<PAGE>   1
                                                                EXHIBIT 4 
      
                                                            EXECUTION COPY







                                CREDIT AGREEMENT


                                   dated as of


                                December 19, 1996


                                      among


                              ACNIELSEN CORPORATION


                     The Borrowing Subsidiaries Party Hereto


                            The Lenders Party Hereto

                           THE NORTHERN TRUST COMPANY,
                                   as Co-Agent

                                       and

                            THE CHASE MANHATTAN BANK,
                              Administrative Agent


         $125,000,000 REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY
<PAGE>   2
                                                                               2


================================================================================
                                    FACILITY



================================================================================
                                                         [CS&M #6700-469]
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                                                                               3


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                     Page
                                                                     ----
<S>                <C>                                               <C>
                                    ARTICLE I

                                   Definitions

SECTION 1.01.      Defined Terms...................................    1
SECTION 1.02.      Classification of Loans and Borrowings .........   26
SECTION 1.03.      Terms Generally ................................   26
SECTION 1.04.      Accounting Terms; GAAP..........................   26
SECTION 1.05.      Exchange Rates..................................   27


                                   ARTICLE II

                                   The Credits

SECTION 2.01.      Commitments.....................................   27
SECTION 2.02.      Loans and Borrowings............................   29
SECTION 2.03.      Requests for Revolving Borrowings...............   30
SECTION 2.04.      Competitive Bid Procedure.......................   31
SECTION 2.05.      Swingline Loans.................................   34
SECTION 2.06.      Funding of Borrowings...........................   36
SECTION 2.07.      Interest Elections..............................   37
SECTION 2.08.      Termination and Reduction of  Commitments.......   39
SECTION 2.09.      Repayment of Loans; Evidence of Debt ...........   40
SECTION 2.10.      Prepayment of Loans.............................   41
SECTION 2.11.      Fees............................................   43
SECTION 2.12.      Interest........................................   44
SECTION 2.13.      Alternate Rate of Interest......................   45
SECTION 2.14.      Increased Costs; Illegality.....................   46
SECTION 2.15.      Break Funding Payments..........................   50
SECTION 2.16.      Taxes...........................................   51
SECTION 2.17.      Payments Generally; Pro Rata
</TABLE>
<PAGE>   4
                                                                               4

<TABLE>
<CAPTION>

<S>                <C>                                               <C>
                   Treatment; Sharing of Setoffs ...................   52
SECTION 2.18.      Mitigation Obligations; Replacement of
                        Lenders.....................................   55
SECTION 2.19.      Borrowing Subsidiaries...........................   56
SECTION 2.20.      Adjustment of Applicable Rate....................   57

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.      Organization; Powers.............................   57
SECTION 3.02.      Authorization; Enforceability....................   57
SECTION 3.03.      Governmental Approvals; No Conflicts.............   58
SECTION 3.04.      Financial Condition; No Material Adverse Change..   58
SECTION 3.05.      Properties.......................................   59
SECTION 3.06.      Litigation and Environmental Matters.............   60
SECTION 3.07.      Compliance with Laws and Agreements..............   60
SECTION 3.08.      Investment and Holding Company Status............   61
SECTION 3.09.      Taxes............................................   61
SECTION 3.10.      ERISA............................................   61
SECTION 3.11.      Disclosure.......................................   61
SECTION 3.12.      Subsidiaries.....................................   62
SECTION 3.13.      Solvency.........................................   62


                                   ARTICLE IV

                                   Conditions

SECTION 4.01.      Effective Date...................................   62
SECTION 4.02.      Each Credit Event................................   64
SECTION 4.03.      First Credit Event...............................
SECTION 4.04.      Each Borrowing Subsidiary Credit Event ..........   65

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01.      Financial Statements and Other
</TABLE>
<PAGE>   5
                                                                               5

<TABLE>
<CAPTION>
<S>                <C>                                               <C>
                        Information.................................   66
SECTION 5.02.      Notices of Material Events.......................   67
SECTION 5.03.      Existence; Conduct of Business...................   68
SECTION 5.04       Payment of Obligations...........................   68
SECTION 5.05.      Maintenance of Properties; Insurance.............   69
SECTION 5.06.      Books and Records; Inspection Rights.............   69
SECTION 5.07.      Compliance with Laws.............................   69
SECTION 5.08.      Use of Proceeds..................................   69

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.      Indebtedness.....................................   70
SECTION 6.02.      Liens............................................   71
SECTION 6.03.      Fundamental Changes..............................   72
SECTION 6.04.      Investments, Loans, Advances,
                   Guarantees and Acquisitions; Hedging Agreements..   73
SECTION 6.05.      Restricted Payments and Issuances................   75
SECTION 6.06.      Transactions with Affiliates.....................   75
SECTION 6.07.      Sale and Lease-Back Transactions.................   75
SECTION 6.08.      Restrictive Agreements...........................   76
SECTION 6.09.      Certain Agreements...............................   76
SECTION 6.10.      Borrowing Subsidiaries...........................   77
SECTION 6.11.      Leverage Ratio...................................   77
SECTION 6.12.      Fixed Charge Coverage Ratio......................   77
SECTION 6.13.      Minimum EBITDA...................................   77


                                   ARTICLE VII

                   Events of Default................................   78

                                  ARTICLE VIII

                   The Administrative Agent.........................   81



                                   ARTICLE IX

                   Guarantee........................................   84
</TABLE>
                                                                               6
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<TABLE>
<CAPTION>
                                                                                6
                                    ARTICLE X

                                  Miscellaneous
<S>                <C>                                               <C>
SECTION 10.01.     Notices.........................................   86
SECTION 10.02.     Waivers; Amendments.............................   87
SECTION 10.03.     Expenses; Indemnity; Damage Waiver..............   88
SECTION 10.04.     Successors and Assigns..........................   90
SECTION 10.05.     Survival........................................   93
SECTION 10.06.     Counterparts; Integration; Effectiveness........   94
SECTION 10.07.     Severability....................................   94
SECTION 10.08.     Right of Setoff.................................   94
SECTION 10.09.     Governing Law; Jurisdiction; Consent
                   to Service of Process...........................   95
SECTION 10.10.     WAIVER OF JURY TRIAL............................   96
SECTION 10.11.     Headings........................................   96
SECTION 10.12.     Confidentiality.................................   96
SECTION 10.13.     Interest Rate Limitation........................   97
SECTION 10.14.     Conversion of Currencies........................   97
</TABLE>


SCHEDULES:

Schedule 1.01           -- Alternate Procedures
Schedule 1.01(a)        -- Spin-Off Related Payments
Schedule 2.01           -- Lenders, Commitments, Multicurrency
                           Lenders and Multicurrency Commitments
Schedule 3.06           -- Disclosed Matters
Schedule 3.12           -- Subsidiaries and Material Subsidiaries
Schedule 4.03           -- Credit Agreements
Schedule 6.02           -- Existing Liens
Schedule 6.04(a)        -- Existing Investments
Schedule 6.08           -- Restrictive Agreements


EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance
<PAGE>   7
                                                                               7


Exhibit B-1 -- Form of Opinion of Company's Counsel

Exhibit B-2 -- Form of Opinion of Simpson Thacher & Bartlett

Exhibit C -- Form of Opinion of Borrowing Subsidiary's
                            Counsel

Exhibit D   --    Form of Borrowing Subsidiary Agreement

Exhibit E   --    Form of Borrowing Subsidiary Termination
<PAGE>   8
                        CREDIT AGREEMENT dated as of December 19, 1996, among
                  ACNIELSEN CORPORATION, the BORROWING SUBSIDIARIES party
                  hereto, the LENDERS party hereto, THE NORTHERN TRUST COMPANY,
                  as Co-Agent, and THE CHASE MANHATTAN BANK, as Administrative
                  Agent.



            The parties hereto agree as follows:


                                    ARTICLE I

                                   Definitions

            SECTION 1.01.  Defined Terms.  As used in this Agreement,
the following terms have the meanings specified below:

            "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

            "Administrative Agent" means The Chase Manhattan Bank, in its
capacity as administrative agent for the Lenders hereunder.

            "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

            "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

            "Agreement Currency" has the meaning assigned to such term
in Section 10.14.
<PAGE>   9
                                                                               2


            "Alternate Base Rate" means, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

            "Alternate Procedures" means, with respect to the Multicurrency
Loans in a specified Committed Currency, any alternate notice, funding or
payment procedures approved by the Administrative Agent, the applicable Borrower
and the Multicurrency Lenders and set forth in Schedule 1.01 or in one or more
supplements thereto.

            "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.
<PAGE>   10
                                                                               3


            "Applicable Rate" means, for any day, with respect to any
Eurocurrency Revolving Loan, or with respect to the participation fees or
commitment fees payable hereunder, as the case may be, the applicable rate per
annum set forth below under the caption "Eurocurrency Spread/ Participation Fee
Rate" or "Commitment Fee Rate", as the case may be, based upon the Fixed Charge
Coverage Ratio for the most recently ended period of four fiscal quarters for
which the Company's consolidated financial statements have been delivered
pursuant to Section 5.01(a) or (b):

<TABLE>
<CAPTION>
=========================================================================
                                       Eurocurrency         Commitment Fee
   Fixed Charge Coverage Ratio:           Spread/                Rate
                                   Participation Fee Rate
=========================================================================
<S>                                <C>                      <C>
            Category 1                     1.00%                 .300%
            ----------
      Less than 1.15 to 1.00
=========================================================================
            Category 2                     .750%                 .250%
            ----------
 Greater than or equal to 1.15 to
        1.00 and less than
     or equal to 1.20 to 1.00
=========================================================================
            Category 3                     .500%                 .200%
            ----------
     Greater than 1.20 to 1.00
=========================================================================
</TABLE>

            Each change in the Applicable Rate resulting from a change in the
Fixed Charge Coverage Ratio shall be effective during the period commencing on
and including the date that is the second Business Day after the delivery to the
Administrative Agent pursuant to Section 5.01(a) or (b) of consolidated
financial statements indicating such change and ending on the date immediately
preceding the effective date of the next such change; provided that (a) the
Applicable Rate shall be determined by reference to Category 3 until the earlier
of (i) the date on which the Company delivers its financial statements for the
fiscal year ending December 31, 1996, pursuant to Section 5.01(a) and (ii) March
31, 1997, and (b) subject to Section 2.20, if the Company fails to deliver the
consolidated financial statements required to be delivered by it pursuant to
Section 5.01(a) or (b) and such failure results in an Event of Default
hereunder, the Applicable Rate shall be determined by reference to Category 1
during the period from the expiration of the time for delivery thereof until
such
<PAGE>   11
                                                                               4

consolidated financial statements are delivered, provided, further, that, if the
Company fails to deliver the financial statements for the fiscal year ending
December 31, 1996, pursuant to Section 5.01(a), the Applicable Rate shall be
determined by reference to Category 1 during the period from the expiration of
the time for delivery thereof until such consolidated financial statements are
delivered.

            "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 10.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent
and the Company.

            "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

            "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

            "Borrower" means the Company or any Borrowing Subsidiary.

            "Borrowing" means (a) Revolving Loans of the same Type and currency,
made, converted or continued on the same date and, in the case of Eurocurrency
Loans, as to which a single Interest Period is in effect, (b) a Competitive Loan
or group of Competitive Loans of the same Type made on the same date and as to
which a single Interest Period is in effect or (c) a Swingline Loan.

            "Borrowing Date" means any Business Day specified in a notice
pursuant to Section 2.03, 2.04 or 2.05 as a date on which the relevant Borrower
requests Loans to be made hereunder.

            "Borrowing Request" means a request for a Revolving Borrowing in
accordance with Section 2.03.
<PAGE>   12
                                                                               5

            "Borrowing Subsidiary" means, at any time, any Subsidiary of the
Company designated as a Borrowing Subsidiary by the Company pursuant to Section
2.19 that has not ceased to be a Borrowing Subsidiary pursuant to such Section
or Article VII; provided, that the Company owns or Controls at least 95% of the
ordinary voting power of such Subsidiary.

            "Borrowing Subsidiary Agreement" means a Borrowing Subsidiary
Agreement substantially in the form of Exhibit D.

            "Borrowing Subsidiary Termination" means a Borrowing Subsidiary
Termination substantially in the form of Exhibit E.

            "Brazilian Facility" means that certain Unsecured Revolving Credit
Facility dated as of November 1, 1996, between AC Nielsen Ltda. and The First
National Bank of Boston, providing for unsecured revolving loans not to exceed
at any time $13,000,000.

            "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that (i) when used in connection with a Eurocurrency
Loan, the term "Business Day" shall also exclude any day on which banks are not
open for dealings in deposits in the applicable currency in the London interbank
market and (ii) when used in connection with a Multicurrency Loan, the term
"Business Day" shall also exclude any day on which banks in the jurisdiction
where such Loans are being made and where payments thereof are required to be
made are required by law to remain closed.

            "Calculation Date" means (a) the last Business Day of each calendar
month and such other Business Days during such calendar month as may be notified
by the Company to the Administrative Agent and (b) at any time when the sum of
the Revolving Credit Exposures exceeds 75% of the aggregate amount of the
Lenders' Commitments, the last Business Day of each calendar week.
<PAGE>   13
                                                                               6

            "Capital Expenditures" means, for any period, without duplication
(a) the additions to property, plant and equipment and other capital
expenditures of the Company and its consolidated Subsidiaries that are (or would
be) reflected in a consolidated statement of cash flow of the Company for such
period prepared in accordance with GAAP, and (b) the additions to hardware and
software of the Company and its consolidated Subsidiaries that are (or would be)
reflected in a consolidated statement of cash flow of the Company for such
period prepared in accordance with GAAP.

            "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

            "Cash Interest Expense" means, for any period, Interest Expense paid
in cash during such period.

            "Change in Control" means (a) the acquisition of ownership, directly
or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof), of shares
representing more than 25% of the aggregate ordinary voting power represented by
the issued and outstanding capital stock of the Company; or (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of the
Company by Persons who were neither (i) nominated by the board of directors of
the Company nor (ii) appointed by directors so nominated.

            "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority
<PAGE>   14
                                                                               7

after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.14(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

            "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Competitive Loans or Swingline Loans.

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

            "Commitment" means, with respect to each Lender, the commitment of
such Lender to make Revolving Loans and to acquire participations in
Multicurrency Loans and Swingline Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 10.04. The initial
amount of each Lender's Commitment is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Commitment, as applicable. The initial amount of total Commitments is
$125,000,000.

            "Committed Currency" means (a) Japanese Yen and (b) any other
Eligible Currency that shall be designated by the Company in a notice delivered
to the Administrative Agent and approved by the Administrative Agent and all the
Lenders as a Committed Currency.

            "Company" means ACNielsen Corporation, a Delaware
corporation.

            "Competitive Bid" means an offer by a Lender to make a Competitive
Loan in accordance with Section 2.04.
<PAGE>   15
                                                                               8

            "Competitive Bid Rate" means, with respect to any Competitive Bid,
the Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

            "Competitive Bid Request" means a request for Competitive Bids in
accordance with Section 2.04.

            "Competitive Borrowing" means a Borrowing  comprised of
Competitive Loans.

            "Competitive Loan" means a Loan in dollars made pursuant to
Section 2.04.

            "Competitive Loan Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender's Competitive
Loans at such time.

            "Consolidated Tangible Assets" means the total assets of the Company
and its consolidated Subsidiaries less their consolidated Intangible Assets. For
purposes of this definition, "Intangible Assets" means the amount of (i) all
write-ups in the book value of any asset owned by the Company or a consolidated
Subsidiary and (ii) all unamortized debt discount and expense, unamortized
deferred charges, goodwill, patents, trademarks, service marks, trade names,
copyrights and other intangible assets.

            "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

            "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.
<PAGE>   16
                                                                               9

            "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

            "Dollar Equivalent" means, on any date of determination, with
respect to any amount in any Committed Currency, the equivalent in dollars of
such amount, determined by the Administrative Agent pursuant to Section 1.05(a)
using the Exchange Rate with respect to such Committed Currency then in effect.

            "dollars" or "$" refers to lawful money of the United
States of America.

            "Domestic Borrowing Subsidiary" means any Borrowing Subsidiary
organized under the laws of any jurisdiction in the United States.


            "EBITDA" means, for any period, the consolidated net income of the
Company and its consolidated Subsidiaries for such period plus, to the extent
deducted in computing such consolidated net income for such period, the sum
(without duplication) of (a) income tax expense, (b) Interest Expense, (c)
depreciation and amortization expense, (d) extraordinary losses, (e) the
Spin-Off Related Payments and (f) any other non-cash charges or expenses, minus,
to the extent added in computing such consolidated net income for such period,
(i) consolidated interest income, (ii) extraordinary gains and (iii) any other
non-cash income; provided that (i) EBITDA for the fiscal quarter ended March 31,
1996 shall be deemed to be $4,886,000, (ii) EBITDA for the fiscal quarter ended
June 30, 1996 shall be deemed to be $34,763,000 and (iii) EBITDA for the fiscal
quarter ended September 30, 1996 shall be deemed to be $38,558,000.

            "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 10.02).
<PAGE>   17
                                                                              10

            "Eligible Currency" means at any time any currency (other than
dollars) that is freely tradeable and exchangeable into dollars in the London
market and for which an Exchange Rate can be determined by reference to the
Reuters World Currency Page or another publicly available service for displaying
exchange rates.

            "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

            "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Company or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

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

            "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Company, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

            "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued
<PAGE>   18
                                                                              11

thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived); (b) the existence with respect to any Plan of an
"accumulated funding deficiency" (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section
412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of
the minimum funding standard with respect to any Plan; (d) the incurrence by the
Company or any of its ERISA Affiliates of any liability under Title IV of ERISA
with respect to the termination of any Plan; (e) the receipt by the Company or
any ERISA Affiliate from the PBGC or a plan administrator of any notice relating
to an intention to terminate any Plan or Plans or to appoint a trustee to
administer any Plan; (f) the incurrence by the Company or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal
from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any
ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Company or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

            "Eurocurrency", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the LIBO Rate.

            "Event of Default" has the meaning assigned to such term in
Article VII.

