarterly
in arrears on the last day of each March, June, September and December during
the term of such Lender's Commitment, commencing September 30, 2000, and on the
Termination Date of such Lender, in an amount equal to the product of (i) such
Lender's daily average Commitment, whether used or unused and without giving
effect to any Bid Reduction, in effect during the period for which such payment
that is to be made times (ii) the weighted average rate per annum that is
derived from the following rates: (a) a rate of 0.10% per annum with respect to
each day during such period that the ratings with respect to Long-Term Debt were
at Level 1, (b) a rate of 0.125% per annum with respect to each day during such
period that such ratings were at Level 2, (c) a rate of 0.15% per annum with
respect to each day during such period that such ratings were at Level 3,


                                       18
<PAGE>   23

(d) a rate of 0.25% per annum with respect to each day during such period that
such ratings were at Level 4, (e) at the rate of 0.375% per annum with respect
to each day during such period that such ratings were at Level 5. If any change
in the rating established by S&P, Moody's or Fitch with respect to Long-Term
Debt shall result in a change in the Level, the change in the commitment fee
shall be effective as of the date on which such rating change is publicly
announced. If the ratings established by any two of S&P, Moody's or Fitch with
respect to Long-Term Debt are unavailable for any reason for any day, then the
applicable level for purposes of calculating the commitment fee for such day
shall be deemed to be Level 5 (or, if the Requisite Lenders consent in writing,
such other Level as may be reasonably determined by the Requisite Lenders from a
rating with respect to Long-Term Debt for such day established by another rating
agency reasonably acceptable to the Requisite Lenders).

                  (b) Bid Advance Administration Fee. The Borrower agrees to pay
the Bid Agent for its own account a handling fee of $3,500 in connection with
each request for a Bid Advance pursuant to Section 2.03.

                  (c) Agents' Fees. The Borrower agrees to pay to each of SSBI
and CUSA the fees payable to each such Agent pursuant to the fee letter dated as
of April 17, 2000 among the Borrower, CUSA and SSBI in the amount and at the
times specified in such letter.

                  SECTION 2.05 TERMINATION AND REDUCTION OF THE COMMITMENTS.

                  (a) Mandatory Termination. In the event that a mandatory
prepayment in full of the Advances is required by the Requisite Lenders pursuant
to Section 2.06(b) (whether or not there are Advances outstanding), the
Commitments of the Lenders shall immediately terminate.

                  (b) Optional Reductions. The Borrower shall have the right,
upon at least three (3) Business Days' notice to the Administrative Agent, to
terminate in whole or reduce ratably in part the unused portions of the
respective Commitments of the Lenders; provided that (i) each partial reduction
shall be in the aggregate amount of $5,000,000 or a multiple of $1,000,000 in
excess thereof, and (ii) the aggregate amount of the Commitments of the Lenders
shall not be reduced to an amount which is less than the Total Utilization of
Commitments.

                  (c) No Reinstatement. Once so reduced or terminated pursuant
to this Section 2.05, the Commitments of the Lenders shall not be reinstated.

                  SECTION 2.06 REPAYMENT AND PREPAYMENT OF ADVANCES.

                  (a) Mandatory Repayment on Certain Date. The Borrower shall
repay the outstanding principal amount of each Committed Advance made by each
Lender on the Termination Date of such Lender, and (ii) each Bid Advance at the
maturity date specified in the Notice of Bid Borrowing.

                  (b) Mandatory Prepayment in Certain Events. If any one of the
following events shall occur from and after the Closing Date:

                           (i) any Person or Persons acting in concert shall
                  acquire beneficial ownership of more than 40% of the
                  Borrower's voting stock; or


                                       19
<PAGE>   24

                           (ii) during any period of up to 12 months,
                  individuals who at the beginning of such period were directors
                  of the Borrower shall cease to constitute a majority of the
                  Borrower's board of directors; or

                           (iii) any Debt which is outstanding in a principal
                  amount of at least $25,000,000 in the aggregate (but excluding
                  Debt arising under this Agreement) of the Borrower or any of
                  its Subsidiaries (as the case may be) shall be required to be
                  prepaid (other than by a regularly scheduled required
                  prepayment or by a required prepayment of insurance proceeds
                  or by a required prepayment as a result of formulas based on
                  asset sales or excess cash flow), redeemed, purchased or
                  defeased, or an offer to prepay, redeem, purchase or defease
                  such Debt shall be required to be made, in each case prior to
                  the stated maturity thereof (other than as set forth in
                  Section 6.01(d));

         then, and in any such event, if the Administrative Agent shall have
         received notice from the Requisite Lenders that they elect to have the
         Advances prepaid in full and the Administrative Agent shall have
         provided notice to the Borrower that the Advances are to be prepaid in
         full, the Borrower shall immediately prepay in full the Advances,
         together with interest accrued to the date of prepayment and reimburse
         the Lenders in respect thereof pursuant to Section 8.04(b).

                  (c) Voluntary Prepayments of Committed Borrowings.

                           (i) The Borrower shall have no right to prepay any
                  principal amount of any Advances other than as provided in
                  this subsection (c).

                           (ii) The Borrower may, upon notice to the
                  Administrative Agent no later than 11:00 A.M. (New York time)
                  (i) on the date the Borrower proposes to prepay Advances in
                  the case of Base Rate Advances and (ii) at least two (2)
                  Business Days' notice to the Administrative Agent in the case
                  of Eurodollar Rate Advances, stating the proposed date and
                  aggregate principal amount of the prepayment, and if such
                  notice is given the Borrower shall, prepay the outstanding
                  principal amounts of the Advances comprising part of the same
                  Committed Borrowing in whole or ratably in part; provided,
                  however, that (x) each partial prepayment shall be in an
                  aggregate principal amount not less than $5,000,000 and
                  multiples of $1,000,000 in excess thereof, and (y) in the case
                  of any such prepayment of any Eurodollar Rate Advance, the
                  Borrower shall pay all accrued interest to the date of such
                  prepayment on the portion of such Eurodollar Rate Advance
                  being prepaid and shall be obligated to reimburse the Lenders
                  in respect thereof pursuant to Section 8.04(b).

                  (d) No Prepayment of Bid Borrowings. The Borrower shall have
no right to prepay any principal amount of any Bid Advances.

                  SECTION 2.07 INTEREST ON COMMITTED ADVANCES. The Borrower
shall pay to each Lender interest accrued on the principal amount of each
Committed Advance


                                       20
<PAGE>   25

outstanding from time to time from the date of such Advance until such principal
amount shall be paid in full, at the following rates per annum:

                  (a) Base Rate Advances. If such Committed Advance is a Base
Rate Advance, a rate per annum equal at all times to (i) the Base Rate in effect
from time to time plus (ii) the Applicable Margin, if any, payable quarterly in
arrears on the last day of each March, June, September and December during the
term of this Agreement, commencing September 30, 2000, and on the Termination
Date of the applicable Lender; provided that any amount of principal, interest,
fees and other amounts payable under this Agreement (including, without
limitation, the principal amount of Base Rate Advances, but excluding the
principal amount of Eurodollar Rate Advances) which is not paid when due
(whether at stated maturity, by acceleration or otherwise) shall bear interest
from the date on which such amount is due until such amount is paid in full,
payable on demand, at a rate per annum equal at all times to 2% per annum above
the Base Rate in effect from time to time.

                  (b) Eurodollar Rate Advances. If such Committed Advance is a
Eurodollar Rate Advance, a rate per annum equal at all times during the Interest
Period for such Advance to the sum of (i) the Adjusted Eurodollar Rate for such
Interest Period plus (ii) the Applicable Margin, payable in arrears on the last
day of such Interest Period and, if such Interest Period has a duration of more
than three months, on the day which occurs during such Interest Period three
months from the first day of such Interest Period; provided that any principal
amount of any Eurodollar Rate Advance which is not paid when due (whether at
stated maturity, by acceleration or otherwise) shall bear interest from the date
on which such amount is due until such amount is paid in full, payable on
demand, at a rate per annum equal at all times to (A) during the Interest Period
applicable to such Eurodollar Rate Advance, the greater of (x) 2% per annum
above the Base Rate in effect from time to time and (y) 2% per annum above the
rate per annum required to be paid on such amount immediately prior to the date
on which such amount became due and (B) after the expiration of such Interest
Period, 2% per annum above the Base Rate in effect from time to time.

                  SECTION 2.08 INTEREST RATE DETERMINATION. (a) Each Reference
Bank agrees to furnish to the Administrative Agent timely information for the
purpose of determining each Adjusted Eurodollar Rate. If any one or more of the
Reference Banks shall not furnish such timely information to the Administrative
Agent for the purpose of determining any such interest rate, the Administrative
Agent shall determine such interest rate on the basis of timely information
furnished by the remaining Reference Banks, subject to Section 2.02(b)(iv).

                  (b) The Administrative Agent shall give prompt notice to the
Borrower and the Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.07(a) or 2.07(b), and the
applicable rate, if any, furnished by each Reference Bank for the purpose of
determining the applicable interest rate under Section 2.07(b).

                  SECTION 2.09 VOLUNTARY CONVERSION OR CONTINUATION OF COMMITTED
ADVANCES.

                  (a) The Borrower may on any Business Day, upon notice given to
the Administrative Agent not later than 12:00 noon (New York City time) on the
third Business Day


                                       21
<PAGE>   26


prior to the date of the proposed Conversion or continuance (a "Notice of
Conversion/Continuation"), in substantially the form of Exhibit J hereto, and
subject to the provisions of Section 2.02(b), (1) Convert all Committed Advances
of one Type comprising the same Committed Borrowing into Advances of another
Type and (2) upon the expiration of any Interest Period applicable to Committed
Advances which are Eurodollar Rate Advances, continue all (or, subject to
Section 2.02(b), any portion of) such Advances as Eurodollar Rate Advances and
the succeeding Interest Period(s) of such continued Advances shall commence on
the last day of the Interest Period of the Advances to be continued; provided,
however, that any Conversion of any Eurodollar Rate Advances into Base Rate
Advances shall be made on, and only on, the last day of an Interest Period for
such Eurodollar Rate Advances. Each such Notice of Conversion/Continuation
shall, within the restrictions specified above, specify (i) the date of such
continuation or Conversion, (ii) the Committed Advances (or, subject to Section
2.02(b), any portion thereof) to be continued or Converted, (iii) if such
continuation is of, or such Conversion is into, Eurodollar Rate Advances, the
duration of the Interest Period for each such Committed Advance, and (iv) in the
case of a continuation of or a Conversion into a Eurodollar Rate Advance, that
no Potential Event of Default or Event of Default has occurred and is
continuing.

                  (b) If upon the expiration of the then existing Interest
Period applicable to any Committed Advance which is a Eurodollar Rate Advance,
the Borrower shall not have delivered a Notice of Conversion/Continuation in
accordance with this Section 2.09, then such Advance shall upon such expiration
automatically be Converted to a Base Rate Advance.

                  (c) After the occurrence of and during the continuance of a
Potential Event of Default or an Event of Default, the Borrower may not elect to
have an Advance be made or continued as, or Converted into, a Eurodollar Rate
Advance after the expiration of any Interest Period then in effect for that
Advance.

                  SECTION 2.10 INCREASED COSTS.

                  (a) If, due to either (i) the introduction of or any change
(other than any change by way of imposition or increase of reserve requirements
in the case of Eurodollar Rate Advances included in the Eurodollar Rate Reserve
Percentage) in or in the interpretation of any law or regulation or (ii) the
compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law), there shall be
any increase in the cost to any Lender of agreeing to make or making, funding or
maintaining Eurodollar Rate Advances, then the Borrower shall from time to time,
upon demand by such Lender (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender
additional amounts sufficient to compensate such Lender for such increased cost.
A reasonably detailed certificate as to the amount and manner of calculation of
such increased cost, submitted to the Borrower and the Administrative Agent by
such Lender, shall be conclusive and binding for all purposes, absent manifest
error.

                  (b) If any Lender (other than Designated Bidders) determines
that compliance with any law or regulation or any guideline or request from any
central bank or other governmental authority (whether or not having the force of
law) affects or would affect the amount of capital required or expected to be
maintained by such Lender or any corporation


                                       22
<PAGE>   27


controlling such Lender and that the amount of such capital is increased by or
based upon the existence of such Lender's commitment to lend hereunder and other
commitments of this type, then, upon demand by such Lender (with a copy of such
demand to the Administrative Agent), the Borrower shall immediately pay to the
Administrative Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender or such corporation in the light of such circumstances, to the extent
that such Lender reasonably determines such increase in capital to be allocable
to the existence of such Lender's commitment to lend hereunder. A reasonably
detailed certificate as to such amounts and the manner of calculation thereof
submitted to the Borrower and the Administrative Agent by such Lender shall be
conclusive and binding for all purposes, absent manifest error.

                  (c) If a Lender shall change its Applicable Lending Office,
such Lender shall not be entitled to receive any greater payment under Sections
2.10 and 2.12 than the amount such Lender would have been entitled to receive if
it had not changed its Applicable Lending Office, unless such change was made at
the request of the Borrower or at a time when the circumstances giving rise to
such greater payment did not exist.

                  SECTION 2.11 PAYMENTS AND COMPUTATIONS.

                  (a) The Borrower shall make each payment hereunder not later
than 1:00 P.M. (New York City time) on the day when due in Dollars to the
Administrative Agent at its address referred to in Section 8.02 in same day
funds. Subject to the immediately succeeding sentence, the Administrative Agent
will promptly thereafter cause to be distributed like funds relating to the
payment of principal or interest or commitment fees ratably (other than amounts
payable pursuant to Section 2.10 or 2.12 or, to the extent the Termination Date
is not the same for all Lenders, pursuant to Section 2.06(a)) to the Lenders for
the account of their respective Applicable Lending Offices, and like funds
relating to the payment of any other amount payable to any Lender to such Lender
for the account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon receipt of principal or
interest paid after an Event of Default and an acceleration or a deemed
acceleration of amounts due hereunder, the Administrative Agent will promptly
thereafter cause to be distributed like funds relating to the payment of
principal or interest ratably in accordance with each Lender's outstanding
Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the
Lenders for the account of their respective Applicable Lending Offices. Upon its
acceptance of an Assignment and Acceptance and recording of the information
contained therein in the Register pursuant to Section 8.07(c), from and after
the effective date specified in such Assignment and Acceptance, the
Administrative Agent shall make all payments hereunder in respect of the
interest assigned thereby to the Lender assignee thereunder, and the parties to
such Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.

                  (b) All computations of interest based on the Base Rate shall
be made by the Administrative Agent on the basis of a year of 365 or 366 days,
as the case may be, and all computations of interest based on the Adjusted
Eurodollar Rate, the Federal Funds Rate or the Fixed Rate and of commitment fees
shall be made by the Administrative Agent on the basis of a year of 360 days, in
each case for the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest or such fees are
payable.


                                       23
<PAGE>   28

Each determination by the Administrative Agent of an interest rate hereunder
shall be conclusive and binding for all purposes, absent manifest error.

                  (c) Whenever any payment hereunder shall be stated to be due
on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or commitment fee, as the
case may be; provided, however, if such extension would cause payment of
interest on or principal of Eurodollar Rate Advances to be made in the next
following calendar month, such payment shall be made on the next preceding
Business Day.

                  (d) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the Lenders
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent that the Borrower shall not have so made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate.

                  SECTION 2.12 TAXES.

                  (a) Any and all payments by the Borrower hereunder shall be
made, in accordance with Section 2.10, free and clear of and without deduction
for any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding (i) in the
case of each Lender and each Agent, taxes imposed on its income, and franchise
taxes imposed on it, by the jurisdiction under the laws of which such Lender or
such Agent (as the case may be) is organized or any political subdivision
thereof or in which its principal office is located, (ii) in the case of each
Lender taxes imposed on its net income, and franchise taxes imposed on it, by
the jurisdiction of such Lender's Applicable Lending Office or any political
subdivision thereof and (iii) in the case of each Lender and each Agent, taxes
imposed by the United States by means of withholding at the source if and to the
extent that such taxes shall be in effect and shall be applicable on the date
hereof in the case of each Bank and on the effective date of the Assignment and
Acceptance pursuant to which it became a Lender in the case of each other
Lender, on payments to be made to the Agents or such Lender's Applicable Lending
Office (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as "Taxes"). If the
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder to any Lender or either Agent, (i) the sum payable shall
be increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
2.12) such Lender or such Agent (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law.


                                       24
<PAGE>   29

                  (b) In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies which arise from the execution, delivery or registration of,
or otherwise with respect to, this Agreement (hereinafter referred to as "Other
Taxes").

                  (c) The Borrower will indemnify each Lender and each Agent for
the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.12) paid by such Lender or such Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto, whether or not such Taxes or Other Taxes were correctly or
legally asserted. This indemnification shall be made within 30 days from the
date such Lender or such Agent (as the case may be) makes written demand
therefor.

                  (d) Within 30 days after the date of any payment of Taxes, the
Borrower will furnish to the Administrative Agent, at its address referred to in
Section 8.02, the original or a certified copy of a receipt evidencing payment
thereof.

                  (e) Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each Bank and on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender in the case of each other
Lender, and from time to time thereafter if requested in writing by the Borrower
(but only so long as such Lender remains lawfully able to do so), shall provide
the Borrower with Internal Revenue Service form W-8BEN or W-8EC1, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
to establish that such Lender is not subject to United States withholding tax
with respect to any payments to such Lender of interest payable under this
agreement. If the form provided by a Lender at the time such Lender first
becomes a party to this Agreement indicates a United States interest withholding
tax rate in excess of zero, withholding tax at such rate shall be considered
excluded from "Taxes" as defined in Section 2.12(a).

                  (f) For any period with respect to which a Lender has failed
to provide the Borrower with the appropriate form described in Section 2.12(e)
(other than if such failure is due to a change in law occurring subsequent to
the date on which a form originally was required to be provided, or if such form
otherwise is not required under the first sentence of subsection (e) above),
such Lender shall not be entitled to indemnification under Section 2.11(a) with
respect to Taxes imposed by the United States; provided, however, that should a
Lender become subject to Taxes because of its failure to deliver a form required
hereunder, the Borrower shall, at the expense of such Lender, take such steps as
the Lender shall reasonably request to assist the Lender to recover such Taxes.

                  (g) Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the Borrower
contained in this Section 2.12 shall survive the payment in full of principal
and interest hereunder.

                  SECTION 2.13 SHARING OF PAYMENTS, ETC. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Advances made by it (other
than pursuant to Section 2.10 or 2.12


                                       25
<PAGE>   30

or, to the extent the Termination Date is not the same for all Lenders, pursuant
to Section 2.06(a)) in excess of its ratable share of payments on account of the
Committed Advances obtained by all the Lenders, such Lender shall forthwith
purchase from the other Lenders such participations in the Committed Advances
made by them as shall be necessary to cause such purchasing Lender to share the
excess payment ratably with each of them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and such Lender shall
repay to the purchasing Lender the purchase price to the extent of such recovery
together with an amount equal to such Lender's ratable share (according to the
proportion of (i) the amount of such Lender's required repayment to (ii) the
total amount so recovered from the purchasing Lender) of any interest or other
amount paid or payable by the purchasing Lender in respect of the total amount
so recovered. The Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to this Section 2.13 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Lender were the
direct creditor of the Borrower in the amount of such participation.

                  SECTION 2.14 EVIDENCE OF DEBT.

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

                  (b) The Register maintained by the Administrative Agent
pursuant to Section 8.07(g) shall include a control account, and a subsidiary
account for each Lender, in which accounts (taken together) shall be recorded
(i) the date, amount and tenor, as applicable, of each Borrowing, the Type of
Advances comprising such Borrowing and the Interest Period applicable thereto,
(ii) the terms of each Assignment and Acceptance delivered to and accepted by
it, (iii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder, and (iv) the amount
of any sum received by the Administrative Agent from the Borrower hereunder and
each Lender's share thereof.

                  (c) The entries made in the Register shall be conclusive and
binding for all purposes, absent manifest error.

                  (d) If, in the opinion of any Lender, a promissory note or
other evidence of debt is required, appropriate or desirable to reflect or
enforce the indebtedness of the Borrower resulting from the Committed Advances
or Bid Advances, made or to be made, by such Lender to the Borrower, then, upon
request of such Lender, the Borrower shall promptly execute and deliver to such
Lender a promissory note substantially in the form of Exhibit H in the case of
Committed Advances and Exhibit I in the case of Bid Advances, payable to the
order of such Lender in an amount up to the maximum amount of Committed Advances
or Bid Advances, as the case may be, payable or to be payable by such Borrower
to the Lender from time to time hereunder.


                                       26
<PAGE>   31


                  SECTION 2.15 USE OF PROCEEDS.

                  (a) Advances shall be used by the Borrower for commercial
paper backup and for general corporate purposes; provided that proceeds of
Advances and proceeds of commercial paper as to which this Agreement provides
backup shall not be used for any Hostile Acquisition.

                  (b) No portion of the proceeds of any Advances under this
Agreement shall be used by the Borrower or any of its Subsidiaries in any manner
which might cause the Advances or the application of such proceeds to violate,
or require any Lender to make any filing or take any other action under,
Regulation U, Regulation T, or Regulation X of the Board of Governors of the
Federal Reserve System or any other regulation of such Board or to violate the
Securities Exchange Act of 1934, in each case as in effect on the date or dates
of such Advances and such use of proceeds.

                  SECTION 2.16 EXTENSION OF THE COMMITMENT TERMINATION DATE. The
Borrower may not more than once in any calendar year and not later than 45 days
prior to an anniversary of the Closing Date, request that the Commitment
Termination Date of all Eligible Lenders be extended for a period of one year by
delivering to the Administrative Agent a signed copy of an extension request (an
"Extension Request") in substantially the form of Exhibit F hereto. The
Administrative Agent shall promptly notify each Eligible Lender of its receipt
of such Extension Request. On or prior to ten days prior to the applicable
anniversary of the Closing Date in each calendar year in which there has been an
Extension Request (the "Determination Date"), each Eligible Lender shall notify
the Administrative Agent and the Borrower of its willingness or unwillingness to
extend its Commitment Termination Date hereunder. Any Eligible Lender that shall
fail to so notify the Administrative Agent and the Borrower on or prior to the
Determination Date shall be deemed to have declined to so extend. In the event
that, on or prior to the Determination Date, Eligible Lenders representing
66-2/3% or more of the aggregate amount of the Commitments of all Eligible
Lenders then in effect shall consent to such extension, upon confirmation by the
Administrative Agent of such consent, the Administrative Agent shall so advise
the Lenders and the Borrower, and, subject to execution of documentation
evidencing such extension and consents, the Commitment Termination Date of each
Eligible Lender (each a "Consenting Lender") that has consented on or prior to
the Determination Date to so extend shall be extended to the date one year after
the Commitment Termination Date of such Eligible Lender in existence on the date
of the related Extension Request. Thereafter, (i) for each Consenting Lender,
the term "Commitment Termination Date" shall at all times refer to such date,
unless it is later extended pursuant to this Section 2.16, and (ii) for each
Lender that is not an Eligible Lender and for each Eligible Lender that either
has declined on or prior to the Determination Date to so extend or is deemed to
have so declined, the term "Commitment Termination Date" shall at all times
refer to the date which was the Commitment Termination Date of such Lender
immediately prior to the delivery to the Administrative Agent of such Extension
Request. In the event that, as of the Determination Date, the Consenting Lenders
represent less than 66-2/3% of the aggregate amount of the Commitments of all
Eligible Lenders then in effect, and the Agents confirm the same, the
Administrative Agent shall so advise the Lenders and the Borrower, and none of
the Lenders' Commitment Termination Dates shall be extended to the date
indicated in the Extension Request and each Lender's Commitment Termination Date
shall continue to be the date which was the Commitment Termination Date of such
Lender immediately prior to the delivery to the Agents of


                                       27
<PAGE>   32


such Extension Request. For purposes of this Section 2.16, the term "Eligible
Lenders" means, with respect to any Extension Request, (i) all Lenders if no
Lender's Commitment Termination Date had been extended pursuant to this Section
2.16 prior to the delivery to the Agents of such Extension Request, and (ii) in
all other cases, those Lenders which had extended their Commitment Termination
Date in the most recent extension of any Commitment Termination Date effected
pursuant to this Section 2.16.

                  SECTION 2.17 SUBSTITUTION OF LENDERS. If any Lender requests
compensation from the Borrower under Section 2.10(a) or (b) or Section 2.12 or
if any Lender declines to extend its Commitment Termination Date pursuant to
Section 2.16, the Borrower shall have the right, with the assistance of the
Agents, to seek one or more Eligible Assignees (which may be one or more of the
Lenders) reasonably satisfactory to the Agents and the Borrower to purchase the
Advances and assume the Commitments of such Lender, and the Borrower, the
Agents, such Lender, and such Eligible Assignees shall execute and deliver an
appropriately completed Assignment and Acceptance pursuant to Section 8.07(a)
hereof to effect the assignment of rights to and the assumption of obligations
by such Eligible Assignees; provided that (i) such requesting Lender shall be
entitled to compensation under Section 2.10 and 2.12 for any costs incurred by
it prior to its replacement, (ii) no Event of Default, or event which with the
giving of notice or lapse of time or both would be an Event of Default, has
occurred and is continuing, (iii) the Borrower has satisfied all of its
obligations under the Loan Documents relating to such Lender, including without
limitation obligations, if any, under Section 8.04(b), and (iv) the Borrower
shall have paid the Administrative Agent a $3,000 administrative fee if such
replacement Lender is not an existing Lender.

                                  ARTICLE III

                     CONDITIONS OF EFFECTIVENESS AND LENDING

                  SECTION 3.01 CONDITIONS PRECEDENT TO EFFECTIVENESS. The
Closing Date shall be deemed to have occurred when this Agreement shall have
been executed and delivered by the parties hereto and (a) the Administrative
Agent shall have received the following, each dated the Closing Date or within
two days prior to the Closing Date unless otherwise indicated, and each in form
and substance satisfactory to the Administrative Agent unless otherwise
indicated and in sufficient copies for each Lender:

                           (i) Copies of resolutions of the Board of Directors
                  of Borrower approving this Agreement, and of all documents
                  evidencing other necessary corporate action and governmental
                  approvals, if any, with respect to this Agreement, certified
                  as of a recent date prior to the Closing Date.

                           (ii) A certificate of the Secretary or an Assistant
                  Secretary of Borrower certifying the names and true signatures
                  of the officers of Borrower authorized to sign this Agreement
                  and the other documents to be delivered by Borrower hereunder.

                           (iii) Certified copies of Borrower's Certificate of
                  Incorporation, together with good standing certificates from
                  the Secretary of State of the State of


                                       28
<PAGE>   33

                  Delaware and the jurisdiction of Borrower's principal place of
                  business, each to be dated a recent date prior to the Closing
                  Date;

                           (iv) Copies of the Borrower's Bylaws, certified as of
                  the Closing Date by its Secretary or an Assistant Secretary;

                           (v) Executed originals of this Agreement and the
                  other documents to be delivered by Borrower hereunder;

                           (vi) A favorable opinion of the General Counsel of
                  the Borrower, substantially in the form of Exhibit D hereto;

                           (vii) A favorable opinion of O'Melveny & Myers LLP,
                  counsel for the Agents, substantially in the form of Exhibit E
                  hereto; and

                           (viii) A certificate of an authorized officer of the
                  Borrower to the effect that since March 31, 2000, there has
                  been no material adverse change in the operations, business or
                  financial or other condition or properties of the Borrower and
                  its Subsidiaries.

                           (ix) Evidence of (i) the absence of any indebtedness
                  of the Borrower under the Existing Credit Agreement (including
                  borrowings and accrued interest), (ii) the payment of fees
                  payable, if any, by the Borrower under the Existing Credit
                  Agreement and (iii) consent to the termination of the Existing
                  Credit Agreement on the Closing Date by any party thereto
                  which is not a party hereto.

                  (b) the Agents shall have received the fees set forth in
Section 2.04(c) if such fees are payable to the Agents and the Banks on or prior
to the Closing Date; and

                  (c) the Administrative Agent shall have received such other
approvals, opinions or documents as the Requisite Lenders through the
Administrative Agent may reasonably request.

                  SECTION 3.02 CONDITIONS PRECEDENT TO EACH COMMITTED BORROWING
ADVANCE. The obligation of each Lender to make a Committed Advance on the
occasion of a Committed Borrowing (including the initial Committed Borrowing)
shall be subject to the further conditions precedent that (x) the Administrative
Agent shall have received a Notice of Committed Borrowing with respect thereto
in accordance with Section 2.02 and (y) on the date of such Borrowing (a) the
following statements shall be true (and each of the giving of the applicable
Notice of Borrowing and the acceptance by the Borrower of the proceeds of such
Borrowing shall constitute a representation and warranty by the Borrower that on
the date of such Borrowing such statements are true):

                           (i) The representations and warranties of the
                  Borrower contained in Section 4.01 excluding those contained
                  in paragraph (e) thereof are correct on and as of the date of
                  such Borrowing, before and after giving effect to such
                  Borrowing and to the application of the proceeds therefrom, as
                  though made on and as of such date, except to the extent that
                  any such representation or warranty expressly


                                       29
<PAGE>   34

                  relates only to an earlier date, in which case they were
                  correct as of such earlier date; and

                           (ii) No event has occurred and is continuing, or
                  would result from such Borrowing or from the application of
                  the proceeds therefrom, which constitutes an Event of Default,
                  or a Potential Event of Default;

and (b) the Agents shall have received such other approvals, opinions or
documents as the Requisite Lenders through the Agents may reasonably request.

                  SECTION 3.03 CONDITIONS PRECEDENT TO EACH BID BORROWING. The
obligation of each Lender to make a Bid Advance on the occasion of a Bid
Borrowing (including the initial Bid Borrowing) shall be subject to the further
conditions precedent that (x) the Administrative Agent shall have received a
Notice of Bid Borrowing with respect thereto in accordance with Section 2.03 and
(y) on the date of such Borrowing the following statements shall be true (and
each of the giving of the applicable Notice of Bid Borrowing and the acceptance
by the Borrower of the proceeds of such Borrowing shall constitute a
representation and warranty by the Borrower that on the date of such Borrowing
such statements are true):

                           (i) The representations and warranties of the
                  Borrower contained in Section 4.01 are correct on and as of
                  the date of such Borrowing, before and after giving effect to
                  such Borrowing and to the application of the proceeds
                  therefrom, as though made on and as of such date, except to
                  the extent that any such representation or warranty expressly
                  relates only to an earlier date, in which case they were
                  correct as of such earlier date; and

                           (ii) No event has occurred and is continuing, or
                  would result from such Borrowing or from the application of
                  the proceeds therefrom, which constitutes an Event of Default,
                  or a Potential Event of Default.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01 REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
The Borrower represents and warrants as follows:

                  (a) Due Organization, etc. Each of the Borrower and its
Material Subsidiaries is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation. Each of
the Borrower and its Material Subsidiaries is qualified to do business in and
are in good standing under the laws of each jurisdiction in which failure to be
so qualified would have a material adverse effect on the Borrower and its
Subsidiaries, taken as a whole.