            "Exchange Rate" means, on any day, with respect to any Committed
Currency, the rate at which such Committed Currency may be exchanged into
dollars (and, for purposes of Section 2.13(i), the rate at which dollars may be
exchanged into such Committed Currency), as set forth at approximately 11:00
a.m., London time, on such date on the Reuters World Currency Page for such
Committed Currency or as otherwise determined in accordance with the Alternate
Procedures. In the event that such rate does not appear on any Reuters
<PAGE>   19
                                                                              12

World Currency Page, the Exchange Rate shall be determined by reference to such
other publicly available service for displaying exchange rates as may be agreed
upon by the Administrative Agent and the Company, or, in the absence of such
agreement, such Exchange Rate shall instead be the arithmetic average of the
spot rates of exchange of the Administrative Agent in the market where its
foreign currency exchange operations in respect of such Committed Currency are
then being conducted, at or about 10:00 a.m., local time, on such date for the
purchase of dollars (or such Committed Currency, as the case may be) for
delivery two Business Days later; provided that if at the time of any such
determination, for any reason, no such spot rate is being quoted, the
Administrative Agent may use any reasonable method it deems appropriate to
determine such rate, and such determination shall be presumed correct absent
manifest error.

            "Excluded Taxes" means, with respect to the Administrative Agent,
any Lender or any other recipient of any payment to be made by or on account of
any obligation of any Borrower hereunder, (a) income or franchise taxes imposed
on (or measured by) its net income (including branch profits or similar taxes)
imposed as a result of a present or former connection between such Lender or the
Administrative Agent and the Governmental Authority imposing such tax (other
than any such connection arising solely from such Lender or the Administrative
Agent having executed, delivered or performed its obligations or received a
payment under, or enforced, this Agreement) and (b) in the case of a Foreign
Lender (other than an assignee pursuant to a request by a Borrower under Section
2.18(b)), any withholding tax that is imposed on amounts payable to such Foreign
Lender (i) to the extent it is in effect and would apply as of the date such
Foreign Lender becomes a party to this Agreement or (ii) to the extent it
relates to payments received by a new lending office designated by such Foreign
Lender and is in effect and would apply at the time such lending office is
designated (other than any withholding tax imposed on payments (A) by any
Borrowing Subsidiary that is designated after such Foreign Lender becomes a
party to this Agreement or designates a new lending office or (B) by any
Borrower
<PAGE>   20
                                                                              13

from a Payment Location other than one specifically identified in this Agreement
or any schedule hereto as of the date such Foreign Lender becomes a party to
this Agreement or designates a new lending office), or (iii) that is
attributable to such Foreign Lender's failure to comply with Section 2.16(e),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment), to
receive additional amounts from the applicable Borrower with respect to such
withholding tax pursuant to Section 2.16(a).

            "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

            "Financial Officer" of any Person means the chief financial officer,
treasurer or controller of such Person.

            "Fixed Charge Coverage Ratio" means, for any period, the ratio of
(a) EBITDA for such period to (b) the sum of (i) Cash Interest Expense for such
period, (ii) Capital Expenditures made in cash during such period, (iii) cash
tax payments by the Company and its consolidated Subsidiaries during such
period, (iv) required principal payments (whether at maturity or pursuant to any
amortization, sinking fund or mandatory prepayment, redemption or repurchase
provisions) by the Company and its consolidated Subsidiaries in connection with
Indebtedness for borrowed money or in connection with any Capital Lease
Obligation, provided, that if the Brazilian Facility is
<PAGE>   21
                                                                              14

terminated and all amounts outstanding thereunder are paid in full on or prior
to June 30, 1997, fixed charges with respect to any period during which the
Brazilian Facility is terminated and all amounts outstanding thereunder are paid
in full shall not include any principal payments in respect of the Brazilian
Facility, (v) expenditures in connection with acquisitions of other Persons or
business units, but only to the extent that the consideration paid (other than
consideration paid in equity or through an asset swap or assumption of
indebtedness, in each case as permitted by the terms of this Agreement) in
connection with acquisitions completed during any calendar year exceeds
$10,000,000 and (vi) cash restructuring payments by the Company or its
consolidated Subsidiaries during such period (but only to the extent such
payments exceed $60,000,000 during the term of this Agreement), provided, that
subclauses (i) through (vi) of clause (b) of this definition shall not include
any Spin-Off Related Payment.

            "Fixed Rate" means, with respect to any Competitive Loan (other than
a Eurodollar Competitive Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid.

            "Fixed Rate Loan" means a Competitive Loan bearing interest
at a Fixed Rate.

            "Foreign Lender" means, with respect to any Loan, any Lender making
such Loan that is organized under the laws of a jurisdiction other than the
Relevant Jurisdiction.

            "Foreign Subsidiary" means any Subsidiary that is not organized
under the laws of any jurisdiction in the United States.

            "Funded Indebtedness" means at any date, all Indebtedness for
borrowed money and all Capital Lease Obligations of the Company and its
consolidated Subsidiaries reflected on the consolidated balance sheet of the
Company at such date in accordance with GAAP.

            "GAAP" means generally accepted accounting principles in
the United States of America.
<PAGE>   22
                                                                              15

            "Governmental Authority" means the government of the United States
of America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

            "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

            "Hazardous Materials" means all explosive or radioactive substances
or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

            "Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or
<PAGE>   23
                                                                              16

currency exchange rate or commodity price hedging arrangement.

            "IJDA" means the Indemnity and Joint Defense Agreement dated as of
October 28, 1996, among the Company, The Dun & Bradstreet Corporation and
Cognizant Corporation, as amended by the side letter dated December 10, 1996,
from the Company and confirmed and agreed by The Dun & Bradstreet Corporation
and Cognizant Corporation.

            "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business and amounts payable
to employees in the ordinary course of business), (f) all Indebtedness of others
of the type described in the other clauses of this definition secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (g)
all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease
Obligations of such Person, (i) all obligations, contingent or otherwise, of
such Person as an account party in respect of letters of credit and letters of
guaranty and (j) all obligations, contingent or otherwise, of such Person in
respect of bankers' acceptances. The Indebtedness of any Person shall include
the Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person would under applicable
law or any agreement or instrument be liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such
<PAGE>   24
                                                                              17

Indebtedness provide that such Person shall not be liable therefor.

            "Indemnified Taxes" means Taxes arising from any payment made
hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement other than Excluded Taxes and Other Taxes.

            "Information Statement" means the Information Statement of the
Company and Cognizant Corporation filed with the Securities and Exchange
Commission on October 17, 1996.

            "Interest Election Request" means a request by the relevant Borrower
to convert or continue a Revolving Borrowing in accordance with Section 2.07.

            "Interest Expense" means, for any period, the interest expense of
the Company and its consolidated Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP, including (i) the amortization of
debt discounts to the extent included in interest expense in accordance with
GAAP, (ii) the amortization of all fees (including fees with respect to interest
rate protection agreements or other interest rate hedging arrangements) payable
in connection with the incurrence of Indebtedness to the extent included in
interest expense in accordance with GAAP and (iii) the portion of any rents
payable under capital leases allocable to interest expense in accordance with
GAAP, provided that if the Brazilian Facility is terminated and all amounts
outstanding thereunder are paid in full on or prior to June 30, 1997, Interest
Expense with respect to any period during which the Brazilian Facility is
terminated and all amounts outstanding thereunder are paid in full shall not
include any Interest Expense in respect of the Brazilian Facility.

            "Interest Payment Date" means (a) with respect to any ABR Loan
(other than a Swingline Loan), the last day of each March, June, September and
December, (b) with respect to any Eurocurrency Loan, the last day of the
Interest
<PAGE>   25
                                                                              18

Period applicable to the Borrowing of which such Loan is a part and, in the case
of a Eurocurrency Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period,
(c) with respect to any Fixed Rate Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a
Fixed Rate Borrowing with an Interest Period of more than 90 days' duration
(unless otherwise specified in the applicable Competitive Bid Request), each day
prior to the last day of such Interest Period that occurs at intervals of 90
days' duration after the first day of such Interest Period, and any other dates
that are specified in the applicable Competitive Bid Request as Interest Payment
Dates with respect to such Borrowing, and (d) with respect to any Swingline
Loan, the day that such Loan is required to be repaid.

            "Interest Period" means (a) with respect to any Eurocurrency
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the relevant Borrower may elect and (b) with respect
to any Fixed Rate Borrowing, the period (which shall not be less than one day or
more than 360 days) commencing on the date of such Borrowing and ending on the
date specified in the applicable Competitive Bid Request; provided, that (i) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurocurrency Borrowing only, such next succeeding Business Day would fall
in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period pertaining to a
Eurocurrency Borrowing that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made
and, in the case of
<PAGE>   26
                                                                              19

a Revolving Borrowing, thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.

            "Investment" has the meaning assigned to such term in
Section 6.04.

            "Judgment Currency" has the meaning assigned to such term
in Section 10.14.

            "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a Lender pursuant to an Assignment and Acceptance,
other than any such Person that ceases to be a Lender pursuant to an Assignment
and Acceptance. Unless the context otherwise requires, the term "Lenders"
includes the Multicurrency Lenders and the Swingline Lender.

            "Leverage Ratio" means, at any time, the ratio of (a) Total Debt at
such time to (b) EBITDA minus Capital Expenditures for the most recent period of
four consecutive fiscal quarters of the Company ended at or prior to such time.

            "LIBO Rate" means, with respect to any Eurocurrency Borrowing for
any Interest Period, the rate appearing on Page 3750 (or, in the case of a
Multicurrency Borrowing, the rate appearing on the Page for the applicable
Committed Currency) of the Telerate Service (or on any successor or substitute
page of such Service, or any successor to or substitute for such Service,
providing rate quotations comparable to those currently provided on such page of
such Service, as determined by the Administrative Agent, in consultation with
the Company, from time to time for purposes of providing quotations of interest
rates applicable to dollar deposits (or, in the case of a Multicurrency
Borrowing, deposits in the applicable Committed Currency) in the London
interbank market) at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period, as the rate for dollar
deposits (or the applicable Committed Currency) with a maturity comparable to
such Interest Period. In the event
<PAGE>   27
                                                                              20

that such rate is not available at such time for any reason, then the "LIBO
Rate" with respect to such Eurocurrency Borrowing for such Interest Period shall
be the rate at which the Administrative Agent is offered dollar deposits of
$5,000,000 (or, in the case of a Multicurrency Borrowing, deposits in the
applicable Committed Currency in an amount the Dollar Equivalent of which is
approximately equal to $5,000,000) and for a maturity comparable to such
Interest Period in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

            "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities (other than
securities issued by the Company), any purchase option, call or similar right of
a third party with respect to such securities, except for any such option or
similar right granted in connection with a transaction permitted under Section
6.03.

            "Loans" means the loans made by the Lenders to the
Borrowers pursuant to this Agreement.

            "Margin" means, with respect to any Competitive Loan bearing
interest at a rate based on the LIBO Rate, the marginal rate of interest, if
any, to be added to or subtracted from the LIBO Rate to determine the rate of
interest applicable to such Loan, as specified by the Lender making such Loan in
its related Competitive Bid.

            "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations or financial condition of the Company and the
Subsidiaries taken as a whole, and (b) the rights of or remedies available to
the Lenders under this Agreement.
<PAGE>   28
                                                                              21

            "Material Indebtedness" means Indebtedness (other than the Loans),
or obligations in respect of one or more Hedging Agreements, of the Company and
its Subsidiaries in an aggregate outstanding principal amount exceeding
$10,000,000. For purposes of determining Material Indebtedness, the "principal
amount" of the obligations of the Company or any Subsidiary in respect of any
Hedging Agreement at any time shall be the maximum aggregate amount (giving
effect to any netting agreements) that the Company or such Subsidiary would be
required to pay if such Hedging Agreement were terminated at such time.

            "Material Subsidiary" means any Borrowing Subsidiary and any
Subsidiary (a) the Consolidated Tangible Assets of which exceed 3% of the
Consolidated Tangible Assets of the Company and its consolidated Subsidiaries as
of the end of the most recently completed fiscal year or (b) the Net Revenue of
which exceeds 3% of the Net Revenue of the Company and its consolidated
Subsidiaries for the most recently completed fiscal year; provided, that (i) any
Subsidiary that directly or indirectly owns a Material Subsidiary shall itself
be a Material Subsidiary and (ii) in the event Subsidiaries that would otherwise
not be Material Subsidiaries shall in the aggregate account for a percentage in
excess of 10% of the Consolidated Tangible Assets or 10% of the Net Revenue of
the Company and its consolidated Subsidiaries as of the end of and for the most
recently completed fiscal year, then one or more of such Subsidiaries designated
by the Company (or, if the Company shall make no designation, one or more of
such Subsidiaries in descending order based on their respective contributions to
Consolidated Tangible Assets), shall be included as Material Subsidiaries to the
extent necessary to eliminate such excess.

            "Maturity Date" means December 17, 1999.

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

            "Multicurrency Borrowing" means a Borrowing comprised of
Multicurrency Loans.
<PAGE>   29
                                                                              22

            "Multicurrency Commitment" means, with respect to each Multicurrency
Lender, the commitment of such Lender (expressed in dollars) to make
Multicurrency Loans, expressed as an amount representing the maximum aggregate
Dollar Equivalent of the principal amount of such Lender's outstanding
Multicurrency Loans, as such commitment may be (a) reduced from time to time
pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 10.04. The initial
amount of each Multicurrency Lender's Multicurrency Commitment is set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its Multicurrency Commitment, as applicable. The initial
amount of the Multicurrency Commitments is $30,000,000.

            "Multicurrency Equivalent" means, on any date of determination, with
respect to any amount in dollars, the equivalent in the relevant Committed
Currency of such amount, determined by the Administrative Agent using the
Exchange Rate with respect to such Committed Currency then in effect as
determined pursuant to Section 1.05(a).

            "Multicurrency Lenders" means the Lenders designated as such on
Schedule 2.01 and any other Person that shall become a Multicurrency Lender
pursuant to an Assignment and Acceptance, other than any such Person that ceases
to be a Multicurrency Lender pursuant to an Assignment and Acceptance.

            "Multicurrency Loan" means a Revolving Loan denominated in
a Committed Currency.

            "Multicurrency Loan Exposure" means, with respect to any Lender at
any time, such Lender's Applicable Percentage of the Dollar Equivalent of the
aggregate principal amount of the outstanding Multicurrency Loans.

            "Multiemployer Plan" means a multiemployer plan as defined
in Section 4001(a)(3) of ERISA.
<PAGE>   30
                                                                              23

            "Net Cash" means all cash and cash equivalents of the Company minus
Funded Indebtedness and the Spin-Off Related Payments.

            "Net Revenue" means, with respect to any Person for any period, the
net revenue of such Person and its consolidated subsidiaries, determined on a
consolidated basis in accordance with GAAP for such period.

            "Obligations" means the obligations of each of the Borrowing
Subsidiaries under this Agreement and the Borrowing Subsidiary Agreements with
respect to the payment of (i) the principal of and interest on the Loans to each
such Borrowing Subsidiary when and as due, whether at maturity, by acceleration,
upon one or more dates set for prepayment or otherwise and (ii) all other
monetary obligations of each of the Borrowing Subsidiaries hereunder and
thereunder.

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

            "Payment Location" means an office, branch or other place
of business of any Borrower.

            "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions.

            "Permitted Acquisitions" means any acquisition by the Company or any
of its Subsidiaries; provided that (i) at the time thereof and after giving
effect thereto no Default shall have occurred and be continuing, (ii) the
aggregate amount (or, in the case of consideration consisting of assets, fair
market value) of the consideration paid by the Company and its Subsidiaries
shall not exceed $50,000,000 on a cumulative basis for all such acquisitions
subsequent to the date hereof, (iii) the Company would be in compliance
<PAGE>   31
                                                                              24

with Sections 6.11, 6.12 and 6.13 for the most recent calculation period and as
of the last day thereof as if such acquisition had been consummated at the
beginning of such calculation period, (iv) the Company shall deliver to the
Administrative Agent a certificate of a Financial Officer of the Company setting
forth calculations in reasonable detail demonstrating compliance with the
conditions set forth in clause (ii) and (iii) above); and (v) in the case of any
such acquisition of any capital stock of or other ownership interests in any
Person which is not then a Subsidiary of the Company, such acquisition will
result in such Person becoming a Subsidiary of the Company.

            "Permitted Encumbrances" means:

            (a) Liens imposed by law for taxes that are not yet due or
      are being contested in compliance with Section 5.04;

            (b) carriers', warehousemen's, mechanics', materialmen's,
      repairmen's and other like Liens imposed by law, arising in the ordinary
      course of business and securing obligations that are not overdue by more
      than 60 days or are being contested in compliance with Section 5.04;

            (c) pledges and deposits made in the ordinary course of business in
      compliance with workers' compensation, unemployment insurance and other
      social security laws or regulations;

            (d) deposits to secure the performance of bids, trade contracts,
      leases, statutory obligations, surety and appeal bonds, performance bonds
      and other obligations of a like nature, in each case in the ordinary
      course of business, and deposits securing liabilities to insurance
      carriers under insurance or self-insurance arrangements; and

            (e) easements, zoning restrictions, rights-of-way and similar
      encumbrances on real property imposed by law or arising in the ordinary
      course of business that
<PAGE>   32
                                                                              25

      do not secure any monetary obligations and do not materially detract from
      the value of the affected property or interfere with the ordinary conduct
      of business of the Company or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

            "Permitted Investments" means:

            (a) direct obligations of, or obligations the principal of and
      interest on which are unconditionally guaranteed by, the United States of
      America (or by any agency thereof to the extent such obligations are
      backed by the full faith and credit of the United States of America), in
      each case maturing within one year from the date of acquisition thereof;

            (b) investments in commercial paper maturing within 270 days from
      the date of acquisition thereof and having, at such date of acquisition,
      the highest credit rating obtainable from S&P or from Moody's;

            (c) investments in certificates of deposit, banker's acceptances and
      time deposits maturing within 180 days from the date of acquisition
      thereof issued or guaranteed by or placed with, and money market deposit
      accounts issued or offered by, any Lender or any domestic office of any
      commercial bank organized under the laws of the United States of America
      or any State thereof which has a combined capital and surplus and
      undivided profits of not less than $500,000,000; and

            (d) fully collateralized repurchase agreements with a term of not
      more than 30 days for securities described in clause (a) above and entered
      into with a financial institution satisfying the criteria described in
      clause (c) above.

            "Person" means any natural person, corporation, limited liability
company, trust, joint venture,
<PAGE>   33
                                                                              26

association, company, partnership, Governmental Authority or other entity.

            "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) (i) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA and (ii) in respect of which the
Company or any ERISA Affiliate is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

            "Prime Rate" means the rate of interest per annum publicly announced
from time to time by The Chase Manhattan Bank as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

            "Register" has the meaning set forth in Section 10.04.

            "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

            "Relevant Jurisdiction" means (i) in the case of any Loan to the
Company or any Domestic Borrowing Subsidiary, the United States of America, and
(ii) in the case of any Loan to any other Borrowing Subsidiary, the jurisdiction
imposing (or having the power to impose) withholding tax on payments by such
Borrowing Subsidiary under this Agreement.

            "Required Lenders" means, at any time, Lenders having Revolving
Credit Exposures and unused Commitments representing at least 51% of the sum of
the total Revolving Credit Exposures and unused Commitments at such time;
provided that, for purposes of declaring the Loans to be due and payable
pursuant to Article VII, and for all purposes after the Loans become due and
payable pursuant to Article VII or the Commitments expire or terminate, the
<PAGE>   34
                                                                              27

total Competitive Loan Exposures of the Lenders shall be included in their
respective Revolving Credit Exposures in determining the Required Lenders.

            "Reset Date" has the meaning set forth in Section 1.05(a).

            "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any shares of
any class of capital stock of the Company, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such shares of capital stock of the Company or of any option,
warrant or other right to acquire any such shares of capital stock of the
Company or any voluntary prepayments or redemptions in respect of any
Indebtedness (other than any intercompany Indebtedness) at a time while an Event
of Default shall have occurred and be continuing.

            "Revolving Borrowing" means a Borrowing comprised of
Revolving Loans.

            "Revolving Credit Exposure" means, with respect to any Lender at any
time, the sum at such time, without duplication, of (a) the outstanding
principal amount of such Lender's Revolving Loans (excluding Multicurrency
Loans, except to the extent such Lender shall have acquired a participation
therein pursuant to Section 2.01(d)), (b) such Lender's Multicurrency Loan
Exposure (other than the portion thereof attributable to Loans in which such
Lender shall have acquired a participation pursuant to Section 2.01(d)) and (c)
such Lender's Swingline Exposure at such time.

            "Revolving Loan" means a Loan made pursuant to Section 2.03.

            "S&P" means Standard & Poor's.

            "Spin-Off" means the distribution by The Dun & Bradstreet
Corporation, to the holders of its common stock,
<PAGE>   35
                                                                              28

of all outstanding shares of common stock of the Company and Cognizant
Corporation, and all related transactions, including execution and delivery of
any agreements between The Dun & Bradstreet Corporation, Cognizant Corporation
or any subsidiary on the one hand, and the Company or any Subsidiary thereof on
the other hand.

            "Spin-Off Information" means the Information Statement and the pro
forma financial statements and projections of the Company after the Spin-Off,
each of which have been delivered to the Lenders prior to the date hereof.

            "Spin-Off Related Payments" means the payments described on
Schedule 1.01(a).

            "Statutory Reserve Rate" means, with respect to any currency, a
fraction (expressed as a decimal), the numerator of which is the number one and
the denominator of which is the number one minus the aggregate of the maximum
reserve, liquid asset or similar percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by any
Governmental Authority of the jurisdiction of such currency to which banks in
such jurisdiction are subject for any category of deposits or liabilities
customarily used to fund loans in such currency or by reference to which
interest rates applicable to Loans in such currency are determined. Such
reserve, liquid asset or similar percentages shall, in the case of dollars,
include those imposed pursuant to Regulation D of the Board. Eurocurrency Loans
shall be deemed to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under Regulation D or any other applicable law, rule or
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

            "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of
<PAGE>   36
                                                                              29

the parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership, more than 50% of the general partnership interests are, as of
such date, owned, controlled or held.

            "Subsidiary" means any subsidiary of the Company.

            "Swingline Exposure" means, at any time, the aggregate principal
amount of all Swingline Loans outstanding at such time. The Swingline Exposure
of any Lender at any time shall be its Applicable Percentage of the total
Swingline Exposures at such time.

            "Swingline Lender" means The Chase Manhattan Bank, in its capacity
as lender of Swingline Loans hereunder.

            "Swingline Loan" means a Loan in dollars made pursuant to
Section 2.05.

            "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

            "Total Debt" means, at any date, all indebtedness (including all
Capital Lease Obligations) of the Company and its consolidated Subsidiaries at
such date to the extent such indebtedness should be reflected on the
consolidated balance sheet of the Company (excluding any such items which appear
only in the notes to such consolidated balance sheet) at such date in accordance
with GAAP.

            "Transactions" means the execution, delivery and performance by the
Borrowers of this Agreement and the Borrowing Subsidiary Agreements, the
borrowing of Loans and the use of the proceeds thereof.
<PAGE>   37
                                                                              30

            "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the LIBO Rate, the Alternate Base Rate
or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a Fixed
Rate.

            "Wholly Owned Subsidiary" means a subsidiary all the capital stock
of which (other than directors' qualifying shares) is owned by the Company or
another Wholly Owned Subsidiary.

            "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

            SECTION 1.02. Classification of Loans and Borrowings. For purposes
of this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurocurrency Loan") or by Class and Type
(e.g., a "Eurocurrency Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurocurrency Borrowing") or by Class and Type (e.g., a "Eurocurrency Revolving
Borrowing").

            SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to
<PAGE>   38
                                                                              31

any Person shall be construed to include such Person's successors and assigns,
(c) the words "herein", "hereof" and "hereunder", and words of similar import,
shall be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (d) all references herein to Articles, Sections ,
Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e) the words "asset" and
"property" shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.

            SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Company notifies the Administrative Agent that the Company requests
an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Company
that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

            SECTION 1.05. Exchange Rates. (a) Not later than 1:00 p.m., New York
City time, on each Calculation Date, the Administrative Agent shall (i)
determine the Exchange Rate as of such Calculation Date with respect to each
Committed Currency and (ii) give notice thereof to the Lenders and the Company.
The Exchange Rates so determined shall become effective on the first Business
Day immediately following the relevant Calculation Date (a "Reset Date"), shall
remain effective until the next succeeding Reset Date, and shall for all
purposes of this Agreement (other than
<PAGE>   39
                                                                              32

Section 2.01(d), Section 2.07(e), Section 2.13(i), Section 2.14(g)(ii), Section
10.14 or any other provision expressly requiring the use of a current Exchange
Rate) be the Exchange Rates employed in converting any amounts between dollars
and Committed Currencies.

            (b) Not later than 5:00 p.m., New York City time, on each Reset Date
and each Borrowing Date with respect to Multicurrency Loans, the Administrative
Agent shall (i) determine the Dollar Equivalent of the aggregate principal
amount of the Multicurrency Loans then outstanding (after giving effect to any
Multicurrency Loans made or repaid on such date) and (ii) notify the Lenders and
the Company of the results of such determination.


                                   ARTICLE II

                                   The Credits

            SECTION 2.01. Commitments. (a) Subject to the terms and conditions
set forth herein, each Lender agrees to make Revolving Loans, denominated in
dollars, to any Borrower from time to time during the Availability Period in an
aggregate principal amount that will not result in (i) such Lender's Revolving
Credit Exposure exceeding such Lender's Commitment or (ii) the aggregate amount
of the Lenders' Revolving Credit Exposures and Competitive Loan Exposures
exceeding the aggregate amount of the Lenders' Commitments.

            (b) Subject to the terms and conditions set forth herein, each
Multicurrency Lender agrees to make Multicurrency Loans, denominated in any
Committed Currency, to any Borrower from time to time during the Availability
Period in an aggregate principal amount that will not result in (i) the Dollar
Equivalent of the aggregate principal amount of the Multicurrency Loans of any
Multicurrency Lender exceeding such Lender's Multicurrency Commitment, (ii) the
Dollar Equivalent of the aggregate principal amount of all outstanding
Multicurrency Loans exceeding $30,000,000, (iii) any Lender's Revolving Credit
Exposure
<PAGE>   40
                                                                              33

exceeding such Lender's Commitment or (iv) the aggregate amount of the
Lenders' Revolving Credit Exposures and Competitive Loan Exposures exceeding the
aggregate amount of the Lenders' Commitments.

            (c) Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrowers may borrow, prepay and reborrow
Revolving Loans.

            (d) In the event that any Multicurrency Borrowing shall be
outstanding and (i) the principal of or interest on such Multicurrency Borrowing
shall not be paid within three Business Days after the date on which it is due
and the Multicurrency Lenders holding a majority in interest of the outstanding
Multicurrency Loans of which such Multicurrency Borrowing is comprised shall
deliver to the Administrative Agent a request that the provisions of this
paragraph take effect with respect to such Borrowing or (ii) the Commitments
shall be terminated or the Loans accelerated pursuant to Article VII, then (w)
each Lender shall acquire at face value a participation in the Obligations of
the applicable Borrower in respect of the principal of and interest on such
Multicurrency Borrowing equal to its Applicable Percentage of such Obligations,
(x) such Obligations shall without further action be converted into Obligations
denominated in dollars at the applicable Exchange Rate on the date of such
conversion, as determined by the Administrative Agent in accordance with the
terms hereof, (y) such converted obligations will bear interest at the rate
applicable to overdue ABR Borrowings under Section 2.12(d) and (z) each Lender
shall pay the purchase price for its Applicable Percentage of the dollar amount
thereof by wire transfer of immediately available funds in dollars to the
Administrative Agent in the manner provided in Section 2.06 (and the
Administrative Agent shall promptly wire the amounts so received to the
Multicurrency Lenders ratably in accordance with their respective Multicurrency
Loans comprising such Multicurrency Borrowing). Upon any event specified in
clause (ii) above, the Multicurrency Commitments shall be permanently
terminated. The obligations of the Lenders to acquire and pay for participations
in Multicurrency Borrowings pursuant to this
<PAGE>   41
                                                                              34

paragraph shall be absolute and unconditional under any and all circumstances.

            SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan (other
than a Multicurrency Loan) shall be made as part of a Borrowing consisting of
Revolving Loans denominated in dollars and made by the Lenders ratably in
accordance with their respective Commitments. Each Multicurrency Loan shall be
made as part of a Borrowing consisting of Multicurrency Loans denominated in the
same Committed Currency and made by the Multicurrency Lenders ratably in
accordance with their Multicurrency Commitments. Each Competitive Loan shall be
made in accordance with the procedures set forth in Section 2.04. The failure of
any Lender to make any Loan required to be made by it shall not relieve any
other Lender of its obligations hereunder; provided that the Commitments of the
Lenders and the Multicurrency Commitments of the Multicurrency Lenders are
several and no Lender shall be responsible for any other Lender's failure to
make Loans as required.

            (b) Subject to Section 2.13, (i) each Revolving Borrowing (other
than a Multicurrency Borrowing) shall be comprised entirely of Eurocurrency
Loans or ABR Loans as the applicable Borrower may request in accordance
herewith, (ii) each Multicurrency Borrowing shall be comprised of Eurocurrency
Loans and (iii) each Competitive Borrowing shall be comprised entirely of
Eurocurrency Competitive Loans or Fixed Rate Loans as the applicable Borrower
may request in accordance herewith. Each Swingline Loan shall be an ABR Loan.
Each Lender at its option may make any Eurocurrency Loan by causing any domestic
or foreign branch or Affiliate of such Lender to make such Loan; provided that
any exercise of such option shall not affect the obligation of any Borrower to
repay such Loan in accordance with the terms of this Agreement.

            (c) At the commencement of each Interest Period for any Eurocurrency
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is at
least $1,000,000 (or the Dollar Equivalent thereof) and, in the case of a
Borrowing denominated in dollars, an integral multiple of
<PAGE>   42
                                                                              35

$1,000,000. At the time that each ABR Revolving Borrowing is made, such
Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000; provided that an ABR Revolving Borrowing may be in an aggregate
amount that is equal to the entire unused balance of the total Commitments. Each
Competitive Borrowing shall be in an aggregate amount that is at least
$5,000,000 and an integral multiple of $1,000,000. Each Swingline Loan shall be
in an amount that is an integral multiple of $500,000. Borrowings of more than
one Type and Class may be outstanding at the same time; provided that there
shall not at any time be more than a total of 10 Eurocurrency Revolving
Borrowings outstanding.

            (d) Notwithstanding any other provision of this Agreement, no
Borrower shall be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date.

            SECTION 2.03. Requests for Revolving Borrowings. To request a
Revolving Borrowing, a Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurocurrency Borrowing (other than a
Multicurrency Borrowing), not later than 11:00 a.m., New York City time, three
Business Days before the date of the proposed Borrowing, (b) in the case of a
Multicurrency Borrowing, not later than 10:00 a.m., London time, three Business
Days before the date of the proposed Borrowing (or at such other time as shall
be specified in the Alternate Procedures) or (c) in the case of an ABR
Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the applicable Borrower. Each
such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:

            (i) the aggregate amount of the requested Borrowing;
<PAGE>   43
                                                                              36

            (ii) the date of such Borrowing, which shall be a Business
      Day;

            (iii) whether such Borrowing is to be an ABR Borrowing or a
      Eurocurrency Borrowing;

            (iv) in the case of a Eurocurrency Borrowing, the initial Interest
      Period to be applicable thereto, which shall be a period contemplated by
      the definition of the term "Interest Period", and the currency of such
      Borrowing, which shall be dollars or a Committed Currency; and

            (v) the location and number of the relevant Borrower's account to
      which funds are to be disbursed, which shall comply with the requirements
      of Section 2.06.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no currency is
specified with respect to any requested Eurocurrency Revolving Borrowing, then
the relevant Borrower shall be deemed to have selected dollars. If no Interest
Period is specified with respect to any requested Eurocurrency Revolving
Borrowing, then the relevant Borrower shall be deemed to have selected an
Interest Period of one month's duration. Promptly following receipt of a
Borrowing Request in accordance with this Section , the Administrative Agent
shall advise each Lender of the details thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing.
<PAGE>   44
                                                                              37

            SECTION 2.04. Competitive Bid Procedure. (a) Subject to the terms
and conditions set forth herein, from time to time during the Availability
Period any Borrower may request Competitive Bids for Competitive Loans
denominated in dollars and may (but shall not have any obligation to) accept
Competitive Bids and borrow Competitive Loans; provided that the sum of the
Revolving Credit Exposures and the Competitive Loan Exposures at any time shall
not exceed the aggregate amount of the Lenders' Commitments. To request
Competitive Bids, a Borrower shall notify the Administrative Agent of such
request by telephone, in the case of a Eurocurrency Borrowing, not later than
11:00 a.m., New York City time, four Business Days before the date of the
proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later than
10:00 a.m., New York City time, one Business Day before the date of the proposed
Borrowing; provided that the Borrowers may submit jointly up to (but not more
than) three Competitive Bid Requests on the same day, but a Competitive Bid
Request shall not be made within five Business Days after the date of any
previous Competitive Bid Request, unless any and all such previous Competitive
Bid Requests shall have been withdrawn or all Competitive Bids received in
response thereto rejected. Each such telephonic Competitive Bid Request shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Competitive Bid Request in a form approved by the Administrative Agent
and signed by the applicable Borrower. Each such telephonic and written
Competitive Bid Request shall specify the following information in compliance
with Section 2.02:

            (i) the aggregate amount of the requested Borrowing;

            (ii) the date of such Borrowing, which shall be a Business
      Day;

            (iii) whether such Borrowing is to be a Eurocurrency
      Borrowing or a Fixed Rate Borrowing;
<PAGE>   45
                                                                              38

            (iv) the Interest Period to be applicable to such Borrowing, which
      shall be a period contemplated by the definition of the term "Interest
      Period"; and

            (v) the location and number of the relevant Borrower's account to
      which funds are to be disbursed, which shall comply with the requirements
      of Section 2.06.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section , the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

            (b) Each Lender may (but shall not have any obligation to) make one
or more Competitive Bids to any Borrower in response to a Competitive Bid
Request. Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent by
telecopy, in the case of a Eurocurrency Competitive Borrowing, not later than
9:30 a.m., New York City time, three Business Days before the proposed date of
such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later
than 9:30 a.m., New York City time, on the proposed date of such Competitive
Borrowing. Competitive Bids that do not conform substantially to the form
approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the applicable Lender as
promptly as practicable. Each Competitive Bid shall specify (i) the principal
amount (which shall be a minimum of $5,000,000 and which may equal the entire
principal amount of the Competitive Borrowing requested by the applicable
Borrower) of the Competitive Loan or Loans that the Lender is willing to make,
(ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make
such Loan or Loans (expressed as a percentage rate per annum in the form of a
decimal to no more than four decimal places) and (iii) the Interest Period
applicable to each such Loan and the last day thereof.
<PAGE>   46
                                                                              39

            (c) The Administrative Agent shall promptly notify the relevant
Borrower by telecopy of the Competitive Bid Rate and the principal amount
specified in each Competitive Bid and the identity of the Lender that shall have
made such Competitive Bid.

            (d) Subject only to the provisions of this paragraph, a Borrower may
accept or reject any Competitive Bid. The relevant Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, in the case of a Eurocurrency Competitive
Borrowing, not later than 10:30 a.m., New York City time, three Business Days
before the date of the proposed Competitive Borrowing, and in the case of a
Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the
proposed date of the Competitive Borrowing; provided that (i) the failure of
such Borrower to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) such Borrower shall not accept a Competitive Bid made at a
particular Competitive Bid Rate if such Borrower rejects a Competitive Bid made
at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive
Bids accepted by such Borrower shall not exceed the aggregate amount of the
requested Competitive Borrowing specified in the related Competitive Bid
Request, (iv) to the extent necessary to comply with clause (iii) above, such
Borrower may accept Competitive Bids at the same Competitive Bid Rate in part,
which acceptance, in the case of multiple Competitive Bids at such Competitive
Bid Rate, shall be made pro rata in accordance with the amount of each such
Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive
Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in
a minimum principal amount of $5,000,000; provided further that if a Competitive
Loan must be in an amount less than $5,000,000 because of the provisions of
clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000, and
in calculating the pro rata allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv)
the amounts shall be rounded to integral multiples of $1,000,000 in a
<PAGE>   47
                                                                              40

manner determined by such Borrower. A notice given by any Borrower pursuant to
this paragraph shall be irrevocable.

            (e) The Administrative Agent shall promptly notify each bidding
Lender by telecopy whether or not its Competitive Bid has been accepted (and, if
so, the amount and Competitive Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive Loan in respect of which its Competitive Bid has been accepted.

            (f) If the Administrative Agent shall elect to submit a Competitive
Bid in its capacity as a Lender, it shall submit such Competitive Bid directly
to the relevant Borrower at least one quarter of an hour earlier than the time
by which the other Lenders are required to submit their Competitive Bids to the
Administrative Agent pursuant to paragraph (b) of this Section .

            SECTION 2.05. Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
in dollars to the Company from time to time during the Availability Period, in
an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of outstanding Swingline Loans exceeding
$5,000,000 or (ii) the aggregate Revolving Credit Exposures and Competitive Loan
Exposures exceeding the aggregate amount of the Lenders' Commitments; provided
that the Swingline Lender shall not be required to make a Swingline Loan to
refinance an outstanding Swingline Loan. Within the foregoing limits and subject
to the terms and conditions set forth herein, the Company may borrow, prepay and
reborrow Swingline Loans.