                  (b) Due Authorization, etc. The execution, delivery and
performance by the Borrower of this Agreement and the other Loan Documents are
within the Borrower's corporate powers, have been duly authorized by all
necessary corporate action, and do not contravene (i)


                                       30
<PAGE>   35


the Borrower's Certificate of Incorporation or (ii) applicable law or any
material contractual restriction binding on or affecting the Borrower.

                  (c) Governmental Consent. No authorization or approval or
other action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and performance by
the Borrower of this Agreement and the other Loan Documents.

                  (d) Validity. This Agreement is the legal, valid and binding
obligation of the Borrower enforceable against the Borrower in accordance with
its terms, subject to the effect of applicable bankruptcy, insolvency,
arrangement, moratorium and other similar laws affecting creditors' rights
generally and to the application of general principles of equity.

                  (e) Condition of the Borrower. (i) The consolidated balance
sheet of the Borrower and its Subsidiaries as at December 31, 1999 and the
related consolidated statements of income and retained earnings of the Borrower
and its Subsidiaries for the fiscal year then ended, and (ii) the consolidated
balance sheet of the Borrower and its Subsidiaries as at March 31, 2000, and the
related consolidated statements of income and retained earnings of the Borrower
and its Subsidiaries for the fiscal quarter then ended, in each case fairly
present the financial condition of the Borrower and its Subsidiaries as at such
date and the results of the operations of Borrower and its Subsidiaries for the
period ended on such date, all in accordance with GAAP consistently applied,
and, as of the Closing Date, there has been no material adverse change in the
business, condition (financial or otherwise), operations or properties of the
Borrower and its Subsidiaries, taken as a whole, since March 31, 2000, other
than as disclosed in the Borrower's press release dated June 28, 2000 regarding
operating results for its second fiscal quarter and projected operating results
for fiscal year 2000.

                  (f) Litigation. (i) There is no pending action or proceeding
against the Borrower or any of its Subsidiaries before any court, governmental
agency or arbitrator, and (ii) to the knowledge of the Borrower, there is no
pending or threatened action or proceeding affecting the Borrower or any of its
Subsidiaries before any court, governmental agency or arbitrator, which in
either case, in the reasonable judgment of the Borrower could reasonably be
expected to materially adversely affect the financial condition or operations of
the Borrower and its Subsidiaries, taken as a whole, or with respect to actions
of third parties which purports to affect the legality, validity or
enforceability of this Agreement. The Borrower has disclosed the existence of
certain pending litigation in filings with the SEC that are publicly available
as of the date of this Agreement.

                  (g) Margin Regulations. The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the Board of Governors of
the Federal Reserve System), and no proceeds of any Advance will be used to
purchase or carry any margin stock or to extend credit to others for the purpose
of purchasing or carrying any margin stock in any manner that violates, or would
cause a violation of, Regulation T, Regulation U or Regulation X. Less than 25
percent of the fair market value of the assets of (i) the Borrower or (ii) the
Borrower and its Subsidiaries consists of Margin Stock.


                                       31
<PAGE>   36


                  (h) Payment of Taxes. The Borrower and each of its
Subsidiaries have filed or caused to be filed all material tax returns (federal,
state, local and foreign) required to be filed and paid all material amounts of
taxes shown thereon to be due, including interest and penalties, except for such
taxes as are being contested in good faith and by proper proceedings and with
respect to which appropriate reserves are being maintained by the Borrower or
any such Subsidiary, as the case may be.

                  (i) Governmental Regulation. The Borrower is not subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act or the Investment Company Act of 1940,
each as amended, or to any Federal or state statute or regulation limiting its
ability to incur indebtedness for money borrowed. No Subsidiary of the Borrower
is subject to any regulation that would limit the ability of the Borrower to
enter into or perform its obligations under this Agreement.

                  (j) ERISA.

                           (i) No ERISA Event which might result in liability of
                  the Borrower or any of its ERISA Affiliates in excess of
                  $10,000,000 (or, in the case of an event described in clause
                  (v) of the definition of ERISA Event, $750,000) (other than
                  for premiums payable under Title IV of ERISA) has occurred or
                  is reasonably expected to occur with respect to any Pension
                  Plan.

                           (ii) Schedule B (Actuarial Information) to the most
                  recently completed annual report prior to the Closing Date
                  (Form 5500 Series) for each Pension Plan, copies of which have
                  been filed with the Internal Revenue Service and furnished to
                  the Agents, is complete and, to the best knowledge of the
                  Borrower, accurate, and since the date of such Schedule B
                  there has been no material adverse change in the funding
                  status of any such Pension Plan.

                           (iii) Neither the Borrower nor any ERISA Affiliate
                  has incurred, or, to the best knowledge of the Borrower, is
                  reasonably expected to incur, any Withdrawal Liability to any
                  Multiemployer Plan which has not been satisfied or which is or
                  might be in excess of $10,000,000.

                           (iv) Neither the Borrower nor any ERISA Affiliate has
                  been notified by the sponsor of a Multiemployer Plan that such
                  Multiemployer Plan is in reorganization or has been
                  terminated, within the meaning of Title IV of ERISA, and, to
                  the best knowledge of the Borrower, no Multiemployer Plan is
                  reasonably expected to be in reorganization or to be
                  terminated within the meaning of Title IV of ERISA.

                  (k) Environmental Matters. (i) The Borrower and each of its
Subsidiaries is in compliance in all material respects with all Environmental
Laws the non-compliance with which could reasonably be expected to have a
material adverse effect on the financial condition or operations of the Borrower
and its Subsidiaries, taken as a whole, and (ii) there has been no "release or
threatened release of a hazardous substance" (as defined by the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section


                                       32
<PAGE>   37
 9601 et seq.) or any other release, emission or discharge into the environment
of any hazardous or toxic substance, pollutant or other materials from the
Borrower's or its Subsidiaries' property other than as permitted under
applicable Environmental Law and other than those which would not have a
material adverse effect on the financial condition or operations of the Borrower
and its Subsidiaries, taken as a whole. Other than disposals (A) for which the
Borrower has been indemnified in full or (B) which would not have a material
adverse effect on the financial condition or operations of the Borrower and its
Subsidiaries, taken as a whole, all "hazardous waste" (as defined by the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (1976)
and the regulations thereunder, 40 CFR Part 261 ("RCRA")) generated at the
Borrower's or any Subsidiaries' properties have in the past been and shall
continue to be disposed of at sites which maintain valid permits under RCRA and
any applicable state or local Environmental Law.

                  (l) Disclosure. As of the Closing Date, to the best of the
Borrower's knowledge, no representation or warranty of the Borrower or any of
its Subsidiaries contained in this Agreement or any other Loan Document or in
any other document, certificate or written statement furnished to the Banks by
or on behalf of the Borrower or any of its Subsidiaries contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained in such agreements, documents,
certificates and statements not misleading in light of the circumstances in
which the same were made.

                                   ARTICLE V

                            COVENANTS OF THE BORROWER

                  SECTION 5.01 AFFIRMATIVE COVENANTS. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder, the
Borrower will, unless the Requisite Lenders shall otherwise consent in writing:

                  (a) Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply, with all applicable laws, rules, regulations and orders,
such compliance to include, without limitation, (i) complying with all
Environmental Laws and (ii) paying before the same become delinquent all taxes,
assessments and governmental charges imposed upon it or upon its property except
to the extent contested in good faith, except where failure to so comply would
not have a material adverse effect on the business, condition (financial or
otherwise), operations or properties of the Borrower and its Subsidiaries, taken
as a whole.

                  (b) Reporting Requirements. Furnish to the Administrative
Agent (in sufficient quantity for delivery to each Lender) for prompt
distribution by the Administrative Agent to the Lenders and furnish to the
Documentation Agent:

                           (i) as soon as available and in any event within 60
                  days after the end of each of the first three quarters of each
                  fiscal year of the Borrower, consolidated balance sheets as of
                  the end of such quarter and consolidated statements of source
                  and application of funds of the Borrower and its Subsidiaries
                  and consolidated statements of income and retained earnings of
                  the Borrower and its Subsidiaries for such quarter and the
                  period commencing at the end of the previous fiscal year


                                       33
<PAGE>   38


                  and ending with the end of such quarter and certified by the
                  chief financial officer or chief accounting officer of the
                  Borrower;

                           (ii) as soon as available and in any event within 120
                  days after the end of each fiscal year of the Borrower, a copy
                  of the annual audit report for such year for the Borrower and
                  its Subsidiaries, containing financial statements (including a
                  consolidated balance sheet and consolidated statement of
                  income and cash flows of the Borrower and its Subsidiaries)
                  for such year, certified by and accompanied by an opinion of
                  Deloitte & Touche or other nationally recognized independent
                  public accountants. The opinion shall be unqualified (as to
                  going concern, scope of audit and disagreements over the
                  accounting or other treatment of offsets) and shall state that
                  such consolidated financial statements present fairly in all
                  material respects the financial position of the Borrower and
                  its Subsidiaries as at the dates indicated and the results of
                  their operations and cash flow for the periods indicated in
                  conformity with GAAP and that the examination by such
                  accountants in connection with such consolidated financial
                  statements has been made in accordance with generally accepted
                  auditing standards;

                           (iii) together with each delivery of the report of
                  the Borrower and its Subsidiaries pursuant to subsections (i)
                  and (ii) above, a Compliance Certificate for the year executed
                  by the chief financial officer or treasurer of the Borrower
                  demonstrating in reasonable detail compliance during and at
                  the end of such accounting periods with the restrictions
                  contained in Section 5.02(e) and (f) (and setting forth the
                  arithmetical computation required to show such compliance) and
                  stating that the signer has reviewed the terms of this
                  Agreement and has made, or caused to be made under his or her
                  supervision, a review in reasonable detail of the transactions
                  and condition of the Borrower and its Subsidiaries during the
                  accounting period covered by such financial statements and
                  that such review has not disclosed the existence during or at
                  the end of such accounting period, and that the signer does
                  not have knowledge of the existence as at the date of the
                  compliance certificate, of any condition or event that
                  constitutes an Event of Default or Potential Event of Default
                  or, if any such condition or event existed or exists,
                  specifying the nature and period of existence thereof and what
                  action the Borrower has taken, is taking and proposes to take
                  with respect thereto;

                           (iv) as soon as possible and in any event within five
                  days after the occurrence of each Event of Default and each
                  Potential Event of Default, continuing on the date of such
                  statement, a statement of an authorized financial officer of
                  the Borrower setting forth details of such Event of Default or
                  event and the action which the Borrower has taken and proposes
                  to take with respect thereto;

                           (v) promptly after any material change in accounting
                  policies or reporting practices, notice and a description in
                  reasonable detail of such change;

                           (vi) promptly, and in any event within 30 days, after
                  the Borrower or any ERISA Affiliate knows or has reason to
                  know that any ERISA Event referred


                                       34
<PAGE>   39

                  to in clause (i) of the definition of ERISA Event with respect
                  to any Pension Plan has occurred which might result in
                  liability to the PBGC a statement of the chief accounting
                  officer of the Borrower describing such ERISA Event and the
                  action, if any, that the Borrower or such ERISA Affiliate has
                  taken or proposes to take with respect thereto;

                           (vii) promptly, and in any event within 15 days,
                  after the Borrower or any ERISA Affiliate knows or has reason
                  to know that any ERISA Event (other than an ERISA Event
                  referred to in (vi) above) with respect to any Pension Plan
                  has occurred which might result in liability to the PBGC in
                  excess of $5,000,000, a statement of the chief accounting
                  officer of the Borrower describing such ERISA Event and the
                  action, if any, that the Borrower or such ERISA Affiliate has
                  taken or proposes to take with respect thereto;

                           (viii) promptly, and in any event within five
                  Business Days, after receipt thereof by the Borrower or any
                  ERISA Affiliate from the PBGC, copies of each notice from the
                  PBGC of its intention to terminate any Pension Plan or to have
                  a trustee appointed to administer any Pension Plan;

                           (ix) promptly, and in any event within 15 days, after
                  receipt thereof by the Borrower or any ERISA Affiliate from
                  the sponsor of a Multiemployer Plan, a copy of each notice
                  received by the Borrower or any ERISA Affiliate concerning (w)
                  the imposition of Withdrawal Liability by a Multiemployer Plan
                  in excess of $5,000,000, (x) the determination that a
                  Multiemployer Plan is, or is expected to be, in reorganization
                  within the meaning of Title IV of ERISA, (y) the termination
                  of a Multiemployer Plan within the meaning of Title IV of
                  ERISA or (z) the amount of liability incurred, or expected to
                  be incurred, by the Borrower or any ERISA Affiliate in
                  connection with any event described in clause (w), (x) or (y)
                  above;

                           (x) promptly after the commencement thereof, notice
                  of all material actions, suits and proceedings before any
                  court or government department, commission, board, bureau,
                  agency or instrumentality, domestic or foreign, affecting the
                  Borrower or any of its Subsidiaries, of the type described in
                  Section 4.01(f);

                           (xi) promptly after the occurrence thereof, notice of
                  (A) any event which makes any of the representations contained
                  in Section 4.01(k) inaccurate in any material respect or (B)
                  the receipt by the Borrower of any notice, order, directive or
                  other communication from a governmental authority alleging
                  violations of or noncompliance with any Environmental Law
                  which could reasonably be expected to have a material adverse
                  effect on the financial condition of the Borrowers and its
                  Subsidiaries, taken as a whole;

                           (xii) promptly after any change in the rating
                  established by S&P, Moody's or Fitch, as applicable, with
                  respect to Long-Term Debt, a notice of such change, which
                  notice shall specify the new rating, the date on which such
                  change


                                       35
<PAGE>   40


                  was publicly announced, and such other information with
                  respect to such change as any Lender through either Agent may
                  reasonably request;

                           (xiii) promptly after the sending or filing thereof,
                  copies of all reports which the Borrower sends to any of its
                  public security holders, and copies of all reports and
                  registration statements which the Borrower files with the SEC
                  or any national securities exchange;

                           (xiv) promptly after the Borrower or any ERISA
                  Affiliate creates any employee benefit plan to provide health
                  or welfare benefits (through the purchase of insurance or
                  otherwise) for any retired or former employee of the Borrower
                  or any of its ERISA Affiliates (except as provided in Section
                  4980B of the Code and except as provided under the terms of
                  any employee welfare benefit plans provided pursuant to the
                  terms of collective bargaining agreements) under the terms of
                  which the Borrower and/or any of its ERISA Affiliates are not
                  permitted to terminate such benefits, a notice detailing such
                  plan; and

                           (xv) such other information respecting the condition
                  or operations, financial or otherwise, of the Borrower or any
                  of its Subsidiaries as any Lender through either Agent may
                  from time to time reasonably request.

                  (c) Corporate Existence, Etc. The Borrower will, and will
cause each of its Material Subsidiaries to, at all times preserve and maintain
its fundamental business and preserve and keep in full force and effect its
corporate existence (except as permitted under Section 5.02(b) hereof) and all
rights, franchises and licenses necessary or desirable in the normal conduct of
its business; provided, however, that this paragraph (c) shall not apply in any
case when, in the good faith business judgment of the Borrower, such
preservation or maintenance is neither necessary nor appropriate for the prudent
management of the business of the Borrower.

                  (d) Inspection. The Borrower will permit and will cause each
of its Subsidiaries to permit any authorized representative designated by any
Agents or any Lender at the expense of such Agent or such Lender, to visit and
inspect any of the properties of the Borrower or any of its Subsidiaries,
including its and their financial and accounting records, and to take copies and
to take extracts therefrom, and discuss its and their affairs, finances and
accounts with its and their officers and independent public accountants, all
during normal hours, upon reasonable notice and as often as may be reasonably
requested.

                  (e) Insurance. The Borrower will maintain and will cause each
of its Subsidiaries to maintain insurance to such extent and covering such risks
as is usual for companies engaged in the same or similar business and on request
will advise the Lenders of all insurance so carried.

                  (f) Taxes. The Borrower will and will cause each of its
Subsidiaries to pay and discharge, before the same shall become delinquent, (x)
all taxes, assessments and governmental charges or levies imposed upon it or
upon its property and (y) all lawful claims that, if unpaid, might by law become
a lien upon their property; provided, however, that neither the Borrower nor any
such Subsidiary shall be required to pay or discharge any such tax,


                                       36
<PAGE>   41

assessment, charge or levy (A) that is being contested in good faith and by
proper proceedings and for which appropriate reserves are being maintained, or
(B) the failure to pay or discharge which would not have a material adverse
effect on the financial condition or operations of the Borrower and its
Subsidiaries taken as a whole.

                  (g) Maintenance of Books, Etc. The Borrower will, and will
cause each of its Material Subsidiaries to, keep proper books of records and
accounts, in which full and correct entries shall be made of all financial
transactions and the assets and business of the Borrower and each of its
domestic Subsidiaries in accordance with GAAP and with respect to foreign
Subsidiaries in accordance with customary accounting standards in the applicable
jurisdiction, in each case consistently applied and consistent with prudent
business practices.

                  SECTION 5.02 NEGATIVE COVENANTS. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, without the
written consent of the Requisite Lenders:

                  (a) Liens, Etc. The Borrower will not create or suffer to
exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien,
upon or with respect to any of its properties, whether now owned or hereafter
acquired, or assign, or permit any of its Subsidiaries to assign, any right to
receive income, in each case to secure or provide for the payment of any Debt of
any Person, unless the Borrower's obligations hereunder shall be secured equally
and ratably with, or prior to, any such Debt; provided however that the
foregoing restriction shall not apply to the following Liens which are
permitted:

                           (i) Liens on assets of any Subsidiary of the Borrower
                  existing at the time such Person becomes a Subsidiary (other
                  than any such Lien created in contemplation of becoming a
                  Subsidiary);

                           (ii) Liens on accounts receivable resulting from the
                  sale of such accounts receivable by the Borrower or a
                  Subsidiary of the Borrower, so long as, at any time, the
                  aggregate outstanding amount of cash advanced to the Borrower
                  or such Subsidiary, as the case may be, and attributable to
                  the sale of such accounts receivable does not exceed
                  $300,000,000;

                           (iii) purchase money Liens upon or in any property
                  acquired or held by the Borrower or any Subsidiary in the
                  ordinary course of business to secure the purchase price of
                  such property or to secure Debt incurred solely for the
                  purpose of financing the acquisition of such property
                  (provided that the amount of Debt secured by such Lien does
                  not exceed 100% of the purchase price of such property and
                  transaction costs relating to such acquisition) and Liens
                  existing on such property at the time of its acquisition
                  (other than any such Lien created in contemplation of such
                  acquisition); and the interest of the lessor thereof in any
                  property that is subject to a Capital Lease;

                           (iv) any Lien securing Debt that was incurred prior
                  to or during construction or improvement of property for the
                  purpose of financing all or part of the cost of such
                  construction or improvement, provided that the amount of Debt


                                       37
<PAGE>   42

                  secured by such Lien does not exceed 100% of the fair market
                  value of such property after giving effect to such
                  construction or improvement;

                           (v) any Lien securing Debt of a Subsidiary owing to
                  the Borrower;

                           (vi) Liens resulting from any extension, renewal or
                  replacement (or successive extensions, renewals or
                  replacements), in whole or in part, of any Debt secured by any
                  Lien referred to in clauses (i), (iii) and (iv) above so long
                  as (x) the aggregate principal amount of such Debt shall not
                  increase as a result of such extension, renewal or replacement
                  and (y) Liens resulting from any such extension, renewal or
                  replacement shall cover only such property which secured the
                  Debt that is being extended, renewed or replaced; and

                           (vii) Liens other than Liens described in clauses (i)
                  through (vi) hereof, whether now existing or hereafter
                  arising, securing Debt in an aggregate amount not exceeding
                  $50,000,000.

                  (b) Restrictions on Fundamental Changes. The Borrower will
not, and will not permit any of its Material Subsidiaries to, merge or
consolidate with or into, or convey, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions) all or a substantial
portion of its assets (whether now owned or hereafter acquired) to any Person,
or enter into any partnership, joint venture, syndicate, pool or other
combination, unless no Event of Default or Potential Event of Default has
occurred and is continuing or would result therefrom and, in the case of a
merger or consolidation of the Borrower, (i) the Borrower is the surviving
entity or (ii) the surviving entity assumes all of the Borrower's obligations
under this Agreement in a manner satisfactory to the Requisite Lenders.

                  (c) Plan Terminations. The Borrower will not, and will not
permit any ERISA Affiliate to, terminate any Pension Plan so as to result in
liability of the Borrower or any ERISA Affiliate to the PBGC in excess of
$15,000,000, or permit to exist any occurrence of an event or condition which
reasonably presents a material risk of a termination by the PBGC of any Pension
Plan with respect to which the Borrower or any ERISA Affiliate would, in the
event of such termination, incur liability to the PBGC in excess of $15,000,000.

                  (d) Margin Stock. The Borrower will not permit 25% or more of
the fair market value of the assets of (i) the Borrower or (ii) the Borrower and
its Subsidiaries to consist of Margin Stock.

                  (e) Minimum Net Worth. The Borrower will not permit at any
time Net Worth to be less than the sum of (i) 80% of Net Worth as of Closing
Date, plus (ii) 25% of Net Income (if a positive number) from the Closing Date
to (a) the end of the most recently ended fiscal year or (b), if the date of
calculation is after June 30 in any year, the end of the second fiscal quarter
in such year, plus (iii) all Additions to Capital from the Closing Date to (a)
the end of the most recently ended fiscal year or (b), if the date of
calculation is after June 30 in any year, the end of the second fiscal quarter
in such year.


                                       38
<PAGE>   43

                  (f) Maximum Funded Debt Ratio. The Borrower will not permit at
any time the ratio of (i) Funded Debt to (ii) EBITDA, for each period consisting
of the most recently ended four consecutive fiscal quarters of the Borrower, to
exceed 3.00 to 1.00.

                  (g) Swaps. The Borrower will not and will not permit any of
its Subsidiaries to create or suffer to exist any Lien upon or in respect to any
of its properties, whether now owned or hereafter acquired, or assign any right
to receive income, in each case to provide for the payment of any Swaps.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

                  SECTION 6.01 EVENTS OF DEFAULT. If any of the following events
("Events of Default") shall occur and be continuing:

                  (a) The Borrower shall fail to pay any principal of any
Advance when the same becomes due and payable or the Borrower shall fail to pay
any interest on any Advance or any fees or other amounts payable hereunder
within five days of the date due; or

                  (b) Any representation or warranty made or deemed made by the
Borrower herein or by the Borrower pursuant to this Agreement (including any
notice, certificate or other document delivered hereunder) shall prove to have
been incorrect in any material respect when made; or

                  (c) The Borrower shall fail to perform or observe (i) any
term, covenant or agreement contained in this Agreement (other than any term,
covenant or agreement contained in Section 5.01(b)(iv), 5.01(c) or 5.02) on its
part to be performed or observed and the failure to perform or observe such
other term, covenant or agreement shall remain unremedied for 30 days after the
Borrower obtains knowledge of such breach or (ii) any term, covenant or
agreement contained in Section 5.02 and either of the Agents or the Requisite
Lenders shall have notified the Borrower that an Event of Default has occurred,
or (iii) any term, covenant or agreement contained in Section 5.01(b)(iv) or
5.01(c); or

                  (d) The Borrower or any of its Subsidiaries shall fail to pay
any principal of or premium or interest on any Debt which is outstanding in a
principal amount of at least $15,000,000 in the aggregate (but excluding Debt
arising under this Agreement) of the Borrower or such Subsidiary (as the case
may be), when the same becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement
or instrument relating to such Debt; or the Borrower or any of its Subsidiaries
shall fail to perform or observe any other agreement, term or condition
contained in any agreement or instrument relating to any such Debt (or if any
other event or condition of default under any such agreement or instrument shall
exist) and such failure, event or condition shall continue after the applicable
grace period, if any, specified in such agreement or instrument, if the effect
of such failure, event or condition is to accelerate, or to permit the
acceleration of, the maturity of such Debt; or any such Debt shall be declared
to be due and payable as a result of such failure, event or condition; or


                                       39
<PAGE>   44


                  (e) The Borrower or any of its Material Subsidiaries shall
generally not pay its debts as such debts become due, or shall admit in writing
its inability to pay its debts generally, or shall make a general assignment for
the benefit of creditors; or any proceeding shall be instituted by or against
the Borrower or any of its Material Subsidiaries seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a
receiver, trustee, custodian or other similar official for it or for a
substantial part of its property and, in the case of any such proceeding
instituted against it (but not instituted by it), either such proceeding shall
remain undismissed or unstayed for a period of 60 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order
for relief against, or the appointment of a receiver, trustee, custodian or
other similar official for, it or for any substantial part of its property)
shall occur; or the Borrower or any of its Material Subsidiaries shall take any
corporate action to authorize any of the actions set forth above in this
subsection (e); or

                  (f) Any judgment or order for the payment of money in excess
of $25,000,000 shall be rendered against the Borrower or any of its Material
Subsidiaries and either (i) enforcement proceedings shall have been commenced by
any creditor upon a final or nonappealable judgment or order or (ii) there shall
be any period of 10 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect;

                  (g)

                           (i) Any ERISA Event with respect to a Pension Plan
                  shall have occurred and, 30 days after notice thereof shall
                  have been given to the Borrower by either of the Agents, (x)
                  such ERISA Event shall still exist and (y) the sum (determined
                  as of the date of occurrence of such ERISA Event) of the
                  Insufficiency of such Pension Plan and the Insufficiency of
                  any and all other Pension Plans with respect to which an ERISA
                  Event shall have occurred and then exist (or in the case of a
                  Pension Plan with respect to which an ERISA Event described in
                  clause (iii) through (vi) of the definition of ERISA Event
                  shall have occurred and then exist, the liability related
                  thereto) is equal to or greater than $25,000,000; or

                           (ii) The Borrower or any ERISA Affiliate shall have
                  been notified by the sponsor of a Multiemployer Plan that it
                  has incurred an aggregate Withdrawal Liability for all years
                  to such Multiemployer Plan in an amount that, when aggregated
                  with all other amounts then required to be paid to
                  Multiemployer Plans by the Borrower and its ERISA Affiliates
                  as Withdrawal Liability (determined as of the date of such
                  notification), exceeds $25,000,000 and it is reasonably likely
                  that all amounts then required to be paid to Multiemployer
                  Plans by the Borrower and its ERISA Affiliates as Withdrawal
                  Liability will exceed $25,000,000; or


                                       40
<PAGE>   45

                           (iii) The Borrower or any ERISA Affiliate shall have
                  been notified by the sponsor of a Multiemployer Plan that such
                  Multiemployer Plan is in reorganization or is being
                  terminated, within the meaning of Title IV or ERISA, and it is
                  reasonably likely that as a result of such reorganization or
                  termination the aggregate annual contributions of the Borrower
                  and its ERISA Affiliates to all Multiemployer Plans that are
                  then in reorganization or being terminated have been or will
                  be increased over the amounts contributed to such
                  Multiemployer Plans for the plan year of such Multiemployer
                  Plan immediately preceding the plan year in which the
                  reorganization or termination occurs by an amount exceeding
                  $25,000,000;

         then, and in any such event, either of the Agents (i) shall at the
         request, or may with the consent, of the Requisite Lenders, by notice
         to the Borrower, declare the obligation of each Lender to make Advances
         to be terminated, whereupon the same shall forthwith terminate, and
         (ii) shall at the request, or may with the consent, of the Requisite
         Lenders, by notice to the Borrower, declare the Advances, all interest
         thereon and all other amounts payable under this Agreement to be
         forthwith due and payable, whereupon the Advances, all such interest
         and all such amounts shall become and be forthwith due and payable,
         without presentment, demand, protest or further notice of any kind, all
         of which are hereby expressly waived by the Borrower; provided,
         however, that in the event of an actual or deemed entry of an order for
         relief with respect to the Borrower or any of its Subsidiaries under
         the Bankruptcy Code, (A) the obligation of each Lender to make Advances
         shall automatically be terminated and (B) the Advances, all such
         interest and all such amounts shall automatically become and be due and
         payable, without presentment, demand, protest or any notice of any
         kind, all of which are hereby expressly waived by the Borrower.

                                  ARTICLE VII

                                   THE AGENTS

                  SECTION 7.01 AUTHORIZATION AND ACTION. Each Lender hereby
appoints and authorizes CUSA to act as Administrative Agent under this
Agreement, Wachovia act as Documentation Agent under this Agreement and B of A
to act as Syndication Agent under this Agreement and authorizes each Agent to
take such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to each Agent by the terms hereof, together with such
powers as are reasonably incidental thereto. As to any matters not expressly
provided for by the Loan Documents (including, without limitation, enforcement
or collection of the Advances and other amounts owing hereunder), no Agent shall
be required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Requisite Lenders, and such
instructions shall be binding upon all Lenders; provided, however, that no Agent
shall be required to take any action which exposes such Agent to personal
liability or which is contrary to any of the Loan Documents or applicable law.
Each Agent agrees to give to each Lender prompt notice of each notice given to
it by the Borrower pursuant to the terms of the Loan Documents.