            (b) To request a Swingline Loan, the Company shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 12:00 noon, New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline
<PAGE>   48
                                                                              41

Lender of any such notice received from the Company. The Swingline Lender shall
make each Swingline Loan available to the Company by means of a credit to the
general deposit account of the Company with the Swingline Lender by 3:00 p.m.,
New York City time, on the requested date of such Swingline Loan or to such
other account as may be specified in the applicable Borrowing Request.

            (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on any
Business Day require the Lenders to acquire participations on such Business Day
in all or a portion of the Swingline Loans outstanding. Such notice shall
specify the aggregate amount of Swingline Loans in which Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent will
give notice thereof to each Lender, specifying in such notice such Lender's
Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the Administrative Agent, for the account of the Swingline Lender,
such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever. Each Lender shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same manner as
provided in Section 2.06 with respect to Loans made by such Lender (and Section
2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders),
and the Administrative Agent shall promptly pay to the Swingline Lender the
amounts so received by it from the Lenders. The Administrative Agent shall
notify the Company of any participations in any Swingline Loan acquired pursuant
to this paragraph, and thereafter payments in respect of such Swingline Loan
shall be made to the Administrative Agent and not to the Swingline Lender. Any
amounts received by the
<PAGE>   49
                                                                              42

Swingline Lender from the Company (or other party on behalf of the Company) in
respect of a Swingline Loan after receipt by the Swingline Lender of the
proceeds of a sale of participations therein shall be promptly remitted to the
Administrative Agent; any such amounts received by the Administrative Agent
shall be promptly remitted by the Administrative Agent to the Lenders that shall
have made their payments pursuant to this paragraph and to the Swingline Lender,
as their interests may appear. The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not relieve the Company of any default in
the payment thereof.

            SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each
Loan (other than a Multicurrency Loan) to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds by 12:00
noon, New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders; provided
that Swingline Loans shall be made as provided in Section 2.05. The
Administrative Agent will make such Loans available to the relevant Borrower by
promptly crediting the amounts so received, in like funds, to an account of the
Company maintained with the Administrative Agent in New York City and designated
by such Borrower in the applicable Borrowing Request or Competitive Bid Request
or to such other account as may be specified in the applicable Borrowing Request
or Competitive Bid Request. Each Multicurrency Lender shall make each
Multicurrency Loan to be made by it hereunder on the proposed date thereof by
wire transfer of such immediately available funds as may then be customary for
the settlement of international transactions in the applicable Committed
Currency, by 11:00 a.m., London time, to the account of the Administrative Agent
most recently designated by it for such purpose by notice to the Multicurrency
Lenders (or by such other time and to such other account as shall be specified
in the Alternate Procedures). The Administrative Agent will make such
Multicurrency Loans available to the relevant Borrower by promptly crediting the
amounts so received, in like funds, to an account of the Company maintained with
the Administrative Agent in London
<PAGE>   50
                                                                              43

(or, in the case of any Multicurrency Loan, in each other city as shall be
designated in the Alternate Procedures) and designated by such Borrower in the
applicable Borrowing Request or Competitive Bid Request or to such other account
as may be specified in the applicable Borrowing Request or Competitive Bid
Request.

            (b) Unless the Administrative Agent shall have received notice from
a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the relevant
Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and each Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available
to the relevant Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, (x) the Federal Funds
Effective Rate (in the case of a Borrowing in dollars) and (y) the rate
reasonably determined by the Administrative Agent to be the cost to it of
funding such amount (in the case of a Borrowing in a Committed Currency) or (ii)
in the case of such Borrower, the interest rate applicable to the subject Loan.
If such Lender pays such amount to the Administrative Agent, then such amount
shall constitute such Lender's Loan included in such Borrowing and the
Administrative Agent shall return to any Borrower any amount (including
interest) paid by such Borrower to the Administrative Agent pursuant to this
paragraph.

            SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurocurrency Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request.
<PAGE>   51
                                                                              44

Thereafter, the relevant Borrower may elect to convert such Borrowing to a
different Type or to continue such Borrowing and, in the case of a Eurocurrency
Revolving Borrowing, may elect Interest Periods therefor, all as provided in
this Section . A Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate
Borrowing. This Section shall not apply to Competitive Borrowings or Swingline
Borrowings, which may not be converted or continued. Notwithstanding any
contrary provision herein, this Section shall not be construed to permit any
Borrower to (i) change the currency of any Borrowing or (ii) convert any
Multicurrency Borrowing to an ABR Borrowing.

            (b) To make an election pursuant to this Section , a Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if such Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
relevant Borrower.

            (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

            (i) the Borrowing to which such Interest Election Request applies
      and, if different options are being elected with respect to different
      portions thereof, the portions thereof to be allocated to each resulting
      Borrowing (in which case the information to be specified pursuant to
      clauses (iii) and (iv) below shall be specified for each resulting
      Borrowing);
<PAGE>   52
                                                                              45

            (ii) the effective date of the election made pursuant to such
      Interest Election Request, which shall be a Business Day;

            (iii) whether the resulting Borrowing is to be an ABR
      Borrowing or a Eurocurrency Borrowing; and

            (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the
      Interest Period to be applicable thereto after giving effect to such
      election, which shall be a period contemplated by the definition of the
      term "Interest Period".

If any such Interest Election Request requests a Eurocurrency Borrowing but does
not specify an Interest Period, then such Borrower shall be deemed to have
selected an Interest Period of one month's duration.

            (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

            (e) If the relevant Borrower fails to deliver a timely Interest
Election Request with respect to a Eurocurrency Revolving Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing (unless such Borrowing is a Multicurrency
Borrowing, in which case such Borrowing shall become due and payable on the last
day of such Interest Period). Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Required Lenders, so notifies the Company, then, so long
as an Event of Default is continuing (i) no outstanding Revolving Borrowing may
be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid,
each Eurocurrency Revolving Borrowing (other than a Multicurrency Borrowing)
shall be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto and (iii) each Multicurrency
<PAGE>   53
                                                                              46

Borrowing shall be converted into an ABR Loan at the Exchange Rate determined by
the Administrative Agent on the last day of the Interest Period applicable
thereto.

            SECTION 2.08.  Termination and Reduction of Commitments.
(a)  Unless previously terminated, the Commitments and the
Multicurrency Commitments shall terminate on the Maturity Date.

            (b) The Company may at any time terminate, or from time to time
reduce, the Commitments or the Multicurrency Commitments; provided that (i) each
reduction of the Commitments or the Multicurrency Commitments shall be in an
amount that is an integral multiple of $1,000,000 and (ii) the Company shall not
terminate or reduce the Commitments if, after giving effect to any concurrent
prepayment of the Loans in accordance with Section 2.10, the aggregate Revolving
Credit Exposures and Competitive Loan Exposures would exceed the aggregate
amount of the Lenders' Commitments.

            (c) The Company shall notify the Administrative Agent of any
election to terminate or reduce the Commitments or the Multicurrency Commitments
under paragraph (b) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and
the effective date thereof. Promptly following receipt of any notice, the
Administrative Agent shall advise the Lenders of the contents thereof. Each
notice delivered by the Company pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Commitments delivered by the
Company may state that such notice is conditioned upon the effectiveness of
other credit facilities, in which case such notice may be revoked by the Company
(by notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied. Any termination or reduction of the
Commitments or the Multicurrency Commitments shall be permanent. Each reduction
of the Commitments or the Multicurrency Commitments shall be made ratably among
the Lenders or the Multicurrency Lenders, as the case may be, in accordance
<PAGE>   54
                                                                              47

with their respective Commitments or Multicurrency Commitments.

            SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) Each
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender or Multicurrency Lender, as applicable, the then
unpaid principal amount of each Revolving Loan of such Borrower on the Maturity
Date, (ii) to the Administrative Agent for the account of each Lender the then
unpaid principal amount of each Competitive Loan of such Lender made to such
Borrower on the last day of the Interest Period applicable to such Loan and
(iii) to the Swingline Lender the then unpaid principal amount of each Swingline
Loan of such Borrower on the earlier of the Maturity Date and the first date
after such Swingline Loan is made that is the 15th or last day of a calendar
month and is at least two Business Days after the day such Swingline Loan is
made; provided that on each date that a Revolving Borrowing in dollars is made
by a Borrower, such Borrower shall repay all Swingline Loans of such Borrower
then outstanding.

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

            (c) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Class and Type
(and, in the case of a Multicurrency Loan, the currency) thereof and the
Interest Period (if any) applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from each Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be
<PAGE>   55
                                                                              48

prima facie evidence of the existence and amounts of the obligations recorded
therein; provided that the failure of any Lender or the Administrative Agent to
maintain such accounts or any error therein shall not in any manner affect the
obligation of any Borrower to repay the Loans in accordance with the terms of
this Agreement.

            (e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, each Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent and the Company. Thereafter, the Loans
evidenced by each such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 10.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

            SECTION 2.10. Prepayment of Loans. (a) Any Borrower shall have the
right at any time and from time to time to prepay any Borrowing of such Borrower
in whole or in part, subject to prior notice in accordance with paragraph (d) of
this Section ; provided that no Borrower shall have the right to prepay any
Competitive Loan without the prior consent of the Lender thereof.

            (b) If, on the last day of any Interest Period for any Borrowing,
the aggregate amount of the Revolving Credit Exposures and Competitive Loan
Exposures exceeds the aggregate amount of the Lenders' Commitments, the relevant
Borrower shall, on such day, prepay Revolving Loans in an amount equal to the
lesser of (i) such excess and (ii) the amount of such Borrowing. If, on any
Reset Date, the aggregate amount of the Revolving Credit Exposures and
Competitive Loan Exposures exceeds 105% of the aggregate amount of the Lenders'
Commitments, then the Borrowers shall, not later than the next Business Day,
prepay one or more Revolving Borrowings in an aggregate principal amount equal
to the excess, if any, of the aggregate amount of the
<PAGE>   56
                                                                              49

Revolving Credit Exposures and Competitive Loan Exposures (as of such Reset
Date) over the aggregate amount of the Lenders' Commitments.

            (c) If, on the last day of any Interest Period for any Multicurrency
Borrowing, the Dollar Equivalent of the aggregate principal amount of
outstanding Multicurrency Loans exceeds $30,000,000, the relevant Borrower
shall, on such day, prepay such Multicurrency Borrowing in an amount equal to
the lesser of (i) such excess and (ii) the amount of such Borrowing.

            (d) The relevant Borrower shall notify the Administrative Agent
(and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurocurrency Revolving Borrowing (other than a Multicurrency
Borrowing), not later than 11:00 a.m., New York City time, three Business Days
before the date of prepayment, (ii) in the case of prepayment of a Multicurrency
Borrowing, not later than 2:00 p.m., London time, three Business Days before the
date of prepayment (or such other applicable time as shall be set forth in the
Applicable Procedures), (iii) in the case of prepayment of an ABR Revolving
Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of prepayment or (iv) in the case of prepayment of a Swingline
Loan, not later than 12:00 noon, New York City time, on the date of prepayment.
Each such notice shall be irrevocable and shall specify the prepayment date and
the principal amount of each Borrowing or portion thereof to be prepaid;
provided that, if a notice of prepayment is given in connection with a
conditional notice of termination of the Commitments as contemplated by Section
2.08, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.08. Promptly following
receipt of any such notice relating to a Revolving Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof. Each partial prepayment
of any Revolving Borrowing shall be in an amount that would be permitted in the
case of an advance of a Revolving Borrowing of the same Type as provided in
<PAGE>   57
                                                                              50

Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably
to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied
by accrued interest to the extent required by Section 2.12.

            SECTION 2.11. Fees. (a) The Company agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the Applicable Rate on the daily unused amount of the Commitment
of such Lender during the period from and including the date hereof to but
excluding the date on which such Commitment terminates; provided that, solely
for purposes of this paragraph (a), Competitive Loans and Swingline Loans will
not be deemed to utilize the Commitments. Accrued commitment fees shall be
payable in arrears on the last day of March, June, September and December of
each year and on the date on which the Commitments terminate, commencing on the
first such date to occur after the date hereof.

            (b) The Company agrees to pay to the Administrative Agent for the
account of each Lender a utilization fee which shall accrue at a rate of .250%
per annum on such Lender's Applicable Percentage of the amount (or Dollar
Equivalent of the amount) of the Loans outstanding hereunder on and in respect
of each day on which the aggregate Loans outstanding (or Dollar Equivalent
thereof) exceeds $75,000,000. The utilization fee shall be payable in arrears on
the last day of March, June, September and December of each year and on the date
on which the Commitments have been terminated and all outstanding Loans repaid,
commencing on the first such date to occur after the date hereof.

            (c) The Company agrees to pay to the Administrative Agent for the
account of each Multicurrency Lender a fronting fee which shall accrue at .125%
per annum on the Dollar Equivalent of the daily amount of the outstanding
Multicurrency Loans of such Lender. Accrued fronting fees shall be payable in
arrears on the last day of March, June, September and December of each year and
on the date on which the Commitments have been terminated and all
<PAGE>   58
                                                                              51

outstanding Loans repaid, commencing on the first such date to occur after the
date hereof.

            (d) The Company agrees to pay to the Administrative Agent for the
account of each Lender a Participation Fee which shall accrue at the Applicable
Rate on such Lender's Applicable Percentage of the Dollar Equivalent of the
daily amount of outstanding Multicurrency Loans. Accrued participation fees
shall be payable in arrears on the last day of March, June, September and
December of each year and on the date on which the Commitments have been
terminated and all outstanding Loans repaid, commencing on the first such date
to occur after the date hereof.

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

            (f) The Company agrees to pay to the Administrative Agent, for its
own account, fees in the amounts and payable at the times separately agreed upon
between the Company and the Administrative Agent.

            (g) All fees payable under paragraphs (a) through (d) and paragraph
(f) above shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution (i) in the case of commitment fees,
utilization fees and participation fees, to the Lenders and (ii) in the case of
fronting fees, to the Multicurrency Lenders. Fees paid shall not be refundable
under any circumstances.

            SECTION 2.12.  Interest.  (a)  The Loans comprising each
ABR Borrowing (including each Swingline Loan) shall bear interest at a
rate per annum equal to the Alternate Base Rate.

            (b) The Loans comprising each Eurocurrency Borrowing shall bear
interest at a rate per annum equal to the LIBO Rate for the Interest Period in
effect for such
<PAGE>   59
                                                                              52

Borrowing plus, in the case of Loans other than Multicurrency Loans, the
Applicable Rate. Each Multicurrency Loan that is not a Eurocurrency Loan shall
bear interest at a rate specified in the Alternate Procedures.

            (c) Each Fixed Rate Loan shall bear interest at a rate per annum
equal to the Fixed Rate applicable to such Loan.

            (d) Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee or other amount payable by any Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable (or most recently applicable) to such Loan as provided
above or (ii) in the case of any other amount, 2% plus the rate applicable to
ABR Loans as provided above.

            (e) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan; provided that (i) interest accrued
pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Loan (other than a prepayment of
an ABR Revolving Loan prior to the end of the Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment, (iii) in the event of any conversion of any
Eurocurrency Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion and (iv) all accrued interest shall be payable upon
termination of the Commitments.

            (f) All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or
<PAGE>   60
                                                                              53

366 days in a leap year), and in each case shall be payable for the actual
number of days elapsed (including the first day but excluding the last day). The
applicable Alternate Base Rate or LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be presumed correct absent
manifest error.

            SECTION 2.13.  Alternate Rate of Interest.  If prior to the
commencement of any Interest Period for a Eurocurrency Borrowing:

            (a) the Administrative Agent determines (which determination shall
      be conclusive absent manifest error) that adequate and reasonable means do
      not exist for ascertaining the LIBO Rate for such Interest Period; or

            (b) the Administrative Agent is advised by the Required Lenders (or,
      in the case of a Eurocurrency Competitive Loan, the Lender that is
      required to make such Loan) that the LIBO Rate for such Interest Period
      will not adequately and fairly reflect the cost to such Lenders (or
      Lender) of making or maintaining their Loans (or its Loan) included in
      such Borrowing for such Interest Period; or

            (c) in the case of a Multicurrency Borrowing, the Administrative
      Agent determines (which determination shall be presumed correct absent
      manifest error) that deposits in the applicable Committed Currency are not
      generally available, or cannot be obtained by the Multicurrency Lenders,
      in the London interbank market;

then the Administrative Agent shall give notice thereof to the Company and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Company and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be
ineffective, and any Eurocurrency Borrowing so requested
<PAGE>   61
                                                                              54

to be continued shall, at the option of the Company, be repaid on the last day
of the then current Interest Period with respect thereto or shall be converted
to an ABR Borrowing denominated in dollars at the Exchange Rate determined by
the Administrative Agent in accordance with this Agreement on the last day of
the then current Interest Period with respect thereto, (ii) if any Borrowing
Request requests a Eurocurrency Revolving Borrowing (other than a Multicurrency
Borrowing), such Borrowing shall be made as an ABR Borrowing and (iii) any
request by any Borrower for a Eurocurrency Competitive Borrowing or a
Multicurrency Borrowing shall be ineffective; provided that if the circumstances
giving rise to such notice do not affect all the Lenders, then requests for
Eurocurrency Competitive Borrowings may be made to Lenders that are not affected
thereby and, if the circumstances giving rise to such notice do not affect all
applicable currencies, then requests for Eurocurrency Borrowings may be made in
the currencies that are not affected thereby.
<PAGE>   62
                                                                              55

            SECTION 2.14.  Increased Costs; Illegality

            (a) If any Governmental Authority in the jurisdiction of any
currency shall have in effect any reserve, liquid asset or similar requirement
with respect to any category of deposits or liabilities customarily used to fund
loans in such currency, or by reference to which interest rates applicable to
Loans in such currency are determined, and the result of such requirement shall
be to increase the cost to such Lender of making or maintaining any Eurocurrency
Revolving Loan in such currency by an amount deemed by such Lender to be
material, and such Lender shall deliver to the Company a notice requesting
compensation under this paragraph and setting forth the applicable Statutory
Reserve Rate, then the Company will pay or cause the applicable Borrower to pay
to such Lender on each Interest Payment Date with respect to each affected Loan
an amount equal to the difference between (i) the interest payable on such Loan
or such date and (ii) the interest that would have been payable had such Loan
borne interest at a rate equal to (A) the LIBO Rate for the applicable Interest
Period multiplied by the applicable Statutory Reserve Rate plus (B) the
Applicable Rate or Margin applicable to such Loan.

            (b) If any Change in Law shall impose on any Lender or the London
interbank market (or any other market in which the funding operations of such
Lender shall be conducted with respect to any Committed Currency) any condition
affecting this Agreement or Eurocurrency Loans made by such Lender (other than
any reserve, liquid asset or similar requirement referred to in paragraph (a)
above), and the result thereof shall be to increase the cost to such Lender of
making or maintaining any Eurocurrency Loan or to reduce the amount of any sum
received or receivable by such Lender in respect thereof by an amount deemed by
such Lender to be material, then the Company will pay or cause the applicable
Borrower to pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered.
<PAGE>   63
                                                                              56

            (c) If any Lender determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of this Agreement or the Loans made by such Lender to a
level below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Company will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

            (d) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a), (b) or (c) of this Section shall be delivered to
the Company and shall be presumed correct absent manifest error. The Company
shall pay such Lender the amount shown as due on any such certificate within 10
days after receipt thereof.

            (e) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Company shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than six months prior to the date that such
Lender notifies the Company of the Change in Law giving rise to such increased
costs or reductions and of such Lender's intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the six-month period referred
to above shall be extended to include the period of retroactive effect thereof.

            (f) Notwithstanding the foregoing provisions of this Section , a
Lender shall not be entitled to compensation pursuant to this Section in respect
of any Competitive Loan if the Change in Law that would otherwise entitle it to
such
<PAGE>   64
                                                                              57

compensation shall have been publicly announced or be otherwise known to it
prior to submission of the Competitive Bid pursuant to which such Loan was made.
<PAGE>   65
                                                                              58

            (g) Notwithstanding any other provision of this Agreement, if, after
the date hereof, (i) any Change in Law shall make it unlawful for any Lender to
make or maintain any Eurocurrency Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurocurrency Loan, or (ii) there shall
have occurred any change in national or international financial, political or
economic conditions (including the imposition of or any change in exchange
controls) or currency exchange rates which would make it impracticable for the
Multicurrency Lenders holding a majority in interest of the outstanding
Multicurrency Loans denominated in the affected Committed Currency to make or
maintain Multicurrency Loans denominated in such Committed Currency to, or for
the account of, the Borrower, then, by written notice to the Company and to the
Administrative Agent:

            (i) such Lender may declare that Eurocurrency Loans (in the affected
      currency or currencies) will not thereafter (for the duration of such
      unlawfulness) be made by such Lender hereunder (or be continued for
      additional Interest Periods and ABR Loans will not thereafter (for such
      duration) be converted into Eurocurrency Loans), whereupon any request for
      a Eurocurrency Borrowing (in the affected currency or currencies) (or to
      convert an ABR Borrowing to a Eurocurrency Borrowing or to continue a
      Eurocurrency Borrowing (in the affected currency or currencies), as the
      case may be, for an additional Interest Period) shall, as to such Lender
      only, be deemed a request for an ABR Loan or a Loan denominated in
      dollars, as the case may be (or a request to continue an ABR Loan as such
      or to convert a Eurocurrency Loan into an ABR Loan, as the case may be, on
      the last day of the then current Interest Period with respect thereto),
      unless such declaration shall be subsequently withdrawn; provided that
      upon any such request by any such Lender, the Company may repay any
      Eurocurrency Loan on the last day of the then current Interest Period with
      respect thereto in lieu of converting any such Eurocurrency Loan into an
      ABR Loan; and
<PAGE>   66
                                                                              59

          (ii) such Lender may require that all outstanding Eurocurrency Loans
      (in the affected currency or currencies), made by it be converted to ABR
      Loans or Loans denominated in dollars, as the case may be, in which event
      all such Eurocurrency Loans (in the affected currency or currencies) shall
      be converted to ABR Loans or Loans denominated in dollars, as the case may
      be, as of the effective date of such notice as provided in paragraph (h)
      below and at the Exchange Rate on the date of such conversion or, at the
      option of the Company, repaid on the last day of the then current Interest
      Period with respect thereto.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal that would otherwise have been applied to
repay the Eurocurrency Loans that would have been made by such Lender or the
converted Eurocurrency Loans of such Lender shall instead be applied to repay
the ABR Loans or Loans denominated in dollars, as the case may be, made by such
Lender in lieu of, or resulting from the conversion of, such Eurocurrency Loans
or Loans denominated in dollars, as the case may be.

      (h) For purposes of this Section 2.14, a notice to the Company by any
Lender shall be effective as to each Eurocurrency Loan made by such Lender, if
lawful, on the last day of the Interest Period currently applicable to such
Eurocurrency Loan; in all other cases such notice shall be effective on the date
of receipt thereof by the Company.

            SECTION 2.15. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than
on the last day of an Interest Period applicable thereto (including as a result
of an Event of Default), (b) the conversion of any Eurocurrency Loan other than
on the last day of the Interest Period applicable thereto, (c) the conversion of
any Multicurrency Loan to a dollar denominated Loan pursuant to Section 2.01(d),
Section 2.13(i) or Section 2.14(g)(ii), (d) the failure to borrow, convert,
continue or prepay any Eurocurrency Loan on the date specified in any notice
<PAGE>   67
                                                                              60

delivered pursuant hereto (regardless of whether such notice is permitted to be
revocable under Section 2.10(d) and is revoked in accordance herewith), (e) the
failure to borrow any Eurocurrency Competitive Loan after accepting the
Competitive Bid to make such Loan, or (f) the assignment of any Eurocurrency
Loan or Fixed Rate Loan other than on the last day of the Interest Period
applicable thereto as a result of a request by the Company pursuant to Section
2.18, then, in any such event, the Company shall compensate each Lender for the
loss, cost and expense attributable to such event (and in the case of any
conversion of Multicurrency Loans to dollar denominated Loans, such loss, cost
or expense shall also include any loss, cost or expense sustained by a
Multicurrency Lender as a result of such conversion). In the case of a
Eurocurrency Loan, the loss to any Lender attributable to any such event shall
be equal, except as otherwise provided in the preceding sentence, to an amount
determined by such Lender to be equal to the excess, if any, of (i) the amount
of interest that such Lender would pay for a deposit equal to the principal
amount of such Loan (and in the same currency as such Loan) for the period from
the date of such payment, conversion, failure or assignment to the last day of
the then current Interest Period for such Loan (or, in the case of a failure to
borrow, convert or continue, the duration of the Interest Period that would have
resulted from such borrowing, conversion or continuation) if the interest rate
payable on such deposit were equal to the LIBO Rate for such Interest Period,
over (ii) the amount of interest that such Lender would earn on such principal
amount for such period if such Lender were to invest such principal amount for
such period at the interest rate that would be bid by such Lender (or an
affiliate of such Lender) for deposits in the same currency from other banks in
the eurodollar market at the commencement of such period. A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the Company and shall be
presumed correct absent manifest error. The Company shall pay such Lender the
amount shown as due on any such certificate within 10 days after receipt
thereof.
<PAGE>   68
                                                                              61

            SECTION 2.16. Taxes. (a) Any and all payments by or an account of
any obligation of any Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if any
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section ) the Administrative Agent or Lender
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) such Borrower shall make such deductions
and (iii) such Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

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

            (c) The relevant Borrower shall indemnify the Administrative Agent
and each Lender, within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent
or such Lender, as the case may be, on or with respect to any payment by or on
account of any obligation of any Borrower hereunder (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section ), and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Company by a Lender, or by the Administrative Agent
on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error.

            (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by any Borrower to a Governmental Authority, such Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
<PAGE>   69
                                                                              62

receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

            (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax with respect to payments under this Agreement
pursuant to the law of the Relevant Jurisdiction or any treaty to which the
Relevant Jurisdiction is a party shall deliver to the Company (with a copy to
the Administrative Agent), at the time or times prescribed by applicable law,
such properly completed and executed documentation prescribed by applicable law
or reasonably requested by the Company as will permit such payments to be made
without withholding or at a reduced rate.

            (f) If the Company and a Lender (or, in the case of a payment to the
Administrative Agent, the Administrative Agent) (each, a "Payee") agree that an
Indemnified Tax paid by a Borrower under Section 2.16(a) or (c) with respect to
payments by such Borrower to such Payee should more likely than not be refunded
by the relevant Governmental Authority under applicable law, such Payee shall,
at the request of the Company and at its expense, take such steps as are
necessary or appropriate to obtain a refund of such Indemnified Tax. If any
Payee receives a refund of any Indemnified Tax paid by any Borrower under
Section 2.16(a) or (c) (including, without limitation, a refund received
pursuant to the preceding sentence), the amount of such refund (together with
any interest received from the Governmental Authority thereon) shall be paid to
such Borrower.

            SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) Each Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest or fees or under Section 2.14, 2.15 or
2.16, or otherwise) from a Payment Location in the United States or the United
Kingdom prior to 1:00 p.m., New York City time (or 1:00 p.m., London time, in
respect of principal of or interest on any Multicurrency
<PAGE>   70
                                                                              63

Loan) (or, in the case of any Multicurrency Loan, from such other Payment
Location or by such other time as shall be specified in the Alternate
Procedures), on the date when due, in immediately available funds, without
setoff or counterclaim. Any amounts received after such time on any date may, in
the discretion of the Administrative Agent, be deemed to have been received on
the next succeeding Business Day for purposes of calculating interest thereon.
All such payments shall be made in dollars to the Administrative Agent at its
offices at 270 Park Avenue, New York, New York (or, in the applicable Committed
Currency to the Administrative Agent at its offices at Trinity Tower, 9 Thomas
Moore Street, London, or at such other offices as shall be specified in the
Alternate Procedures), except payments to be made directly to the Swingline
Lender as expressly provided herein and except that payments pursuant to
Sections 2.14, 2.15, 2.16 and 10.03 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension at the same
rate then in effect with respect thereto. All Loans hereunder shall be
denominated and made, and all payments hereunder (whether of principal, interest
or otherwise) shall be made, in dollars, except that Eurocurrency Revolving
Loans may be denominated and made in Committed Currencies as expressly provided
herein and principal of and interest on any Eurocurrency Revolving Loan made in
a Committed Currency shall be paid in such Committed Currency and the fronting
fees payable under paragraph (c) of Section 2.11 shall be paid in dollars or as
shall be specified in the Alternate Procedures.

            (b) If at any time insufficient funds are received by and available
to the Administrative Agent to pay fully all amounts of principal, interest and
fees then due hereunder, such funds shall be applied (i) first, to pay interest
and fees then due hereunder, ratably among the
<PAGE>   71
                                                                              64

parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, to pay principal then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal then due to such parties.

            (c) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in Swingline Loans or
in Multicurrency Loans resulting in such Lender obtaining a proportionately
greater reduction of its Revolving Credit Exposure than the reduction obtained
by any other Lender, then the Lender obtaining such greater reduction shall
purchase (for cash at face value) participations in the Revolving Loans or
participations in Swingline Loans or Multicurrency Loans, as the case may be, of
other Lenders to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with their Revolving Credit
Exposures; provided that (i) if any such participations are purchased and all or
any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by any Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans to any assignee or participant, other than to any Borrower or any
Subsidiary or Affiliate thereof (as to which the provisions of this paragraph
shall apply). Each Borrower consents to the foregoing and agrees, to the extent
it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of such Borrower in the amount of
such participation.
<PAGE>   72
                                                                              65

            (d) Unless the Administrative Agent shall have received notice from
the Company or the relevant Borrower prior to the date on which any payment is
due to the Administrative Agent for the account of the Lenders hereunder that
such Borrower will not make such payment, the Administrative Agent may assume
that such Borrower has made such payment on such date in accordance herewith and
may, in reliance upon such assumption, distribute to the Lenders the amount due.
In such event, if such Borrower has not in fact made such payment, then each of
the Lenders severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender with interest thereon, for each
day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, (i) in the case of a
Borrowing in dollars, at the Federal Funds Effective Rate and (ii) in the case
of a Borrowing in a Committed Currency, at the rate reasonably determined by the
Administrative Agent to be the cost to it of funding such amount.

            (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.05(c), 2.06(b) or 2.17(d), then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof),
apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender's obligations under such Sections
until all such unsatisfied obligations are fully paid.

            SECTION 2.18. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation or delivers a notice under Section 2.14 (other
than paragraph (a) of such Section ), or if any Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 2.16, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.14 or 2.16, as the
<PAGE>   73
                                                                              66

case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Company hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.

            (b) If any Lender requests compensation or delivers a notice under
Section 2.14, or if any Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.16, or if any Lender defaults in its obligation to fund Loans
hereunder, or if any Lender does not approve any currency as a Committed
Currency, then the Company may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 10.04), all its interests, rights and obligations under
this Agreement (other than any outstanding Competitive Loans held by it) to an
assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) if the assignee
is not a Lender, the Company shall have received the prior written consent of
the Administrative Agent (and, if a Commitment is being assigned, the Swingline
Lender and each Multicurrency Lender), which consent shall not unreasonably be
withheld, (ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans (other than Competitive Loans) and
participations in Swingline Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Company (in the
case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.14 or payments required
to be made pursuant to Section 2.16, such assignment will result in a reduction
in such compensation or payments. A Lender shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or
<PAGE>   74
                                                                              67

otherwise, the circumstances entitling such Borrower to require such assignment
and delegation cease to apply.

            SECTION 2.19. Borrowing Subsidiaries. On or after the Effective
Date, the Company may designate any Subsidiary of the Company (of which the
Company owns or Controls at least 95% of the ordinary voting power) as a
Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing
Subsidiary Agreement executed by such Subsidiary and the Company, and upon such
delivery such Subsidiary shall for all purposes of this Agreement be a Borrowing
Subsidiary and a party to this Agreement until the Company shall have executed
and delivered to the Administrative Agent a Borrowing Subsidiary Termination
with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a
Borrowing Subsidiary and a party to this Agreement. Notwithstanding the
preceding sentence, no Borrowing Subsidiary Termination will become effective as
to any Borrowing Subsidiary at a time when any principal of or interest on any
Loan to such Borrowing Subsidiary shall be outstanding hereunder, provided that
such Borrowing Subsidiary Termination shall be effective to terminate such
Borrowing Subsidiary's right to make further Borrowings under this Agreement. As
soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the
Administrative Agent shall send a copy thereof to each Lender.

            SECTION 2.20. Adjustment of Applicable Rate. In the event that the
Applicable Rate should have been based on a higher Category but for the fact
that the Company failed to deliver on time the consolidated financial statements
required to be delivered by it pursuant to Sections 5.01(a) or (b), (a) the
Administrative Agent shall determine the higher Applicable Rate and shall apply
such higher Applicable Rate (or if Category 1 applies in accordance with the
definition of Applicable Rate, Category 1) retroactively to the due date of
delivery of such financial statements and shall notify the Company and the
Lenders thereof and of the difference between (i) the amount paid by the Company
prior to such determination and (ii) the amounts that would have been so paid if
such adjustment had been made on the due date of delivery of said financial
statements (the
<PAGE>   75
                                                                              68

Administrative Agent's determinations thereof being presumed correct absent
manifest error) and (b) promptly following receipt of such notice, the Company
shall make payment to the Administrative Agent for the accounts of the Lenders
of an amount equal to such difference, without interest.

                                   ARTICLE III

                         Representations and Warranties

            The Company represents and warrants to the Lenders that:

            SECTION 3.01. Organization; Powers. Each of the Company and its
Material Subsidiaries is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, has all requisite power
and authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

            SECTION 3.02. Authorization; Enforceability. The Transactions are
within the Company's (and, as applicable, each Borrowing Subsidiary's) corporate
powers and have been duly authorized by all necessary corporate and, if
required, stockholder action. This Agreement has been duly executed and
delivered by the Company and constitutes a legal, valid and binding obligation
of the Company, and each Borrowing Subsidiary Agreement with respect to any
Borrowing Subsidiary (as to which a Borrowing Subsidiary Termination has not
become effective) has been duly executed and delivered by the Company and such
Borrowing Subsidiary and constitutes a legal, valid and binding obligation of
the Borrowing Subsidiary thereunder, in each case enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law. Until such time as the
<PAGE>   76
                                                                              69

resolutions contemplated by Section 5.01(f) shall have been delivered to the
Administrative Agent, after giving effect to each Borrowing, the total of all
notes, credit arrangements and/or other instruments of indebtedness issued by
the Company and/or any subsidiary and/or affiliate (within the meaning of the
most recent resolutions of the Board of Directors) and outstanding will not
exceed the amount duly authorized by the resolutions of the Board of Directors
of the Company at the time of such Borrowing.

            SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except such as have been
obtained or made and are in full force and effect and except for such consents,
approvals, registrations, filings and other actions the failure to obtain or
make could not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect, (b) will not violate any applicable law or
regulation or the charter, by-laws or other organizational documents of the
Company or any of its Subsidiaries or any order of any Governmental Authority,
except for such violations which, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, (c) will not
violate or result in a default under any indenture, agreement or other
instrument binding upon the Company or any of its Subsidiaries or its assets, or
give rise to a right thereunder to require any payment to be made by the Company
or any of its Subsidiaries, except for such violations and defaults which,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, and (d) will not result in the creation or imposition
of any Lien on any asset of the Company or any of its Material Subsidiaries.
Neither any party to the IJDA nor any Governmental Authority has claimed in
writing that the IJDA is not valid or is not in full force or effect.

            SECTION 3.04. Financial Condition; No Material Adverse Change. (a)
The Company has heretofore furnished to the Lenders its combined statement of
financial position and combined statements of operations, divisional equity and
<PAGE>   77
                                                                              70

cash flows (i) as of and for the fiscal years ended December 31, 1993, 1994 and
1995, respectively, reported on by Coopers & Lybrand L.L.P., independent public
accountants, and included in the Information Statement, and (ii) as of and for
the fiscal quarter and the portion of the fiscal year ended September 30, 1996,
certified by its chief financial officer, and included in the Company's Form
10-Q. Such financial statements present fairly, in all material respects, the
financial position and results of operations and cash flows of the Company and
its consolidated Subsidiaries as of such dates and for such periods in
accordance with GAAP, subject to year-end audit adjustments and the absence of
footnotes in the case of the statements referred to in clause (ii) above.

            (b) The Company has heretofore furnished to the Lenders (i) its
unaudited pro forma combined statements of financial position and combined
statements of operations as of and for the fiscal years 1993-1995 on a
stand-alone basis, and (ii) its projections (including income statements,
balance sheets and cash flow projections of the Company and Subsidiaries for
fiscal years 1996 through 2001, in each case included in the Confidential
Information Memorandum dated November 1996 (the "Confidential Information
Memorandum") as supplemented on November 15, 1996. Such pro forma financial
statements have been prepared in good faith by the Company, based on assumptions
believed by the management of the Company to be reasonable at the time made, as
described in and subject to the Confidential Information Memorandum, and
presents fairly on a pro forma basis the estimated financial position and
operations of the Company and Subsidiaries as of the dates and for the periods
set forth in the immediately preceding sentence. Such projections have been
prepared in good faith by the Company, based on assumptions believed by the
management of the Company to be reasonable at the time made.