                                       41
<PAGE>   46

                  SECTION 7.02 AGENTS' RELIANCE, ETC. Neither the Agents nor any
of their respective directors, officers, agents or employees shall be liable for
any action taken or omitted to be taken by it or them under or in connection
with any of the Loan Documents, except for its or their own gross negligence or
willful misconduct. Without limitation of the generality of the foregoing, the
Agents: (i) may treat the payee of any Advance as the holder thereof until the
Administrative Agent receives and accepts an Assignment and Acceptance entered
into by the Lender which is the payee of such Advance, as assignor, and an
Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult
with legal counsel (including counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (iii) make no warranty or
representation to any Lender and shall not be responsible to any Lender for any
statements, warranties or representations (whether written or oral) made in or
in connection with any of the Loan Documents; (iv) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the terms,
covenants or conditions of any of the Loan Documents on the part of the Borrower
or to inspect the property (including the books and records) of the Borrower;
(v) shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of any of the Loan
Documents or any other instrument or document furnished pursuant hereto; and
(vi) shall incur no liability under or in respect of any of the Loan Documents
by acting upon any notice, consent, certificate or other instrument or writing
(which may be by telecopier, telegram, cable or telex) believed by it to be
genuine and signed or sent by the proper party or parties.

                  SECTION 7.03 CUSA, B OF A, WACHOVIA AND AFFILIATES. With
respect to its respective Commitment and the respective Advances made by it,
CUSA, B of A and Wachovia shall each have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not an
Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly
indicated, include B of A, Wachovia or CUSA respectively in its individual
capacity. B of A, Wachovia or CUSA and their respective affiliates may accept
deposits from, lend money to, act as trustee under indentures of, and generally
engage in any kind of business (including without limitation the investment
banking business) with, the Borrower, any of its subsidiaries and any Person who
may do business with or own securities of the Borrower or any such subsidiary,
all as if B of A, Wachovia or CUSA, as the case may be was not Agent and without
any duty to account therefor to the Lenders.

                  SECTION 7.04 LENDER CREDIT DECISION. Each Lender acknowledges
that it has, independently and without reliance upon either the Agents or any
other Lender and based on the financial statements referred to in Section 4.01
and such other documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agents or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.

                  SECTION 7.05 INDEMNIFICATION. The Lenders (other than the
Designated Bidders) agree to indemnify each Agent (to the extent not reimbursed
by the Borrower), ratably according to the respective principal amounts of the
Committed Advances then held by each of


                                       42
<PAGE>   47

them (or if no such Advances are at the time outstanding or if any such Advances
are held by Persons which are not Lenders, ratably according to the respective
amounts of their Commitments), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against such Agent in any way relating to or
arising out of any of the Loan Documents or any action taken or omitted by such
Agent under any of the Loan Documents, provided that no Lender shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from any
Agent's gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender (other than the Designated Bidders) agrees to reimburse
each Agent promptly upon demand for its ratable share of any out-of-pocket
expenses (including counsel fees) incurred by such Agent in connection with the
preparation, execution, delivery, administration, syndication, modification,
amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under,
the Loan Documents, to the extent that such Agent is not reimbursed for such
expenses by the Borrower.

                  SECTION 7.06 SUCCESSOR AGENT. Each Agent may resign at any
time by giving written notice thereof to the Lenders and the Borrower and may be
removed at any time with or without cause by the Requisite Lenders. In the case
of the Administrative Agent, upon any such resignation or removal, the Requisite
Lenders shall have the right to appoint a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by the Requisite
Lenders, and shall have accepted such appointment, within 30 days after the
retiring Administrative Agent's giving of notice of resignation or the Requisite
Lenders' removal of the retiring Administrative Agent, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be a commercial bank organized under the laws
of the United States of America or of any State thereof or any Bank and, in each
case having a combined capital and surplus of at least $50,000,000. Upon the
acceptance of any appointment as the Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under the Loan
Documents. After any retiring Administrative Agent's resignation or removal
hereunder as Administrative Agent, the provisions of this Article VII shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under the Loan Documents.

                  SECTION 7.07 SYNDICATION AGENT, DOCUMENTATION AGENT AND
ARRANGERS

         Any Lender or Person identified on the facing page, the introduction,
the signature pages or in any provision of this Agreement as "syndication
agent," "documentation agent" or "arranger" shall have no right, power,
obligation, liability, responsibility or duty under this Agreement or any other
Loan Document other than in a capacity as a Lender hereunder. Without limiting
the foregoing, any Lender so identified as "syndication agent," "documentation
agent" or "arranger" shall not have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied,
and will not rely, on any Lenders or Persons so identified in deciding to enter
into this Agreement or in taking or not taking action hereunder.


                                       43
<PAGE>   48

                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01 AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Requisite Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver or consent shall, unless in
writing and signed by all the Lenders, do any of the following: (a) waive any of
the conditions specified in Section 3.01, (b) increase the Commitments of the
Lenders or subject the Lenders to any additional obligations, (c) reduce the
principal of, or interest on, the Advances or any fees or other amounts payable
hereunder, (d) postpone any date fixed for any payment of principal of, or
interest on, the Advances or any fees or other amounts payable hereunder, (e)
change the percentage of the Commitments or of the aggregate unpaid principal
amount of the Advances, or the number of Lenders, which shall be required for
the Lenders or any of them to take any action hereunder or (f) amend Section
2.15 or this Section 8.01; and provided, further, that no amendment, waiver or
consent shall, unless in writing and signed by an Agent in addition to the
Lenders required above to take such action, affect the rights or duties of such
Agent under this Agreement.

                  SECTION 8.02 NOTICES, ETC. All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic, telex or cable communication) and mailed, telecopied, telegraphed,
telexed, cabled or delivered, if to the Borrower, at its address at 15501 North
Dial Boulevard, Arizona 85260-1619, Attn: Treasurer; if to any Bank, at its
Domestic Lending Office specified opposite its name on Schedule I hereto; if to
any other Lender, at its Domestic Lending Office specified in the Assignment and
Acceptance pursuant to which it became a Lender; if to the Administrative Agent
at its address at 2 Penn's Way, Suite 200 New Castle, Delaware 19720 (with a
copy of notices, other than those given pursuant to Sections 2.01 through 2.14
hereof, to Citicorp USA, Inc., c/o Citibank Agency Services, 399 Park Avenue,
New York, NY 10043, facsimile number (302) 894-6120, and if to the Documentation
Agent at its address at Wachovia Bank, N.A. 191 Peachtree Street, Atlanta,
Georgia 30303, MC: GA-370, Attn: Mike Klein; or, as to the Borrower or either
Agent, at such other address as shall be designated by such party in a written
notice to the other parties and, as to each other party, at such other address
as shall be designated by such party in a written notice to the Borrower and the
Agents. All such notices and communications shall, when personally delivered,
mailed, telecopied, telegraphed, telexed or cabled, be effective when personally
delivered, after five (5) days after being deposited in the mails, when
confirmed by telecopy response, when delivered to the telegraph company, when
confirmed by telex answerback or when delivered to the cable company,
respectively, except that notices and communications to any Agent pursuant to
Article II or VII shall not be effective until received by such Agent.

                  SECTION 8.03 NO WAIVER; REMEDIES. No failure on the part of
any Lender or either Agent to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.


                                       44
<PAGE>   49

                  SECTION 8.04 COSTS, EXPENSES AND INDEMNIFICATION.

                  (a) The Borrower agrees to pay promptly on demand all
reasonable costs and out-of-pocket expenses of the Agents in connection with the
preparation, execution, delivery, administration, syndication, modification and
amendment of this Agreement, and the other documents to be delivered hereunder
or thereunder, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Agents (including the allocated time
charges of each Agent's legal departments, as their respective internal counsel)
with respect thereto and with respect to advising the Agents as to their rights
and responsibilities under this Agreement. The Borrower further agrees to pay
promptly on demand all costs and expenses of the Agents and of each Lender, if
any (including, without limitation, reasonable counsel fees and out-of-pocket
expenses), in connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Agreement and the other documents to be
delivered hereunder or thereunder, including, without limitation, reasonable
counsel fees and out-of-pocket expenses in connection with the enforcement of
rights under this Section 8.04(a). Such expenses shall be reimbursed by the
Borrower upon a presentation of statement of account, regardless of whether
Closing Date occurs.

                  (b) If any payment of principal of any Eurodollar Rate Advance
is made other than on the last day of the interest period for such Advance, as a
result of a payment pursuant to Section 2.06 or acceleration of the maturity of
the Advances pursuant to Section 6.01 or for any other reason, the Borrower
shall, upon demand by any Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender any amounts required to compensate such Lender for any additional losses,
costs or expenses which it may reasonably incur as a result of such payment,
including, without limitation, any loss, cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Advance.

                  (c) The Borrower agrees to indemnify and hold harmless each
Agent, each Lender and each director, officer, employee, agent, attorney and
affiliate of each Agent and each Lender (each an "indemnified person") in
connection with any expenses, losses, claims, damages or liabilities to which an
Agent, a Lender or such indemnified persons may become subject, insofar as such
expenses, losses, claims, damages or liabilities (or actions or other
proceedings commenced or threatened in respect thereof) arise out of the
transactions referred to in this Agreement or arise from any use or intended use
of the proceeds of the Advances, or in any way arise out of activities of the
Borrower that violate Environmental Laws, and to reimburse each Agent, each
Lender and each indemnified person, upon their demand, for any reasonable legal
or other out-of-pocket expenses incurred in connection with investigating,
defending or participating in any such loss, claim, damage, liability, or action
or other proceeding, whether commenced or threatened (whether or not such Agent,
such Lender or any such person is a party to any action or proceeding out of
which any such expense arises). Notwithstanding the foregoing, the Borrower
shall have no obligation hereunder to an indemnified person with respect to
indemnified liabilities which have resulted from the gross negligence, bad faith
or willful misconduct of such indemnified person.

                  SECTION 8.05 RIGHT OF SET-OFF. Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the


                                       45
<PAGE>   50

consent specified by Section 6.01 to authorize the Agents to declare the
Advances due and payable pursuant to the provisions of Section 6.01, each Lender
is hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (time or demand,
provisional or final, or general, but not special) at any time held and other
indebtedness at any time owing by such Lender to or for the credit or the
account of the Borrower against any and all of the obligations of the Borrower
now or hereafter existing under this Agreement that are then due and payable,
whether or not such Lender shall have made any demand under this Agreement. Each
Lender agrees promptly to notify the Borrower 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. The rights of
each Lender under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which such Lender may
have.

                  SECTION 8.06 BINDING EFFECT; ENTIRE AGREEMENT. This Agreement
shall be deemed to have been executed and delivered when it shall have been
executed by Borrower and the Agents and when the Agents shall have been notified
by each Bank that such Bank has executed it and thereafter shall be binding upon
and inure to the benefit of Borrower, each Agent and each Lender and their
respective successors and permitted assigns, except that Borrower shall not have
the right to assign its rights hereunder or any interest herein without the
prior written consent of all Lenders. This Agreement and the other Loan
Documents represent the final agreement between the parties and may not be
contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the
parties.

                  SECTION 8.07 ASSIGNMENTS AND PARTICIPATIONS.

                  (a) Each Lender (other than the Designated Bidders) may assign
to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment and the Advances owing to it); provided, however, that (i) each such
assignment shall be of a constant, and not a varying, percentage of all of the
assigning Lender's rights and obligations under this Agreement (other than any
right to make Bid Advances or Bid Advances held by it), (ii) after giving effect
to any such assignment, (1) the assigning Lender shall no longer have any
Commitment or (2) the amount of the Commitment of both the assigning Lender and
the Eligible Assignee party to such assignment (in each case determined as of
the date of the Assignment and Acceptance with respect to such assignment) shall
not be less than $5,000,000 and multiples of $1,000,000 in excess thereof, (iii)
each such assignment shall be to an Eligible Assignee, (iv) the parties to each
such assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, and a
processing and recordation fee of $3,000 to the Administrative Agent, and (v)
the Borrower (unless an Event of Default or a Potential Event of Default has
occurred and is continuing) and the Administrative Agent shall have consented to
such assignment, which consent shall not be unreasonably withheld; except that
such consent shall not be required for an assignment to another Lender or an
affiliate of a Lender. Upon such execution, delivery, acceptance and recording,
from and after the effective date specified in each Assignment and Acceptance,
(x) the assignee thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
and


                                       46
<PAGE>   51

(y) the Lender assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and 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 Lender shall cease to be a party hereto). Any Lender may at any
time pledge or assign all or any portion of its rights hereunder to a Federal
Reserve Bank; provided, that no such pledge or assignment shall release such
Lender from any of its obligations hereunder.

                  (b) By executing and delivering an Assignment and Acceptance,
the Lender assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with any of
the Loan Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of any of the Loan Documents or any other
instrument or document furnished pursuant hereto or thereto; (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under any of the Loan
Documents or any other instrument or document furnished pursuant hereto or
thereto; (iii) such assignee confirms that it has received a copy of the Loan
Documents, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Agents, such assigning Lender 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 Loan Documents; (v) such assignee confirms that it is an Eligible Assignee;
(vi) such assignee appoints and authorizes each Agent to take such action as
agent on its behalf and to exercise such powers under the Loan Documents as are
delegated to such Agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of the Loan Documents are required to be performed by it as a Lender.

                  (c) Within five (5) days of its receipt of an Assignment and
Acceptance executed by an assigning Lender and an assignee representing that it
is an Eligible Assignee (together with a processing and recordation fee of
$3,000 with respect thereto) and upon evidence of consent of the Borrower and
the Administrative Agent thereto, which consent shall not be unreasonably
withheld, the Administrative Agent shall, if such Assignment and Acceptance has
been completed and is in substantially the form of Exhibit C hereto, (1) accept
such Assignment and Acceptance and (2) record the information contained therein
in the Register. All communications with the Borrower with respect to such
consent of the Borrower shall be sent pursuant to Section 8.02.

                  (d) Each Lender (other than the Designated Bidders) may
designate one or more banks or other entities to have a right to make Bid
Advances as a Lender pursuant to Section 2.03; provided, however, that (i) no
such Lender shall be entitled to make more than two such designations, (ii) each
such Lender making one or more of such designations shall retain the


                                       47
<PAGE>   52

right to make Bid Advances as a Lender pursuant to Section 2.03, (iii) each such
designation shall be to a Designated Bidder and (iv) the parties to each such
designation shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, a Designation Agreement. Upon such
execution, delivery, acceptance and recording, from and after the effective date
specified in each Designation Agreement, the designee thereunder shall be a
party hereto with a right to make Bid Advances as a Lender pursuant to Section
2.03 and the obligations related thereto.

                  (e) By executing and delivering a Designation Agreement, the
Lender making the designation thereunder and its designee thereunder confirm and
agree with each other and the other parties hereto as follows: (i) such Lender
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
this Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other instrument or
document furnished pursuant hereto; (ii) such Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such designee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into the
Designation Agreement; (iv) such designee will, independently and without
reliance upon the Administrative Agent, such designating Lender or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement; (v) such designee confirms that it is a Designated
Bidder; (vi) such designee appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Administrative Agent by the terms hereof,
together with such powers as are reasonably incidental thereto; and (vii) such
designee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement are required to be performed by
it as a Lender.

                  (f) Upon its receipt of a Designation Agreement executed by a
designating Lender and a designee representing that it is a Designated Bidder,
the Administrative Agent shall, if such Designation Agreement has been completed
and is substantially in the form of Exhibit K hereto, (i) accept such
Designation Agreement, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower.

                  (g) The Administrative Agent shall maintain at its address
referred to in Section 8.02 a copy of each Assignment and Acceptance and each
Designation Agreement delivered to and, accepted by it and a register for the
recordation of the names and addresses of the Lenders and, with respect to
Lenders other than Designated Bidders, the Commitment of, the Commitment
Termination Date of, and principal amount of the Advances owing to, each such
Lender from time to time (the "Register"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Agents and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes of the Loan
Documents. 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.


                                       48
<PAGE>   53


                  (h) Each Lender may sell participations to one or more banks
or other entities in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Commitment and the Advances owing to it; provided, however, that (i) such
Lender's obligations under this Agreement (including, without limitation, its
Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations, (iii) such Lender shall remain the holder of any such
Advance for all purposes of this Agreement, (iv) the Borrower, the Agents and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under the Loan Documents,
(v) no Lender shall grant any participation under which the participant shall
have rights to require such Lender to take or omit to take any action hereunder
or under the other Loan Documents or approve any amendment to or waiver of this
Agreement or the other Loan Documents, except to the extent such amendment or
waiver would: (A) extend the Termination Date of such Lender; or (B) reduce the
interest rate or the amount of principal or fees applicable to Advances or the
Commitment in which such participant is participating or change the date on
which interest, principal or fees applicable to Advances or the Commitment in
which such participant is participating are payable, (vi) such Lender shall
notify the Borrower of the sale of the participation, and (vii) the Person
purchasing such participation shall agree to customary provisions relating to
the confidentiality of non-public information received by such Person in
connection with its purchase of the participation.

                  (i) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; provided that, prior to any such disclosure,
the assignee or Participant or proposed assignee or participant shall agree to
preserve the confidentiality of any confidential information relating to the
Borrower received by it from such Lender.

                  SECTION 8.08 CONFIDENTIALITY. Each Lender agrees, insofar as
is legally possible, to use its best efforts to keep in confidence all financial
data and other information relative to the affairs of the Borrower heretofore
furnished or which may hereafter be furnished to it pursuant to the provisions
of this Agreement; provided, however, that this Section 8.08 shall not be
applicable to information otherwise disseminated to the public by the Borrower;
and provided further that such obligation of each Bank shall be subject to each
Bank's (a) obligation to disclose such information pursuant to a request or
order under applicable laws and regulations or pursuant to a subpoena or other
legal process, (b) right to disclose any such information to bank examiners, its
affiliates (including, without limitation, in the case of CUSA, SSBI), bank,
auditors, accountants and its counsel and other Banks, and (c) right to disclose
any such information, (i) in connection with the transactions set forth herein
including assignments and sales of participation interests pursuant to Section
8.07 hereof or (ii) in or in connection with any litigation or dispute involving
the Banks and the Borrower or any transfer or other disposition by such Bank of
any of its Advances or other extensions of credit by such Bank to the Borrower
or any of its Subsidiaries, provided that information disclosed pursuant to this
proviso shall be so disclosed subject to such procedures as are reasonably
calculated to maintain the confidentiality thereof.


                                       49
<PAGE>   54

                  SECTION 8.09 GOVERNING LAW. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York.

                  SECTION 8.10 EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

                  SECTION 8.11 CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES.
The Borrower hereby irrevocably submits to the jurisdiction of any New York
state or Federal court sitting in New York, New York in any action or proceeding
arising out of or relating to this Agreement, and the Borrower hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in such New York state or Federal court. The Borrower
hereby irrevocably waives, to the fullest extent it may effectively do so, the
defense of an inconvenient forum to the maintenance of such action or
proceeding. The Borrower agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Section 8.11 shall affect the right of any Lender or Agent to serve legal
process in any other manner permitted by law or affect the right of any Lender
or Agent to bring any action or proceeding against the Borrower or its property
in the courts of any other jurisdiction.

                  SECTION 8.12 WAIVER OF TRIAL BY JURY. THE BORROWER, THE BANKS,
THE AGENTS AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, EACH OTHER LENDER
HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. The scope of this
waiver is intended to be all-encompassing of any and all disputes that may be
filed in any court and that relate to the subject matter of this transaction,
including without limitation contract claims, tort claims, breach of duty claims
and all other common law and statutory claims. The Borrower, the Banks, the
Agents and, by its acceptance of the benefits hereof, each other Lender (i)
acknowledges that this waiver is a material inducement for the Borrower, the
Lenders and the Agents to enter into a business relationship, that the Borrower,
the Lenders and the Agents have already relied on this waiver in entering into
this Agreement or accepting the benefits thereof, as the case may be, and that
each will continue to rely on this waiver in their related future dealings and
(ii) further warrants and represents that each has reviewed this waiver with its
legal counsel, and that each knowingly and voluntarily waives its jury trial
rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a
written consent to a trial by the court.


                  [Remainder of page intentionally left blank]


                                       50
<PAGE>   55


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


                                    THE DIAL CORPORATION, a Delaware corporation


                                    By /s/ Susan J. Riley
                                       __________________________
                                       Title: Executive Vice President and
                                              Chief Financial Officer

                                       51
<PAGE>   56

                                    CITICORP USA, INC., as Administrative Agent
                                    and as a Lender


                                    By Pete Locke
                                       __________________________
                                       Title: Managing Director


                                       52
<PAGE>   57


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


                                     By Lisa S. Donoghue
                                        __________________________
                                        Title: Managing Director


                                       53
<PAGE>   58

                                     WACHOVIA BANK, N.A., as Documentation Agent
                                     and as a Lender


                                     By Mike Klein
                                        __________________________
                                        Title: Vice President


                                       54

<PAGE>   59

                              THE DIAL CORPORATION

           FIRST AMENDMENT DATED NOVEMBER 21, 2000 TO CREDIT AGREEMENT
                 (LONG TERM FACILITY) DATED AS OF JULY 14, 2000


                  This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
dated as of November 21, 2000 and entered into by and among THE DIAL
CORPORATION, a Delaware corporation (the "Borrower"), the undersigned lenders
(collectively the "Lenders"), and CITICORP USA, INC., as Administrative Agent,
and is made with reference to that certain Credit Agreement (Long Term
Facility), dated as of July 14, 2000, by and among the Borrower, the Lenders,
and the Agents (as amended, the "Credit Agreement"). Capitalized terms used
herein without definition shall have the same meanings herein as set forth in
the Credit Agreement.

                                    RECITALS

                  WHEREAS, the Borrower has requested and Requisite Lenders have
agreed to modify the terms of the Credit Agreement in certain respects;

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

SECTION 1.        AMENDMENTS TO THE CREDIT AGREEMENT

         A. AMENDMENT TO SECTION 5.02(F). Section 5.02(f) of the Credit
Agreement is hereby amended by deleting it in its entirety and substituting the
following in lieu thereof:

                  "Maximum Funded Debt Ratio. The Borrower will not permit at
         any time the ratio of (i) Funded Debt to (ii) EBITDA for any four
         fiscal quarter period ending on the dates set forth below to be greater
         than the correlative ratio indicated:

<TABLE>
<CAPTION>
                  Date                                                 Maximum Ratio
                  ----                                                 -------------
<S>                                                                    <C>
                  September 30, 2000 and prior                         3.00:1.00
                  December 31, 2000                                    3.50:1.00
                  March 31, 2001                                       3.50:1.00
                  June 30, 2001                                        3.25:1.00
                  Thereafter                                           3.00:1.00"
</TABLE>

         B. AMENDMENT TO COMPLIANCE CERTIFICATE. The form of Compliance
Certificate attached to the Credit Agreement as Exhibit F is hereby amended and
restated in its entirety to read as set forth on Exhibit F to this Amendment.


                                                     (First Amendment-Long Term)
<PAGE>   60

SECTION 2.        BORROWER'S REPRESENTATIONS AND WARRANTIES

                  To induce the Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, the Borrower
represents and warrants to each Lender that the following statements are true,
correct and complete:

         A. CORPORATE POWER AND AUTHORITY. The Borrower has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement, as amended by this Amendment (the "Amended Agreement").

         B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the consummation of the Amended Agreement have been duly
authorized by all necessary corporate action on the part of the Borrower.

         C. NO CONFLICT. The execution and delivery by the Borrower of this
Amendment and the consummation by the Borrower of the Amended Agreement do not
and will not (i) violate any provision of any law or any governmental rule or
regulation applicable to the Borrower or its Subsidiaries, the certificate of
incorporation or bylaws of the Borrower or any order, judgment or decree of any
court or other agency of government binding on the Borrower or its Subsidiaries,
(ii) conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under any contractual obligation of the
Borrower or its Subsidiaries, (iii) result in or require the creation or
imposition of any Lien upon any of the properties or assets of the Borrower or
its Subsidiaries, or (iv) require any approval of stockholders or any approval
or consent of any Person under any contractual obligation of the Borrower or its
Subsidiaries (other than the parties hereto).

         D. GOVERNMENTAL CONSENTS. The execution and delivery by the Borrower of
this Amendment and the consummation by the Borrower of the Amended Agreement do
not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body.

         E. BINDING OBLIGATION. This Amendment has been duly executed and
delivered by the Borrower and this Amendment and the Amended Agreement are the
legally valid and binding obligations of the Borrower, enforceable against the
Borrower in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by principles of equity and
commercial reasonableness.

         F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 4.01
(excluding those set forth in Section 4.01(e)) of the Credit Agreement are true,
correct and complete in all material respects to the same extent as though made
on and as of the date hereof, except as provided above or to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.


                                       2             (First Amendment-Long Term)
<PAGE>   61

         G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would, upon the giving of notice, the passage of time, or otherwise,
constitute an Event of Default.

         H. CONDITION OF THE BORROWER. (i) The consolidated balance sheet of the
Borrower and its Subsidiaries as at December 31, 1999 and the related
consolidated statements of income and retained earnings of the Borrower and its
Subsidiaries for the fiscal year then ended, and (ii) the consolidated balance
sheet of the Borrower and its Subsidiaries as at September 30, 2000, and the
related consolidated statements of income and retained earnings of the Borrower
and its Subsidiaries for the fiscal quarter then ended, in each case fairly
present the financial condition of the Borrower and its Subsidiaries as at such
date and the results of the operations of Borrower and its Subsidiaries for the
period ended on such date, all in accordance with GAAP consistently applied,
and, as of the Closing Date, there has been no material adverse change in the
business, condition (financial or otherwise), operations or properties of the
Borrower and its Subsidiaries, taken as a whole, since September 30, 2000, other
than as disclosed in the Borrower's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000.

SECTION 3.        CONDITIONS TO EFFECTIVENESS

                  Section 1 of this Amendment shall become effective as of the
date hereof (such date being referred to herein as the "Amendment Effective
Date"); provided that all of the following conditions precedent shall have been
satisfied:

         A. The Borrower shall have delivered to each Lender (in the case of the
item specified in clause (i) below) or to the Administrative Agent (in the case
of the items specified in clauses (ii) and (iii) below) the following, each,
unless otherwise noted, dated the Amendment Effective Date:

                  (i) A copy of the Borrower's Quarterly Report on Form 10-Q for
         the quarter ended September 30, 2000;

                  (ii) Signature and incumbency certificates of its officers
         executing this Amendment; and

                  (iii) Executed copies of this Amendment.

         B. All corporate and other proceedings taken in connection with the
transactions contemplated hereby and all documents incidental thereto not
previously found acceptable by the Administrative Agent, shall be satisfactory
in form and substance to the Administrative Agent, and the Administrative Agent
shall have received all such counterpart originals or certified copies of such
documents as the Administrative Agent may reasonably request.

SECTION 4.        MISCELLANEOUS

         A. Reference to and Effect on the Credit Agreement and the Other Loan
Documents.

                  (i) On and after the date this Amendment becomes effective in
         accordance with its terms, each reference in the Credit Agreement to
         "this Agreement", "hereunder",


                                       3             (First Amendment-Long Term)
<PAGE>   62

         "hereof", "herein" or words of like import referring to the Credit
         Agreement, and each reference in the Notes to the "Credit Agreement",
         "thereunder", "thereof" or words of like import referring to the Credit
         Agreement shall mean and be a reference to the Amended Agreement.

                  (ii) Except as specifically amended by this Amendment, the
         Credit Agreement and the Notes shall remain in full force and effect
         and are hereby ratified and confirmed.

                  (iii) The execution, delivery and performance of this
         Amendment shall not, except as expressly provided herein, constitute a
         waiver of any provision of, or operate as a waiver of, any right, power
         or remedy of the Administrative Agent or any Lender under, the Credit
         Agreement or the Notes.

         B. FEES AND EXPENSES. The Borrower acknowledges that all costs, fees
and expenses as described in Section 8.04 of the Credit Agreement incurred by
the Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of the
Borrower.

         C. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

         D. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

         E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. Subject to the provisions of Section 3, this Amendment shall
become effective as of the date hereof upon the execution and delivery of a
counterpart hereof by the Borrower and the Requisite Lenders.


                  [Remainder of page intentionally left blank]


                                       4             (First Amendment-Long Term)
<PAGE>   63

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

                                    The Borrower:

                                    THE DIAL CORPORATION



                                    By /s/ Conrad A. Conrad
                                      __________________________
                                      Name:  Conrad A. Conrad
                                      Title: Senior Vice President and
                                             Chief Financial Officer


                                    The Lenders:


                                    CITICORP USA, INC. (Individually and as
                                    Administrative Agent)



                                    By /s/ J. Gregory Davis
                                       ___________________________
                                       Name:  J. Gregory Davis
                                       Title: Director


                                    BANK OF AMERICA, N.A. (Individually and as
                                    Syndication Agent)



                                    By /s/ Paula Z. Kramp
                                       ___________________________
                                       Name:  Paula Z. Kramp
                                       Title: Principal


                                    WACHOVIA BANK, N.A. (Individually and as
                                    Documentation Agent)


                                    By /s/ C. Reid Harden
                                       ___________________________
                                       Name:  C. Reid Harden
                                       Title: Vice President


                                      S-1            (First Amendment-Long Term)
<PAGE>   64


                                      ABN AMRO BANK N.V.


                                      By /s/ Ellen M. Coleman
                                         ___________________________
                                         Name:  Ellen M. Coleman
                                         Title: Group Vice President


                                      By /s/ Mitsoo Iravani
                                         ___________________________
                                         Name:  Mitsoo Iravani
                                         Title: Assistant Vice President



                                      BANK ONE, NA



                                      By /s/ Joseph Perdenza
                                         ___________________________
                                         Name:  Joseph Perdenza
                                         Title: Assistant Vice President


                                      DEUTSCHE BANK, AG



                                      By /s/ Alexander Karow
                                         ___________________________
                                         Name:  Alexander Karow
                                         Title: Vice President


                                      By /s/ Thomas A. Foley
                                         ___________________________
                                         Name:  Thomas A. Foley
                                         Title: Vice President



                                      INDUSTRIAL BANK OF JAPAN, LIMITED, NEW
                                      YORK BRANCH



                                      By /s/ Vincente L. Timiraos
                                         ___________________________
                                         Name:  Vincente L. Timiraos
                                         Title: Joint General Manager

                                      WELLS FARGO BANK, N.A.