            (c) Since December 31, 1995, there has been no material adverse
change in the financial condition of the Company and its Subsidiaries, taken as
a whole, as reflected in the financial statements referred to in Section
3.04(a)(i). Since November 1, 1996, there has been
<PAGE>   78
                                                                              71

no material adverse change in the business, assets, operations or financial
condition, of the Company and its Subsidiaries, taken as a whole.

            SECTION 3.05. Properties. (a) Each of the Company and its
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to the business of the Company and its
Subsidiaries, taken as a whole, except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes.

            (b) Each of the Company and its Subsidiaries owns, or is licensed to
use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to the business of the Company and its Subsidiaries taken as a
whole, and the use thereof by the Company and its Subsidiaries does not infringe
upon the rights of any other Person, except for any such infringements that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

            SECTION 3.06. Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Company, threatened
against or affecting the Company or any of its Subsidiaries (i) as to which
there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve this Agreement, any Borrowing Subsidiary Agreement
or the Transactions.

            (b) Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, neither the Company nor any of
its Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any
<PAGE>   79
                                                                              72

permit, license or other approval required under any Environmental Law, (ii) has
become subject to any Environmental Liability, (iii) has received notice of any
claim with respect to any Environmental Liability or (iv) knows of any basis for
any Environmental Liability.

            (c) Since the date of this Agreement, there has been no change in
the status of the Disclosed Matters that, individually or in the aggregate, has
resulted in a Material Adverse Effect.

            SECTION 3.07. Compliance with Laws and Agreements. Each of the
Company and its Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing.

            SECTION 3.08. Investment and Holding Company Status. Neither the
Company nor any of its Subsidiaries is (a) an "investment company" as defined
in, or subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.

            SECTION 3.09. Taxes. Each of the Company and each of its
Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required
to have been paid by it, except (a) Taxes that are being contested in good faith
by appropriate proceedings and for which the Company or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.

            SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is
<PAGE>   80
                                                                              73

reasonably expected to occur, could reasonably be expected to result in a
Material Adverse Effect. The present value of all accumulated benefit
obligations under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of such Plan by an amount that could reasonably be
expected to result in a Material Adverse Effect, and the present value of all
accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed the fair market value of the assets of all such underfunded
Plans by an amount that could reasonably be expected to result in a Material
Adverse Effect.

            SECTION 3.11. Disclosure. None of the reports, financial statements,
certificates or other information furnished by or on behalf of any Borrower to
the Administrative Agent or any Lender in connection with the negotiation of
this Agreement or any Borrowing Subsidiary Agreement or delivered hereunder or
thereunder (as modified or supplemented by other information so furnished),
taken as a whole, contains any material misstatement of fact or omits to state
any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with
respect to projected financial information, the Company represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

            SECTION 3.12. Subsidiaries. Schedule 3.12 sets forth as of the
Effective Date a list of all Subsidiaries and Material Subsidiaries and the
percentage ownership interest of the Company therein. As of the Effective Date,
the shares of capital stock of such Subsidiaries will be fully paid and
non-assessable and such shares and other ownership interests so indicated by
Schedule 3.12 will be owned by the Company, directly or indirectly, free and
clear of all Liens other than as permitted under Section 6.02.
<PAGE>   81
                                                                              74

            SECTION 3.13. Solvency. After the consummation of the Spin-Off and
the other Transactions to occur on or prior to the Effective Date (including the
making of the Loans to be made on the Effective Date and the application of the
proceeds of such Loans), (a) the fair value of the assets of the Company will
exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the
present fair saleable value of the property of the Company will be greater than
the amount that will be required to pay the probable liability of its debts and
other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured; (c) the Company will be able to
pay its debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) the Company will not
have unreasonably small capital with which to conduct the business in which it
is engaged as such business is now conducted and is proposed to be conducted
following the Effective Date.

                                   ARTICLE IV

                                   Conditions

            SECTION 4.01. Effective Date. The obligations of the Lenders to make
Loans hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 10.02):

            (a) The Administrative Agent (or its counsel) shall have received
      from each party hereto either (i) a counterpart of this Agreement signed
      on behalf of such party or (ii) written evidence satisfactory to the
      Administrative Agent (which may include telecopy transmission of a signed
      signature page of this Agreement) that such party has signed a counterpart
      of this Agreement.

            (b) The Administrative Agent shall have received favorable written
      opinions (addressed to the
<PAGE>   82
                                                                              75

      Administrative Agent and the Lenders and dated the Effective Date) of
      Ellenore O'Hanrahan, deputy general counsel of the Company, and Simpson
      Thacher & Bartlett, counsel for the Company, substantially in the form of
      Exhibit B-1 and B-2, respectively, and covering such other matters
      relating to the Company, this Agreement or the Transactions as the
      Required Lenders shall reasonably request. The Company hereby requests
      such counsel to deliver such opinions.

            (c) The Administrative Agent shall have received such documents and
      certificates as the Administrative Agent or its counsel may reasonably
      request relating to the organization, existence and good standing of the
      Company, the authorization of the Transactions and any other legal matters
      relating to the Company, this Agreement or the Transactions, all in form
      and substance reasonably satisfactory to the Administrative Agent and its
      counsel.

            (d) The Administrative Agent shall have received a certificate,
      dated the Effective Date and signed by the Chairman, the President, a Vice
      President or a Financial Officer of the Company, confirming (i) compliance
      with the conditions set forth in paragraphs (a) and (b) of Section 4.02,
      (ii) that the Spin-Off shall have been consummated in all material
      respects with respect to the Company in accordance with the Spin-Off
      Information and all applicable laws and (iii) that as of the date of and
      after giving effect to the Spin-Off the Company's Net Cash shall have been
      greater than $60,000,000, together with a Schedule demonstrating the
      calculation of such amount.

            (e) The Administrative Agent shall have received all fees and other
      amounts due and payable on or prior to the Effective Date, including, to
      the extent invoiced, reimbursement or payment of all out-of-pocket
      expenses required to be reimbursed or paid by the Company hereunder.
<PAGE>   83
                                                                              76

The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 10.02) at or prior to 3:00 p.m., New York City time, on
December 20, 1996 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).

            SECTION 4.02.  Each Credit Event.  The obligation of each
Lender to make a Loan on the occasion of any Borrowing is subject to
the satisfaction of the following conditions:

            (a) The representations and warranties of the Company set forth in
      this Agreement and, in the case of a Borrowing by a Borrowing Subsidiary,
      the representations and warranties of such Borrowing Subsidiary in its
      Borrowing Subsidiary Agreement shall be true and correct on and as of the
      date of such Borrowing except to the extent such representations and
      warranties expressly relate to an earlier date in which case such
      representations and warranties shall be true and correct on and as of such
      earlier date.

            (b) At the time of and immediately after giving effect to such
      Borrowing, no Default shall have occurred and be continuing.

            (c) Unless and until the Administrative Agent shall have received a
      satisfactory copy of the resolutions contemplated by Section 5.01(f), the
      Administrative Agent shall have received a certificate, dated the date of
      such Borrowing and signed by a Financial Officer of the Company,
      confirming that after giving effect to such Borrowing, the total of all
      notes, credit arrangements, and/or other instruments of indebtedness
      issued by the Company and/or any subsidiary and/or affiliate (within the
      meaning of the most recent resolutions of the Board of Directors of the
      Company) and outstanding will not exceed the amount
<PAGE>   84
                                                                              77

      duly authorized by the resolutions of the Board of Directors of the
      Company at the time of such Borrowing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Company and, if applicable, the relevant Borrowing Subsidiary on the date
thereof as to the matters specified in paragraphs (a) and (b) of this Section .

            SECTION 4.03. First Credit Event. The obligation of each Lender to
make a Loan on the occasion of the initial Borrowing is subject to receipt by
the Administrative Agent of a certificate, dated the date of such initial
Borrowing and signed by a Financial Officer of the Company, confirming that (i)
the Company's existing credit agreements (other than the agreements set forth in
Schedule 4.03) have been terminated and all loans and obligations thereunder
have been paid in full and (ii) no other Indebtedness (other than intercompany
Indebtedness and Indebtedness permitted under Section 6.01) is outstanding on
the date of such Borrowing.

            SECTION 4.04.  Each Borrowing Subsidiary Credit Event.  The
obligation of each Lender to make Loans hereunder to any Borrowing
Subsidiary is subject to the satisfaction of the following conditions:

            (a) The Administrative Agent (or its counsel) shall have received
      from each party thereto either (i) a counterpart of such Borrowing
      Subsidiary's Borrowing Subsidiary Agreement or (ii) written evidence
      satisfactory to the Administrative Agent (which may include telecopy
      transmission of a signed signature page thereof) that such party has
      signed a counterpart of such Borrowing Subsidiary Agreement.

            (b) The Administrative Agent shall have received a favorable written
      opinion of counsel for such Borrowing Subsidiary (which counsel shall be
      reasonably acceptable to the Administrative Agent), substantially in the
      form of Exhibit C, and covering such other matters relating to such
      Borrowing Subsidiary or its
<PAGE>   85
                                                                              78

      Borrowing Subsidiary Agreement as the Required Lenders shall reasonably
      request.

            (c) The Administrative Agent shall have received such documents and
      certificates as the Administrative Agent or its counsel may reasonably
      request relating to the organization, existence and good standing of such
      Borrowing Subsidiary, the authorization of the Transactions relating to
      such Borrowing Subsidiary and any other legal matters relating to such
      Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such
      Transactions, all in form and substance satisfactory to the Administrative
      Agent and its counsel.
<PAGE>   86
                                                                              79

                                    ARTICLE V

                              Affirmative Covenants

            Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Company covenants and agrees with the Lenders that:

            SECTION 5.01.  Financial Statements and Other Information.
The Company will furnish to the Administrative Agent (with a copy for
each Lender):

            (a) within 90 days after the end of each fiscal year of the Company,
      its audited consolidated statement of financial position and related
      statements of operations, shareholders' equity and cash flows as of the
      end of and for such year, setting forth in each case in comparative form
      the figures for the previous fiscal year, all reported on by Arthur
      Andersen or other independent public accountants of recognized national
      standing (without a "going concern" or like qualification or exception and
      without any qualification or exception as to the scope of such audit) to
      the effect that such consolidated financial statements present fairly in
      all material respects the financial condition and results of operations of
      the Company and its consolidated Subsidiaries on a consolidated basis in
      accordance with GAAP consistently applied;

            (b) within 45 days after the end of each of the first three fiscal
      quarters of each fiscal year of the Company, its consolidated statements
      of financial position and related statements of operations, shareholders'
      equity and cash flows as of the end of and for such fiscal quarter and the
      then elapsed portion of the fiscal year, setting forth in each case in
      comparative form the figures for the corresponding period or periods of
      (or, in the case of the balance sheet, as of the end of) the previous
      fiscal year, all certified by one of its Financial Officers as
<PAGE>   87
                                                                              80

      presenting fairly in all material respects the financial condition and
      results of operations of the Company and its consolidated Subsidiaries on
      a consolidated basis in accordance with GAAP consistently applied, subject
      to normal year-end audit adjustments and the absence of footnotes;

            (c) concurrently with any delivery of financial statements under
      clause (a) or (b) above, a certificate of a Financial Officer of the
      Company (i) certifying as to whether a Default has occurred and, if a
      Default has occurred, specifying the details thereof and any action taken
      or proposed to be taken with respect thereto, (ii) setting forth
      reasonably detailed calculations demonstrating compliance with Sections
      6.11, 6.12 and 6.13, (iii) stating whether any material change in GAAP or
      in the application thereof has occurred since the date of the audited
      financial statements referred to in Section 3.04 affecting the Company
      and, if any such change has occurred, specifying the effect of such change
      on the financial statements accompanying such certificate and (iv)
      identifying all Material Subsidiaries; provided that the information
      described in this clause (iv) shall only be furnished concurrently with
      any delivery of financial statements under clause (a) above for fiscal
      year 1996 and thereafter to the extent that any material change to
      Schedule 3.06 shall have occurred;

            (d) concurrently with any delivery of financial statements under
      clause (a) above, a certificate of the accounting firm that reported on
      such financial statements stating whether they obtained knowledge during
      the course of their examination of such financial statements of any
      Default (which certificate may be limited to the extent required by
      accounting rules or guidelines);

            (e) promptly after the same become publicly available, copies of all
      periodic and other material reports, proxy statements and other materials
      filed by the Company or any Subsidiary with the Securities and
<PAGE>   88
                                                                              81

      Exchange Commission, or any Governmental Authority succeeding to any or
      all of the functions of said Commission, or with any national securities
      exchange, or distributed by the Company to its shareholders generally, as
      the case may be, and all material amendments to any of the foregoing;

            (f) promptly after the same become effective, a certified copy of
      resolutions duly adopted by the Board of Directors of the Company
      ratifying the execution, delivery and performance of this Agreement in
      form and substance satisfactory to the Agent and its counsel and that said
      resolutions have not been amended or revoked and are in full force and
      effect on the date thereof; and

            (g) promptly following any request therefor, such other information
      regarding the operations, business affairs and financial condition of the
      Company or any Subsidiary, or compliance with the terms of this Agreement,
      as the Administrative Agent may reasonably request.

            SECTION 5.02.  Notices of Material Events.  The Company
will furnish to the Administrative Agent and each Lender prompt written
notice of the following:

            (a) the occurrence of any Default;

            (b) the filing or commencement of any action, suit or proceeding by
      or before any arbitrator or Governmental Authority against or affecting
      the Company or any Subsidiary thereof that could reasonably be expected to
      result in a Material Adverse Effect;

            (c) the occurrence of any ERISA Event that, alone or together with
      any other ERISA Events that have occurred, could reasonably be expected to
      result in liability of the Company and its Subsidiaries in an aggregate
      amount that could reasonably be expected to result in a Material Adverse
      Effect; and
<PAGE>   89
                                                                              82

            (d) any other development that results in, or could reasonably be
      expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Company setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

            SECTION 5.03. Existence; Conduct of Business. The Company will, and
will cause each of its Material Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of the business of the Company and its Subsidiaries, taken as a
whole; provided that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution permitted under Section 6.03.

            SECTION 5.04. Payment of Obligations. The Company will, and will
cause each of its Subsidiaries to, pay its obligations, including Tax
liabilities, before the same shall become delinquent or in default, except where
(a) the validity or amount thereof is being contested in good faith by
appropriate proceedings, (b) the Company or such Subsidiary has set aside on its
books adequate reserves with respect thereto in accordance with GAAP and (c) the
failure to make payment could not reasonably be expected to result in a Material
Adverse Effect.

            SECTION 5.05. Maintenance of Properties; Insurance. The Company
will, and will cause each of its Subsidiaries to, (a) keep and maintain all
property material to the conduct of the business of the Company and its
Subsidiaries, taken as a whole, in good working order and condition, ordinary
wear and tear excepted, and (b) maintain, with financially sound and reputable
insurance companies, insurance in such amounts and against such risks as are
customarily maintained by companies engaged in the same or similar businesses
operating in the same or similar
<PAGE>   90
                                                                              83

locations; provided that any such insurance may be maintained through a program
of self-insurance to the extent consistent with prudent business practice.

            SECTION 5.06. Books and Records; Inspection Rights. The Company
will, and will cause each of its Material Subsidiaries to, keep proper books of
record and account in accordance with GAAP (or, in the case of a foreign
Subsidiary, generally accepted accounting principles in the jurisdiction of
organization of such Foreign Subsidiary). The Company will, and will cause each
of its Subsidiaries to, permit any representatives designated by the
Administrative Agent or, if a Default shall have occurred and be continuing, any
Lender, upon reasonable prior notice, to visit and inspect its properties, to
examine and make extracts from its books and records, and to discuss its
affairs, finances and condition with its officers and independent accountants,
all at such reasonable times and as often as reasonably requested.

            SECTION 5.07. Compliance with Laws. The Company will, and will cause
each of its Subsidiaries to, comply with all laws, rules, regulations and orders
of any Governmental Authority applicable to it or its property (including
ERISA), except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

            SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be
used only for general corporate purposes. No part of the proceeds of any Loan
will be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations G, U and
X.
<PAGE>   91
                                                                              84

                                   ARTICLE VI

                               Negative Covenants

            Until the Commitments have expired or terminated and the principal
of and interest on each Loan and all fees payable hereunder have been paid in
full, the Company covenants and agrees with the Lenders that:

            SECTION 6.01.  Indebtedness.  The Company will not, and
will not permit any Subsidiary to, create, incur, assume or permit to
exist any Indebtedness, except:

            (a) Indebtedness created hereunder;

            (b) Indebtedness under the Brazilian Facility, but not any
      extension, renewal or replacement of such Indebtedness;

            (c) Indebtedness of the Company to any Subsidiary and of any
      Subsidiary to the Company or any other Subsidiary; provided, that any
      Indebtedness permitted by this clause (c) shall be (x) evidenced by a
      promissory note or any other evidence of such Indebtedness, which shall
      have been duly authorized by and constitute a legal, valid and binding
      obligation of the obligor, in accordance with its terms, and (y) not
      subordinated to any Indebtedness of the obligor);

            (d) Guarantees by any Subsidiary of Indebtedness of the
      Company or any other Subsidiary;

            (e) Indebtedness of the Borrower or any Subsidiary incurred to
      finance the acquisition, construction or improvement of any fixed or
      capital assets, including Capital Lease Obligations and any Indebtedness
      assumed in connection with the acquisition of any such assets or secured
      by a Lien on any such assets prior to the acquisition thereof, and
      extensions, renewals and replacements of any such Indebtedness that do not
      increase the outstanding principal amount thereof; provided that (A) such
<PAGE>   92
                                                                              85

      Indebtedness is incurred prior to or within 90 days after such acquisition
      or the completion of such construction or improvement and (B) the
      aggregate principal amount of Indebtedness permitted by this clause (e)
      shall not exceed $25,000,000 at any time outstanding;

            (f) Indebtedness of any Person that becomes a Subsidiary after the
      date hereof; provided that (i) such Indebtedness exists at the time such
      Person becomes a Subsidiary and is not created in contemplation of or in
      connection with such Person becoming a Subsidiary and (ii) the aggregate
      principal amount of Indebtedness permitted by this clause (f) shall not
      exceed $10,000,000 at any time outstanding; and

            (g) (i) Guarantees by the Company of Indebtedness of any Foreign
      Subsidiary permitted by this Section 6.01 in an aggregate principal amount
      not exceeding $15,000,000 at any time outstanding, (ii) other unsecured
      Indebtedness of Foreign Subsidiaries and (iii) Guarantees by the Company
      existing on the date hereof of loans and advances to officers of the
      Company in connection with stock purchases by such officers of shares of
      the Company in an aggregate principal amount not exceeding $1,600,000;
      provided that the aggregate principal amount of Indebtedness permitted by
      this subclause (iii) plus Guarantees permitted by subclauses (i) and (ii)
      above, without duplication, shall not at any time exceed $25,000,000.
<PAGE>   93
                                                                              86