                                      By /s/ Catherine M. Wallace
                                         ____________________________
                                         Name:  Catherine M. Wallace
                                         Title: Vice President


                                      S-2            (First Amendment-Long Term)
<PAGE>   65


                                      WESTDEUTSCHE LANDESBANK GIROZENTRALE-NEW
                                      YORK AND CAYMAN ISLANDS BRANCHES


                                      By /s/    Barry S. Wadler
                                         ____________________________
                                         Name:  Barry S. Wadler
                                         Title: Manager


                                      By /s/    Lisa M. Walker
                                         ____________________________
                                         Name:  Lisa M. Walker
                                         Title: Associate Director


                                      S-3            (First Amendment-Long Term)
<PAGE>   66

                                    EXHIBIT F

                        [FORM OF COMPLIANCE CERTIFICATE]



                  The undersigned certifies that: (i) this Certificate is as of
__________ and pertains to the period from _________ to _________, (ii) the
undersigned has reviewed the terms of that certain Credit Agreement, dated as of
July 14, 2000, among The Dial Corporation, the Banks named therein, Citicorp
USA, Inc., as Administrative Agent, Wachovia Bank, N.A., as Documentation Agent
for said Lenders and Bank of America, N.A., as Syndication Agent for said
Lenders (as it may be amended, supplemented, restated or otherwise modified from
time to time, the "CREDIT AGREEMENT") and has made, or caused to be made under
the undersigned's supervision, a review in reasonable detail of the transactions
and condition of the Borrower and its Subsidiaries during the period set forth
above and (iii) such review has not disclosed the existence during or at the end
of such period, and the undersigned does not have knowledge of the existences as
of the date of this Certificate, of any condition or event that constitutes an
Event of Default or Potential Event of Default.(1) CAPITALIZED TERMS USED HEREIN
SHALL HAVE THE MEANINGS SET FORTH IN THE CREDIT AGREEMENT.



   A.       NET WORTH

            For the Borrower and its Subsidiaries:

            1.       Net Worth as of the Effective Date              $__________

            2.       80% multiplied (1)                              $__________

            3.       Net Income (if a positive number) from the
                     Effective Date to most recent June 30 or
                     December 31                                     $__________

            4.       25% multiplied (3)                              $__________

            5.       aggregate net proceeds, including cash and
                     the fair market value of property other than
                     cash, received by the Borrower from the issue
                     or sale of capital stock of the Borrower from
                     the Effective Date to the most recent June 30
                     or December 31                                  $__________


--------

(1) If any event or condition that constitutes an Event of Default or Potential
Event of Default exists, the Certificate should include the nature and period of
existence of such event or condition and what action the Borrower has taken, is
taking and proposes to take with respect thereto.


                                      F-1               (Compliance Certificate)
<PAGE>   67


            6.       aggregate of 25% of the after tax gains
                     realized from unusual, extraordinary, and
                     major nonrecurring items from the Effective
                     Date to the most recent June 30 or December
                     31                                              $__________

            7.       Additions to Capital [(5) plus (6)]             $__________

            8.       Net Worth                                       $__________

            9.       Minimum Net Worth permitted under Credit
                     Agreement [(2) plus (4) plus (7)]               $__________

   B.       MAXIMUM FUNDED DEBT RATIO.

            For the Borrower and its Subsidiaries (for each period consisting of
            the most recently ended four consecutive fiscal quarters of the
            Borrower):

            1.       indebtedness for borrowed money or for the
                     deferred purchase price of property or
                     services                                        $__________

            2.       obligations as lessee under leases which
                     shall have been or should be, in accordance
                     with GAAP, recorded as capital leases           $__________

            3.       obligations under guarantees in respect of
                     indebtedness or obligations of others of the
                     kinds referred to in clauses (1) and (2) of
                     this Section B                                  $__________

            4.       Funded Debt [(1) plus (2) plus (3)]             $__________

            5.       consolidated net income plus provision for
                     taxes (excluding extraordinary, unusual, or
                     nonrecurring gains or losses)                   $__________

            6.       interest expense                                $__________

            7.       depreciation expense and amortization of
                     intangibles                                     $__________

            8.       EBITDA [(5) plus (6) plus (7)]                  $__________

            9.       Ratio of Funded Debt to EBITDA [(4):(8)]         ____:____


                                      F-2               (Compliance Certificate)
<PAGE>   68

            10.      Maximum Funded Debt Ratio required under Credit Agreement
                     for any four fiscal quarter period ending on the dates set
                     forth below:

                     September 30, 2000 and prior            3.00:1.00
                     December 31, 2000                       3.50:1.00
                     March 31, 2001                          3.50:1.00
                     June 30, 2001                           3.25:1.00
                     After June 30, 2001                     3.00:1.00



                                       THE DIAL CORPORATION





                                       By: ___________________________________
                                           Title:


                                      F-3               (Compliance Certificate)

<PAGE>   69
                                U.S. $180,000,000

                                CREDIT AGREEMENT


                            Dated as of July 14, 2000

                                      Among

                              THE DIAL CORPORATION,
                                   as Borrower

                                       and

                             THE BANKS NAMED HEREIN,
                                   as Lenders

                                       and

                               CITICORP USA, INC.,
                             as Administrative Agent

                                       and

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

                                       and

                              WACHOVIA BANK, N.A.,
                             as Documentation Agent

                                       and

                           SALOMON SMITH BARNEY, INC.
                         BANC OF AMERICA SECURITIES LLC
                                  as Arrangers
<PAGE>   70
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                 PAGE
<S>                                                                                              <C>
                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01      Certain Defined Terms .......................................................    1
SECTION 1.02      Computation of Time Periods .................................................   12
SECTION 1.03      Accounting Terms ............................................................   12

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01      The Committed Advances ......................................................   12
SECTION 2.02      Making the Committed Advances ...............................................   13
SECTION 2.03      Making the Bid Advances .....................................................   15
SECTION 2.04      Fees ........................................................................   18
SECTION 2.05      Termination and Reduction of the Commitments ................................   19
SECTION 2.06      Repayment and Prepayment of Advances ........................................   19
SECTION 2.07      Interest on Committed Advances ..............................................   21
SECTION 2.08      Interest Rate Determination .................................................   21
SECTION 2.09      Voluntary Conversion or Continuation of Committed Advances ..................   22
SECTION 2.10      Increased Costs .............................................................   22
SECTION 2.11      Payments and Computations ...................................................   23
SECTION 2.12      Taxes .......................................................................   24
SECTION 2.13      Sharing of Payments, Etc. ...................................................   26
SECTION 2.14      Evidence of Debt ............................................................   26
SECTION 2.15      Use of Proceeds .............................................................   27
SECTION 2.16      Extension of the Commitment Termination Date ................................   27
SECTION 2.17      Substitution of Lenders .....................................................   28

                                   ARTICLE III

                     CONDITIONS OF EFFECTIVENESS AND LENDING

SECTION 3.01      Conditions Precedent to Effectiveness .......................................   28
SECTION 3.02      Conditions Precedent to Each Committed Borrowing Advance ....................   29
SECTION 3.03      Conditions Precedent to Each Bid Borrowing ..................................   30

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01      Representations and Warranties of the Borrower ..............................   30
</TABLE>


                                      -i-
<PAGE>   71
                               TABLE OF CONTENTS
                                  (continued)





<TABLE>
                                                                                                 Page
<CAPTION>
<S>                                                                                               <C>
                                    ARTICLE V

                            COVENANTS OF THE BORROWER

SECTION 5.01      Affirmative Covenants .......................................................   33
SECTION 5.02      Negative Covenants ..........................................................   37

                                   ARTICLE VI

                                EVENTS OF DEFAULT

SECTION 6.01      Events of Default ...........................................................   39

                                   ARTICLE VII

                                   THE AGENTS

SECTION 7.01      Authorization and Action ....................................................   41
SECTION 7.02      Agents' Reliance, Etc. ......................................................   41
SECTION 7.03      CUSA, B of A, Wachovia and Affiliates .......................................   42
SECTION 7.04      Lender Credit Decision ......................................................   42
SECTION 7.05      Indemnification .............................................................   42
SECTION 7.06      Successor Agent .............................................................   43
SECTION 7.07      Syndication Agent, Documentation Agent and Arrangers ........................   44

                                  ARTICLE VIII

                                  MISCELLANEOUS

SECTION 8.01      Amendments, Etc. ............................................................   44
SECTION 8.02      Notices, Etc. ...............................................................   44
SECTION 8.03      No Waiver; Remedies .........................................................   45
SECTION 8.04      Costs, Expenses and Indemnification .........................................   45
SECTION 8.05      Right of Set-off ............................................................   46
SECTION 8.06      Binding Effect; Entire Agreement ............................................   46
SECTION 8.07      Assignments and Participations ..............................................   46
SECTION 8.08      Confidentiality .............................................................   49
SECTION 8.09      New Lenders; Increases in Commitment of a Lender ............................   50
SECTION 8.10      Governing Law ...............................................................   50
SECTION 8.11      Execution in Counterparts ...................................................   50
SECTION 8.12      Consent to Jurisdiction; Waiver of Immunities ...............................   51
SECTION 8.13      Waiver of Trial by Jury .....................................................   51
</TABLE>


                                      -ii-
<PAGE>   72
SCHEDULES

Schedule I        List of Applicable Lending Offices

Schedule II       Lender's Commitments

EXHIBITS

Exhibit A         Notice of Committed Borrowing

Exhibit B         Notice of Bid Borrowing

Exhibit C         Assignment of Acceptance

Exhibit D         Form of Opinion of Counsel for Borrower

Exhibit E         Form of Opinion of Counsel to the Agents

Exhibit F         Form of Compliance Certificate

Exhibit G         Form of Committed Note

Exhibit H         Form of Bid Note

Exhibit I         Form of Notice of Conversion/Continuation

Exhibit J         Form of Designation Agreement

Exhibit K         Form of Commitment Increase Letter
<PAGE>   73
                     U.S. $180,000,000 (SHORT TERM FACILITY)
                                CREDIT AGREEMENT

                            Dated as of July 14, 2000

                  This CREDIT AGREEMENT (this "AGREEMENT") is among THE DIAL
CORPORATION, a Delaware corporation (the "BORROWER"), the banks (the "BANKS")
listed on the signature pages hereof, CITICORP USA, INC. ("CUSA"), as
administrative agent for the Lenders hereunder (in such capacity, the
"ADMINISTRATIVE AGENT"), and BANK OF AMERICA, N.A. ("B OF A"), as syndication
agent for the Lenders hereunder (in such capacity, the "SYNDICATION AGENT"),
WACHOVIA BANK, N.A. ("WACHOVIA") as documentation agent for the Lenders
hereunder (in such capacity, the "DOCUMENTATION AGENT"; the Administrative
Agent, Syndication Agent and the Documentation Agent being referred to together
as the "AGENTS"), SALOMON SMITH BARNEY, INC. ("SSBI") and BANC OF AMERICA
SECURITIES LLC ("BA SECURITIES") as arrangers for the Lenders hereunder
(collectively, in such capacity, "ARRANGERS" and each individually is an
"ARRANGER") agree as follows:

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01 CERTAIN DEFINED TERMS. As used in this Agreement,
the following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):

                  "Additions to Capital" means the sum of (i) the aggregate net
proceeds, including cash and the fair market value of property other than cash
(as determined in good faith by the Board of Directors of the Borrower as
evidenced by a Board resolution), received by the Borrower from the issue or
sale (other than to a Subsidiary) of capital stock of the Borrower and (ii) the
aggregate of 25% of the after tax gain realized from unusual, extraordinary, and
major nonrecurring items including, but not limited to, the sale, transfer, or
other disposition of (x) any of the stock of any of the Borrower's Subsidiaries
or (y) substantially all of the assets of any geographic or other division or
line of business of the Borrower or any of its Subsidiaries (but excluding any
after tax loss realized on any such unusual, extraordinary, and major
nonrecurring items to the extent they exceed any after tax gains on such items).

                  "Adjusted Eurodollar Rate" means, for any Interest Period for
each Eurodollar Rate Advance comprising part of the same Borrowing, an interest
rate per annum equal to the rate per annum obtained by dividing (a) the average
(rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such
average is not such a multiple) of the rate per annum at which deposits in U.S.
dollars are offered by the principal office of each of the Reference Banks in
London, England to prime banks in the London interbank market at 11:00 A.M.
(London time) two Business Days before the first day of such Interest Period in
an amount substantially equal to the respective Reference Bank's Eurodollar Rate
Advance comprising part of such Borrowing and for a period equal to such
Interest Period by (b) a percentage equal to 100% minus the Eurodollar Rate
Reserve Percentage. The Adjusted Eurodollar Rate for any Interest Period for
each Eurodollar Rate Advance comprising part of the same Borrowing shall be
determined by the Administrative Agent on the basis of applicable rates
furnished to and
<PAGE>   74
received by the Administrative Agent from the Reference Banks two Business Days
before the first day of such Interest Period, subject, however, to the
provisions of Section 2.08.

                  "Administrative Agent" means CUSA, or any Person serving as
its successor agent.

                  "Advance" means a Committed Advance or a Bid Advance.

                  "Affiliate" means, as to any Person, any other Person that,
directly or indirectly, controls, is controlled by or is under common control
with such Person.

                  "Agent" or "Agents" has the meaning specified in the
introductory paragraph of this Agreement; provided, that, for purposes of
Sections 7.02, 7.04, 7.05, 8.04, 8.07(b)(iv) and 8.12 of this Agreement the term
"Agent" or "Agents", as the case may be, shall include Arrangers.

                  "Agreement" means this Credit Agreement as it may be amended,
supplemented or otherwise modified from time to time.

                  "Applicable Lending Office" means, with respect to each
Lender, such Lender's Domestic Lending Office in the case of a Base Rate
Advance, and such Lender's Eurodollar Lending Office in the case of a Eurodollar
Rate Advance.

                  "Applicable Margin" means, for any period for which any
interest payment is to be made with respect to any Advance, the interest rate
per annum derived by dividing (i) the sum of the Daily Margins for each of the
days included in such period by (ii) the number of days included in such period.

                  "Arrangers" means SSBI and BA Securities, collectively, and
each individually is an "Arranger."

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an Eligible Assignee, and accepted by the
Administrative Agent, in substantially the form of Exhibit C hereto.

                  "Bankruptcy Code" means Title 11 of the United States Code
entitled "Bankruptcy" as now and hereafter in effect, or any successor statute.

                  "Base Rate" means, for any period, a fluctuating interest rate
per annum as shall be in effect from time to time which rate per annum shall at
all times be equal to the highest of:

                  (a)      the rate of interest announced publicly by Citibank
in New York, New York, from time to time, as Citibank's base rate (which is a
rate set by Citibank based upon various factors including Citibank's costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate);


                                       2
<PAGE>   75
                  (b)      the sum of (A) 1/2 of one percent per annum, plus (B)
the rate obtained by dividing (x) the latest three-week moving average of
secondary market morning offering rates in the United States for three-month
certificates of deposit of major United States money market banks (such
three-week moving average being determined weekly by Citibank on the basis of
such rates reported by certificate of deposit dealers to and published by the
Federal Reserve Bank of New York or, if such publication shall be suspended or
terminated, on the basis of quotations for such rates received by Citibank, in
either case adjusted to the nearest 1/16 of one percent or, if there is no
nearest 1/16 of one percent, to the next higher 1/16 of one percent), by (y) a
percentage equal to 100% minus the average of the daily percentages specified
during such three-week period by the Board of Governors of the Federal Reserve
System for determining the maximum reserve requirement (including, but not
limited to, any marginal reserve requirements for Citibank in respect of
liabilities consisting of or including (among other liabilities) three-month
nonpersonal time deposits of at least $100,000), plus (C) the average during
such three-week period of the daily net annual assessment rates estimated by
Citibank for determining the current annual assessment payable by Citibank to
the Federal Deposit Insurance Corporation for insuring three-month deposits in
the United States; or

                  (c)      1/2 of one percent per annum above the Federal Funds
Rate.

                  "Base Rate Advance" means a Committed Advance which bears
interest at a rate per annum determined on the basis of the Base Rate, as
provided in Section 2.07(a).

                  "Bid Advance" means an advance by a Lender to the Borrower as
part of a Bid Borrowing resulting from the auction bidding procedure described
in Section 2.03(a).

                  "Bid Agent" means the Administrative Agent or any lender
designated by the Borrower with the consent of the Administrative Agent.

                  "Bid Borrowing" means a borrowing consisting of simultaneous
Bid Advances of the same Type from each of the Lenders whose offer to make one
or more Bid Advances as part of such borrowing has been accepted by the Borrower
under the auction bidding procedure described in Section 2.03(a).

                  "Bid Reduction" has the meaning specified in Section 2.01(a).

                  "Borrowing" means a Committed Borrowing or a Bid Borrowing.

                  "Business Day" means a day of the year on which banks are not
required or authorized to close in New York City or Los Angeles and, if the
applicable Business Day relates to any Eurodollar Rate Advances, on which
dealings are carried on in the London interbank market.

                  "Capital Lease" means, with respect to any Person, any lease
of any property by that Person as lessee which would, in conformity with GAAP,
be required to be accounted for as a capital lease on the balance sheet of that
Person.

                  "Cash" means money, currency or a credit balance in a deposit
account.


                                       3
<PAGE>   76
                  "Cash Equivalents" means (a) marketable direct obligations
issued or unconditionally guaranteed by the United States government or issued
by any agency thereof and backed by the full faith and credit of the United
States, in each case maturing within one year from the date of acquisition
thereof, (b) marketable direct obligations issued by any state of the United
States of America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having the highest rating generally
obtainable from either S&P or Moody's, (c) commercial paper maturing no more
than one year from the date of creation thereof and, at the time of acquisition,
having a rating of A-1 or higher from S&P or P-1 or higher from Moody's, and (d)
certificates of deposit or bankers' acceptances maturing within one year from
the date of acquisition thereof issued by any lender.

                  "Citibank" means Citibank, N.A.

                  "Closing Date" means the date this Agreement is executed and
the documents referred to in Section 3.01 are delivered to the Agents, which
shall be July 14, 2000 or such other date as may be agreed upon by the Borrower
and the Agents.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Commitment" has the meaning specified in Section 2.01.

                  "Commitment Termination Date" means, with respect to any
Lender, the date that occurs 364 days from the Closing Date, or such later date
to which the Commitment Termination Date of such Lender may be extended from
time to time pursuant to Section 2.16 (or if any such date is not a Business
Day, the next preceding Business Day).

                  "Committed Borrowing" means a borrowing consisting of
simultaneous Committed Advances of the same Type made on the same day pursuant
to the same Notice of Borrowing by each of the Lenders pursuant to Section
2.01(b).

                  "Compliance Certificate" means a certificate substantially in
the form of Exhibit F hereto, delivered to the Lenders by the Borrower pursuant
to Section 5.01(b)(iii).

                  "Convert," "Conversion" and "Converted" each refers to a
conversion of Advances of one Type into Advances of another Type pursuant to
Section 2.09.

                  "Daily Margin" means, for any date of determination, for the
designated Level, Utilization Ratio applicable to such date of determination and
Type of Advance, the following interest rates per annum:


                                       4
<PAGE>   77
<TABLE>
<CAPTION>
                                  Daily Margin when
                              Utilization Ratio is equal      Daily Margin when Utilization
                              to or less than 0.50:1.00      Ratio is greater than 0.50:1.00
                             ----------------------------   ---------------------------------
                                   TYPE OF ADVANCE                   TYPE OF ADVANCE
                             ----------------------------   ---------------------------------
                              Base Rate      Eurodollar       Base Rate         Eurodollar
                               Advance      Rate Advance       Advance         Rate Advance
                             -----------   --------------   -------------    ----------------
<S>                          <C>           <C>              <C>              <C>
                  Level 1        0%            .370%              0%               .495%
                  Level 2        0%            .400%              0%               .525%
                  Level 3        0%            .500%              0%               .625%
                  Level 4        0%            .675%              0%               .800%
                  Level 5        0%            .875%              0%              1.125%
</TABLE>

         For purposes of this definition, (a) "Utilization Ratio" means, as of
         any date of determination, the ratio of (1) the aggregate outstanding
         principal amount of all Advances as of such date to (2) the aggregate
         amount of all Commitments in effect as of such date (whether used or
         unused), (b) if any change in the rating established by S&P, Moody's or
         Fitch with respect to Long-Term Debt shall result in a change in the
         Level, the change in the Daily Margin shall be effective as of the date
         on which such rating change is publicly announced, and (c) if the
         ratings established by any two of S&P, Moody's or Fitch with respect to
         Long-Term Debt are unavailable for any reason for any day, then the
         applicable level for such day shall be deemed to be Level 5 (or, if the
         Requisite Lenders consent in writing, such other Level as may be
         reasonably determined by the Requisite Lenders from a rating with
         respect to Long-Term Debt for such day established by another rating
         agency reasonably acceptable to the Requisite Lenders).

                  "Debt" means (i) indebtedness for borrowed money or for the
deferred purchase price of property or services, (ii) obligations as lessee
under Capital Leases, (iii) obligations under guarantees in respect of
indebtedness or in respect of obligations of others of the kinds referred to in
clause (i) or (ii) above, (iv) liabilities in respect of unfunded vested
benefits under Single Employer Plans, and (v) Withdrawal Liability incurred
under ERISA by the Borrower or any of its ERISA Affiliates to any Multi-employer
Plans.

                  "Designated Bidder" means (i) an Eligible Assignee or (ii) a
special purpose corporation which is engaged in making, purchasing or otherwise
investing in commercial loans in the ordinary course of its business and that
issues (or the parent of which issues) commercial paper rated at least "Prime 1"
by Moody's or "A-1" by S&P or a comparable rating from the successor or either
of them, in either case, (w) is organized under the laws of the United States or
any State thereof, (x) shall have become a party hereto pursuant to Section
8.07(d), (e) and (f), (y) is not otherwise a Lender and (z) shall have been
consented to by the Borrower, which consent shall not be unreasonably withheld.

                  "Designation Agreement" means a designation agreement entered
into by a Lender (other than a Designated Bidder) and a Designated Bidder, and
accepted by the Administrative Agent, in substantially the form of Exhibit J
hereto.

                  "Documentation Agent" means Wachovia.


                                       5
<PAGE>   78
                  "Dollars" and the sign "$" each means lawful money of the
United States of America.

                  "Domestic Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Domestic Lending Office" opposite
its name on Schedule I hereto or in the Assignment and Acceptance pursuant to
which it became a Lender, or such other office of such Lender as such Lender may
from time to time specify to the Borrower and the Agents.

                  "EBITDA" means, for any period, consolidated net income plus
provision for taxes of the Borrower and its Subsidiaries (excluding
extraordinary, unusual, or nonrecurring gains or losses), plus interest expense
of the Borrower and its Subsidiaries, plus depreciation expense of the Borrower
and its Subsidiaries, plus amortization of intangibles of the Borrower and its
Subsidiaries, as determined on a consolidated basis in conformity with GAAP;
provided that to the extent that during such period the Borrower or any of its
Subsidiaries has acquired or disposed of a business or businesses in an amount
for any transaction or series of related transactions exceeding $15,000,000,
such calculations shall be made as if such acquisition or disposition took place
on the first day of such period (on a pro forma basis for the portion of such
period prior to the date of such acquisition (or after the date of such
disposition) and on an actual basis for the portion of such period after the
date of such acquisition (or before the date of such disposition)).

                  "Eligible Assignee" means (i) a commercial bank organized
under the laws of the United States, or any state thereof, and having a combined
capital and surplus of at least $100,000,000; (ii) a commercial bank organized
under the laws of any other country which is a member of the Organization for
Economical Cooperation and Development (the "OECD"), or a political subdivision
of any such country and having a combined capital and surplus of at least
$100,000,000, provided that such bank is acting through a branch or agency
located in the country in which it is organized or another country which is also
a member of the OECD; and (iii) any Person engaged in the business of lending
and that is an Affiliate of a Lender or of a Person of which a Lender is a
Subsidiary.

                  "Environmental Law" means any and all statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or other governmental
restrictions of any federal, state or local governmental authority within the
United States or any State or territory thereof and which relate to the
environment or the release of any materials into the environment.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.

                  "ERISA Affiliate" means any Person who for purposes of Title
IV of ERISA is a member of the Borrower's controlled group, or under common
control with the Borrower, within the meaning of Section 4001(a)(14) of ERISA.


                                       6
<PAGE>   79
                  "ERISA Event" means (i) the occurrence of a reportable event,
within the meaning of Section 4043 of ERISA, unless the 30-day notice
requirement with respect thereto has been waived by the PBGC; (ii) the provision
by the administrator of any Pension Plan of a notice of intent to terminate such
Pension Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice
with respect to a plan amendment referred to in Section 4041(e) of ERISA); (iii)
the cessation of operations at a facility in the circumstances described in
Section 4062(e) of ERISA; (iv) the withdrawal by the Borrower or an ERISA
Affiliate from a Multiple Employer Plan during a plan year for which it was a
substantial employer, as defined in Section 4001(a)(2) of ERISA; (v) the failure
by the Borrower or any ERISA Affiliate to make a payment to a Pension Plan
required under Section 302(f)(1) of ERISA, which Section imposes a lien for
failure to make required payments; (vi) the adoption of an amendment to a
Pension Plan requiring the provision of security to such Pension Plan, pursuant
to Section 307 of ERISA; or (vii) the institution by the PBGC of proceedings to
terminate a Pension Plan, pursuant to Section 4042 of ERISA, or the occurrence
of any event or condition which might constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, a
Pension Plan.

                  "Eurocurrency Liabilities" has the meaning assigned to that
term in Regulation D of the Board of Governors of the Federal Reserve System, as
in effect from time to time.

                  "Eurodollar Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Eurodollar Lending Office" opposite
its name on Schedule I hereto or in the Assignment and Acceptance pursuant to
which it became a Lender (or, if no such office is specified, its Domestic
Lending Office), or such other office of such Lender as such Lender may from
time to time specify to the Borrower and the Administrative Agent.

                  "Eurodollar Rate Advance" means a Committed Advance which
bears interest as provided in Section 2.07(b) and/or a Bid Advance which bears
interest based on the Adjusted Eurodollar Rate as provided in Section 2.03(a).

                  "Eurodollar Rate Reserve Percentage" for any Interest Period
for any Eurodollar Rate Advance means the reserve percentage applicable during
such Interest Period (or if more than one such percentage shall be so
applicable, the daily average of such percentages for those days in such
Interest Period during which any such percentage shall be so applicable) under
regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum reserve
requirements (including, without limitation, any emergency, supplemental or
other marginal reserve requirement) for member banks in the Federal Reserve
System with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities having a term equal to such Interest Period.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Existing Credit Agreement" means the Credit Agreement dated
as of July 24, 1996 among Borrower, the lenders named therein and Citicorp USA,
Inc., as agent, as amended to the date hereof.

                  "Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum


                                       7
<PAGE>   80
equal for each day during such period to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published for such day (or, if such day is
not a Business Day, for the next preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such transactions
received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it.

                  "Fitch" means Fitch Investment Service, Inc. and any successor
thereto.

                  "Fixed Rate" means, for the period for each Fixed Rate Advance
comprising part of the same Bid Borrowing, the fixed interest rate per annum
determined for such Advance, as provided in Section 2.03(a).

                  "Fixed Rate Advance" means a Bid Advance which bears interest
as a fixed rate per annum determined as provided in Section 2.03(a).

                  "Funded Debt" means outstanding Debt of the Borrower and its
Subsidiaries of the kind described in clauses (i), (ii) and (iii) of the
definition of Debt.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination.

                  "Hostile Acquisition" means the acquisition of the capital
stock or other equity interests of a Person (the "Target") through a tender
offer or similar solicitation of the owners of such capital stock or other
equity interests which has not been approved (prior to such acquisition) by
resolutions of the Board of Directors of the Target or by similar action if the
Target is not a corporation and as to which such approval has not been
withdrawn.

                  "Insufficiency" means, with respect to any Pension Plan, the
amount, if any, of its unfunded benefit liabilities, as defined in Section
4001(a)(18) of ERISA.

                  "Interest Period" means, for each Eurodollar Rate Advance
comprising part of the same Borrowing, the period commencing on the date of such
Eurodollar Rate Advance, or on the date of continuation of such Advance as a
Eurodollar Rate Advance upon expiration of successive Interest Periods
applicable thereto, or on the date of Conversion of a Base Rate Advance into a
Eurodollar Rate Advance, and ending on the last day of the period selected by
the Borrower pursuant to the provisions below. The duration of each such
Interest Period shall be one, two, three or six months, as the Borrower may
select in the Notice of Borrowing or the Notice of Conversion/Continuation for
such Advance; provided, however, that:

                  (i)      the Borrower may not select any Interest Period which
ends after the earliest Commitment Termination Date of any Lender then in
effect;


                                       8
<PAGE>   81
                  (ii)     Interest Periods commencing on the same date for
Advances comprising part of the same Borrowing shall be of the same duration;
and

                  (iii)    whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of such
Interest Period shall be extended to occur on the next succeeding Business Day,
provided, that if such extension would cause the last day of such Interest
Period to occur in the next following calendar month, the last day of such
Interest Period shall occur on the next preceding Business Day.

                  "Lenders" means the Banks listed on the signature pages hereof
and each Eligible Assignee that shall become a party hereto pursuant to Section
8.07 and, except when used in reference to a Committed Advance, a Committed
Borrowing, a Commitment or a related term, each Designated Bidder.

                  "Level" means Level 1, Level 2, Level 3, Level 4 or Level 5 as
the case may be.

                  "Level 1" means that, as of any date of determination, the
Borrower's Long-Term Debt rating is equal to or higher than at least two of the
following: A- from S&P, A3 from Moody's and/or A- from Fitch.

                  "Level 2" means that, as of any date of determination, the
Borrower's Long-Term Debt rating is equal to at least two of the following: BBB+
from S&P, Baa1 from Moody's and/or BBB+ from Fitch.

                  "Level 3" means that, as of any date of determination, the
Borrower's Long-Term Debt rating is equal to at least two of the following: BBB
from S&P, Baa2 from Moody's and/or BBB from Fitch.

                  "Level 4" means that, as of any date of determination, the
Borrower's Long-Term Debt rating is equal to at least two of the following: BBB-
from S&P, Baa3 from Moody's and/or BBB- from Fitch.

                  "Level 5" means that none of the criteria of Level 1, Level 2,
Level 3 or Level 4 are satisfied.

                  "Lien" means any lien, mortgage, pledge, security interest,
charge or encumbrance of any kind (including any conditional sale or other title
retention agreement and any lease in the nature thereof).

                  "Loan Documents" means this Agreement and the related
documents.

                  "Long-Term Debt" means senior, unsecured, long term debt
securities of the Borrower.

                  "Margin Stock" has the meaning assigned to that term in
Regulation U promulgated by the Board of Governors of the Federal Reserve
System, as in effect from time to time.