            SECTION 6.02. Liens. The Company will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it (including any capital stock or
Indebtedness of a Subsidiary), or assign or sell any income or revenues
(including accounts receivable) or rights in respect of any thereof, except:

            (a) Permitted Encumbrances;

            (b) any Lien on any property or asset of the Company or any
      Subsidiary existing on the date hereof and set forth in Schedule 6.02;
      provided that (i) such Lien shall not apply to any other property or asset
      of the Company or any Subsidiary and (ii) such Lien shall secure only
      those obligations which it secures on the date hereof and extensions,
      renewals, refinancings and replacements thereof that do not increase the
      outstanding principal amount thereof (other than by an amount equal to any
      costs and expenses incurred in connection with such extension, renewal,
      refinancing or replacement);

            (c) any Lien existing on any property or asset prior to the
      acquisition thereof by the Company or any Subsidiary or existing on any
      property or asset of any Person that becomes a Subsidiary after the date
      hereof prior to the time such Person becomes a Subsidiary or any Lien on
      any asset of any Person existing at the time such Person is merged into or
      consolidated with the Company or a Subsidiary; provided that (i) such Lien
      is not created in contemplation of or in connection with such acquisition
      or such Person becoming a Subsidiary or such merger, as the case may be,
      (ii) such Lien shall not apply to any other property or assets of the
      Company or any Subsidiary and (iii) such Lien shall secure only those
      obligations which it secures on the date of such acquisition or the date
      such Person becomes a Subsidiary or the date of such merger, as the case
      may be, and extensions, renewals, refinancings and replacements thereof
      that do not increase the outstanding principal amount thereof
<PAGE>   94
                                                                              87

      (other than by an amount equal to any costs and expenses incurred in
      connection with such extension, renewal, refinancing or replacement); and

            (d) Liens on fixed or capital assets acquired, constructed or
      improved by the Borrower or any Subsidiary; provided that (A) such
      security interests secure only Indebtedness permitted by clause (e) of
      Section 6.01, (B) such security interests and the Indebtedness secured
      thereby are incurred prior to or within 90 days after such acquisition or
      the completion of such construction or improvement, (C) the Indebtedness
      secured thereby does not exceed 100% of the cost of acquiring,
      constructing or improving such fixed or capital assets and (D) such
      security interests shall not apply to any other property or assets of the
      Borrower or any Subsidiary;

            (e) any Lien deemed to exist as a result of any transaction
      permitted under Section 6.07; and

            (f) any Lien to secure Indebtedness or other obligations if, the sum
      (without duplication) of all amounts secured by Liens which would not be
      permitted but for this clause (f) does not exceed $5,000,000.

            SECTION 6.03. Fundamental Changes. (a) The Company will not, and
will not permit any of its Subsidiaries to, merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it,
or sell, transfer, lease or otherwise dispose of (in one transaction or in a
series of transactions) any of its assets, or any capital stock or Indebtedness
of any of its Subsidiaries (in each case, whether now owned or hereafter
acquired), or liquidate or dissolve, except that, (i) the Company and its
Subsidiaries may sell inventory and surplus or obsolete equipment in the
ordinary course of business, (ii) if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing, the
Company and its Subsidiaries may sell or dispose of assets or property (A) not
having a value in the aggregate from the date hereof
<PAGE>   95
                                                                              88

through the Maturity Date in excess of 5% of Consolidated Tangible Assets at the
time of the most recent such sale or disposition or (B) in connection with any
transaction permitted under Section 6.07, (iii) the sale or discount for fair
value without recourse of accounts receivable arising in the ordinary course of
business in connection with the compromise or collection thereof and (iv) if at
the time thereof and immediately after giving effect thereto no Default shall
have occurred and be continuing (w) any Subsidiary may merge into the Company in
a transaction in which the Company is the surviving corporation, (x) any
Subsidiary may merge into any Wholly Owned Subsidiary in a transaction in which
the surviving entity is a Wholly Owned Subsidiary or any non Wholly Owned
Subsidiary may merge into any non Wholly Owned Subsidiary of which the Company
owns, directly or indirectly, at least the same percentage of the equity, (y)
any Wholly Owned Subsidiary may sell, transfer, lease or otherwise dispose of
its assets to the Company or to another Wholly Owned Subsidiary and (z) any
Subsidiary may liquidate or dissolve if the Company determines in good faith
that such liquidation or dissolution is in the best interests of the Company and
would not result in a Material Adverse Effect; provided that a Borrowing
Subsidiary may not merge, consolidate, liquidate or dissolve unless, in addition
to the foregoing conditions, the surviving entity, or the entity into which such
Borrowing Subsidiary liquidates or dissolves, is a Borrower and assumes all
Obligations of such Borrowing Subsidiary.

            (b) The Company will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Company and its Subsidiaries on the date
hereof and businesses reasonably related thereto.

            SECTION 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions; Hedging Agreements. (a) The Company will not, and will not permit
any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any
merger with any Person that was not a wholly owned Subsidiary prior to such
merger) any capital stock, evidences of indebtedness or other securities
(including any
<PAGE>   96
                                                                              89

option, warrant or other right to acquire any of the foregoing) of, make or
permit to exist any loans or advances to, Guarantee any obligations of, or make
or permit to exist any investment or any other interest in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person constituting a business unit (an "Investment"),
except:

            (i) extensions of trade credit and endorsements of negotiable
      instruments and other negotiable documents in the ordinary course of
      business;

            (ii) loans and advances to employees and directors of the Company
      and its Subsidiaries for travel, entertainment and relocation expenses in
      the ordinary course of business in an aggregate amount for the Company and
      its Subsidiaries not to exceed $10,000,000 at any time outstanding;

            (iii) Permitted Investments;

            (iv) Investments by the Company existing on the date hereof in its
      Subsidiaries;

            (v) equity Investments in Subsidiaries in an aggregate amount not in
      excess of $10,000,000; any initial equity Investments in any Subsidiary
      created after the date hereof or in any Subsidiary that is dormant on the
      date hereof;

            (vi) Investments consisting of loans made by the Company or any
      Subsidiary in or to the Company or any other Subsidiary;

            (vii) (x) Guarantees constituting Indebtedness permitted by Section
      6.01 and (y) Guarantees by the Company in the ordinary course of its
      business; provided that the aggregate amount of Guarantees permitted by
      this subclause (y) plus the aggregate amount of all Guarantees permitted
      by subclause (i) of Section 6.01(g) shall not exceed in the aggregate
      $50,000,000 at any time outstanding;
<PAGE>   97
                                                                              90

            (viii) Investments existing or contemplated on the date hereof and
      set forth on Schedule 6.04(a);

            (ix) Investments contemplated under "Intercompany Transactions:
      Asset Purchases Post Spin," as set forth on Schedule 1.01(a); provided
      that the aggregate amount of Investments permitted by this clause (ix)
      shall not exceed $7,000,000 on a cumulative basis; and

            (x) Permitted Acquisitions.

            (b) The Company will not, and will not permit any of its
Subsidiaries to, enter into any Hedging Agreement, other than Hedging Agreements
entered into in the ordinary course of business to hedge or mitigate risks to
which the Company or any Subsidiary is exposed in the conduct of its business or
the management of its liabilities.

            SECTION 6.05. Restricted Payments and Issuances. The Company will
not declare or make, or agree to declare or make, directly or indirectly, any
Restricted Payment, except that (a) the Company may declare and pay dividends or
other distributions with respect to its capital stock payable solely in
additional shares of its common stock, (b) the Company may make Restricted
Payments to provide shares of common stock of the Company for issuance pursuant
to and in accordance with stock option plans or other benefit plans for
management or employees of the Company and its Subsidiaries, (c) the Company may
buy back up to 267,000 of its shares from Cognizant Corporation as contemplated
by the Spin-Off Information and (d) the Company may repay the Brazilian Facility
and the other credit agreements, existing on the date of this Agreement and set
forth on Schedule 4.03.

            (b) The Company will not permit any of its Subsidiaries to issue any
shares of capital stock (other than (x) to the Company and, to the extent
permitted by Section 6.04, to any of its Subsidiaries, (y) issuance of shares on
a pro rata basis to the shareholders of the
<PAGE>   98
                                                                              91

relevant Subsidiary or (z) any other issuance that is otherwise permitted by
Section 6.03).

            SECTION 6.06. Transactions with Affiliates. The Company will not,
and will not permit any of its Subsidiaries to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except (a) in the ordinary course of business at prices and
on terms and conditions not less favorable to the Company or such Subsidiary
than could be obtained on an arm's-length basis from unrelated third parties,
(b) transactions between or among the Company and its wholly owned Subsidiaries
not involving any other Affiliate and (c) transactions described in the Spin-Off
Information.

            SECTION 6.07. Sale and Lease-Back Transactions. The Company will
not, and will not permit any of its Subsidiaries to, directly or indirectly,
enter into any arrangement with any Person (other than a Subsidiary) whereby it
shall sell or transfer any property used or useful in its business, whether now
owned or hereafter acquired, and thereafter rent or lease such property or other
property which it intends to use for substantially the same purpose or purposes
as the property being sold or transferred, except for any such arrangements with
respect to the vehicles owned by the Borrower and the Subsidiaries.

            SECTION 6.08. Restrictive Agreements. The Company will not, and will
not permit any of its Subsidiaries to, directly or indirectly, enter into, incur
or permit to exist any agreement or other arrangement that prohibits, restricts
or imposes any condition upon (a) the ability of the Company or any Subsidiary
to create, incur or permit to exist any Lien upon any of its property or assets,
or (b) the ability of any Subsidiary to pay dividends or other distributions
with respect to any shares of its capital stock or to make or repay loans or
advances to the Company or any other Subsidiary or to Guarantee Indebtedness of
the Company or any other Subsidiary; provided that (i) the foregoing shall not
apply to restrictions and
<PAGE>   99
                                                                              92

conditions imposed by law or by this Agreement, (ii) the foregoing shall not
apply to restrictions and conditions existing on the date hereof and identified
on Schedule 6.08 (but shall apply to any extension or renewal of, or any
amendment or modification expanding the scope of, any such restriction or
condition), (iii) the foregoing shall not apply to customary restrictions and
conditions contained in agreements relating to the sale of a Subsidiary pending
such sale, provided such restrictions and conditions apply only to the
Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause
(a) of the foregoing shall not apply to restrictions or conditions imposed by
any agreement relating to secured Indebtedness permitted by this Agreement if
such restrictions or conditions apply only to the property or assets securing
such Indebtedness and (v) clause (a) of the foregoing shall not apply to (x)
customary provisions in leases and other contracts restricting the assignment
thereof and (y) customary transfer restrictions and right of first refusal in
shareholders' agreements in existence on the date hereof or consistent with past
practice.

            SECTION 6.09. Certain Agreements. The Company will not, and will not
permit any of its Subsidiaries to, amend, waive or modify the "Distribution
Agreement", the "Tax Allocation Agreement", the "Employee Benefits Agreement",
the "Indemnity and Joint Defense Agreement", the "TAM Master Agreement", the
"Intellectual Property Agreement", the "Shared Transactions Services
Agreements", the "Data Services Agreements" or the "Transition Services
Agreements", in each case as filed with the Securities Exchange Commission as an
Exhibit to the Registration Statement on Form 10, of which the Information
Statement constitutes a part thereof, or any other material agreement,
(including any agreement related to the Brazilian Facility in any manner, if
such amendment, waiver or modification (individually or in combination with
other amendments, waivers and modifications) could reasonably be expected to
result in a material adverse effect on (i) the business, assets, operations or
financial condition of the Company or (ii) the rights of or remedies of the
Lenders under this Agreement.
<PAGE>   100
                                                                              93

            SECTION 6.10.  Borrowing Subsidiaries.  The Company will
not own or Control less than 95% of the ordinary voting power of any
Borrowing Subsidiary.

            SECTION 6.11.  Leverage Ratio.  The Leverage Ratio will not
exceed 2.00 to 1.00 at any time.

            SECTION 6.12. Fixed Charge Coverage Ratio. The Fixed Charge Coverage
Ratio for any period of four consecutive fiscal quarters of the Company will not
be less than (i) 1.00 to 1.00 through March 31, 1998, or (ii) 1.10 to 1.00
thereafter.

            SECTION 6.13. Minimum EBITDA. EBITDA for any period of four
consecutive fiscal quarters of the Company ending during any of the periods set
forth below will not be less than the amount set forth opposite such period:

<TABLE>
<CAPTION>
            Period                                            Amount
            ------                                            ------
<S>                                                         <C>
      Any period ending on or prior                         $115,000,000
      to March 31, 1997

      Any period ending after March                         $120,000,000
      31, 1997, and on or prior to
      December 31, 1997

      Any period ending thereafter                          $125,000,000
</TABLE>
<PAGE>   101
                                                                              94

                                   ARTICLE VII

                                Events of Default

            If any of the following events ("Events of Default") shall occur and
be continuing:

            (a) any Borrower shall fail to pay any principal of any Loan of such
      Borrower when and as the same shall become due and payable, whether at the
      due date thereof or at a date fixed for prepayment thereof or otherwise;

            (b) any Borrower shall fail to pay any interest on any Loan of such
      Borrower or any fee or any other amount (other than an amount referred to
      in clause (a) of this Article) payable by such Borrower under this
      Agreement, when and as the same shall become due and payable, and such
      failure shall continue unremedied for a period of three Business Days;

            (c) any representation or warranty made or deemed made by or on
      behalf of the Company or any Subsidiary in or in connection with this
      Agreement, any Borrowing Subsidiary Agreement or any amendment or
      modification hereof or thereof, or in any report, certificate, financial
      statement or other document furnished pursuant to or in connection with
      this Agreement, any Borrowing Subsidiary Agreement or any amendment or
      modification hereof or thereof, shall prove to have been incorrect when
      made or deemed made;

            (d) the Company shall fail to observe or perform any covenant,
      condition or agreement contained in Section 5.02(a), 5.03 (with respect to
      the Company's existence) or 5.08 or in Article VI;

            (e) the Company shall fail to observe or perform any covenant,
      condition or agreement contained in this Agreement or any Borrowing
      Subsidiary Agreement (other than those specified in clause (a), (b), (c),
      (d) or (m) of this Article), and such failure shall continue unremedied
      for a period of 30 days after notice thereof
<PAGE>   102
                                                                              95

      from the Administrative Agent (given at the request of any Lender) to the
      Company;

            (f) the Company or any Subsidiary shall fail to make any payment
      (whether of principal or interest and regardless of amount) in respect of
      any Material Indebtedness, when and as the same shall become due and
      payable;

            (g) any event or condition shall occur that results in any Material
      Indebtedness becoming due prior to its scheduled maturity or that enables
      or permits (with or without the giving of notice, the lapse of time or
      both) the holder or holders of any Material Indebtedness or any trustee or
      agent on its or their behalf to cause any Material Indebtedness to become
      due, or to require the prepayment, repurchase, redemption or defeasance
      thereof, prior to its scheduled maturity; provided that this clause (g)
      shall not apply to secured Indebtedness that becomes due solely as a
      result of the voluntary sale or transfer of the property or assets
      securing such Indebtedness;

            (h) an involuntary proceeding shall be commenced or an involuntary
      petition shall be filed seeking (i) liquidation, reorganization or other
      relief in respect of the Company or any Material Subsidiary or its debts,
      or of a substantial part of its assets, under any Federal, state or
      foreign bankruptcy, insolvency, receivership or similar law now or
      hereafter in effect or (ii) the appointment of a receiver, trustee,
      custodian, sequestrator, conservator or similar official for the Company
      or any Material Subsidiary or for a substantial part of its assets, and,
      in any such case, such proceeding or petition shall continue undismissed
      for 60 days or an order or decree approving or ordering any of the
      foregoing shall be entered;

            (i) the Company or any Material Subsidiary shall (i) voluntarily
      commence any proceeding or file any petition seeking liquidation,
      reorganization or other
<PAGE>   103
                                                                              96

      relief under any Federal, state or foreign bankruptcy, insolvency,
      receivership or similar law now or hereafter in effect, (ii) consent to
      the institution of, or fail to contest in a timely and appropriate manner,
      any proceeding or petition described in clause (h) of this Article, (iii)
      apply for or consent to the appointment of a receiver, trustee, custodian,
      sequestrator, conservator or similar official for the Company or any
      Material Subsidiary or for a substantial part of its assets, (iv) file an
      answer admitting the material allegations of a petition filed against it
      in any such proceeding, (v) make a general assignment for the benefit of
      creditors or (vi) take any action for the purpose of effecting any of the
      foregoing;

            (j) the Company or any Material Subsidiary shall become unable,
      admit in writing its inability or fail generally to pay its debts as they
      become due;

            (k) one or more judgments for the payment of money in an aggregate
      amount in excess of $10,000,000 shall be rendered against the Company, any
      Subsidiary or any combination thereof and the same shall remain unpaid or
      undischarged for a period of 30 consecutive days during which execution
      shall not be effectively stayed, or any action shall be legally taken by a
      judgment creditor to attach or levy upon any assets of the Company or any
      Subsidiary to enforce any such judgment;

            (l) an ERISA Event shall have occurred that, in the opinion of the
      Required Lenders, when taken together with all other ERISA Events that
      have occurred, could reasonably be expected to result in liability of the
      Company and its Subsidiaries in an aggregate amount that could reasonably
      be expected to result in a Material Adverse Effect;

            (m) the Company shall fail to observe or perform any covenant,
      condition or agreement contained in Article IX, or the guarantee of the
      Company hereunder shall not be (or shall be claimed by any Person not to
      be) valid or in full force and effect;
<PAGE>   104
                                                                              97

            (n) the Company shall fail to observe or perform any material
      covenant, condition or agreement contained in the IJDA, or the IJDA shall
      not be valid or in full force and effect; or

            (o) a Change in Control shall occur;

then, and in every such event (other than an event with respect to any Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Company, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrowers accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by each Borrower; and in case of any
event with respect to the Company described in clause (h) or (i) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrowers accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by each Borrower; and in the case of any
event with respect to any Borrowing Subsidiary described in clause (h) or (i) of
this Article, (i) the eligibility of such Borrowing Subsidiary or any other
Borrowing Subsidiary or the Company to borrow shall thereupon terminate and (ii)
the Loans of such Borrowing Subsidiary shall become immediately due and payable,
together with accrued interest thereon and all fees and other obligations
thereunder of such Borrowing Subsidiary
<PAGE>   105
                                                                              98

accrued thereunder, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by each Borrowing Subsidiary.