                                       9
<PAGE>   82
                  "Material Subsidiary" means any Subsidiary of the Borrower
having total assets in excess of $10,000,000.

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

                  "Multiemployer Plan" means a "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate of
the Borrower is making, or is obligated to make, contributions or has within any
of the preceding six plan years been obligated to make or accrue contributions.

                  "Multiple Employer Plan" means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, which (i) is maintained for employees
of the Borrower or an ERISA Affiliate and at least one Person other than the
Borrower and its ERISA Affiliates or (ii) was so maintained and in respect of
which the Borrower or an ERISA Affiliate could have liability under Section
4063, 4064 or 4069 of ERISA in the event such plan has been or were to be
terminated.

                  "Net Income" means net income in accordance with GAAP.

                  "Net Worth" means minority interests, preferred stock and
common stock and other equity, as shown on the consolidated balance sheet of the
Borrower and its Subsidiaries; provided that there shall be excluded from the
calculation of Net Worth any unrealized gains or losses (net of taxes) on
securities available for sale.

                  "Notice of Bid Borrowing" has the meaning specified in Section
2.03(a).

                  "Notice of Borrowing" means a Notice of Committed Borrowing or
a Notice of Bid Borrowing, as the case may be.

                  "Notice of Committed Borrowing" has the meaning specified in
Section 2.02(a).

                  "Notice of Conversion/Continuation" has the meaning specified
in Section 2.09(a).

                  "Payment Office" means the principal office of CUSA, located
on the date hereof at 2 Penn's Way, Suite 200, New Castle, Delaware 19720 (or
such other place as the Administrative Agent may designate by notice to the
Borrower and the Lenders from time to time).

                  "PBGC" means the U.S. Pension Benefit Guaranty Corporation.

                  "Pension Plan" means a Single Employer Plan or a Multiple
Employer Plan or both.

                  "Person" means an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political subdivision or agency
thereof.


                                       10
<PAGE>   83
                  "Potential Event of Default" means a condition or event which,
after notice or lapse of time or both, would constitute an Event of Default if
that condition or event were not cured or removed within any applicable grace or
cure period.

                  "Reference Banks" means, B of A, Citibank and Wachovia.

                  "Register" has the meaning specified in Section 8.07(g).

                  "Requisite Lenders" means at any time Lenders holding at least
66-2/3% of the then aggregate unpaid principal amount of the Committed Advances
held by Lenders, or, if no such principal amount is then outstanding, Lenders
having at least 66-2/3% of the Commitments (provided that, for purposes hereof,
neither the Borrower, nor any of its Affiliates, if a Lender, shall be included
in (i) the Lenders holding such amount of the Committed Advances or having such
amount of the Commitments or (ii) determining the aggregate unpaid principal
amount of the Committed Advances or the total Commitments).

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

                  "SEC" means the Securities and Exchange Commission and any
successor agency.

                  "Single Employer Plan" means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, which (i) is maintained for employees
of the Borrower or any ERISA Affiliate and no Person other than the Borrower and
its ERISA Affiliates or (ii) was so maintained and in respect of which the
Borrower or an ERISA Affiliate could have liability under Section 4062 or 4069
of ERISA in the event such plan has been or were to be terminated.

                  "Subsidiary" of any Person means any corporation, association,
partnership or other business entity of which at least 50% of the total voting
power of shares of stock or other securities entitled to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person or a combination thereof.

                  "Syndication Agent" means Bank of America, N.A.

                  "Swaps" means, with respect to any Person, payment obligations
with respect to interest rate swaps, currency swaps and similar obligations
obligating such Person to make payments, whether periodically or upon the
happening of a contingency.

                  "Termination Date" means, with respect to any Lender, the
earlier of (i) the Commitment Termination Date of such Lender and (ii) the date
of termination in whole of the Commitments of all Lenders pursuant to Section
2.05 or 6.01.

                  "Total Utilization of Commitments" means at any date of
determination the sum of (i) the aggregate principal amount of all Committed
Advances outstanding at such date plus (ii) the aggregate principal amount of
all Bid Advances outstanding at such date.


                                       11
<PAGE>   84
                  "Type" means, with reference to an Advance, a Base Rate
Advance, a Eurodollar Rate Advance, or a Fixed Rate Advance.

                  "Withdrawal Liability" has the meaning given such term under
Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02 COMPUTATION OF TIME PERIODS. In this Agreement in
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each means "to but excluding".

                  SECTION 1.03 ACCOUNTING TERMS. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP. All
computations determining compliance with financial covenants or terms, including
definitions used therein, shall be prepared in accordance with generally
accepted accounting principles in effect at the time of the preparation of, and
in conformity with those used to prepare, the financial statements delivered to
the Lenders pursuant to Section 4.01(e). If at any time the computations for
determining compliance with financial covenants or provisions relating thereto
utilize generally accepted accounting principles different than those then being
utilized in the financial statements being delivered to the Lenders, such
financial statements shall be accompanied by a reconciliation statement.

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION 2.01 THE COMMITTED ADVANCES.

                  (a)      Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make Committed Advances to the Borrower
from time to time on any Business Day during the period from the Closing Date to
but excluding the Termination Date, as in effect for such Lender, in an
aggregate principal amount at any one time outstanding not to exceed the amount
set opposite such Lender's name on Schedule II hereof or, if such Lender has
entered into any Assignment and Acceptance set forth for such Lender in the
Register maintained by the Administrative Agent pursuant to Section 8.07(c), as
such amount may be, as such amount may be reduced pursuant to Section 2.05 (such
Lender's "Commitment"), provided that the aggregate amount of the Commitments of
the Lenders shall be deemed used from time to time to the extent of the
aggregate amount of the Bid Advances and such deemed use of the aggregate amount
of the Commitments shall be applied to the Lenders ratably according to their
respective Commitments (such deemed use of the aggregate amount of the
Commitments resulting from the Bid Advances being the "Bid Reduction"); provided
further that (i) in no event shall the aggregate principal amount of Committed
Advances from any Lender outstanding at any time exceed its Commitment then in
effect and (ii) the Total Utilization of Commitments shall not exceed the
aggregate Commitments then in effect.

                  (b)      Each Committed Borrowing shall be in an aggregate
amount not less than $5,000,000 or a multiple of $1,000,000 in excess thereof
and shall consist of Committed Advances of the same Type made on the same day by
the Lenders ratably according to their


                                       12
<PAGE>   85
respective Commitments. Within the limits of each Lender's Commitment, the
Company may from time to time borrow, prepay pursuant to Section 2.06(c) and
reborrow under this Section 2.01.

                  SECTION 2.02 MAKING THE COMMITTED ADVANCES.

                  (a)      Each Committed Borrowing shall be made on notice,
given not later than (x) 11:00 A.M. (New York City time) on the date of a
proposed Committed Borrowing consisting of Base Rate Advances and (y) 11:00 A.M.
(New York City time) on the third Business Day prior to the date of a proposed
Committed Borrowing consisting of Eurodollar Rate Advances, by the Borrower to
the Administrative Agent, which shall give to each Lender prompt notice thereof
by telecopier, telex or cable. Each such notice of a Committed Borrowing (a
"Notice of Committed Borrowing") shall be by telecopier, confirmed immediately
in writing, in substantially the form of Exhibit A hereto, specifying therein
the requested (i) date of such Committed Borrowing, (ii) Type of Committed
Advances comprising such Committed Borrowing, (iii) aggregate amount of such
Committed Borrowing, and (iv) in the case of a Committed Borrowing comprised of
Eurodollar Rate Advances, the initial Interest Period for each such Committed
Advance. The Borrower may, subject to the conditions herein provided, borrow
more than one Committed Borrowing on any Business Day. Each Lender shall, before
2:00 P.M. (New York City time) in the case of a Committed Borrowing consisting
of Base Rate Advances and before 11:00 A.M. (New York City time) in the case of
a Committed Borrowing consisting of Eurodollar Rate Advances, in each case on
the date of such Committed Borrowing, make available for the account of its
Applicable Lending Office to the Administrative Agent at its address referred to
in Section 8.02, in same day funds, such Lender's ratable portion of such
Committed Borrowing. After the Administrative Agent's receipt of such funds and
upon fulfillment of the applicable conditions set forth in Article III, the
Administrative Agent will make such funds available to the Borrower at the
Administrative Agent's aforesaid address.

                  (b)      Anything in subsection (a) above to the contrary
notwithstanding,

                           (i) the Borrower may not select Eurodollar Rate
                  Advances for any Committed Borrowing or with respect to the
                  Conversion or continuance of any Committed Borrowing if the
                  aggregate amount of such Committed Borrowing or such
                  Conversion or continuance is less than $5,000,000;

                           (ii) there shall be no more than five Interest
                  Periods relating to Committed Borrowings consisting of
                  Eurodollar Rate Advances outstanding at any time;

                           (iii) if any Lender shall, at least one Business Day
                  before the date of any requested Committed Borrowing, notify
                  the Administrative Agent that the introduction of or any
                  change in or in the interpretation of any law or regulation
                  makes it unlawful, or that any central bank or other
                  governmental authority asserts that it is unlawful, for such
                  Lender or its Eurodollar Lending Office to perform its
                  obligations hereunder to make Eurodollar Rate Advances or to
                  fund or maintain Eurodollar Rate Advances hereunder, the
                  Commitment of such Lender to make Eurodollar Rate Advances or
                  to Convert all or any portion of Base Rate


                                       13
<PAGE>   86
                  Advances shall forthwith be suspended until the Administrative
                  Agent shall notify the Borrower that such Lender has
                  determined that the circumstances causing such suspension no
                  longer exist and such Lender's then outstanding Eurodollar
                  Rate Advances, if any, shall be Base Rate Advances; to the
                  extent that such affected Eurodollar Rate Advances become Base
                  Rate Advances, all payments of principal that would have been
                  otherwise applied to such Eurodollar Rate Advances shall be
                  applied instead to such Lender's Base Rate Advances; provided
                  that if Requisite Lenders are subject to the same illegality
                  or assertion of illegality, then the right of the Borrower to
                  select Eurodollar Rate Advances for such Committed Borrowing
                  or any subsequent Committed Borrowing or to Convert all or any
                  portion of Base Rate Advances shall forthwith be suspended
                  until the Administrative Agent shall notify the Borrower that
                  the circumstances causing such suspension no longer exist, and
                  each Committed Advance comprising such Committed Borrowing
                  shall be a Base Rate Advance;

                           (iv) if fewer than two Reference Banks furnish timely
                  information to the Administrative Agent for determining the
                  Adjusted Eurodollar Rate for any Eurodollar Rate Advances
                  comprising any requested Committed Borrowing, the right of the
                  Borrower to select Eurodollar Rate Advances for such Committed
                  Borrowing or any subsequent Committed Borrowing shall be
                  suspended until the Administrative Agent shall notify the
                  Borrower and the Lenders that the circumstances causing such
                  suspension no longer exist, and each Advance comprising such
                  Committed Borrowing shall be made as a Base Rate Advance; and

                           (v) if the Requisite Lenders shall, at least one
                  Business Day before the date of any requested Committed
                  Borrowing, notify the Administrative Agent that the Adjusted
                  Eurodollar Rate for Eurodollar Rate Advances comprising such
                  Committed Borrowing will not adequately reflect the cost to
                  such Requisite Lenders of making, funding or maintaining their
                  respective Eurodollar Rate Advances for such Committed
                  Borrowing, the right of the Borrower to select Eurodollar Rate
                  Advances for such Committed Borrowing or any subsequent
                  Committed Borrowing shall be suspended until the
                  Administrative Agent shall notify the Borrower and the Lenders
                  that the circumstances causing such suspension no longer
                  exist, and each Committed Advance comprising such Committed
                  Borrowing shall be made as a Base Rate Advance.

                  (c)      Each Notice of Committed Borrowing shall be
irrevocable and binding on the Borrower. In the case of any Committed Borrowing
which the related Notice of Committed Borrowing specifies is to be comprised of
Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any
loss, cost or expense incurred by such Lender by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Committed Borrowing or by
reason of the termination of hedging or other similar arrangements, in each case
when such Advance is not made on such date (other than by reason of (i) a breach
of a Lender's obligations hereunder or (ii) a suspension of Eurodollar Rate
Advances under clauses (iii), (iv) or (v) of paragraph (b) of this Section
2.02), including without limitation, as a result of any failure to fulfill on or
before


                                       14
<PAGE>   87
the date specified in such Notice of Committed Borrowing for such Committed
Borrowing the applicable conditions set forth in Article III.

                  (d)      Unless the Administrative Agent shall have received
notice from a Lender prior to the date of any Committed Borrowing that such
Lender will not make available to the Administrative Agent such Lender's ratable
portion of such Committed Borrowing, the Administrative Agent may assume that
such Lender has made such portion available to the Administrative Agent on the
date of such Committed Borrowing in accordance with subsection (a) of this
Section 2.02 and the Administrative Agent may, in reliance upon such assumption,
make available to the Borrower on such date a corresponding amount. If and to
the extent that such Lender shall not have so made such ratable portion
available to the Administrative Agent, such Lender and the Borrower severally
agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Borrower, the
interest rate applicable at the time to Advances comprising such Committed
Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such
Lender shall repay to the Administrative Agent such corresponding amount, such
amount so repaid shall constitute such Lender's Advance as part of such
Committed Borrowing for purposes of this Agreement.

                  (e)      The failure of any Lender to make the Advance to be
made by it as part of any Committed Borrowing shall not relieve any other Lender
of its obligation, if any, hereunder to make its Advance on the date of such
Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Advance to be made by such other Lender on the date of any
Committed Borrowing.

                  SECTION 2.03 MAKING THE BID ADVANCES.

                  (a)      Each Lender severally agrees that the Borrower may
make Bid Borrowings in Dollars under this Section 2.03 from time to time on any
Business Day during the period from the Closing Date until the date occurring
one month prior to the Termination Date, in the manner set forth below; provided
that, after giving effect to the making of each Bid Borrowing, the Total
Utilization of Commitments shall not exceed the aggregate Commitments then in
effect and the aggregate amount of the Bid Advances of all Lenders then
outstanding shall not exceed the aggregate Commitments then in effect.

                           (i) The Borrower may request a Bid Borrowing under
                  this Section 2.03 by delivering to the Bid Agent, by
                  telecopier, telex or cable, confirmed immediately in writing,
                  a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in
                  substantially the form of Exhibit B hereto, specifying the
                  date and aggregate amount of the proposed Bid Borrowing, the
                  maturity date for repayment of each Bid Advance to be made as
                  part of such Bid Borrowing (which maturity date may not be
                  earlier than the date occurring thirty (30) days (in the case
                  of Fixed Rate Advances) or one (1) month (in the case of
                  Eurodollar Rate Advances) after the date of such Bid
                  Borrowing, or in any case later than the Termination Date),
                  whether the Lenders should offer to make Fixed Rate Advances
                  or Eurodollar Rate Advances, the interest payment date or
                  dates


                                       15
<PAGE>   88
                  relating thereto, and any other terms to be applicable to such
                  Bid Borrowing, not later than 10:00 A.M. (New York City time)
                  (A) at least one (1) Business Day prior to the date of a
                  proposed Bid Borrowing consisting of Fixed Rate Advances and
                  (B) at least four (4) Business Days prior to the date of a
                  proposed Bid Borrowing consisting of Eurodollar Rate Advances.
                  The Bid Agent shall in turn promptly notify each Lender of
                  each request for a Bid Borrowing received by it from the
                  Borrower by sending such Lender a copy of the related Notice
                  of Bid Borrowing.

                           (ii) Each Lender may, if, in its sole discretion, it
                  elects to do so, irrevocably offer to make one or more Bid
                  Advances to the Borrower as part of such proposed Bid
                  Borrowing at a Fixed Rate or Rates or a margin or margins
                  relative to the Adjusted Eurodollar Rate, as requested by the
                  Borrower. Each Lender electing to make such an offer shall do
                  so by notifying the Bid Agent (which shall give prompt notice
                  thereof to the Borrower), before 10:00 A.M. (New York City
                  time) (A) the date of such proposed Bid Borrowing, in the case
                  of a Notice of Bid Borrowing delivered pursuant to clause (A)
                  of paragraph (i) above and (B) three (3) Business Days before
                  the date of such proposed Bid Borrowing, in the case of a
                  Notice of Bid Borrowing delivered pursuant to clause (B) of
                  paragraph (i) above, of the amount of each Bid Advance which
                  such Lender would be willing to make as part of such proposed
                  Bid Borrowing (which amount may, subject to the proviso to the
                  first sentence of this Section 2.03(a), exceed such Lender's
                  Commitment, if any), the Fixed Rate or Rates or margin or
                  margins relative to the Adjusted Eurodollar Rate, as requested
                  by the Borrower, which such Lender would be willing to accept
                  for such Bid Advance and such Lender's Applicable Lending
                  Office with respect to such Bid Advance; provided that if the
                  Bid Agent in its capacity as a Lender, or any affiliate of the
                  Bid Agent in its capacity as a Lender, shall, in its sole
                  discretion, elect to make any such offer, it shall notify the
                  Borrower of such offer before 9:00 A.M. (New York City time)
                  on the date on which notice of such election is to be given to
                  the Bid Agent by the other Lenders.

                           (iii) The Borrower, in turn, (A) before 12:00 P.M.
                  (New York City time) the date of such proposed Bid Borrowing,
                  in the case of a Notice of Bid Borrowing delivered pursuant to
                  clause (A) of paragraph (i) above and (B) before 12:00 Noon
                  (New York City time) three (3) Business Days before the date
                  of such proposed Bid Borrowing, in the case of a Notice of Bid
                  Borrowing delivered pursuant to clause (B) of paragraph (i)
                  above, either

                           (x) cancel such Bid Borrowing by giving the Bid Agent
                  notice to that effect, or

                           (y) accept one or more of the offers made by any
                  Lender or Lenders pursuant to paragraph (ii) above, in its
                  sole discretion, by giving notice to the Bid Agent of the
                  amount of each Bid Advance to be made by each Lender as part
                  of such Bid Borrowing, and reject any remaining offers made by
                  Lenders pursuant to paragraph (ii) above by giving the Bid
                  Agent notice to that effect; provided that


                                       16
<PAGE>   89
                  acceptance of offers may only be made on the basis of
                  ascending rates for Bid Borrowings of the same Type and
                  duration; and provided further that the Borrower may not
                  accept offers in excess of the aggregate amount requested in
                  the Notice of Bid Borrowing; and provided further still if
                  offers are made by two or more Lenders for the same Type of
                  Bid Borrowing for the same duration and with the same rate of
                  interest, in an aggregate amount which is greater than the
                  amount requested, such offers shall be accepted on a pro rata
                  basis in proportion to the amount of the offer made by each
                  such Lender.

                           (iv) If the Borrower notifies the Bid Agent that such
                  Bid Borrowing is cancelled pursuant to paragraph (iii)(x)
                  above, the Bid Agent shall give prompt notice thereof to the
                  Lenders and such Bid Borrowing shall not be made.

                           (v) If the Borrower accepts (which acceptance may not
                  be revoked) one or more of the offers made by any Lender or
                  Lenders pursuant to paragraph (iii)(y) above, the Bid Agent
                  shall in turn promptly notify (A) each Lender that has made an
                  offer as described in paragraph (ii) above, of the date and
                  aggregate amount of such Bid Borrowing and whether or not any
                  offer or offers made by such Lender pursuant to paragraph (ii)
                  above have been accepted by the Borrower, (B) each Lender that
                  is to make a Bid Advance as part of such Bid Borrowing, of the
                  amount of each Bid Advance to be made by such Lender as part
                  of such Bid Borrowing, and (C) each Lender that is to make a
                  Bid Advance as part of such Bid Borrowing, upon receipt, that
                  the Bid Agent has received forms of documents appearing to
                  fulfill the applicable conditions set forth in Article III.

                  (b)      Each Lender that is to make a Bid Advance as part of
a Bid Borrowing shall, before 1:00 P.M. (New York City time) on the date of such
Bid Borrowing specified in the Notice of Bid Borrowing relating thereto, make
available for the account of its Applicable Lending Office to the Bid Agent at
such account maintained at the Payment Office for Dollars as shall have been
notified by the Bid Agent to the Lenders prior thereto and in same day funds,
such Lender's portion of such Bid Borrowing. Upon fulfillment of the applicable
conditions set forth in Article III and after receipt by the Bid Agent of such
funds, the Bid Agent will make such funds available to the Borrower requesting a
Bid Advance at the aforesaid applicable Payment Office. Promptly after each Bid
Borrowing the Bid Agent will notify each Lender of the amount of the Bid
Borrowing, the consequent Bid Reduction and the dates upon which such Bid
Reduction commenced and will terminate. The Borrower shall indemnify each Lender
which is to make a Bid Advance (as a result of the acceptance by the Borrower of
one or more offers by such Lender) as part of a Bid Borrowing against any loss,
cost or expense incurred by such Lender by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the Bid
Advance to be made by such Lender as part of such Bid Borrowing or by reason of
the termination of hedging or other similar arrangements, in each case when such
Bid Advance is not made on such date (other than by reason of a breach of a
Lender's obligations hereunder), including without limitation, as a result of
any failure to fulfill on or before the date specified in such notice of Bid
Borrowing for such Bid Borrowing the applicable conditions set forth in Article
III.


                                       17
<PAGE>   90
                  (c)      Each Bid Borrowing shall be in an aggregate principal
amount of not less than $5,000,000 with increments of $1,000,000 and, following
the making of each Bid Borrowing, the Borrower and each Lender shall be in
compliance with the limitations set forth in the proviso to the first sentence
of subsection (a) above.

                  (d)      Within the limits and on the conditions set forth in
this Section 2.03, the Borrower may from time to time borrow under this Section
2.03, repay or prepay pursuant to subsection (e) below, and reborrow under this
Section 2.03; provided that a Notice of Bid Borrowing shall not be given within
seven (7) Business Days of the date of any other Notice of Bid Borrowing.

                  (e)      The Borrower shall repay to the Bid Agent for the
account of each Lender which has made, or holds the right to repayment of, a Bid
Advance to such Borrower on the maturity date of each Bid Advance (such maturity
date being that specified by the Borrower for repayment of such Bid Advance in
the related Notice of Bid Borrowing delivered pursuant to subsection (a)(i)
above) the then unpaid principal amount of such Bid Advance. The Borrower shall
not have the right to prepay any principal amount of any Bid Advance unless, and
then only on the terms, specified by the Borrower for such Bid Advance in the
related Notice of Bid Borrowing delivered pursuant to subsection (a)(i) above.

                  (f)      The Borrower shall pay interest on the unpaid
principal amount of each Bid Advance from the date of such Bid Advance to the
date the principal amount of such Bid Advance is repaid in full, at the rate of
interest for such Bid Advance specified by the Lender making such Bid Advance in
its notice with respect thereto delivered pursuant to subsection (a)(ii) above,
payable on the interest payment date or dates specified by the Borrower for such
Bid Advance in the related Notice of Bid Borrowing delivered pursuant to
subsection (a)(i) above; provided that any principal amount of any Bid Rate
Advance which is not paid when due (whether at stated maturity, by acceleration
or otherwise) shall bear interest from the date on which such amount is due
until such amount is paid in full, payable on demand, at a rate per annum equal
at all times to (A) until the scheduled maturity date of such Bid Advance, the
greater of (x) 2% per annum above the Base Rate in effect from time to time and
(y) 2% per annum above the rate per annum required to be paid on such amount
immediately prior to the date on which such amount became due, and (B) from and
after the scheduled maturity date of such Bid Advance, 2% per annum above the
Base Rate in effect from time to time.

                  SECTION 2.04 FEES.

                  (a)      Facility Fees. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender (other than the Designated
Bidders) a facility fee on such Lender's daily average Commitment, whether used
or unused (and without giving effect to any Bid Reduction), from the Closing
Date in the case of each Lender and from the effective date specified in the
Assignment and Acceptance pursuant to which it became a Lender in the case of
each other Lender until the Termination Date of such Lender, payable quarterly
in arrears on the last day of each March, June, September and December during
the term of such Lender's Commitment, commencing September 30, 2000, and on the
Termination Date of such Lender, in an amount equal to the product of (i) such
Lender's daily average Commitment, whether used or unused and without giving
effect to any Bid Reduction, in effect during the period for which


                                       18
<PAGE>   91
such payment that is to be made times (ii) the weighted average rate per annum
that is derived from the following rates: (a) a rate of 0.08% per annum with
respect to each day during such period that the ratings with respect to
Long-Term Debt were at Level 1, (b) a rate of 0.10% per annum with respect to
each day during such period that such ratings were at Level 2, (c) a rate of
0.125% per annum with respect to each day during such period that such ratings
were at Level 3, (d) a rate of 0.20% per annum with respect to each day during
such period that such ratings were at Level 4, (e) at the rate of 0.375% per
annum with respect to each day during such period that such ratings were at
Level 5. If any change in the rating established by S&P, Moody's or Fitch with
respect to Long-Term Debt shall result in a change in the Level, the change in
the commitment fee shall be effective as of the date on which such rating change
is publicly announced. If the ratings established by any two of S&P, Moody's or
Fitch with respect to Long-Term Debt are unavailable for any reason for any day,
then the applicable level for purposes of calculating the commitment fee for
such day shall be deemed to be Level 5 (or, if the Requisite Lenders consent in
writing, such other Level as may be reasonably determined by the Requisite
Lenders from a rating with respect to Long-Term Debt for such day established by
another rating agency reasonably acceptable to the Requisite Lenders).

                  (b)      Bid Advance Administration Fee. The Borrower agrees
to pay the Bid Agent for its own account a handling fee of $3,500 in connection
with each request for a Bid Advance pursuant to Section 2.03.

                  (c)      Agents' Fees. The Borrower agrees to pay to each of
SSBI and CUSA the fees payable to each such Agent pursuant to the fee letter
dated as of April 17, 2000 among the Borrower, SSBI and CUSA in the amount and
at the times specified in such letter.

                  SECTION 2.05 TERMINATION AND REDUCTION OF THE COMMITMENTS.

                  (a)      Mandatory Termination. In the event that a mandatory
prepayment in full of the Advances is required by the Requisite Lenders pursuant
to Section 2.06(b) (whether or not there are Advances outstanding), the
Commitments of the Lenders shall immediately terminate.

                  (b)      Optional Reductions. The Borrower shall have the
right, upon at least three (3) Business Days' notice to the Administrative
Agent, to terminate in whole or reduce ratably in part the unused portions of
the respective Commitments of the Lenders; provided that (i) each partial
reduction shall be in the aggregate amount of $5,000,000 or a multiple of
$1,000,000 in excess thereof, and (ii) the aggregate amount of the Commitments
of the Lenders shall not be reduced to an amount which is less than the Total
Utilization of Commitments.

                  (c)      No Reinstatement. Once so reduced or terminated
pursuant to this Section 2.05, the Commitments of the Lenders shall not be
reinstated.

                  SECTION 2.06 REPAYMENT AND PREPAYMENT OF ADVANCES.

                  (a)      Mandatory Repayment on Certain Date. The Borrower
shall repay the outstanding principal amount of each Committed Advance made by
each Lender on the Termination Date of such Lender, and (ii) each Bid Advance at
the maturity date specified in the Notice of Bid Borrowing.


                                       19
<PAGE>   92
                  (b)      Mandatory Prepayment in Certain Events. If any one of
the following events shall occur from and after the Closing Date:

                           (i) any Person or Persons acting in concert shall
                  acquire beneficial ownership of more than 40% of the
                  Borrower's voting stock; or

                           (ii) during any period of up to 12 months,
                  individuals who at the beginning of such period were directors
                  of the Borrower shall cease to constitute a majority of the
                  Borrower's board of directors; or

                           (iii) any Debt which is outstanding in a principal
                  amount of at least $25,000,000 in the aggregate (but excluding
                  Debt arising under this Agreement) of the Borrower or any of
                  its Subsidiaries (as the case may be) shall be required to be
                  prepaid (other than by a regularly scheduled required
                  prepayment or by a required prepayment of insurance proceeds
                  or by a required prepayment as a result of formulas based on
                  asset sales or excess cash flow), redeemed, purchased or
                  defeased, or an offer to prepay, redeem, purchase or defease
                  such Debt shall be required to be made, in each case prior to
                  the stated maturity thereof (other than as set forth in
                  Section 6.01(d));

         then, and in any such event, if the Administrative Agent shall have
         received notice from the Requisite Lenders that they elect to have the
         Advances prepaid in full and the Administrative Agent shall have
         provided notice to the Borrower that the Advances are to be prepaid in
         full, the Borrower shall immediately prepay in full the Advances,
         together with interest accrued to the date of prepayment and reimburse
         the Lenders in respect thereof pursuant to Section 8.04(b).

                  (c)      Voluntary Prepayments of Committed Borrowings.

                           (i) The Borrower shall have no right to prepay any
                  principal amount of any Advances other than as provided in
                  this subsection (c).

                           (ii) The Borrower may, upon notice to the
                  Administrative Agent no later than 11:00 A.M. (New York time)
                  (i) on the date the Borrower proposes to prepay Advances in
                  the case of Base Rate Advances and (ii) at least two (2)
                  Business Days' notice to the Administrative Agent in the case
                  of Eurodollar Rate Advances, stating the proposed date and
                  aggregate principal amount of the prepayment, and if such
                  notice is given the Borrower shall, prepay the outstanding
                  principal amounts of the Advances comprising part of the same
                  Committed Borrowing in whole or ratably in part; provided,
                  however, that (x) each partial prepayment shall be in an
                  aggregate principal amount not less than $5,000,000 and
                  multiples of $1,000,000 in excess thereof, and (y) in the case
                  of any such prepayment of any Eurodollar Rate Advance, the
                  Borrower shall pay all accrued interest to the date of such
                  prepayment on the portion of such Eurodollar Rate Advance
                  being prepaid and shall be obligated to reimburse the Lenders
                  in respect thereof pursuant to Section 8.04(b).


                                       20
<PAGE>   93
                  (d)      No Prepayment of Bid Borrowings. The Borrower shall
have no right to prepay any principal amount of any Bid Advances.

                  SECTION 2.07 INTEREST ON COMMITTED ADVANCES. The Borrower
shall pay to each Lender interest accrued on the principal amount of each
Committed Advance outstanding from time to time from the date of such Advance
until such principal amount shall be paid in full, at the following rates per
annum:

                  (a)      Base Rate Advances. If such Committed Advance is a
Base Rate Advance, a rate per annum equal at all times to (i) the Base Rate in
effect from time to time plus (ii) the Applicable Margin, if any, payable
quarterly in arrears on the last day of each March, June, September and December
during the term of this Agreement, commencing September 30, 2000, and on the
Termination Date of the applicable Lender; provided that any amount of
principal, interest, fees and other amounts payable under this Agreement
(including, without limitation, the principal amount of Base Rate Advances, but
excluding the principal amount of Eurodollar Rate Advances) which is not paid
when due (whether at stated maturity, by acceleration or otherwise) shall bear
interest from the date on which such amount is due until such amount is paid in
full, payable on demand, at a rate per annum equal at all times to 2% per annum
above the Base Rate in effect from time to time.

                  (b)      Eurodollar Rate Advances. If such Committed Advance
is a Eurodollar Rate Advance, a rate per annum equal at all times during the
Interest Period for such Advance to the sum of (i) the Adjusted Eurodollar Rate
for such Interest Period plus (ii) the Applicable Margin, payable in arrears on
the last day of such Interest Period and, if such Interest Period has a duration
of more than three months, on the day which occurs during such Interest Period
three months from the first day of such Interest Period; provided that any
principal amount of any Eurodollar Rate Advance which is not paid when due
(whether at stated maturity, by acceleration or otherwise) shall bear interest
from the date on which such amount is due until such amount is paid in full,
payable on demand, at a rate per annum equal at all times to (A) during the
Interest Period applicable to such Eurodollar Rate Advance, the greater of (x)
2% per annum above the Base Rate in effect from time to time and (y) 2% per
annum above the rate per annum required to be paid on such amount immediately
prior to the date on which such amount became due and (B) after the expiration
of such Interest Period, 2% per annum above the Base Rate in effect from time to
time.

                  SECTION 2.08 INTEREST RATE DETERMINATION. (a) Each Reference
Bank agrees to furnish to the Administrative Agent timely information for the
purpose of determining each Adjusted Eurodollar Rate. If any one or more of the
Reference Banks shall not furnish such timely information to the Administrative
Agent for the purpose of determining any such interest rate, the Administrative
Agent shall determine such interest rate on the basis of timely information
furnished by the remaining Reference Banks, subject to Section 2.02(b)(iv).

                  (b)      The Administrative Agent shall give prompt notice to
the Borrower and the Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.07(a) or 2.07(b), and the
applicable rate, if any, furnished by each Reference Bank for the purpose of
determining the applicable interest rate under Section 2.07(b).


                                       21
<PAGE>   94
                  SECTION 2.09 VOLUNTARY CONVERSION OR CONTINUATION OF COMMITTED
ADVANCES.

                  (a)      The Borrower may on any Business Day, upon notice
given to the Administrative Agent not later than 12:00 noon (New York City time)
on the third Business Day prior to the date of the proposed Conversion or
continuance (a "Notice of Conversion/Continuation"), in substantially the form
of Exhibit I hereto, and subject to the provisions of Section 2.02(b), (1)
Convert all Committed Advances of one Type comprising the same Committed
Borrowing into Advances of another Type and (2) upon the expiration of any
Interest Period applicable to Committed Advances which are Eurodollar Rate
Advances, continue all (or, subject to Section 2.02(b), any portion of) such
Advances as Eurodollar Rate Advances and the succeeding Interest Period(s) of
such continued Advances shall commence on the last day of the Interest Period of
the Advances to be continued; provided, however, that any Conversion of any
Eurodollar Rate Advances into Base Rate Advances shall be made on, and only on,
the last day of an Interest Period for such Eurodollar Rate Advances. Each such
Notice of Conversion/Continuation shall, within the restrictions specified
above, specify (i) the date of such continuation or Conversion, (ii) the
Committed Advances (or, subject to Section 2.02(b), any portion thereof) to be
continued or Converted, (iii) if such continuation is of, or such Conversion is
into, Eurodollar Rate Advances, the duration of the Interest Period for each
such Committed Advance, and (iv) in the case of a continuation of or a
Conversion into a Eurodollar Rate Advance, that no Potential Event of Default or
Event of Default has occurred and is continuing.

                  (b)      If upon the expiration of the then existing Interest
Period applicable to any Committed Advance which is a Eurodollar Rate Advance,
the Borrower shall not have delivered a Notice of Conversion/Continuation in
accordance with this Section 2.09, then such Advance shall upon such expiration
automatically be Converted to a Base Rate Advance.

                  (c)      After the occurrence of and during the continuance of
a Potential Event of Default or an Event of Default, the Borrower may not elect
to have an Advance be made or continued as, or Converted into, a Eurodollar Rate
Advance after the expiration of any Interest Period then in effect for that
Advance.

                  SECTION 2.10 INCREASED COSTS.

                  (a)      If, due to either (i) the introduction of or any
change (other than any change by way of imposition or increase of reserve
requirements in the case of Eurodollar Rate Advances included in the Eurodollar
Rate Reserve Percentage) in or in the interpretation of any law or regulation or
(ii) the compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law), there shall be
any increase in the cost to any Lender of agreeing to make or making, funding or
maintaining Eurodollar Rate Advances, then the Borrower shall from time to time,
upon demand by such Lender (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender
additional amounts sufficient to compensate such Lender for such increased cost.
A reasonably detailed certificate as to the amount and manner of calculation of
such increased cost, submitted to the Borrower and the Administrative Agent by
such Lender, shall be conclusive and binding for all purposes, absent manifest
error.


                                       22
<PAGE>   95
                  (b)      If any Lender (other than Designated Bidders)
determines that compliance with any law or regulation or any guideline or
request from any central bank or other governmental authority (whether or not
having the force of law) affects or would affect the amount of capital required
or expected to be maintained by such Lender or any corporation controlling such
Lender and that the amount of such capital is increased by or based upon the
existence of such Lender's commitment to lend hereunder and other commitments of
this type, then, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), the Borrower shall immediately pay to the Administrative
Agent for the account of such Lender, from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender or such
corporation in the light of such circumstances, to the extent that such Lender
reasonably determines such increase in capital to be allocable to the existence
of such Lender's commitment to lend hereunder. A reasonably detailed certificate
as to such amounts and the manner of calculation thereof submitted to the
Borrower and the Administrative Agent by such Lender shall be conclusive and
binding for all purposes, absent manifest error.

                  (c)      If a Lender shall change its Applicable Lending
Office, such Lender shall not be entitled to receive any greater payment under
Sections 2.10 and 2.12 than the amount such Lender would have been entitled to
receive if it had not changed its Applicable Lending Office, unless such change
was made at the request of the Borrower or at a time when the circumstances
giving rise to such greater payment did not exist.

                  SECTION 2.11 PAYMENTS AND COMPUTATIONS.

                  (a)      The Borrower shall make each payment hereunder not
later than 1:00 P.M. (New York City time) on the day when due in Dollars to the
Administrative Agent at its address referred to in Section 8.02 in same day
funds. Subject to the immediately succeeding sentence, the Administrative Agent
will promptly thereafter cause to be distributed like funds relating to the
payment of principal or interest or commitment fees ratably (other than amounts
payable pursuant to Section 2.10 or 2.12 or, to the extent the Termination Date
is not the same for all Lenders, pursuant to Section 2.06(a)) to the Lenders for
the account of their respective Applicable Lending Offices, and like funds
relating to the payment of any other amount payable to any Lender to such Lender
for the account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon receipt of principal or
interest paid after an Event of Default and an acceleration or a deemed
acceleration of amounts due hereunder, the Administrative Agent will promptly
thereafter cause to be distributed like funds relating to the payment of
principal or interest ratably in accordance with each Lender's outstanding
Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the
Lenders for the account of their respective Applicable Lending Offices. Upon its
acceptance of an Assignment and Acceptance and recording of the information
contained therein in the Register pursuant to Section 8.07(c), from and after
the effective date specified in such Assignment and Acceptance, the
Administrative Agent shall make all payments hereunder in respect of the
interest assigned thereby to the Lender assignee thereunder, and the parties to
such Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.

                  (b)      All computations of interest based on the Base Rate
shall be made by the Administrative Agent on the basis of a year of 365 or 366
days, as the case may be, and all


                                       23
<PAGE>   96
computations of interest based on the Adjusted Eurodollar Rate, the Federal
Funds Rate or the Fixed Rate and of commitment fees shall be made by the
Administrative Agent on the basis of a year of 360 days, in each case for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest or such fees are payable. Each
determination by the Administrative Agent of an interest rate hereunder shall be
conclusive and binding for all purposes, absent manifest error.

                  (c)      Whenever any payment hereunder shall be stated to be
due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or commitment fee, as the
case may be; provided, however, if such extension would cause payment of
interest on or principal of Eurodollar Rate Advances to be made in the next
following calendar month, such payment shall be made on the next preceding
Business Day.

                  (d)      Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the
Lenders hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent that the Borrower shall not have so made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate.

                  SECTION 2.12 TAXES.

                  (a)      Any and all payments by the Borrower hereunder shall
be made, in accordance with Section 2.10, free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding (i)
in the case of each Lender and each Agent, taxes imposed on its income, and
franchise taxes imposed on it, by the jurisdiction under the laws of which such
Lender or such Agent (as the case may be) is organized or any political
subdivision thereof or in which its principal office is located, (ii) in the
case of each Lender taxes imposed on its net income, and franchise taxes imposed
on it, by the jurisdiction of such Lender's Applicable Lending Office or any
political subdivision thereof and (iii) in the case of each Lender and each
Agent, taxes imposed by the United States by means of withholding at the source
if and to the extent that such taxes shall be in effect and shall be applicable
on the date hereof in the case of each Bank and on the effective date of the
Assignment and Acceptance pursuant to which it became a Lender in the case of
each other Lender, on payments to be made to the Agents or such Lender's
Applicable Lending Office (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities being hereinafter referred to
as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from
or in respect of any sum payable hereunder to any Lender or either Agent, (i)
the sum payable shall be increased as may be necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 2.12) such Lender or such Agent (as the case may be) receives
an amount equal to the


                                       24
<PAGE>   97
sum it would have received had no such deductions been made, (ii) the Borrower
shall make such deductions and (iii) the Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law.

                  (b)      In addition, the Borrower agrees to pay any present
or future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies which arise from the execution, delivery or
registration of, or otherwise with respect to, this Agreement (hereinafter
referred to as "Other Taxes").

                  (c)      The Borrower will indemnify each Lender and each
Agent for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 2.12) paid by such Lender or such Agent (as the case
may be) and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were
correctly or legally asserted. This indemnification shall be made within 30 days
from the date such Lender or such Agent (as the case may be) makes written
demand therefor.

                  (d)      Within 30 days after the date of any payment of
Taxes, the Borrower will furnish to the Administrative Agent, at its address
referred to in Section 8.02, the original or a certified copy of a receipt
evidencing payment thereof.

                  (e)      Each Lender organized under the laws of a
jurisdiction outside the United States, on or prior to the date of its execution
and delivery of this Agreement in the case of each Bank and on the date of the
Assignment and Acceptance pursuant to which it becomes a Lender in the case of
each other Lender, and from time to time thereafter if requested in writing by
the Borrower (but only so long as such Lender remains lawfully able to do so),
shall provide the Borrower with Internal Revenue Service form W-8BEN or W-8EC1,
as appropriate, or any successor form prescribed by the Internal Revenue
Service, to establish that such Lender is not subject to United States
withholding tax with respect to any payments to such Lender of interest payable
under this agreement. If the form provided by a Lender at the time such Lender
first becomes a party to this Agreement indicates a United States interest
withholding tax rate in excess of zero, withholding tax at such rate shall be
considered excluded from "Taxes" as defined in Section 2.12(a).

                  (f)      For any period with respect to which a Lender has
failed to provide the Borrower with the appropriate form described in Section
2.12(e) (other than if such failure is due to a change in law occurring
subsequent to the date on which a form originally was required to be provided,
or if such form otherwise is not required under the first sentence of subsection
(e) above), such Lender shall not be entitled to indemnification under Section
2.11(a) with respect to Taxes imposed by the United States; provided, however,
that should a Lender become subject to Taxes because of its failure to deliver a
form required hereunder, the Borrower shall, at the expense of such Lender, take
such steps as the Lender shall reasonably request to assist the Lender to
recover such Taxes.

                  (g)      Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and obligations of the
Borrower contained in this Section 2.12 shall survive the payment in full of
principal and interest hereunder.


                                       25
<PAGE>   98
                  SECTION 2.13 SHARING OF PAYMENTS, ETC. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Advances made by it (other
than pursuant to Section 2.10 or 2.12 or, to the extent the Termination Date is
not the same for all Lenders, pursuant to Section 2.06(a)) in excess of its
ratable share of payments on account of the Committed Advances obtained by all
the Lenders, such Lender shall forthwith purchase from the other Lenders such
participations in the Committed Advances made by them as shall be necessary to
cause such purchasing Lender to share the excess payment ratably with each of
them; provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and such Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery together with an amount equal to
such Lender's ratable share (according to the proportion of (i) the amount of
such Lender's required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 2.13 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation.

                  SECTION 2.14 EVIDENCE OF DEBT.

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

                  (b)      The Register maintained by the Administrative Agent
pursuant to Section 8.07(g) shall include a control account, and a subsidiary
account for each Lender, in which accounts (taken together) shall be recorded
(i) the date, amount and tenor, as applicable, of each Borrowing, the Type of
Advances comprising such Borrowing and the Interest Period applicable thereto,
(ii) the terms of each Assignment and Acceptance delivered to and accepted by
it, (iii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder, and (iv) the amount
of any sum received by the Administrative Agent from the Borrower hereunder and
each Lender's share thereof.

                  (c)      The entries made in the Register shall be conclusive
and binding for all purposes, absent manifest error.

                  (d)      If, in the opinion of any Lender, a promissory note
or other evidence of debt is required, appropriate or desirable to reflect or
enforce the indebtedness of the Borrower resulting from the Committed Advances
or Bid Advances, made or to be made, by such Lender to the Borrower, then, upon
request of such Lender, the Borrower shall promptly execute and deliver to such
Lender a promissory note substantially in the form of Exhibit G in the case of
Committed Advances and Exhibit H in the case of Bid Advances, payable to the
order of such Lender in an amount up to the maximum amount of Committed Advances
or Bid Advances, as the case may be, payable or to be payable by such Borrower
to the Lender from time to time hereunder.


                                       26
<PAGE>   99
                  SECTION 2.15 USE OF PROCEEDS.

                  (a)      Advances shall be used by the Borrower for commercial
paper backup and for general corporate purposes; provided that proceeds of
Advances and proceeds of commercial paper as to which this Agreement provides
backup shall not be used for any Hostile Acquisition.

                  (b)      No portion of the proceeds of any Advances under this
Agreement shall be used by the Borrower or any of its Subsidiaries in any manner
which might cause the Advances or the application of such proceeds to violate,
or require any Lender to make any filing or take any other action under,
Regulation U, Regulation T, or Regulation X of the Board of Governors of the
Federal Reserve System or any other regulation of such Board or to violate the
Securities Exchange Act of 1934, in each case as in effect on the date or dates
of such Advances and such use of proceeds.

                  SECTION 2.16 EXTENSION OF THE COMMITMENT TERMINATION DATE. (a)
The Borrower may, no earlier than 50 days and not later than 30 days prior to
the then effective Commitment Termination Date (as it may be extended from time
to time pursuant hereto), and in any event not earlier than the Borrower's
delivery to the Lenders of the audited financial statements referred to in
Section 5.01(b)(ii) for the then most recently ended fiscal year, request in
writing that the Commitment Termination Date be extended for an additional 364
days. After the Borrower's request, each Lender may, in its sole discretion,
consent or not consent to such extension by giving written notice thereof to the
Administrative Agent within 21 days after receipt of an Extension Request. Each
Lender's annual decision as to whether to extend the Commitment Date shall be
based, in part, on a new credit analysis utilizing then current information in
respect of the Company's business, financial condition and operations and other
information furnished by the Borrower. Failure of any Lender to respond on or
before such 21 day period shall be deemed to be a refusal of such request by
such Lender. The Administrative Agent shall promptly notify each Lender and the
Borrower of any Lender's decision to reject the proposed extension.

                  (b)      If, in accordance with the provisions of this Section
2.16, a Lender consents to the extension to the Commitment Termination Date, the
Commitment Termination Date for such Lender shall be extended for 364 days from
the then current Commitment Termination Date, without any further action by the
Borrower or such Lender.

                  (c)      If any Lender does not consent to a request for an
extension of the Commitment Termination Date, or is deemed not to have consented
to the requested extension, and the Commitment Termination Date has been
extended for the other Lender(s): (i) the Borrower may, prior to the end of the
non-extended Commitment Termination Date, terminate such Lender's Commitment
under this Agreement upon payment in full of principal and interest on all
Advances made by such Lender together with such other sums, if any, that may be
due by reason of such prepayment and any fees owing to such Lender and, in
connection with such termination, the Borrower may replace such non-consenting
Lender with a New Lender or increase the Commitment of an existing Lender, in
each case pursuant to Section 8.09 and (ii) if this Borrower has not previously
terminated such non-consenting Lender's Commitment under this Agreement and paid
principal and interest on the Advances held by such non-consenting Lender and
other amounts due to such non-consenting Lender as provided above, then such


                                       27
<PAGE>   100
principal and interest and other amounts due to such non-consenting Lender shall
be due and payable on the non-extended Commitment Termination Date and the
Commitment Termination Date shall not be extended in so far as such
non-consenting Lender is concerned.

                  SECTION 2.17 SUBSTITUTION OF LENDERS. If any Lender requests
compensation from the Borrower under Section 2.10(a) or (b) or Section 2.12 or
if any Lender declines to extend its Commitment Termination Date pursuant to
Section 2.16, the Borrower shall have the right, with the assistance of the
Agents, to seek one or more Eligible Assignees (which may be one or more of the
Lenders) reasonably satisfactory to the Agents and the Borrower to purchase the
Advances and assume the Commitments of such Lender, and the Borrower, the
Agents, such Lender, and such Eligible Assignees shall execute and deliver an
appropriately completed Assignment and Acceptance pursuant to Section 8.07(a)
hereof to effect the assignment of rights to and the assumption of obligations
by such Eligible Assignees; provided that (i) such requesting Lender shall be
entitled to compensation under Section 2.10 and 2.12 for any costs incurred by
it prior to its replacement, (ii) no Event of Default, or event which with the
giving of notice or lapse of time or both would be an Event of Default, has
occurred and is continuing, (iii) the Borrower has satisfied all of its
obligations under the Loan Documents relating to such Lender, including without
limitation obligations, if any, under Section 8.04(b), and (iv) the Borrower
shall have paid the Administrative Agent a $3,000 administrative fee if such
replacement Lender is not an existing Lender.

                                  ARTICLE III

                     CONDITIONS OF EFFECTIVENESS AND LENDING

                  SECTION 3.01 CONDITIONS PRECEDENT TO EFFECTIVENESS. The
Closing Date shall be deemed to have occurred when this Agreement shall have
been executed and delivered by the parties hereto and (a) the Administrative
Agent shall have received the following, each dated the Closing Date or within
two days prior to the Closing Date unless otherwise indicated, and each in form
and substance satisfactory to the Administrative Agent unless otherwise
indicated and in sufficient copies for each Lender:

                           (i) Copies of resolutions of the Board of Directors
                  of Borrower approving this Agreement, and of all documents
                  evidencing other necessary corporate action and governmental
                  approvals, if any, with respect to this Agreement, certified
                  as of a recent date prior to the Closing Date.

                           (ii) A certificate of the Secretary or an Assistant
                  Secretary of Borrower certifying the names and true signatures
                  of the officers of Borrower authorized to sign this Agreement
                  and the other documents to be delivered by Borrower hereunder.

                           (iii) Certified copies of Borrower's Certificate of
                  Incorporation, together with good standing certificates from
                  the Secretary of State of the State of Delaware and the
                  jurisdiction of Borrower's principal place of business, each
                  to be dated a recent date prior to the Closing Date;


                                       28
<PAGE>   101
                           (iv) Copies of the Borrower's Bylaws, certified as of
                  the Closing Date by its Secretary or an Assistant Secretary;

                           (v) Executed originals of this Agreement and the
                  other documents to be delivered by Borrower hereunder;

                           (vi) A favorable opinion of the General Counsel of
                  the Borrower, substantially in the form of Exhibit D hereto;

                           (vii) A favorable opinion of O'Melveny & Myers LLP,
                  counsel for the Agents, substantially in the form of Exhibit E
                  hereto; and

                           (viii) A certificate of an authorized officer of the
                  Borrower to the effect that since March 31, 2000, there has
                  been no material adverse change in the operations, business or
                  financial or other condition or properties of the Borrower and
                  its Subsidiaries.

                           (ix) Evidence of (i) the absence of any indebtedness
                  of the Borrower under the Existing Credit Agreement (including
                  Borrowings and accrued interest), (ii) the payment of fees
                  payable, if any, by the Borrower under the Existing Credit
                  Agreement and (iii) consent to the termination of the Existing
                  Credit Agreement on the Closing Date by any party thereto
                  which is not a party hereto.

                  (b)      the Agents shall have received the fees set forth in
Section 2.04(c) if such fees are payable to the Agents and the Banks on or prior
to the Closing Date; and

                  (c)      the Administrative Agent shall have received such
other approvals, opinions or documents as the Requisite Lenders through the
Administrative Agent may reasonably request.

                  SECTION 3.02 CONDITIONS PRECEDENT TO EACH COMMITTED BORROWING
ADVANCE. The obligation of each Lender to make a Committed Advance on the
occasion of a Committed Borrowing (including the initial Committed Borrowing)
shall be subject to the further conditions precedent that (x) the Administrative
Agent shall have received a Notice of Committed Borrowing with respect thereto
in accordance with Section 2.02 and (y) on the date of such Borrowing (a) the
following statements shall be true (and each of the giving of the applicable
Notice of Borrowing and the acceptance by the Borrower of the proceeds of such
Borrowing shall constitute a representation and warranty by the Borrower that on
the date of such Borrowing such statements are true):

                           (i) The representations and warranties of the
                  Borrower contained in Section 4.01 excluding those contained
                  in paragraph (e) thereof are correct on and as of the date of
                  such Borrowing, before and after giving effect to such
                  Borrowing and to the application of the proceeds therefrom, as
                  though made on and as of such date, except to the extent that
                  any such representation or warranty expressly relates only to
                  an earlier date, in which case they were correct as of such
                  earlier date; and


                                       29
<PAGE>   102
                           (ii) No event has occurred and is continuing, or
                  would result from such Borrowing or from the application of
                  the proceeds therefrom, which constitutes an Event of Default,
                  or a Potential Event of Default;

and (b) the Agents shall have received such other approvals, opinions or
documents as the Requisite Lenders through the Agents may reasonably request.

                  SECTION 3.03 CONDITIONS PRECEDENT TO EACH BID BORROWING. The
obligation of each Lender to make a Bid Advance on the occasion of a Bid
Borrowing (including the initial Bid Borrowing) shall be subject to the further
conditions precedent that (x) the Administrative Agent shall have received a
Notice of Bid Borrowing with respect thereto in accordance with Section 2.03 and
(y) on the date of such Borrowing the following statements shall be true (and
each of the giving of the applicable Notice of Bid Borrowing and the acceptance
by the Borrower of the proceeds of such Borrowing shall constitute a
representation and warranty by the Borrower that on the date of such Borrowing
such statements are true):

                           (i) The representations and warranties of the
                  Borrower contained in Section 4.01 are correct on and as of
                  the date of such Borrowing, before and after giving effect to
                  such Borrowing and to the application of the proceeds
                  therefrom, as though made on and as of such date, except to
                  the extent that any such representation or warranty expressly
                  relates only to an earlier date, in which case they were
                  correct as of such earlier date; and

                           (ii) No event has occurred and is continuing, or
                  would result from such Borrowing or from the application of
                  the proceeds therefrom, which constitutes an Event of Default,
                  or a Potential Event of Default.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01 REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
The Borrower represents and warrants as follows:

                  (a)      Due Organization, etc. Each of the Borrower and its
Material Subsidiaries is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation. Each of
the Borrower and its Material Subsidiaries is qualified to do business in and
are in good standing under the laws of each jurisdiction in which failure to be
so qualified would have a material adverse effect on the Borrower and its
Subsidiaries, taken as a whole.

                  (b)      Due Authorization, etc. The execution, delivery and
performance by the Borrower of this Agreement and the other Loan Documents are
within the Borrower's corporate powers, have been duly authorized by all
necessary corporate action, and do not contravene (i) the Borrower's Certificate
of Incorporation or (ii) applicable law or any material contractual restriction
binding on or affecting the Borrower.


                                       30
<PAGE>   103
                  (c)      Governmental Consent. No authorization or approval or
other action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and performance by
the Borrower of this Agreement and the other Loan Documents.

                  (d)      Validity. This Agreement is the legal, valid and
binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms, subject to the effect of applicable bankruptcy,
insolvency, arrangement, moratorium and other similar laws affecting creditors'
rights generally and to the application of general principles of equity.

                  (e)      Condition of the Borrower. (i) The consolidated
balance sheet of the Borrower and its Subsidiaries as at December 31, 1999, and
the related consolidated statements of income and retained earnings of the
Borrower and its Subsidiaries for the fiscal year then ended and (ii) the
consolidated balance sheet of the Borrower and its Subsidiaries as at March 31,
2000, and the related consolidated statements of income and retained earnings of
the Borrower and its Subsidiaries for the fiscal quarter then ended, in each
case fairly present the financial condition of the Borrower and its Subsidiaries
as at such date and the results of the operations of Borrower and its
Subsidiaries for the period ended on such date, all in accordance with GAAP
consistently applied, and, as of the Closing Date, there has been no material
adverse change in the business, condition (financial or otherwise), operations
or properties of the Borrower and its Subsidiaries, taken as a whole, since
March 31, 2000, other than as disclosed in the Borrower's press release dated
June 28, 2000 regarding operating results for its second fiscal quarter and
projected operating results for fiscal year 2000.

                  (f)      Litigation. (i) There is no pending action or
proceeding against the Borrower or any of its Subsidiaries before any court,
governmental agency or arbitrator, and (ii) to the knowledge of the Borrower,
there is no pending or threatened action or proceeding affecting the Borrower or
any of its Subsidiaries before any court, governmental agency or arbitrator,
which in either case, in the reasonable judgment of the Borrower, could
reasonably be expected to materially adversely affect the financial condition or
operations of the Borrower and its Subsidiaries, taken as a whole, or with
respect to actions of third parties which purports to affect the legality,
validity or enforceability of this Agreement. The Borrower has disclosed the
existence of certain pending litigation in filings with the SEC that are
publicly available as of the date of this Agreement.

                  (g)      Margin Regulations. The Borrower is not engaged in
the business of extending credit for the purpose of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the Board of
Governors of the Federal Reserve System), and no proceeds of any Advance will be
used to purchase or carry any margin stock or to extend credit to others for the
purpose of purchasing or carrying any margin stock in any manner that violates,
or would cause a violation of, Regulation T, Regulation U or Regulation X. Less
than 25 percent of the fair market value of the assets of (i) the Borrower or
(ii) the Borrower and its Subsidiaries consists of Margin Stock.

                  (h)      Payment of Taxes. The Borrower and each of its
Subsidiaries have filed or caused to be filed all material tax returns (federal,
state, local and foreign) required to be filed and paid all material amounts of
taxes shown thereon to be due, including interest and penalties,


                                       31
<PAGE>   104
except for such taxes as are being contested in good faith and by proper
proceedings and with respect to which appropriate reserves are being maintained
by the Borrower or any such Subsidiary, as the case may be.

                  (i)      Governmental Regulation. The Borrower is not subject
to regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act or the Investment Company Act of 1940,
each as amended, or to any Federal or state statute or regulation limiting its
ability to incur indebtedness for money borrowed. No Subsidiary of the Borrower
is subject to any regulation that would limit the ability of the Borrower to
enter into or perform its obligations under this Agreement.

                  (j)      ERISA.

                           (i) No ERISA Event which might result in liability of
                  the Borrower or any of its ERISA Affiliates in excess of
                  $10,000,000 (or, in the case of an event described in clause
                  (v) of the definition of ERISA Event, $750,000) (other than
                  for premiums payable under Title IV of ERISA) has occurred or
                  is reasonably expected to occur with respect to any Pension
                  Plan.

                           (ii) Schedule B (Actuarial Information) to the most
                  recently completed annual report prior to the Closing Date
                  (Form 5500 Series) for each Pension Plan, copies of which have
                  been filed with the Internal Revenue Service and furnished to
                  the Agents, is complete and, to the best knowledge of the
                  Borrower, accurate, and since the date of such Schedule B
                  there has been no material adverse change in the funding
                  status of any such Pension Plan.

                           (iii) Neither the Borrower nor any ERISA Affiliate
                  has incurred, or, to the best knowledge of the Borrower, is
                  reasonably expected to incur, any Withdrawal Liability to any
                  Multiemployer Plan which has not been satisfied or which is or
                  might be in excess of $10,000,000.

                           (iv) Neither the Borrower nor any ERISA Affiliate has
                  been notified by the sponsor of a Multiemployer Plan that such
                  Multiemployer Plan is in reorganization or has been
                  terminated, within the meaning of Title IV of ERISA, and, to
                  the best knowledge of the Borrower, no Multiemployer Plan is
                  reasonably expected to be in reorganization or to be
                  terminated within the meaning of Title IV of ERISA.

                  (k)      Environmental Matters. (i) The Borrower and each of
its Subsidiaries is in compliance in all material respects with all
Environmental Laws the non-compliance with which could reasonably be expected to
have a material adverse effect on the financial condition or operations of the
Borrower and its Subsidiaries, taken as a whole, and (ii) there has been no
"release or threatened release of a hazardous substance" (as defined by the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601 et seq.) or any other release, emission or
discharge into the environment of any hazardous or toxic substance, pollutant or
other materials from the Borrower's or its Subsidiaries' property other than as
permitted under applicable Environmental Law and other than those which would


                                       32
<PAGE>   105
not have a material adverse effect on the financial condition or operations of
the Borrower and its Subsidiaries, taken as a whole. Other than disposals (A)
for which the Borrower has been indemnified in full or (B) which would not have
a material adverse effect on the financial condition or operations of the
Borrower and its Subsidiaries, taken as a whole, all "hazardous waste" (as
defined by the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et
seq. (1976) and the regulations thereunder, 40 CFR Part 261 ("RCRA")) generated
at the Borrower's or any Subsidiaries' properties have in the past been and
shall continue to be disposed of at sites which maintain valid permits under
RCRA and any applicable state or local Environmental Law.

                  (l)      Disclosure. As of the Closing Date, to the best of
the Borrower's knowledge, no representation or warranty of the Borrower or any
of its Subsidiaries contained in this Agreement or any other Loan Document or in
any other document, certificate or written statement furnished to the Banks by
or on behalf of the Borrower or any of its Subsidiaries contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained in such agreements, documents,
certificates and statements not misleading in light of the circumstances in
which the same were made.

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

                  SECTION 5.01 AFFIRMATIVE COVENANTS. So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder, the
Borrower will, unless the Requisite Lenders shall otherwise consent in writing:

                  (a)      Compliance with Laws, Etc. Comply, and cause each of
its Subsidiaries to comply, with all applicable laws, rules, regulations and
orders, such compliance to include, without limitation, (i) complying with all
Environmental Laws and (ii) paying before the same become delinquent all taxes,
assessments and governmental charges imposed upon it or upon its property except
to the extent contested in good faith, except where failure to so comply would
not have a material adverse effect on the business, condition (financial or
otherwise), operations or properties of the Borrower and its Subsidiaries, taken
as a whole.

                  (b)      Reporting Requirements. Furnish to the Administrative
Agent (in sufficient quantity for delivery to each Lender) for prompt
distribution by the Administrative Agent to the Lenders and furnish to the
Documentation Agent:

                           (i) as soon as available and in any event within 60
                  days after the end of each of the first three quarters of each
                  fiscal year of the Borrower, consolidated balance sheets as of
                  the end of such quarter and consolidated statements of source
                  and application of funds of the Borrower and its Subsidiaries
                  and consolidated statements of income and retained earnings of
                  the Borrower and its Subsidiaries for such quarter and the
                  period commencing at the end of the previous fiscal year and
                  ending with the end of such quarter and certified by the chief
                  financial officer or chief accounting officer of the Borrower;


                                       33
<PAGE>   106
                           (ii) as soon as available and in any event within 120
                  days after the end of each fiscal year of the Borrower, a copy
                  of the annual audit report for such year for the Borrower and
                  its Subsidiaries, containing financial statements (including a
                  consolidated balance sheet and consolidated statement of
                  income and cash flows of the Borrower and its Subsidiaries)
                  for such year, certified by and accompanied by an opinion of
                  Deloitte & Touche or other nationally recognized independent
                  public accountants. The opinion shall be unqualified (as to
                  going concern, scope of audit and disagreements over the
                  accounting or other treatment of offsets) and shall state that
                  such consolidated financial statements present fairly in all
                  material respects the financial position of the Borrower and
                  its Subsidiaries as at the dates indicated and the results of
                  their operations and cash flow for the periods indicated in
                  conformity with GAAP and that the examination by such
                  accountants in connection with such consolidated financial
                  statements has been made in accordance with generally accepted
                  auditing standards;

                           (iii) together with each delivery of the report of
                  the Borrower and its Subsidiaries pursuant to subsections (i)
                  and (ii) above, a Compliance Certificate for the year executed
                  by the chief financial officer or treasurer of the Borrower
                  demonstrating in reasonable detail compliance during and at
                  the end of such accounting periods with the restrictions
                  contained in Section 5.02(e) and (f) (and setting forth the
                  arithmetical computation required to show such compliance) and
                  stating that the signer has reviewed the terms of this
                  Agreement and has made, or caused to be made under his or her
                  supervision, a review in reasonable detail of the transactions
                  and condition of the Borrower and its Subsidiaries during the
                  accounting period covered by such financial statements and
                  that such review has not disclosed the existence during or at
                  the end of such accounting period, and that the signer does
                  not have knowledge of the existence as at the date of the
                  compliance certificate, of any condition or event that
                  constitutes an Event of Default or Potential Event of Default
                  or, if any such condition or event existed or exists,
                  specifying the nature and period of existence thereof and what
                  action the Borrower has taken, is taking and proposes to take
                  with respect thereto;

                           (iv) as soon as possible and in any event within five
                  days after the occurrence of each Event of Default and each
                  Potential Event of Default, continuing on the date of such
                  statement, a statement of an authorized financial officer of
                  the Borrower setting forth details of such Event of Default or
                  event and the action which the Borrower has taken and proposes
                  to take with respect thereto;

                           (v) promptly after any material change in accounting
                  policies or reporting practices, notice and a description in
                  reasonable detail of such change;

                           (vi) promptly, and in any event within 30 days, after
                  the Borrower or any ERISA Affiliate knows or has reason to
                  know that any ERISA Event referred to in clause (i) of the
                  definition of ERISA Event with respect to any Pension Plan has
                  occurred which might result in liability to the PBGC a
                  statement of the chief accounting officer of the Borrower
                  describing such ERISA Event and the action,


                                       34
<PAGE>   107
                  if any, that the Borrower or such ERISA Affiliate has taken or
                  proposes to take with respect thereto;

                           (vii) promptly, and in any event within 15 days,
                  after the Borrower or any ERISA Affiliate knows or has reason
                  to know that any ERISA Event (other than an ERISA Event
                  referred to in (vi) above) with respect to any Pension Plan
                  has occurred which might result in liability to the PBGC in
                  excess of $5,000,000, a statement of the chief accounting
                  officer of the Borrower describing such ERISA Event and the
                  action, if any, that the Borrower or such ERISA Affiliate has
                  taken or proposes to take with respect thereto;

                           (viii) promptly, and in any event within five
                  Business Days, after receipt thereof by the Borrower or any
                  ERISA Affiliate from the PBGC, copies of each notice from the
                  PBGC of its intention to terminate any Pension Plan or to have
                  a trustee appointed to administer any Pension Plan;

                           (ix) promptly, and in any event within 15 days, after
                  receipt thereof by the Borrower or any ERISA Affiliate from
                  the sponsor of a Multiemployer Plan, a copy of each notice
                  received by the Borrower or any ERISA Affiliate concerning (w)
                  the imposition of Withdrawal Liability by a Multiemployer Plan
                  in excess of $5,000,000, (x) the determination that a
                  Multiemployer Plan is, or is expected to be, in reorganization
                  within the meaning of Title IV of ERISA, (y) the termination
                  of a Multiemployer Plan within the meaning of Title IV of
                  ERISA or (z) the amount of liability incurred, or expected to
                  be incurred, by the Borrower or any ERISA Affiliate in
                  connection with any event described in clause (w), (x) or (y)
                  above;

                           (x) promptly after the commencement thereof, notice
                  of all material actions, suits and proceedings before any
                  court or government department, commission, board, bureau,
                  agency or instrumentality, domestic or foreign, affecting the
                  Borrower or any of its Subsidiaries, of the type described in
                  Section 4.01(f);

                           (xi) promptly after the occurrence thereof, notice of
                  (A) any event which makes any of the representations contained
                  in Section 4.01(k) inaccurate in any material respect or (B)
                  the receipt by the Borrower of any notice, order, directive or
                  other communication from a governmental authority alleging
                  violations of or noncompliance with any Environmental Law
                  which could reasonably be expected to have a material adverse
                  effect on the financial condition of the Borrowers and its
                  Subsidiaries, taken as a whole;

                           (xii) promptly after any change in the rating
                  established by S&P, Moody's or Fitch, as applicable, with
                  respect to Long-Term Debt, a notice of such change, which
                  notice shall specify the new rating, the date on which such
                  change was publicly announced, and such other information with
                  respect to such change as any Lender through either Agent may
                  reasonably request;


                                       35
<PAGE>   108
                           (xiii) promptly after the sending or filing thereof,
                  copies of all reports which the Borrower sends to any of its
                  public security holders, and copies of all reports and
                  registration statements which the Borrower files with the SEC
                  or any national securities exchange;

                           (xiv) promptly after the Borrower or any ERISA
                  Affiliate creates any employee benefit plan to provide health
                  or welfare benefits (through the purchase of insurance or
                  otherwise) for any retired or former employee of the Borrower
                  or any of its ERISA Affiliates (except as provided in Section
                  4980B of the Code and except as provided under the terms of
                  any employee welfare benefit plans provided pursuant to the
                  terms of collective bargaining agreements) under the terms of
                  which the Borrower and/or any of its ERISA Affiliates are not
                  permitted to terminate such benefits, a notice detailing such
                  plan; and

                           (xv) such other information respecting the condition
                  or operations, financial or otherwise, of the Borrower or any
                  of its Subsidiaries as any Lender through either Agent may
                  from time to time reasonably request.

                  (c)      Corporate Existence, Etc. The Borrower will, and will
cause each of its Material Subsidiaries to, at all times preserve and maintain
its fundamental business and preserve and keep in full force and effect its
corporate existence (except as permitted under Section 5.02(b) hereof) and all
rights, franchises and licenses necessary or desirable in the normal conduct of
its business; provided, however, that this paragraph (c) shall not apply in any
case when, in the good faith business judgment of the Borrower, such
preservation or maintenance is neither necessary nor appropriate for the prudent
management of the business of the Borrower.

                  (d)      Inspection. The Borrower will permit and will cause
each of its Subsidiaries to permit any authorized representative designated by
any Agents or any Lender at the expense of such Agent or such Lender, to visit
and inspect any of the properties of the Borrower or any of its Subsidiaries,
including its and their financial and accounting records, and to take copies and
to take extracts therefrom, and discuss its and their affairs, finances and
accounts with its and their officers and independent public accountants, all
during normal hours, upon reasonable notice and as often as may be reasonably
requested.

                  (e)      Insurance. The Borrower will maintain and will cause
each of its Subsidiaries to maintain insurance to such extent and covering such
risks as is usual for companies engaged in the same or similar business and on
request will advise the Lenders of all insurance so carried.

                  (f)      Taxes. The Borrower will and will cause each of its
Subsidiaries to pay and discharge, before the same shall become delinquent, (x)
all taxes, assessments and governmental charges or levies imposed upon it or
upon its property and (y) all lawful claims that, if unpaid, might by law become
a lien upon their property; provided, however, that neither the Borrower nor any
such Subsidiary shall be required to pay or discharge any such tax, assessment,
charge or levy (A) that is being contested in good faith and by proper
proceedings and for which appropriate reserves are being maintained, or (B) the
failure to pay or discharge


                                       36
<PAGE>   109
which would not have a material adverse effect on the financial condition or
operations of the Borrower and its Subsidiaries taken as a whole.

                  (g)      Maintenance of Books, Etc. The Borrower will, and
will cause each of its Material Subsidiaries to, keep proper books of records
and accounts, in which full and correct entries shall be made of all financial
transactions and the assets and business of the Borrower and each of its
domestic Subsidiaries in accordance with GAAP and with respect to foreign
Subsidiaries in accordance with customary accounting standards in the applicable
jurisdiction, in each case consistently applied and consistent with prudent
business practices.

                  SECTION 5.02 NEGATIVE COVENANTS. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, without the
written consent of the Requisite Lenders:

                  (a)      Liens, Etc. The Borrower will not create or suffer to
exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien,
upon or with respect to any of its properties, whether now owned or hereafter
acquired, or assign, or permit any of its Subsidiaries to assign, any right to
receive income, in each case to secure or provide for the payment of any Debt of
any Person, unless the Borrower's obligations hereunder shall be secured equally
and ratably with, or prior to, any such Debt; provided however that the
foregoing restriction shall not apply to the following Liens which are
permitted:

                           (i) Liens on assets of any Subsidiary of the Borrower
                  existing at the time such Person becomes a Subsidiary (other
                  than any such Lien created in contemplation of becoming a
                  Subsidiary);

                           (ii) Liens on accounts receivable resulting from the
                  sale of such accounts receivable by the Borrower or a
                  Subsidiary of the Borrower, so long as, at any time, the
                  aggregate outstanding amount of cash advanced to the Borrower
                  or such Subsidiary, as the case may be, and attributable to
                  the sale of such accounts receivable does not exceed
                  $300,000,000;

                           (iii) purchase money Liens upon or in any property
                  acquired or held by the Borrower or any Subsidiary in the
                  ordinary course of business to secure the purchase price of
                  such property or to secure Debt incurred solely for the
                  purpose of financing the acquisition of such property
                  (provided that the amount of Debt secured by such Lien does
                  not exceed 100% of the purchase price of such property and
                  transaction costs relating to such acquisition) and Liens
                  existing on such property at the time of its acquisition
                  (other than any such Lien created in contemplation of such
                  acquisition); and the interest of the lessor thereof in any
                  property that is subject to a Capital Lease;

                           (iv) any Lien securing Debt that was incurred prior
                  to or during construction or improvement of property for the
                  purpose of financing all or part of the cost of such
                  construction or improvement, provided that the amount of Debt
                  secured by such Lien does not exceed 100% of the fair market
                  value of such property after giving effect to such
                  construction or improvement;


                                       37
<PAGE>   110
                           (v) any Lien securing Debt of a Subsidiary owing to
                  the Borrower;

                           (vi) Liens resulting from any extension, renewal or
                  replacement (or successive extensions, renewals or
                  replacements), in whole or in part, of any Debt secured by any
                  Lien referred to in clauses (i), (iii) and (iv) above so long
                  as (x) the aggregate principal amount of such Debt shall not
                  increase as a result of such extension, renewal or replacement
                  and (y) Liens resulting from any such extension, renewal or
                  replacement shall cover only such property which secured the
                  Debt that is being extended, renewed or replaced; and

                           (vii) Liens other than Liens described in clauses (i)
                  through (vi) hereof, whether now existing or hereafter
                  arising, securing Debt in an aggregate amount not exceeding
                  $50,000,000.

                  (b)      Restrictions on Fundamental Changes. The Borrower
will not, and will not permit any of its Material Subsidiaries to, merge or
consolidate with or into, or convey, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions) all or a substantial
portion of its assets (whether now owned or hereafter acquired) to any Person,
or enter into any partnership, joint venture, syndicate, pool or other
combination, unless no Event of Default or Potential Event of Default has
occurred and is continuing or would result therefrom and, in the case of a
merger or consolidation of the Borrower, (i) the Borrower is the surviving
entity or (ii) the surviving entity assumes all of the Borrower's obligations
under this Agreement in a manner satisfactory to the Requisite Lenders.

                  (c)      Plan Terminations. The Borrower will not, and will
not permit any ERISA Affiliate to, terminate any Pension Plan so as to result in
liability of the Borrower or any ERISA Affiliate to the PBGC in excess of
$15,000,000, or permit to exist any occurrence of an event or condition which
reasonably presents a material risk of a termination by the PBGC of any Pension
Plan with respect to which the Borrower or any ERISA Affiliate would, in the
event of such termination, incur liability to the PBGC in excess of $15,000,000.

                  (d)      Margin Stock. The Borrower will not permit 25% or
more of the fair market value of the assets of (i) the Borrower or (ii) the
Borrower and its Subsidiaries to consist of Margin Stock.

                  (e)      Minimum Net Worth. The Borrower will not permit at
any time Net Worth to be less than the sum of (i) 80% of Net Worth as of Closing
Date, plus (ii) 25% of Net Income (if a positive number) from the Closing Date
to (a) the end of the most recently ended fiscal year or (b), if the date of
calculation is after June 30 in any year, the end of the second fiscal quarter
in such year, plus (iii) all Additions to Capital from the Closing Date to (a)
the end of the most recently ended fiscal year or (b), if the date of
calculation is after June 30 in any year, the end of the second fiscal quarter
in such year.

                  (f)      Maximum Funded Debt Ratio. The Borrower will not
permit at any time the ratio of (i) Funded Debt to (ii) EBITDA, for each period
consisting of the most recently ended four consecutive fiscal quarters of the
Borrower, to exceed 3.00 to 1.00.


                                       38
<PAGE>   111
                  (g)      Swaps. The Borrower will not and will not permit any
of its Subsidiaries to create or suffer to exist any Lien upon or in respect to
any of its properties, whether now owned or hereafter acquired, or assign any
right to receive income, in each case to provide for the payment of any Swaps.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

                  SECTION 6.01 EVENTS OF DEFAULT. If any of the following events
("Events of Default") shall occur and be continuing:

                  (a)      The Borrower shall fail to pay any principal of any
Advance when the same becomes due and payable or the Borrower shall fail to pay
any interest on any Advance or any fees or other amounts payable hereunder
within five days of the date due; or

                  (b)      Any representation or warranty made or deemed made by
the Borrower herein or by the Borrower pursuant to this Agreement (including any
notice, certificate or other document delivered hereunder) shall prove to have
been incorrect in any material respect when made; or

                  (c)      The Borrower shall fail to perform or observe (i) any
term, covenant or agreement contained in this Agreement (other than any term,
covenant or agreement contained in Section 5.01(b)(iv), 5.01(c) or 5.02) on its
part to be performed or observed and the failure to perform or observe such
other term, covenant or agreement shall remain unremedied for 30 days after the
Borrower obtains knowledge of such breach or (ii) any term, covenant or
agreement contained in Section 5.02 and either of the Agents or the Requisite
Lenders shall have notified the Borrower that an Event of Default has occurred,
or (iii) any term, covenant or agreement contained in Section 5.01(b)(iv) or
5.01(c); or

                  (d)      The Borrower or any of its Subsidiaries shall fail to
pay any principal of or premium or interest on any Debt which is outstanding in
a principal amount of at least $15,000,000 in the aggregate (but excluding Debt
arising under this Agreement) of the Borrower or such Subsidiary (as the case
may be), when the same becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement
or instrument relating to such Debt; or the Borrower or any of its Subsidiaries
shall fail to perform or observe any other agreement, term or condition
contained in any agreement or instrument relating to any such Debt (or if any
other event or condition of default under any such agreement or instrument shall
exist) and such failure, event or condition shall continue after the applicable
grace period, if any, specified in such agreement or instrument, if the effect
of such failure, event or condition is to accelerate, or to permit the
acceleration of, the maturity of such Debt; or any such Debt shall be declared
to be due and payable as a result of such failure, event or condition; or

                  (e)      The Borrower or any of its Material Subsidiaries
shall generally not pay its debts as such debts become due, or shall admit in
writing its inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall be


                                       39
<PAGE>   112
instituted by or against the Borrower or any of its Material Subsidiaries
seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, custodian or other similar
official for it or for a substantial part of its property and, in the case of
any such proceeding instituted against it (but not instituted by it), either
such proceeding shall remain undismissed or unstayed for a period of 60 days, or
any of the actions sought in such proceeding (including, without limitation, the
entry of an order for relief against, or the appointment of a receiver, trustee,
custodian or other similar official for, it or for any substantial part of its
property) shall occur; or the Borrower or any of its Material Subsidiaries shall
take any corporate action to authorize any of the actions set forth above in
this subsection (e); or

                  (f)      Any judgment or order for the payment of money in
excess of $25,000,000 shall be rendered against the Borrower or any of its
Material Subsidiaries and either (i) enforcement proceedings shall have been
commenced by any creditor upon a final or nonappealable judgment or order or
(ii) there shall be any period of 10 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect;

                  (g)

                           (i) Any ERISA Event with respect to a Pension Plan
                  shall have occurred and, 30 days after notice thereof shall
                  have been given to the Borrower by either of the Agents, (x)
                  such ERISA Event shall still exist and (y) the sum (determined
                  as of the date of occurrence of such ERISA Event) of the
                  Insufficiency of such Pension Plan and the Insufficiency of
                  any and all other Pension Plans with respect to which an ERISA
                  Event shall have occurred and then exist (or in the case of a
                  Pension Plan with respect to which an ERISA Event described in
                  clause (iii) through (vi) of the definition of ERISA Event
                  shall have occurred and then exist, the liability related
                  thereto) is equal to or greater than $25,000,000; or

                           (ii) The Borrower or any ERISA Affiliate shall have
                  been notified by the sponsor of a Multiemployer Plan that it
                  has incurred an aggregate Withdrawal Liability for all years
                  to such Multiemployer Plan in an amount that, when aggregated
                  with all other amounts then required to be paid to
                  Multiemployer Plans by the Borrower and its ERISA Affiliates
                  as Withdrawal Liability (determined as of the date of such
                  notification), exceeds $25,000,000 and it is reasonably likely
                  that all amounts then required to be paid to Multiemployer
                  Plans by the Borrower and its ERISA Affiliates as Withdrawal
                  Liability will exceed $25,000,000; or

                           (iii) The Borrower or any ERISA Affiliate shall have
                  been notified by the sponsor of a Multiemployer Plan that such
                  Multiemployer Plan is in reorganization or is being
                  terminated, within the meaning of Title IV or ERISA, and it is
                  reasonably likely that as a result of such reorganization or
                  termination the


                                       40
<PAGE>   113
                  aggregate annual contributions of the Borrower and its ERISA
                  Affiliates to all Multiemployer Plans that are then in
                  reorganization or being terminated have been or will be
                  increased over the amounts contributed to such Multiemployer
                  Plans for the plan year of such Multiemployer Plan immediately
                  preceding the plan year in which the reorganization or
                  termination occurs by an amount exceeding $25,000,000;

         then, and in any such event, either of the Agents (i) shall at the
         request, or may with the consent, of the Requisite Lenders, by notice
         to the Borrower, declare the obligation of each Lender to make Advances
         to be terminated, whereupon the same shall forthwith terminate, and
         (ii) shall at the request, or may with the consent, of the Requisite
         Lenders, by notice to the Borrower, declare the Advances, all interest
         thereon and all other amounts payable under this Agreement to be
         forthwith due and payable, whereupon the Advances, all such interest
         and all such amounts shall become and be forthwith due and payable,
         without presentment, demand, protest or further notice of any kind, all
         of which are hereby expressly waived by the Borrower; provided,
         however, that in the event of an actual or deemed entry of an order for
         relief with respect to the Borrower or any of its Subsidiaries under
         the Bankruptcy Code, (A) the obligation of each Lender to make Advances
         shall automatically be terminated and (B) the Advances, all such
         interest and all such amounts shall automatically become and be due and
         payable, without presentment, demand, protest or any notice of any
         kind, all of which are hereby expressly waived by the Borrower.

                                  ARTICLE VII

                                   THE AGENTS

                  SECTION 7.01 AUTHORIZATION AND ACTION. Each Lender hereby
appoints and authorizes CUSA to act as Administrative Agent under this
Agreement, Wachovia to act as Documentation Agent under this Agreement and B of
A to act as Syndication Agent under this Agreement and authorizes each Agent to
take such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to each Agent by the terms hereof, together with such
powers as are reasonably incidental thereto. As to any matters not expressly
provided for by the Loan Documents (including, without limitation, enforcement
or collection of the Advances and other amounts owing hereunder), no Agent shall
be required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Requisite Lenders, and such
instructions shall be binding upon all Lenders; provided, however, that no Agent
shall be required to take any action which exposes such Agent to personal
liability or which is contrary to any of the Loan Documents or applicable law.
Each Agent agrees to give to each Lender prompt notice of each notice given to
it by the Borrower pursuant to the terms of the Loan Documents.

                  SECTION 7.02 AGENTS' RELIANCE, ETC. Neither the Agents nor any
of their respective directors, officers, agents or employees shall be liable for
any action taken or omitted to be taken by it or them under or in connection
with any of the Loan Documents, except for its or their own gross negligence or
willful misconduct. Without limitation of the generality of the


                                       41
<PAGE>   114
foregoing, the Agents: (i) may treat the payee of any Advance as the holder
thereof until the Administrative Agent receives and accepts an Assignment and
Acceptance entered into by the Lender which is the payee of such Advance, as
assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07;
(ii) may consult with legal counsel (including counsel for the Borrower),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (iii) make
no warranty or representation to any Lender and shall not be responsible to any
Lender for any statements, warranties or representations (whether written or
oral) made in or in connection with any of the Loan Documents; (iv) shall not
have any duty to ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions of any of the Loan Documents on the
part of the Borrower or to inspect the property (including the books and
records) of the Borrower; (v) shall not be responsible to any Lender for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value
of any of the Loan Documents or any other instrument or document furnished
pursuant hereto; and (vi) shall incur no liability under or in respect of any of
the Loan Documents by acting upon any notice, consent, certificate or other
instrument or writing (which may be by telecopier, telegram, cable or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

                  SECTION 7.03 CUSA, B OF A, WACHOVIA AND AFFILIATES. With
respect to its respective Commitment and the respective Advances made by it,
CUSA, B of A, and Wachovia shall each have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not an
Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly
indicated, include B of A, Wachovia or CUSA respectively in its individual
capacity. B of A, Wachovia or CUSA and their respective affiliates may accept
deposits from, lend money to, act as trustee under indentures of, and generally
engage in any kind of business (including without limitation the investment
banking business) with, the Borrower, any of its subsidiaries and any Person who
may do business with or own securities of the Borrower or any such subsidiary,
all as if B of A, Wachovia or CUSA, as the case may be was not Agent and without
any duty to account therefor to the Lenders.

                  SECTION 7.04 LENDER CREDIT DECISION. Each Lender acknowledges
that it has, independently and without reliance upon either the Agents or any
other Lender and based on the financial statements referred to in Section 4.01
and such other documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agents or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.

                  SECTION 7.05 INDEMNIFICATION. The Lenders (other than the
Designated Bidders) agree to indemnify each Agent (to the extent not reimbursed
by the Borrower), ratably according to the respective principal amounts of the
Committed Advances then held by each of them (or if no such Advances are at the
time outstanding or if any such Advances are held by Persons which are not
Lenders, ratably according to the respective amounts of their Commitments), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever


                                       42
<PAGE>   115
which may be imposed on, incurred by, or asserted against such Agent in any way
relating to or arising out of any of the Loan Documents or any action taken or
omitted by such Agent under any of the Loan Documents, provided that no Lender
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from any Agent's gross negligence or willful misconduct. Without
limitation of the foregoing, each Lender (other than the Designated Bidders)
agrees to reimburse each Agent promptly upon demand for its ratable share of any
out-of-pocket expenses (including counsel fees) incurred by such Agent in
connection with the preparation, execution, delivery, administration,
syndication, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, the Loan Documents, to the extent that such
Agent is not reimbursed for such expenses by the Borrower.

                  SECTION 7.06 SUCCESSOR AGENT. Each Agent may resign at any
time by giving written notice thereof to the Lenders and the Borrower and may be
removed at any time with or without cause by the Requisite Lenders. In the case
of the Administrative Agent, upon any such resignation or removal, the Requisite
Lenders shall have the right to appoint a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by the Requisite
Lenders, and shall have accepted such appointment, within 30 days after the
retiring Administrative Agent's giving of notice of resignation or the Requisite
Lenders' removal of the retiring Administrative Agent, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be a commercial bank organized under the laws
of the United States of America or of any State thereof or any Bank and, in each
case having a combined capital and surplus of at least $50,000,000. Upon the
acceptance of any appointment as the Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under the Loan
Documents. After any retiring Administrative Agent's resignation or removal
hereunder as Administrative Agent, the provisions of this Article VII shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under the Loan Documents.


                                       43
<PAGE>   116
                  SECTION 7.07 SYNDICATION AGENT, DOCUMENTATION AGENT AND
ARRANGERS

         Any Lender or Person identified on the facing page, the introduction,
the signature pages or in any provision of this Agreement as "syndication
agent," "documentation agent" or "arranger" shall have no right, power,
obligation, liability, responsibility or duty under this Agreement or any other
Loan Document other than in a capacity as a Lender hereunder. Without limiting
the foregoing, any Lender so identified as "syndication agent," "documentation
agent" or "arranger" shall not have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied,
and will not rely, on any Lenders or Persons so identified in deciding to enter
into this Agreement or in taking or not taking action hereunder.

                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01 AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Requisite Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver or consent shall, unless in
writing and signed by all the Lenders, do any of the following: (a) waive any of
the conditions specified in Section 3.01, (b) increase the Commitments of the
Lenders or subject the Lenders to any additional obligations, (c) reduce the
principal of, or interest on, the Advances or any fees or other amounts payable
hereunder, (d) postpone any date fixed for any payment of principal of, or
interest on, the Advances or any fees or other amounts payable hereunder, (e)
change the percentage of the Commitments or of the aggregate unpaid principal
amount of the Advances, or the number of Lenders, which shall be required for
the Lenders or any of them to take any action hereunder or (f) amend Section
2.15 or this Section 8.01; and provided, further, that no amendment, waiver or
consent shall, unless in writing and signed by an Agent in addition to the
Lenders required above to take such action, affect the rights or duties of such
Agent under this Agreement.

                  SECTION 8.02 NOTICES, ETC. All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic, telex or cable communication) and mailed, telecopied, telegraphed,
telexed, cabled or delivered, if to the Borrower, at its address at 15501 North
Dial Boulevard, Arizona 85260-1619, Attn: Treasurer; if to any Bank, at its
Domestic Lending Office specified opposite its name on Schedule I hereto; if to
any other Lender, at its Domestic Lending Office specified in the Assignment and
Acceptance pursuant to which it became a Lender; if to the Administrative Agent
at its address at 2 Penn's Way, Suite 200 New Castle, Delaware 19720 (with a
copy of notices, other than those given pursuant to Sections 2.01 through 2.14
hereof, to Citicorp USA, Inc., c/o Citibank Agency Services, 399 Park Avenue,
New York, NY 10043, facsimile number (302) 894-6120, and if to the Documentation
Agent at its address at Wachovia Bank N.A., 191 Peachtree Street, Atlanta,
Georgia 30303, MC: GA-370, Attn: Mike Klein; or, as to the Borrower or either
Agent, at such other address as shall be designated by such party in a written
notice to the other parties and, as to each other party, at such other address
as shall be designated by such party in a written notice


                                       44
<PAGE>   117
to the Borrower and the Agents. All such notices and communications shall, when
personally delivered, mailed, telecopied, telegraphed, telexed or cabled, be
effective when personally delivered, after five (5) days after being deposited
in the mails, when confirmed by telecopy response, when delivered to the
telegraph company, when confirmed by telex answerback or when delivered to the
cable company, respectively, except that notices and communications to any Agent
pursuant to Article II or VII shall not be effective until received by such
Agent.

                  SECTION 8.03 NO WAIVER; REMEDIES. No failure on the part of
any Lender or either Agent to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

                  SECTION 8.04 COSTS, EXPENSES AND INDEMNIFICATION.

                  (a)      The Borrower agrees to pay promptly on demand all
reasonable costs and out-of-pocket expenses of the Agents in connection with the
preparation, execution, delivery, administration, syndication, modification and
amendment of this Agreement, and the other documents to be delivered hereunder
or thereunder, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Agents (including the allocated time
charges of each Agent's legal departments, as their respective internal counsel)
with respect thereto and with respect to advising the Agents as to their rights
and responsibilities under this Agreement. The Borrower further agrees to pay
promptly on demand all costs and expenses of the Agents and of each Lender, if
any (including, without limitation, reasonable counsel fees and out-of-pocket
expenses), in connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Agreement and the other documents to be
delivered hereunder or thereunder, including, without limitation, reasonable
counsel fees and out-of-pocket expenses in connection with the enforcement of
rights under this Section 8.04(a). Such expenses shall be reimbursed by the
Borrower upon a presentation of statement of account, regardless of whether
Closing Date occurs.

                  (b)      If any payment of principal of any Eurodollar Rate
Advance is made other than on the last day of the interest period for such
Advance, as a result of a payment pursuant to Section 2.06 or acceleration of
the maturity of the Advances pursuant to Section 6.01 or for any other reason,
the Borrower shall, upon demand by any Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender any amounts required to compensate such Lender for any additional losses,
costs or expenses which it may reasonably incur as a result of such payment,
including, without limitation, any loss, cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Advance.

                  (c)      The Borrower agrees to indemnify and hold harmless
each Agent, each Lender and each director, officer, employee, agent, attorney
and affiliate of each Agent and each Lender (each an "indemnified person") in
connection with any expenses, losses, claims, damages or liabilities to which an
Agent, a Lender or such indemnified persons may become subject, insofar as such
expenses, losses, claims, damages or liabilities (or actions or other
proceedings commenced or threatened in respect thereof) arise out of the
transactions referred to in this


                                       45
<PAGE>   118
Agreement or arise from any use or intended use of the proceeds of the Advances,
or in any way arise out of activities of the Borrower that violate Environmental
Laws, and to reimburse each Agent, each Lender and each indemnified person, upon
their demand, for any reasonable legal or other out-of-pocket expenses incurred
in connection with investigating, defending or participating in any such loss,
claim, damage, liability, or action or other proceeding, whether commenced or
threatened (whether or not such Agent, such Lender or any such person is a party
to any action or proceeding out of which any such expense arises).
Notwithstanding the foregoing, the Borrower shall have no obligation hereunder
to an indemnified person with respect to indemnified liabilities which have
resulted from the gross negligence, bad faith or willful misconduct of such
indemnified person.

                  SECTION 8.05 RIGHT OF SET-OFF. Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Agents to declare the Advances due and payable pursuant to the provisions of
Section 6.01, each Lender is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
deposits (time or demand, provisional or final, or general, but not special) at
any time held and other indebtedness at any time owing by such Lender to or for
the credit or the account of the Borrower against any and all of the obligations
of the Borrower now or hereafter existing under this Agreement that are then due
and payable, whether or not such Lender shall have made any demand under this
Agreement. Each Lender agrees promptly to notify the Borrower 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. The
rights of each Lender under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off) which such
Lender may have.

                  SECTION 8.06 BINDING EFFECT; ENTIRE AGREEMENT. This Agreement
shall be deemed to have been executed and delivered when it shall have been
executed by Borrower and the Agents and when the Agents shall have been notified
by each Bank that such Bank has executed it and thereafter shall be binding upon
and inure to the benefit of Borrower, each Agent and each Lender and their
respective successors and permitted assigns, except that Borrower shall not have
the right to assign its rights hereunder or any interest herein without the
prior written consent of all Lenders. This Agreement and the other Loan
Documents represent the final agreement between the parties and may not be
contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the
parties.

                  SECTION 8.07 ASSIGNMENTS AND PARTICIPATIONS.

                  (a)      Each Lender (other than the Designated Bidders) may
assign to one or more Eligible Assignees all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment and the Advances owing to it); provided, however, that
(i) each such assignment shall be of a constant, and not a varying, percentage
of all of the assigning Lender's rights and obligations under this Agreement
(other than any right to make Bid Advances or Bid Advances held by it), (ii)
after giving effect to any such assignment, (1) the assigning Lender shall no
longer have any Commitment or (2) the amount of the Commitment of both the
assigning Lender and the Eligible Assignee party to such


                                       46
<PAGE>   119
assignment (in each case determined as of the date of the Assignment and
Acceptance with respect to such assignment) shall not be less than $5,000,000
and multiples of $1,000,000 in excess thereof, (iii) each such assignment shall
be to an Eligible Assignee, (iv) the parties to each such assignment shall
execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, and a processing and
recordation fee of $3,000 to the Administrative Agent, and (v) the Borrower
(unless an Event of Default or a Potential Event of Default has occurred and is
continuing) and the Administrative Agent shall have consented to such
assignment, which consent shall not be unreasonably withheld; except that such
consent shall not be required for an assignment to another Lender or an
affiliate of a Lender. Upon such execution, delivery, acceptance and recording,
from and after the effective date specified in each Assignment and Acceptance,
(x) the assignee thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
and (y) the Lender assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and 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 Lender shall cease to be a party hereto). Any Lender may at any
time pledge or assign all or any portion of its rights hereunder to a Federal
Reserve Bank; provided, that no such pledge or assignment shall release such
Lender from any of its obligations hereunder.

                  (b)      By executing and delivering an Assignment and
Acceptance, the Lender assignor thereunder and the assignee thereunder confirm
to and agree with each other and the other parties hereto as follows: (i) other
than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with any of
the Loan Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of any of the Loan Documents or any other
instrument or document furnished pursuant hereto or thereto; (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under any of the Loan
Documents or any other instrument or document furnished pursuant hereto or
thereto; (iii) such assignee confirms that it has received a copy of the Loan
Documents, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Agents, such assigning Lender 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 Loan Documents; (v) such assignee confirms that it is an Eligible Assignee;
(vi) such assignee appoints and authorizes each Agent to take such action as
agent on its behalf and to exercise such powers under the Loan Documents as are
delegated to such Agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of the Loan Documents are required to be performed by it as a Lender.


                                       47
<PAGE>   120
                  (c)      Within five (5) days of its receipt of an Assignment
and Acceptance executed by an assigning Lender and an assignee representing that
it is an Eligible Assignee (together with a processing and recordation fee of
$3,000 with respect thereto) and upon evidence of consent of the Borrower and
the Administrative Agent thereto, which consent shall not be unreasonably
withheld, the Administrative Agent shall, if such Assignment and Acceptance has
been completed and is in substantially the form of Exhibit C hereto, (1) accept
such Assignment and Acceptance and (2) record the information contained therein
in the Register. All communications with the Borrower with respect to such
consent of the Borrower shall be sent pursuant to Section 8.02.

                  (d)      Each Lender (other than the Designated Bidders) may
designate one or more banks or other entities to have a right to make Bid
Advances as a Lender pursuant to Section 2.03; provided, however, that (i) no
such Lender shall be entitled to make more than two such designations, (ii) each
such Lender making one or more of such designations shall retain the right to
make Bid Advances as a Lender pursuant to Section 2.03, (iii) each such
designation shall be to a Designated Bidder and (iv) the parties to each such
designation shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, a Designation Agreement. Upon such
execution, delivery, acceptance and recording, from and after the effective date
specified in each Designation Agreement, the designee thereunder shall be a
party hereto with a right to make Bid Advances as a Lender pursuant to Section
2.03 and the obligations related thereto.

                  (e)      By executing and delivering a Designation Agreement,
the Lender making the designation thereunder and its designee thereunder confirm
and agree with each other and the other parties hereto as follows: (i) such
Lender makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with this Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; (ii) such Lender makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or the performance or observance by the
Borrower of any of its obligations under this Agreement or any other instrument
or document furnished pursuant hereto; (iii) such designee confirms that it has
received a copy of this Agreement, together with copies of the financial
statements referred to in Section 4.01 and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into the Designation Agreement; (iv) such designee will, independently and
without reliance upon the Administrative Agent, such designating Lender or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such designee confirms that it is a
Designated Bidder; (vi) such designee appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement as are delegated to the Administrative Agent by the terms
hereof, together with such powers as are reasonably incidental thereto; and
(vii) such designee agrees that it will perform in accordance with their terms
all of the obligations which by the terms of this Agreement are required to be
performed by it as a Lender.

                  (f)      Upon its receipt of a Designation Agreement executed
by a designating Lender and a designee representing that it is a Designated
Bidder, the Administrative Agent


                                       48
<PAGE>   121
shall, if such Designation Agreement has been completed and is substantially in
the form of Exhibit J hereto, (i) accept such Designation Agreement, (ii) record
the information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower.

                  (g)      The Administrative Agent shall maintain at its
address referred to in Section 8.02 a copy of each Assignment and Acceptance and
each Designation Agreement delivered to and, accepted by it and a register for
the recordation of the names and addresses of the Lenders and, with respect to
Lenders other than Designated Bidders, the Commitment of, the Commitment
Termination Date of, and principal amount of the Advances owing to, each such
Lender from time to time (the "Register"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Agents and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes of the Loan
Documents. 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.

                  (h)      Each Lender may sell participations to one or more
banks or other entities in or to all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment and the Advances owing to it; provided, however, that (i) such
Lender's obligations under this Agreement (including, without limitation, its
Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations, (iii) such Lender shall remain the holder of any such
Advance for all purposes of this Agreement, (iv) the Borrower, the Agents and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under the Loan Documents,
(v) no Lender shall grant any participation under which the participant shall
have rights to require such Lender to take or omit to take any action hereunder
or under the other Loan Documents or approve any amendment to or waiver of this
Agreement or the other Loan Documents, except to the extent such amendment or
waiver would: (A) extend the Termination Date of such Lender; or (B) reduce the
interest rate or the amount of principal or fees applicable to Advances or the
Commitment in which such participant is participating or change the date on
which interest, principal or fees applicable to Advances or the Commitment in
which such participant is participating are payable, (vi) such Lender shall
notify the Borrower of the sale of the participation, and (vii) the Person
purchasing such participation shall agree to customary provisions relating to
the confidentiality of non-public information received by such Person in
connection with its purchase of the participation.

                  (i)      Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; provided that, prior to any such disclosure,
the assignee or Participant or proposed assignee or participant shall agree to
preserve the confidentiality of any confidential information relating to the
Borrower received by it from such Lender.

                  SECTION 8.08 CONFIDENTIALITY. Each Lender agrees, insofar as
is legally possible, to use its best efforts to keep in confidence all financial
data and other information relative to the affairs of the Borrower heretofore
furnished or which may hereafter be furnished


                                       49
<PAGE>   122
to it pursuant to the provisions of this Agreement; provided, however, that this
Section 8.08 shall not be applicable to information otherwise disseminated to
the public by the Borrower; and provided further that such obligation of each
Bank shall be subject to each Bank's (a) obligation to disclose such information
pursuant to a request or order under applicable laws and regulations or pursuant
to a subpoena or other legal process, (b) right to disclose any such information
to bank examiners, its affiliates (including, without limitation, in the case of
CUSA, SSBI), bank, auditors, accountants and its counsel and other Banks, and
(c) right to disclose any such information, (i) in connection with the
transactions set forth herein including assignments and sales of participation
interests pursuant to Section 8.07 hereof or (ii) in or in connection with any
litigation or dispute involving the Banks and the Borrower or any transfer or
other disposition by such Bank of any of its Advances or other extensions of
credit by such Bank to the Borrower or any of its Subsidiaries, provided that
information disclosed pursuant to this proviso shall be so disclosed subject to
such procedures as are reasonably calculated to maintain the confidentiality
thereof.

                  SECTION 8.09 NEW LENDERS; INCREASES IN COMMITMENT OF A LENDER.
If no event has occurred and is continuing which constitutes an Event of Default
or which would constitute an Event of Default but for the requirement that
notice be given or time elapse or both, the Borrower may (i) notify (a "New
Lender Notice") the Administrative Agent and the Lenders that it desires to add
one or more additional lenders to the Lenders; provided, however, that no such
new lender will have a Commitment larger than the largest Commitment of a
Lender; provided further that such increase in the Commitment of a Lender shall
be effective upon the receipt by the Administrative Agent of a commitment
increase letter in substantially the form of Exhibit K hereto (each a
"Commitment Increase Letter") which shall identify the proposed effective date
(which shall be the last day of all then current Interest Periods if there are
Eurodollar Advances then outstanding from the Lenders). Each New Lender Notice
shall identify each such New Lender, the amount of its proposed Commitment and
the proposed effective date of its inclusion hereunder (which shall be the last
day of all then current Interest Periods if there are Eurodollar Advances then
outstanding from the Lenders). Upon such proposed date, such lender (each a "New
Lender") shall with the consent of the Administrative Agent (which shall not be
unreasonably withheld) become a Lender hereunder for all purposes and to the
same effect as if set forth on the signature pages hereof, subject to its
execution where indicated below and delivery to the Administrative Agent of at
least one counterpart of this Agreement (which shall be deemed to include all
amendments thereto) and the execution and delivery by the Administrative Agent
and the Company of each such counterpart. Notwithstanding anything to the
contrary set forth in this Agreement, no increase in the Commitment of any
Lender or addition of a New Lender pursuant to this Section 8.09 shall result in
such Lender or New Lender, as the case may be, having a Commitment which
constitutes more than 25% of the Total Commitments at such time.

                  SECTION 8.10 GOVERNING LAW. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York.

                  SECTION 8.11 EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.


                                       50
<PAGE>   123
                  SECTION 8.12 CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES.
The Borrower hereby irrevocably submits to the jurisdiction of any New York
state or Federal court sitting in New York, New York in any action or proceeding
arising out of or relating to this Agreement, and the Borrower hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in such New York state or Federal court. The Borrower
hereby irrevocably waives, to the fullest extent it may effectively do so, the
defense of an inconvenient forum to the maintenance of such action or
proceeding. The Borrower agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Section 8.11 shall affect the right of any Lender or Agent to serve legal
process in any other manner permitted by law or affect the right of any Lender
or Agent to bring any action or proceeding against the Borrower or its property
in the courts of any other jurisdiction.

                  SECTION 8.13 WAIVER OF TRIAL BY JURY. THE BORROWER, THE BANKS,
THE AGENTS AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, EACH OTHER LENDER
HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. The scope of this
waiver is intended to be all-encompassing of any and all disputes that may be
filed in any court and that relate to the subject matter of this transaction,
including without limitation contract claims, tort claims, breach of duty claims
and all other common law and statutory claims. The Borrower, the Banks, the
Agents and, by its acceptance of the benefits hereof, each other Lender (i)
acknowledges that this waiver is a material inducement for the Borrower, the
Lenders and the Agents to enter into a business relationship, that the Borrower,
the Lenders and the Agents have already relied on this waiver in entering into
this Agreement or accepting the benefits thereof, as the case may be, and that
each will continue to rely on this waiver in their related future dealings and
(ii) further warrants and represents that each has reviewed this waiver with its
legal counsel, and that each knowingly and voluntarily waives its jury trial
rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a
written consent to a trial by the court.


                  [Remainder of page intentionally left blank]


                                       51
<PAGE>   124
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


                                          THE DIAL CORPORATION, a Delaware
                                          corporation


                                          By /s/  Susan J. Riley
                                             ______________________________

                                          Title:  Executive Vice President and
                                                  Chief Financial Officer


                                       52
<PAGE>   125
                                          CITICORP USA, INC., as Administrative
                                          Agent and as a Lender


                                          By /s/ Pete Locke
                                            ______________________________

                                          Title: Managing Director


                                       53
<PAGE>   126
                                          BANK OF AMERICA, N.A., as Syndication
                                          Agent and as a Lender


                                          By /s/ Lisa S. Donoghue
                                            ______________________________

                                          Title: Managing Director


                                       54
<PAGE>   127
                                          WACHOVIA BANK, N.A., as Documentation
                                          Agent and as a Lender


                                          By      /s/ Mike Klein
                                             -------------------------------
                                          Title:  Vice President


                                       55
<PAGE>   128

                              THE DIAL CORPORATION

           FIRST AMENDMENT DATED NOVEMBER 21, 2000 TO CREDIT AGREEMENT
                 (SHORT TERM FACILITY) DATED AS OF JULY 14, 2000


                  This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
dated as of November 21, 2000 and entered into by and among THE DIAL
CORPORATION, a Delaware corporation (the "Borrower"), the undersigned lenders
(collectively the "Lenders"), and CITICORP USA, INC., as Administrative Agent,
and is made with reference to that certain Credit Agreement (Short Term
Facility), dated as of July 14, 2000, by and among the Borrower, the Lenders,
and the Agents (as amended, the "Credit Agreement"). Capitalized terms used
herein without definition shall have the same meanings herein as set forth in
the Credit Agreement.

                                    RECITALS

                  WHEREAS, the Borrower has requested and Requisite Lenders have
agreed to modify the terms of the Credit Agreement in certain respects;

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

SECTION 1.        AMENDMENTS TO THE CREDIT AGREEMENT

         A. AMENDMENT TO SECTION 5.02(F). Section 5.02(f) of the Credit
Agreement is hereby amended by deleting it in its entirety and substituting the
following in lieu thereof:

                  "Maximum Funded Debt Ratio. The Borrower will not permit at
         any time the ratio of (i) Funded Debt to (ii) EBITDA for any four
         fiscal quarter period ending on the dates set forth below to be greater
         than the correlative ratio indicated:

<TABLE>
<CAPTION>
                  Date                                                 Maximum Ratio
                  ----                                                 -------------
<S>                                                                    <C>
                  September 30, 2000 and prior                         3.00:1.00
                  December 31, 2000                                    3.50:1.00
                  March 31, 2001                                       3.50:1.00
                  June 30, 2001                                        3.25:1.00
                  Thereafter                                           3.00:1.00"
</TABLE>

         B. AMENDMENT TO COMPLIANCE CERTIFICATE. The form of Compliance
Certificate attached to the Credit Agreement as Exhibit F is hereby amended and
restated in its entirety to read as set forth on Exhibit F to this Amendment.


                                                    (First Amendment-Short Term)

<PAGE>   129

SECTION 2.        BORROWER'S REPRESENTATIONS AND WARRANTIES

                  To induce the Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, the Borrower
represents and warrants to each Lender that the following statements are true,
correct and complete:

         A. CORPORATE POWER AND AUTHORITY. The Borrower has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement, as amended by this Amendment (the "Amended Agreement").

         B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the consummation of the Amended Agreement have been duly
authorized by all necessary corporate action on the part of the Borrower.

         C. NO CONFLICT. The execution and delivery by the Borrower of this
Amendment and the consummation by the Borrower of the Amended Agreement do not
and will not (i) violate any provision of any law or any governmental rule or
regulation applicable to the Borrower or its Subsidiaries, the certificate of
incorporation or bylaws of the Borrower or any order, judgment or decree of any
court or other agency of government binding on the Borrower or its Subsidiaries,
(ii) conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under any contractual obligation of the
Borrower or its Subsidiaries, (iii) result in or require the creation or
imposition of any Lien upon any of the properties or assets of the Borrower or
its Subsidiaries, or (iv) require any approval of stockholders or any approval
or consent of any Person under any contractual obligation of the Borrower or its
Subsidiaries (other than the parties hereto).

         D. GOVERNMENTAL CONSENTS. The execution and delivery by the Borrower of
this Amendment and the consummation by the Borrower of the Amended Agreement do
not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body.

         E. BINDING OBLIGATION. This Amendment has been duly executed and
delivered by the Borrower and this Amendment and the Amended Agreement are the
legally valid and binding obligations of the Borrower, enforceable against the
Borrower in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by principles of equity and
commercial reasonableness.

         F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 4.01
(excluding those set forth in Section 4.01(e)) of the Credit Agreement are true,
correct and complete in all material respects to the same extent as though made
on and as of the date hereof, except as provided above or to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.


                                       2            (First Amendment-Short Term)
<PAGE>   130

         G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would, upon the giving of notice, the passage of time, or otherwise,
constitute an Event of Default.

         H. CONDITION OF THE BORROWER. (i) The consolidated balance sheet of the
Borrower and its Subsidiaries as at December 31, 1999 and the related
consolidated statements of income and retained earnings of the Borrower and its
Subsidiaries for the fiscal year then ended, and (ii) the consolidated balance
sheet of the Borrower and its Subsidiaries as at September 30, 2000, and the
related consolidated statements of income and retained earnings of the Borrower
and its Subsidiaries for the fiscal quarter then ended, in each case fairly
present the financial condition of the Borrower and its Subsidiaries as at such
date and the results of the operations of Borrower and its Subsidiaries for the
period ended on such date, all in accordance with GAAP consistently applied,
and, as of the Closing Date, there has been no material adverse change in the
business, condition (financial or otherwise), operations or properties of the
Borrower and its Subsidiaries, taken as a whole, since September 30, 2000, other
than as disclosed in the Borrower's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000.

SECTION 3.        CONDITIONS TO EFFECTIVENESS

                  Section 1 of this Amendment shall become effective as of the
date hereof (such date being referred to herein as the "Amendment Effective
Date"); provided that all of the following conditions precedent shall have been
satisfied:

         A. The Borrower shall have delivered to each Lender (in the case of the
item specified in clause (i) below) or to the Administrative Agent (in the case
of the items specified in clauses (ii) and (iii) below) the following, each,
unless otherwise noted, dated the Amendment Effective Date:

                  (i) A copy of the Borrower's Quarterly Report on Form 10-Q for
         the quarter ended September 30, 2000;

                  (ii) Signature and incumbency certificates of its officers
         executing this Amendment; and

                  (iii) Executed copies of this Amendment.

         B. All corporate and other proceedings taken in connection with the
transactions contemplated hereby and all documents incidental thereto not
previously found acceptable by the Administrative Agent, shall be satisfactory
in form and substance to the Administrative Agent, and the Administrative Agent
shall have received all such counterpart originals or certified copies of such
documents as the Administrative Agent may reasonably request.

SECTION 4.        MISCELLANEOUS

         A. Reference to and Effect on the Credit Agreement and the Other Loan
Documents.

                  (i) On and after the date this Amendment becomes effective in
         accordance with its terms, each reference in the Credit Agreement to
         "this Agreement", "hereunder",


                                       3            (First Amendment-Short Term)
<PAGE>   131

         "hereof", "herein" or words of like import referring to the Credit
         Agreement, and each reference in the Notes to the "Credit Agreement",
         "thereunder", "thereof" or words of like import referring to the Credit
         Agreement shall mean and be a reference to the Amended Agreement.

                  (ii) Except as specifically amended by this Amendment, the
         Credit Agreement and the Notes shall remain in full force and effect
         and are hereby ratified and confirmed.

                  (iii) The execution, delivery and performance of this
         Amendment shall not, except as expressly provided herein, constitute a
         waiver of any provision of, or operate as a waiver of, any right, power
         or remedy of the Administrative Agent or any Lender under, the Credit
         Agreement or the Notes.

         B. FEES AND EXPENSES. The Borrower acknowledges that all costs, fees
and expenses as described in Section 8.04 of the Credit Agreement incurred by
the Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of the
Borrower.

         C. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

         D. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

         E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. Subject to the provisions of Section 3, this Amendment shall
become effective as of the date hereof upon the execution and delivery of a
counterpart hereof by the Borrower and the Requisite Lenders.


                  [Remainder of page intentionally left blank]


                                       4            (First Amendment-Short Term)
<PAGE>   132


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

                                  The Borrower:

                                  THE DIAL CORPORATION



                                  By   /s/ Conrad A. Conrad
                                    ------------------------------------
                                    Name:  Conrad A. Conrad
                                    Title: Senior Vice President and
                                           Chief Financial Officer


                                  The Lenders:


                                  CITICORP USA, INC. (Individually and as
                                  Administrative Agent)



                                  By    /s/ J. Gregory Davis
                                     -----------------------------------
                                     Name:  J. Gregory Davis
                                     Title: Director


                                  BANK OF AMERICA, N.A. (Individually and as
                                  Syndication Agent)


                                  By   /s/ Paula Z. Kramp
                                    ------------------------------------
                                    Name:  Paula Z. Kramp
                                    Title: Principal


                                  WACHOVIA BANK, N.A. (Individually and as
                                  Documentation Agent)

                                  By    /s/ C. Reid Harden
                                    ------------------------------------
                                    Name:  C. Reid Harden
                                    Title: Vice President


                                      S-1           (First Amendment-Short Term)
<PAGE>   133

                                  ABN AMRO BANK N.V.


                                  By   /s/ Ellen M. Coleman
                                    -------------------------------
                                    Name:  Ellen M. Coleman
                                    Title: Group Vice President


                                  By   /s/ Mitsoo Iravani
                                    -------------------------------
                                    Name:  Mitsoo Iravani
                                    Title: Assistant Vice President


                                  BANK ONE, NA


                                  By   /s/ Joseph Perdenza
                                    -------------------------------
                                    Name:  Joseph Perdenza
                                    Title: Assistant Vice President


                                  DEUTSCHE BANK, AG


                                  By   /s/ Alexander Karow
                                    -------------------------------
                                    Name:  Alexander Karow
                                    Title: Vice President


                                  By   /s/ Thomas A. Foley
                                    -------------------------------
                                    Name:  Thomas A. Foley
                                    Title: Vice President


                                  INDUSTRIAL BANK OF JAPAN, LIMITED, NEW YORK
                                  BRANCH


                                  By   /s/ Vicente L. Timiraos
                                    -------------------------------
                                    Name:  Vicente L. Timiraos
                                    Title: Joint General Manager


                                  WELLS FARGO BANK, N.A.


                                  By   /s/ Catherine M. Wallace
                                    -------------------------------
                                    Name:  Catherine M. Wallace
                                    Title: Vice President


                                      S-2           (First Amendment-Short Term)
<PAGE>   134

                                  WESTDEUTSCHE LANDESBANK GIROZENTRALE-NEW YORK
                                  AND CAYMAN ISLANDS BRANCHES


                                  By /s/ Barry S. Wadler
                                     ----------------------------
                                     Name: Barry S. Wadler
                                     Title: Manager


                                  By /s/ Lisa M. Walker
                                     ----------------------------
                                     Name: Lisa M. Walker
                                     Title: Associate Director


                                      S-3           (First Amendment-Short Term)
<PAGE>   135

                                    EXHIBIT F

                        [FORM OF COMPLIANCE CERTIFICATE]


                  The undersigned certifies that: (i) this Certificate is as of
__________ and pertains to the period from _________ to _________, (ii) the
undersigned has reviewed the terms of that certain Credit Agreement, dated as of
July 14, 2000, among The Dial Corporation, the Banks named therein, Citicorp
USA, Inc., as Administrative Agent, Wachovia Bank, N.A., as Documentation Agent
for said Lenders and Bank of America, N.A., as Syndication Agent for said
Lenders (as it may be amended, supplemented, restated or otherwise modified from
time to time, the "CREDIT AGREEMENT") and has made, or caused to be made under
the undersigned's supervision, a review in reasonable detail of the transactions
and condition of the Borrower and its Subsidiaries during the period set forth
above and (iii) such review has not disclosed the existence during or at the end
of such period, and the undersigned does not have knowledge of the existences as
of the date of this Certificate, of any condition or event that constitutes an
Event of Default or Potential Event of Default.(1) CAPITALIZED TERMS USED HEREIN
SHALL HAVE THE MEANINGS SET FORTH IN THE CREDIT AGREEMENT.


   A.       NET WORTH

            For the Borrower and its Subsidiaries:

            1.       Net Worth as of the Effective Date              $__________

            2.       80% multiplied (1)                              $__________

            3.       Net Income (if a positive number) from the
                     Effective Date to most recent June 30 or
                     December 31                                     $__________

            4.       25% multiplied (3)                              $__________

            5.       aggregate net proceeds, including cash
                     and the fair market value of property
                     other than cash, received by the Borrower
                     from the issue or sale of capital stock
                     of the Borrower from the Effective Date to
                     the most recent June 30 or December 31          $__________


--------

(1) If any event or condition that constitutes an Event of Default or Potential
Event of Default exists, the Certificate should include the nature and period of
existence of such event or condition and what action the Borrower has taken, is
taking and proposes to take with respect thereto.


                                      F-1               (Compliance Certificate)
<PAGE>   136

            6.       aggregate of 25% of the after tax gains
                     realized from unusual, extraordinary, and
                     major nonrecurring items from the
                     Effective Date to the most recent June 30
                     or December 31                                  $__________

            7.       Additions to Capital [(5) plus (6)]             $__________

            8.       Net Worth                                       $__________

            9.       Minimum Net Worth permitted under Credit
                     Agreement [(2) plus (4) plus (7)]               $__________

   B.       MAXIMUM FUNDED DEBT RATIO.

            For the Borrower and its Subsidiaries (for each period consisting of
            the most recently ended four consecutive fiscal quarters of the
            Borrower):

            1.       indebtedness for borrowed money or for the
                     deferred purchase price of property or
                     services                                        $__________

            2.       obligations as lessee under leases which
                     shall have been or should be, in accordance
                     with GAAP, recorded as capital leases           $__________

            3.       obligations under guarantees in respect of
                     indebtedness or obligations of others of
                     the kinds referred to in clauses (1) and
                     (2) of this Section B                           $__________

            4.       Funded Debt [(1) plus (2) plus (3)]             $__________

            5.       consolidated net income plus provision
                     for taxes (excluding extraordinary, unusual,
                     or nonrecurring gains or losses)                $__________

            6.       interest expense                                $__________

            7.       depreciation expense and amortization of
                     intangibles                                     $__________

            8.       EBITDA [(5) plus (6) plus (7)]                  $__________

            9.       Ratio of Funded Debt to EBITDA [(4):(8)]        ____:____


                                      F-2               (Compliance Certificate)
<PAGE>   137


            10.      Maximum Funded Debt Ratio required under Credit Agreement
                     for any four fiscal quarter period ending on the dates set
                     forth below:

                     September 30, 2000 and prior
                     December 31, 2000                       3.00:1.00
                     March 31, 2001                          3.50:1.00
                     June 30, 2001                           3.50:1.00
                     After June 30, 2001                     3.25:1.00
                                                             3.00:1.00


                                       THE DIAL CORPORATION





                                       By: _______________________________

                                           Title:


                                      F-3               (Compliance Certificate)