                                  ARTICLE VIII

                            The Administrative Agent

            Each of the Lenders hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof, together with such actions and powers as are
reasonably incidental thereto.

            The bank serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent, and such
bank and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with the Company or any Subsidiary or other
Affiliate thereof as if it were not the Administrative Agent hereunder.

            The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders, and (c) except as
expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to the Company or any of its Subsidiaries that is communicated to or
obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall
<PAGE>   106
                                                                              99

not be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders or in the absence of its own gross negligence or
wilful misconduct. The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by a Borrower or a Lender, and the Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with this
Agreement or any Borrowing Subsidiary Agreement, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein, (iv)
the validity, enforceability, effectiveness or genuineness of this Agreement or
any Borrowing Subsidiary Agreement or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Article IV or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

            The Administrative Agent shall be entitled to rely upon, and shall
not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing believed by it to be
genuine and to have been signed or sent by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. The Administrative Agent may consult with legal
counsel (who may be counsel for any Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or
experts.

            The Administrative Agent may perform any and all of its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
<PAGE>   107
                                                                             100

sub-agent may perform any and all of its duties and exercise its rights and
powers through their respective Related Parties. The exculpatory provisions of
the preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

            Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Company. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Company, to appoint a successor (and, at any time when no Default shall have
occurred and is continuing, with the prior written consent of the Company, which
consent shall not be unreasonably withheld). If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent which shall be a bank with an
office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Company to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Company and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 10.03 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.
<PAGE>   108
                                                                             101

            Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.


                                   ARTICLE IX

                                    Guarantee

            In order to induce the Lenders to extend credit hereunder, the
Company hereby irrevocably and unconditionally guarantees, as a primary obligor
and not merely as a surety, the Obligations. The Company further agrees that the
due and punctual payment of the Obligations may be extended or renewed, in whole
or in part, without notice to or further assent from it, and that it will remain
bound upon its Guarantee hereunder notwithstanding any such extension or renewal
of any Obligation.

            The Company waives presentment to, demand of payment from and
protest to any Borrowing Subsidiary of any of the Obligations, and also waives
notice of acceptance of its obligations and notice of protest for nonpayment.
The obligations of the Company hereunder shall not be affected by (a) the
failure of any Lender or the Administrative Agent to assert any claim or demand
or to enforce any right or remedy against any Borrowing Subsidiary under the
provisions of this Agreement or otherwise; (b) any rescission, waiver, amendment
or modification of any of the terms or provisions of this Agreement, any
Borrowing Subsidiary Agreement or any other agreement; or (c) the failure of any
Lender to exercise any right or remedy against any Borrowing Subsidiary.
<PAGE>   109
                                                                             102

            The Company further agrees that its agreement hereunder constitutes
a promise of payment when due (whether or not any bankruptcy or similar
proceeding shall have stayed the accrual or collection of any of the Obligations
or operated as a discharge thereof) and not merely of collection, and waives any
right to require that any resort be had by any Lender to any balance of any
deposit account or credit on the books of any Lender in favor of any Borrower or
any other person.

            The obligations of the Company hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, and shall not
be subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever, by reason of the invalidity, illegality or unenforceability of the
Obligations, any impossibility in the performance of the Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
the Company hereunder shall not be discharged or impaired or otherwise affected
by the failure of the Administrative Agent or any Lender to assert any claim or
demand or to enforce any remedy under this Agreement or any other agreement, by
any waiver or modification in respect of any thereof, by any default, failure or
delay, wilful or otherwise, in the performance of the Obligations, or by any
other act or omission which may or might in any manner or to any extent vary the
risk of the Company or otherwise operate as a discharge of the Company or any
other Borrower as a matter of law or equity.

            The Company further agrees that its obligations hereunder shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any Obligation is rescinded or must otherwise
be restored by the Administrative Agent or any Lender upon the bankruptcy or
reorganization of any Borrower or otherwise.

            In furtherance of the foregoing and not in limitation of any other
right which the Administrative Agent or any Lender may have at law or in equity
against the Company by virtue hereof, upon the failure of any Borrowing
<PAGE>   110
                                                                             103

Subsidiary to pay any Obligation when and as the same shall become due, whether
at maturity, by acceleration, after notice of prepayment or otherwise, the
Company hereby promises to and will, upon receipt of written demand by the
Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of
such unpaid Obligation. The Company further agrees that if payment in respect of
any Obligation shall be due in a currency other than dollars and/or at a place
of payment other than New York and if, by reason of any Change in Law,
disruption of currency or foreign exchange markets, war or civil disturbance or
similar event, payment of such Obligation in such currency or at such place of
payment shall be impossible or, in the judgment of any applicable Lender, not
consistent with the protection of its rights or interests, then, at the election
of any applicable Lender, the Company shall make payment of such Obligation in
dollars (based upon the applicable Exchange Rate in effect on the date of
payment) and/or in New York, and shall indemnify such Lender against any losses
or expenses that it shall sustain as a result of such alternative payment.

            Upon payment by the Company of any Obligation, each Lender shall, in
a reasonable manner, assign the amount of such Obligation owed to it and so paid
to the Company, such assignment to be pro tanto to the extent to which the
Obligation in question was discharged by the Company, or make such disposition
thereof as the Company shall direct (all without recourse to any Lender and
without any representation or warranty by any Lender).

            Upon payment by the Company of any sums as provided above, all
rights of Company against any Borrowing Subsidiary arising as a result thereof
by way of right of subrogation or otherwise shall in all respects be
subordinated and junior in right of payment to the prior indefeasible payment in
full of all the Obligations owed by such Borrowing Subsidiary to the Lenders.
<PAGE>   111
                                                                             104

                                    ARTICLE X

                                  Miscellaneous

            SECTION 10.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

            (a) if to any Borrower, to it in care of the Company at 177
      Broad Street, Stamford, CT 60901, Attention of Frank Martell
      (Telecopy No. (203) 961-3177;

            (b) if to the Administrative Agent, to The Chase Manhattan Bank,
      Agent Bank Services Group, One Chase Manhattan Plaza, 8th Floor, New York,
      New York 10081, Attention of Janet Belden (Telecopy No. (212) 552-5658),
      with a copy to The Chase Manhattan Bank, One Chase Manhattan Plaza, New
      York 10081, Attention of Bruce Langenkamp (Telecopy No. (212) 552-0259),
      and to any other applicable address specified in the Alternate Procedures;

            (c) if to the Swingline Lender, to The Chase Manhattan Bank, Agent
      Bank Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New
      York 10081, Attention of Janet Belden (Telecopy No. (212) 552-5658), with
      a copy to The Chase Manhattan Bank, One Chase Manhattan Plaza, New York
      10081, Attention of Bruce Langenkamp (Telecopy No. (212) 552-0259); and

            (d) if to any other Lender, to it at its address (or
      telecopy number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to
<PAGE>   112
                                                                             105

the other parties hereto. All notices and other communications given to any
party hereto in accordance with the provisions of this Agreement shall be deemed
to have been given on the date of receipt.

            SECTION 10.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent or any Lender in exercising any right or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by any Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section , and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

            (b) Neither this Agreement nor any Borrowing Subsidiary Agreement
nor any provision hereof or thereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Company
and the Required Lenders or by the Company and the Administrative Agent with the
consent of the Required Lenders (and, in the case of a Borrowing Subsidiary
Agreement, the applicable Borrowing Subsidiary); provided that no such agreement
shall (i) increase the Commitment of any Lender without the written consent of
such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby (including in connection with any
Multicurrency Loan any reduction described in this subclause (ii) that would
affect such
<PAGE>   113
                                                                             106

Lender given such Lender's obligation to acquire a participation therein
pursuant to Section 2.01(d)), (iii) postpone the scheduled date of payment of
the principal amount of any Loan, or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender affected thereby (including in connection with any
Multicurrency Loan any postponement, reduction or waiver described in this
subclause (iii) that would affect such Lender given such Lender's obligation to
acquire a participation therein pursuant to Section 2.01(d)), (iv) change
Section 2.17(b) or (c) in a manner that would alter the pro rata sharing of
payments required thereby, without the written consent of each Lender, (v)
change any of the provisions of this Section or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender or (vi) release the Company from, or limit or condition, its
obligations under Article IX, without the written consent of each Lender;
provided further that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent or the Swingline Lender
hereunder without the prior written consent of the Administrative Agent or the
Swingline Lender, as the case may be.

            SECTION 10.03. Expenses; Indemnity; Damage Waiver. (a) The Company
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication of the credit facilities provided for herein, the preparation
and administration of this Agreement or any Borrowing Subsidiary Agreement or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) all reasonable out-of-pocket expenses incurred by the
Administrative Agent or any Lender, including the fees, charges and
<PAGE>   114
                                                                             107

disbursements of any counsel for the Administrative Agent or any Lender, in
connection with the enforcement or protection of its rights in connection with
this Agreement or any Borrowing Subsidiary Agreement, including its rights under
this Section , or in connection with the Loans made hereunder, including in
connection with any workout, restructuring or negotiations in respect thereof.

            (b) The Company shall indemnify the Administrative Agent and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses, including
the fees, charges and disbursements of any counsel for any Indemnitee, incurred
by or asserted against any Indemnitee arising out of, in connection with, or as
a result of (i) the execution or delivery of this Agreement or any Borrowing
Subsidiary Agreement or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto or thereto of their respective
obligations hereunder or thereunder or the consummation of the Transactions or
any other transactions contemplated hereby, (ii) any Loan or the use of the
proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Company or any of its
Subsidiaries, or any Environmental Liability related in any way to the Company
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses resulted from the gross negligence or wilful misconduct of such
Indemnitee.

            (c) To the extent that the Company fails to pay any amount required
to be paid by it to the Administrative Agent or the Swingline Lender under
paragraph (a) or (b) of this Section , each Lender severally agrees to pay to
the Administrative Agent or the Swingline Lender, as the case
<PAGE>   115
                                                                             108

may be, such Lender's Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent or the Swingline Lender in its
capacity as such.

            (d) To the extent permitted by applicable law, no Borrower shall
assert, and each Borrower hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement or any Borrowing Subsidiary Agreement or
any agreement or instrument contemplated hereby or thereby, the Transactions,
any Loan or the use of the proceeds thereof.

            (e) All amounts due under this Section shall be payable promptly
after written demand therefor.

            SECTION 10.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
(including any Borrowing Subsidiaries) and their respective successors and
assigns permitted hereby, except that no Borrower may assign or otherwise
transfer any of its rights or obligations hereunder or under any Borrowing
Subsidiary Agreement without the prior written consent of each Lender (and any
attempted assignment or transfer by any Borrower without such consent shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

            (b) Any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its
<PAGE>   116
                                                                             109

Commitment and the Loans at the time owing to it); provided that (i) except in
the case of an assignment to a Lender or an Affiliate of a Lender, each of the
Company and the Administrative Agent (and, in the case of an assignment of all
or a portion of a Commitment or any Lender's obligations in respect of its
Swingline Exposure or Multicurrency Loan Exposure, the Swingline Lender and each
Multicurrency Lender, as applicable; provided that, in the case of an assignment
of a Lender's obligations in respect of its Multicurrency Commitment such Lender
will not assign such obligations to any Lender that to the knowledge of the
assigning Lender would be entitled, immediately following such assignment, to
claim a greater amount than such assigning Lender under Section 2.14, 2.15 or
2.16 if another Lender or another financial institution that would not be
entitled to claim such greater amount shall have offered to assume such
obligations; it being understood that such assigning Lender must give a 30-day
prior written notice to the Company of any assignment if such assigning Lender
shall have knowledge that such assignment would entitle the assignee to claim a
greater amount as described in this proviso) must give their prior written
consent to such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Affiliate of a Lender
or an assignment of the entire remaining amount of the assigning Lender's
Commitment, the amount of the Commitment of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than $5,000,000 unless each of the Company and the Administrative Agent
otherwise consent, (iii) each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement, except that this clause (iii) shall not apply to rights in
respect of outstanding Competitive Loans, (iv) the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and
Acceptance, together with a processing and recordation fee of $3,500, and (v)
the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire; pro-
<PAGE>   117
                                                                             110

vided further that any consent of the Company otherwise required under this
paragraph shall not be required if an Event of Default under clause (h) or (i)
of Article VII has occurred and is continuing with respect to the Company. Upon
acceptance and recording pursuant to paragraph (d) of this Section , from and
after the effective date specified in each Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 10.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section .

            (c) The Administrative Agent, acting for this purpose as an agent of
the Borrowers shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the
Company and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.
<PAGE>   118
                                                                             111

            (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section , the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

            (e) Any Lender may, without the consent of any Borrower, the
Administrative Agent or the Swingline Lender, sell participations to one or more
banks or other entities (a "Participant") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrowers, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
10.02(b) that affects such Participant. Subject to paragraph (f) of this
Section , each Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section .
<PAGE>   119
                                                                             112

            (f) A Participant shall not be entitled to receive any greater
payment under Section 2.15 or 2.16 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Company's prior written consent. A Participant that would be a Foreign Lender if
it were a Lender shall not be entitled to the benefits of Section 2.16 unless
the Company is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrowers, to comply with Section
2.16(e) as though it were a Lender.

            (g) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any such pledge or assignment to a Federal Reserve
Bank, and this Section shall not apply to any such pledge or assignment of a
security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such assignee for such Lender as a party hereto.

            SECTION 10.05. Survival. All covenants, agreements, representations
and warranties made by the Borrowers herein and in the Borrowing Subsidiary
Agreements and the certificates or other instruments delivered in connection
with or pursuant to this Agreement shall be considered to have been relied upon
by the other parties hereto and shall survive the execution and delivery of this
Agreement and the making of any Loans, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid and so long as the
Commitments have not expired or terminated. The provisions of Sections 2.14,
2.15, 2.16 and 10.03 and Article VIII shall survive and remain in full force and
effect regardless of the consumma-
<PAGE>   120
                                                                             113

tion of the transactions contemplated hereby, the repayment of the Loans, the
expiration or termination of the Commitments or the termination of this
Agreement or any provision hereof.

            SECTION 10.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto (excluding any Borrowing
Subsidiaries), and thereafter shall be binding upon and inure to the benefit of
the parties hereto (including any Borrowing Subsidiaries) and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

            SECTION 10.07. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

            SECTION 10.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to
<PAGE>   121
                                                                             114

the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender to or for the credit or the
account of any Borrower against any of and all the obligations of such Borrower
now or hereafter existing under this Agreement held by such Lender, irrespective
of whether or not such Lender shall have made any demand under this Agreement
and although such obligations may be unmatured. The rights of each Lender under
this Section are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.

            SECTION 10.09.  Governing Law; Jurisdiction; Consent to Service of
Process.  (a)  This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

            (b) Each Borrower hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County and of the United
States District Court of the Southern District of New York, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto 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 Agreement shall affect any right that the Administrative Agent
or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement against any Borrower or its properties in the courts of any
jurisdiction.

            (c) Each Borrower hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or here-
<PAGE>   122
                                                                             115

after have to the laying of venue of any suit, action or proceeding arising out
of or relating to this Agreement in any court referred to in paragraph (b) of
this Section . Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

            (d) Each party to this Agreement (including any Borrowing
Subsidiaries) irrevocably consents to service of process in the manner provided
for notices in Section 10.01. Nothing in this Agreement will affect the right of
any party to this Agreement to serve process in any other manner permitted by
law.

            SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

            SECTION 10.11. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

            SECTION 10.12. Confidentiality. Each of the Administrative Agent and
the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it
<PAGE>   123
                                                                             116

being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section , to any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement, (g) with the consent of the Company or (h) to the extent
such Information (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to the Administrative Agent or
any Lender on a nonconfidential basis from a source other than the Company. For
the purposes of this Section , "Information" means all information received from
the Company relating to the Company or its business, other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by the Company; provided that, in the
case of information received from the Company after the date hereof, such
information is identified at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

            SECTION 10.13. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in
<PAGE>   124
                                                                             117

accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.

            SECTION 10.14. Conversion of Currencies. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto (including
any Borrowing Subsidiary) agrees, to the fullest extent that it may effectively
do so, that the rate of exchange used shall be that at which in accordance with
normal banking procedures in the relevant jurisdiction the first currency could
be purchased with such other currency on the Business Day immediately preceding
the day on which final judgment is given.

            (b) The obligations of each Borrower in respect of any sum due to
any party hereto or any holder of the obligations owing hereunder (the
"Applicable Creditor") shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than the currency in which such sum is stated to be
due hereunder (the "Agreement Currency"), be discharged only to the extent that,
on the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, such Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
<PAGE>   125
                                                                             118

Applicable Creditor against such loss. The obligations of the Borrowers
contained in this Section 10.14 shall survive the termination of this Agreement
and the payment of all other amounts owing hereunder.


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



                                    ACNIELSEN CORPORATION,

                                      by
                                         -------------------------------
                                         Name:
                                         Title:


                                    THE CHASE MANHATTAN BANK,
                                    individually and as Administrative
                                    Agent,

                                      by
                                         -------------------------------
                                         Name:
                                         Title:


                                    THE NORTHERN TRUST COMPANY,
                                    individually and as
                                    Co-Agent,

                                      by
                                         -------------------------------
                                         Name:
                                         Title:
<PAGE>   126
                                                                             119

                                    ABN AMRO BANK N.V., NEW YORK BRANCH,

                                      by
                                         -------------------------------
                                         Name:
                                         Title:


                                      by
                                         -------------------------------
                                         Name:
                                         Title:


                                    THE BANK OF NEW YORK,

                                      by
                                         -------------------------------
                                         Name:
                                         Title:


                                    CORESTATES BANK, N.A.,

                                      by
                                         -------------------------------
                                         Name:
                                         Title:


                                    CREDITO ITALIANO,

                                      by
                                         -------------------------------
                                        Name:
                                        Title:
<PAGE>   127
                                                                             120


                                    THE FIRST NATIONAL BANK OF BOSTON,

                                      by
                                         -------------------------------
                                                        Name:
                                                       Title:


                                    MIDLAND BANK PLC, NEW YORK BRANCH,

                                      by
                                         -------------------------------
                                        Name:
                                        Title:


                                    PNC BANK, NATIONAL ASSOCIATION,

                                      by
                                         -------------------------------
                                        Name:
                                        Title:


                                    THE SANWA BANK LIMITED,

                                      by
                                         -------------------------------
                                        Name:
                                        Title:


                                    TORONTO DOMINION (NEW YORK), INC.,

                                      by
                                         -------------------------------
                                        Name:
                                        Title:
<PAGE>   128
                                                                             121

                                    SOCIETE GENERALE,

                                      by
                                         -------------------------------
                                           Name:
                                           Title: