<PAGE>   1
                                                                    Exhibit 10.3

                                CREDIT AGREEMENT

                          dated as of November 17, 1999

                                      among


                         PNC BANK, NATIONAL ASSOCIATION,
                     as Administrative Agent for the Banks,


                            THE BANK OF NOVA SCOTIA,
                       as Syndication Agent for the Banks,


                           FIRST UNION NATIONAL BANK,
                      as Documentation Agent for the Banks,

                            THE CHASE MANHATTAN BANK
                       NATIONAL CITY BANK OF PENNSYLVANIA
                             SUN TRUST BANK, ATLANTA
                              THE BANK OF NEW YORK
                              BANK OF AMERICA, N.A.
                                   SUMMIT BANK
                                 COMERICA BANK,
                                  as Co-Agents

                             THE BANKS NAMED HEREIN,

                  THE BORROWERS FROM TIME TO TIME PARTY HERETO

                                       and

                             SLC TECHNOLOGIES, INC.,
                  as a Borrower and as Agent for the Borrowers

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

                             THE BANK OF NOVA SCOTIA

                                       and

                           PNC CAPITAL MARKETS, INC.,

                             as Joint Lead Arrangers

                  ---------------------------------------------
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                              <C>
ARTICLE I. DEFINITIONS............................................................................................2

       SECTION 1.1. Certain Defined Terms.........................................................................2
       SECTION 1.2. Accounting Terms.............................................................................27

ARTICLE II. THE LOANS............................................................................................27

       SECTION 2.1. The Loans ...................................................................................27
       SECTION 2.1A The Term Loan................................................................................28
       SECTION 2.2. The Revolving Credit.........................................................................29
       SECTION 2.3. Procedures for Advances under the Revolving Credit...........................................31
       SECTION 2.4. Reduction and Termination of the Commitments.................................................33
       SECTION 2.5. The Swing Line...............................................................................34
       SECTION 2.6. Optional Prepayment..........................................................................37
       SECTION 2.7. Interest ....................................................................................38
       SECTION 2.8. Interest After an Event of Default...........................................................41
       SECTION 2.9. Inability to Determine Interest Rate.........................................................41
       SECTION 2.10. Illegality .................................................................................42
       SECTION 2.11. Additional Costs............................................................................42
       SECTION 2.12. Foreign Taxes...............................................................................43
       SECTION 2.13. Funding Loss and Currency Hedge Indemnification.............................................44
       SECTION 2.14. Letter of Credit Cash Collateral Account....................................................45
       SECTION 2.15. Letters of Credit...........................................................................45
       SECTION 2.16. Closing Fee.................................................................................55
       SECTION 2.17. Administration Fee..........................................................................55
       SECTION 2.18. Ticking Fee and Commitment Fee..............................................................55
       SECTION 2.19. Calculations................................................................................56
       SECTION 2.20. Currency Provisions.........................................................................56
       SECTION 2.21. Judgment Currency...........................................................................58
       SECTION 2.22. Capital Adequacy............................................................................58
       SECTION 2.23. Usury ......................................................................................58
       SECTION 2.24. Payments ...................................................................................59
       SECTION 2.25. Payment Due on Non-Business Days............................................................60
       SECTION 2.26. Replacement of a Bank in Certain Circumstances..............................................60
       SECTION 2.27. Special Provisions Concerning Foreign Borrowers.............................................60
       SECTION 2.28. Withholding Taxes...........................................................................61
       SECTION 2.29. European Union..............................................................................61

ARTICLE III. CONDITIONS OF LENDING...............................................................................62

       SECTION 3.1. Conditions Precedent to the Initial Advance..................................................62
       SECTION 3.2. Conditions Precedent to All Advances.........................................................66
       SECTION 3.3. Conditions to Issuance of Letters of Credit..................................................67
       SECTION 3.4. Deemed Representations.......................................................................68

ARTICLE IV. REPRESENTATIONS AND WARRANTIES.......................................................................68

       SECTION 4.1. Organization, Good Standing and Qualification................................................68
       SECTION 4.2. Corporate Power and Authority; No Conflicts..................................................68
       SECTION 4.3. Legally Enforceable Agreements...............................................................69
</TABLE>

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<PAGE>   3
<TABLE>
<CAPTION>
<S>                                                                                                              <C>
       SECTION 4.4. Litigation ..................................................................................69
       SECTION 4.5. Financial Statements and Projections.........................................................69
       SECTION 4.6. Ownership and Liens..........................................................................71
       SECTION 4.7. No Negative Pledge...........................................................................71
       SECTION 4.8. Taxes .......................................................................................71
       SECTION 4.9. ERISA .......................................................................................71
       SECTION 4.10. Subsidiaries and Ownership of Stock.........................................................74
       SECTION 4.11. Credit Arrangements.........................................................................74
       SECTION 4.12. Operation of Business.......................................................................74
       SECTION 4.13. No Default on Outstanding Judgments or Orders...............................................74
       SECTION 4.14. No Defaults on Other Agreements.............................................................75
       SECTION 4.15. Labor Disputes, etc.........................................................................75
       SECTION 4.16. Governmental Regulation.....................................................................75
       SECTION 4.17. Partnerships................................................................................75
       SECTION 4.18. Environmental Matters.......................................................................75
       SECTION 4.19. Compliance with Laws........................................................................76
       SECTION 4.20. Regulations U and X.........................................................................77
       SECTION 4.21. Accuracy of Representations.................................................................77
       SECTION 4.22.  Solvency ..................................................................................77
       SECTION 4.23.  Year 2000 .................................................................................77
       SECTION 4.24.  Recapitalization Agreement.................................................................78
       SECTION 4.25. Survival of Representations.................................................................78

ARTICLE V. FINANCIAL COVENANTS AND DEBT AND LIEN RESTRICTIONS....................................................78

       SECTION 5.1. Net Worth ...................................................................................78
       SECTION 5.2. Leverage ....................................................................................79
       SECTION 5.3. Fixed Charge Coverage Ratio..................................................................79
       SECTION 5.4. Restrictions on Indebtedness.................................................................79
       SECTION 5.5. Liens .......................................................................................81

ARTICLE VI. AFFIRMATIVE COVENANTS................................................................................81

       SECTION 6.1. Maintenance of Existence.....................................................................81
       SECTION 6.2. Conduct of Business..........................................................................81
       SECTION 6.3. Maintenance of Properties, Trademarks, Patents, and Licenses.................................81
       SECTION 6.4. Maintenance of Records.......................................................................82
       SECTION 6.5. Maintenance of Insurance.....................................................................82
       SECTION 6.6. Compliance with Laws.........................................................................82
       SECTION 6.7. Right of Inspection..........................................................................82
       SECTION 6.8. Reporting Requirements.......................................................................82
       SECTION 6.9. Compliance with Environmental Laws...........................................................85
       SECTION 6.10. Use of Proceeds.............................................................................86
       SECTION 6.11. Taxes ......................................................................................86
       SECTION 6.12. ERISA ......................................................................................86
       SECTION 6.13. Incorporation of Terms and Conditions.......................................................88
       SECTION 6.14.  Future Subsidiaries........................................................................89

ARTICLE VII. NEGATIVE COVENANTS..................................................................................90

       SECTION 7.1. Investments .................................................................................90
       SECTION 7.2. Restricted Payments..........................................................................91
       SECTION 7.3. Sale of Assets...............................................................................92
       SECTION 7.4. Transactions with Affiliates.................................................................93
</TABLE>

                                      -ii-
<PAGE>   4
<TABLE>
<CAPTION>
<S>                                                                                                             <C>
       SECTION 7.5. Mergers, Acquisitions, Etc...................................................................93
       SECTION 7.6. Transactions with Foreign Borrowers..........................................................94
       SECTION 7.7. Restrictive Agreements.......................................................................95

ARTICLE VIII. EVENTS OF DEFAULT..................................................................................96

       SECTION 8.1. Events of Default............................................................................96
       SECTION 8.2. Remedies; Application of Collections........................................................100

ARTICLE IX. THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT AND THE DOCUMENTATION
         AGENT; RELATIONS AMONG BANKS AND BORROWERS.............................................................101

       SECTION 9.1. Appointment, Powers and Immunities of Agent.................................................101
       SECTION 9.2. Reliance by Agent...........................................................................101
       SECTION 9.3. Defaults ...................................................................................102
       SECTION 9.4. Rights of Each Agent as a Bank..............................................................102
       SECTION 9.5. Indemnification of Each Agent...............................................................103
       SECTION 9.6. Documents ..................................................................................103
       SECTION 9.7. Non-Reliance on Agent and Other Banks.......................................................103
       SECTION 9.8. Failure of Agent to Act.....................................................................104
       SECTION 9.9. Resignation of Agent........................................................................104
       SECTION 9.10. Amendments Concerning Agency Function......................................................105
       SECTION 9.11. Liability of Agent.........................................................................105
       SECTION 9.12. Transfer of Agency Function................................................................105
       SECTION 9.13. Several Obligations and Rights of Banks....................................................105
       SECTION 9.14. Sharing of Payments Among Banks............................................................105

ARTICLE X. MISCELLANEOUS........................................................................................106

       SECTION 10.1. Amendments and Waivers.....................................................................106
       SECTION 10.2. Expenses...................................................................................106
       SECTION 10.3. Survival; Indemnification..................................................................107
       SECTION 10.4. Assignment; Participations.................................................................108
       SECTION 10.5. Certain Determinations.....................................................................109
       SECTION 10.6. Notices ...................................................................................109
       SECTION 10.7. Set-off ...................................................................................109
       SECTION 10.8. Jurisdiction; Immunities...................................................................110
       SECTION 10.9. Further Assurances.........................................................................111
       SECTION 10.10. Table of Contents; Headings...............................................................111
       SECTION 10.11. Severability..............................................................................111
       SECTION 10.12. Counterparts..............................................................................111
       SECTION 10.13. Integration...............................................................................111
       SECTION 10.14. Governing Law.............................................................................111
       SECTION 10.15. Appointment of the Company as Agent for the Borrowers.....................................111
       SECTION 10.16. Borrowers' Obligations....................................................................111
</TABLE>



<TABLE>
<S>                           <C>
Exhibit 1.1A                  Counterpart Agreement
Exhibit 2.1                   The Loans
Exhibit 2.1A                  Form of Term Note
Exhibit 2.2                   Form of Revolving Credit Note
Exhibit 2.3                   Foreign Currency Lending Offices
Exhibit 2.5                   Form of Swing Line Note
Exhibit 6.8(d)                Form of Compliance Certificate
Exhibit 3.1(1)(i)             Form of Company Pledge Agreement
Exhibit 3.1(1)(j)-1           Form of Domestic Subsidiary Guaranty
</TABLE>

                                     -iii-
<PAGE>   5
<TABLE>
<S>                           <C>
Exhibit 3.1(l)(j)-2           Form of SLC BV Guaranty
Exhibit 3.1(1)(k)             Form of Subsidiary Pledge Agreement

Schedule 1                    Permitted Liens
Schedule 2                    Litigation
Schedule 3                    Financial Statement Notes
Schedule 4                    List of Defined Benefit Pension Plans, Defined Contribution Plans and Multiemployer Plans
Schedule 4.15                 Labor Disputes
Schedule 4.17                 Partnerships and Joint Ventures
Schedule 5                    List of Subsidiaries and Ownership of Parent
Schedule 6                    List of Credit Agreements
Schedule 7                    Environmental Disclosure
Schedule 8                    Certain Indebtedness
</TABLE>

                                      -iv-
<PAGE>   6
         CREDIT AGREEMENT dated as of November 17, 1999, among SLC TECHNOLOGIES,
INC. ("SLC", the "Domestic Borrower" or the "Company" and which term includes,
as of the date of consummation of the Merger referred to below, ITI
Technologies, Inc., a Delaware corporation ("ITI")); the several banks listed on
the signature pages hereto (individually a "Bank" and collectively the "Banks");
PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Banks (in such
capacity, and any successor administrative agent shall hereinafter be referred
to as, the "Administrative Agent"); THE BANK OF NOVA SCOTIA, as syndication
agent for the Banks (in such capacity, and any successor syndication agent shall
hereinafter be referred to as the "Syndication Agent"); and FIRST UNION NATIONAL
BANK, as Documentation Agent (in such capacity, the "Documentation Agent").

                                   BACKGROUND

         BGP plans to acquire approximately 60-77% of the capital stock of ITI
by merging (the "Merger") pursuant to an Agreement and Plan of Merger and
Reorganization dated as of September 28, 1999 (the "Merger Agreement") the
Company into ITI, with ITI being the surviving corporation. Pursuant to the
Merger, (a) the Capital Stock of SLC will be converted into approximately 60-77%
of the Capital Stock of ITI, depending on the results of the cash election
referred to in the Merger Agreement, (b) the shareholders of ITI will have the
option to receive $36.50 per share in cash for up to 50% of the outstanding
Capital Stock of ITI (the "Cash Election Consideration"), and (c) ITI will
expressly assume all obligations of the Company under this Agreement and the
other Transaction Documents to which the Company is a party.

          The Borrowers have requested that the Banks provide the Term Loan,
Revolving Credit and the Swing Line (these terms and certain other terms are
defined in SECTION 1.1) to the Borrowers and the Banks severally have agreed to
provide the Term Loan, Revolving Credit and/or the Swing Line on the terms and
conditions herein contained. The Term Loan will be made available in a single
borrowing to occur on the Initial Funding Date and will be used to fund the
payment of a portion of the Cash Election Consideration. The Revolving Credit
will be used for working capital and general corporate purposes, to fund the
payment of a portion of the Cash Election Consideration and to refinance (the
"Refinancing") existing debt. The Swing Line will be used for working capital
and general corporate purposes.

         Although this Agreement provides in general that all of the Borrowers
are jointly and severally liable for all Obligations as co-borrowers, the
Company has advised the Banks that it would suffer certain unfavorable United
States income tax consequences if Foreign Borrowers assume liability for Loans
to the Domestic Borrower. Accordingly, the Banks have agreed to limit the
<PAGE>   7
liability of the Foreign Borrowers as described in SECTION 2.27, in order to
provide the Company and all of its Domestic Subsidiaries the benefit of avoiding
those tax consequences. The limitation on the liability of the Foreign Borrowers
contained in SECTION 2.27 is not intended to limit the liability of the Company
on account of Loans to Foreign Borrowers or the liability of SLC BV under the
SLC BV Guaranty.

         NOW, THEREFORE, the parties agree as follows, intending to be legally
bound.

                                   ARTICLE I.

                                   DEFINITIONS

         SECTION 1.1. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

         "Accumulated Funding Deficiency" has the meaning given to such term in
Section 412(a) of the Code and Section 302(a) of ERISA.

         "Adjusted LIBOR" means LIBOR plus the Applicable Margin.

         "Administrative Agent" has the meaning given to such term in the
introductory paragraph hereof.

         "Advance" has the meaning given to such term in SECTION 2.1.

         "Affected Bank" has the meaning given to such term in SECTION 2.26.

         "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. As used
herein, the term "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. A
Person (a) owning 5% or more of the equity or other beneficial interests of a
specified Person or (b) which is a general partner of such specified Person
shall be deemed to Control such specified Person.

         "Agent" or "Agents" means, individually or collectively, the
Administrative Agent, the Syndication Agent and/or the Documentation Agent.

                                      -2-
<PAGE>   8
         "Agreement" means this Credit Agreement, as the same may be amended,
supplemented or otherwise modified from time to time. References to Articles,
Sections, Exhibits, Schedules and the like refer to the Articles, Sections,
Exhibits, Schedules and the like of this Agreement unless otherwise indicated.

         "Alternate Base Rate" means, from time to time, the greater of (a) the
Prime Rate or (b) the Federal Funds Effective Rate plus 0.5% per annum, such
rate to change the opening of business on the day of each change in the rate by
which it is then determined.

         "Alternate Base Rate Loan" means the Revolving Credit Base Rate
Tranche, Term Loan Base Rate Tranche or any Swing Line Loan when and to the
extent the interest rate thereof is determined by reference to the Alternate
Base Rate.

         "Amount of Unfunded Benefit Liabilities" has the meaning given to such
term in Section 4001(a)(18) of ERISA but determined on the basis of the
actuarial assumptions used by the respective enrolled actuaries for the Defined
Benefit Pension Plans in the actuarial reports most recently prepared for such
Defined Benefit Pension Plans provided such actuarial assumptions comply with
the requirements of Section 4001(a)(18) of ERISA.

         "Applicable Margin" means, through the date (the "Grid Activation
Date") which is 180 days after the Initial Funding Date, 1.50% per annum in the
case of Eurodollar Loans and 0.50% per annum with respect to all Alternate Base
Rate Loans, provided that after such date the foregoing shall continue in effect
unless otherwise specified in accordance with the table and text below:

<TABLE>
<CAPTION>
                                                           Then the Applicable Margin for

                                                              Alternate       Eurodollar
                                                              Base Rate       Loans
         If Leverage Ratio is:                                Loans is:       is:
         ---------------------                                ---------       ---
<S>                                                        <C>                <C>
         3.00 or greater                                      0.75%           1.75%

         equal to or greater than
         2.50 but less than 3.00                              0.50%           1.50%

         less than 2.50                                       0.25%           1.25%
</TABLE>

The calculation of the Applicable Margin pursuant to the above table shall be
made quarterly, commencing with the most recent fiscal quarter ending prior to
the Grid Activation Date, for the immediately preceding twelve month period, and
shall be based upon the Consolidated balance sheet and income statement of the
Borrowers for such period. In the event that the Applicable

                                      -3-
<PAGE>   9
Margin changes, such change shall become effective for all Revolving Credit
Eurodollar Tranches, Revolving Credit Base Rate Tranches, Term Loan Eurodollar
Tranches and Term Loan Base Rate Tranches then existing or thereafter made or
converted, as of the first day of the month immediately following the month in
which the Company's financial statements are delivered to the Administrative
Agent. If the financial statements and Compliance Certificate delivered to the
Agents pursuant to Section 6.8 for the most recent fiscal quarter ending prior
to the Grid Activation Date disclose that the Leverage Ratio as of that date was
equal to or exceeded 3.00 to 1.00, the Applicable Margin shall be increased,
retroactive to the date the initial Loans are made, to correspond to the actual
ratio. Any additional interest owing as a result of such increase shall be
payable on demand to the extent the increase relates to any period for which
interest shall have been previously paid, and otherwise on the next applicable
Interest Payment Date. If the Company shall fail to deliver a Compliance
Certificate within the number of days after the end of any fiscal quarter or
year as required pursuant to Section 6.8 (without giving effect to any grace
period), but shall thereafter deliver such Compliance Certificate, any increase
(but not any decrease) in the Applicable Margin for Loans resulting from a
change in the Leverage Ratio shall be retroactive to the first day of the month
immediately following the month in which the Company's quarterly financial
statements were required to be delivered to the Administrative Agent.

          "Asset Sale" means any sale, lease, transfer or other disposition of
assets (each referred to for the purposes of this definition as a "disposition")
by the Company or any of its Subsidiaries, other than (a) dispositions of
inventory in the ordinary course of business, (b) dispositions of surplus or
obsolete inventory or equipment, waste or by-product material in the ordinary
course of business and (c) dispositions of investments permitted under clause
(a), (b), (c) and (d) of SECTION 7.1.

         "Belgian Franc" means the lawful currency of the Kingdom of Belgium.

         "Berwind Family Member" means (1) any lineal descendant by birth or
adoption of Charles G. Berwind or any spouse of such a descendant, (2) any trust
all the beneficiaries of which are Persons described in clause (1), and (3) any
corporation or partnership all the equity in which is owned, directly or
indirectly, by one or more Persons described in clause (1) or (2); but the term
does not include the Parent or any of its Subsidiaries.

         "BGP" means Berwind Group Partners, a Pennsylvania general partnership.

                                      -4-
<PAGE>   10
         "Borrower" means each of the Company and each other entity that from
time to time becomes a Foreign Borrower.

         "Business Day" means a day other than a Saturday, Sunday or a legal
holiday on which commercial banks are authorized or required to close under the
laws of Pennsylvania or federal law.

         "Capital Expenditures" means for any period, the gross amount of
additions during such period to the fixed assets, property, plant and equipment
of the Company and its Subsidiaries, all as such additions would be reflected on
a consolidated balance sheet of the Company and its Subsidiaries prepared in
accordance with GAAP.

         "Capital Stock" means, (i) any and all shares, interests,
participations or other equivalents of or interests in (however designated)
corporate stock, including, without limitation, shares of preferred or
preference stock, (ii) all partnership interests (whether general or limited) in
any Person which is a partnership, (iii) all membership interests or limited
liability company interests in any limited liability company, and (iv) all
equity or ownership interests in any Person of any other type.


         "Cash Election Consideration" means the cash payable to ITI
stockholders and holders of stock options pursuant to the Merger Agreement.

         "Cash Election Reduction Amount" means:

         (a) with respect to the Term Loan, the lesser of (1) $100,000,000 and
(2) the difference of (x) the amount which would be payable under the Merger
Agreement as Cash Election Consideration if all shareholders and optionholders
exercise the Cash Election less (y) the amount actually payable as Cash Election
Consideration; and

                  (b) with respect to the Revolving Credit, the lesser of (1)
$25,000,000 and (2) the difference, if positive, of (x) the amount in clause
(a)(2) above less (y) $100,000,000.

         "CERCLA" means the Comprehensive Environmental Response, Compensation,
and Liability Act, 42 U.S.C. Section 9601 et seq., as amended from time to time.

         "COBRA Violation" means any violation of the "continuation coverage
requirements" for "group health plans" of former Section 162(k) of the Code (as
in effect for tax years beginning on or before December 31, 1988) and of Section
4980B of the Code (as in effect for tax years beginning on or after January 1,
1989) and Part 6 of Subtitle B of Title I of ERISA.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any regulations thereunder.

                                      -5-
<PAGE>   11
         "Combined" refers to the combination of the accounts of the SLC and its
Subsidiaries and ITI and its Subsidiaries in accordance with GAAP, including
principles of combination applied in a manner consistent with the application of
such principles in the preparation of the audited financial statements mentioned
in SECTION 4.5.

         "Commitment" has the meaning given to such term in SECTION 2.1.

         "Commitment Fee" has the meaning given to such term in SECTION 2.18.

         "Company" has the meaning given to such term in the introductory
paragraph hereof (and includes from and after the Initial Funding Date, ITI as
the survivor of the Merger).

         "Company Pledge Agreement" means the Pledge Agreement executed and
delivered by the Company pursuant to Section 3.1(1)(i) substantially in the form
of Exhibit 3.1(1)(i), as amended, supplemented, amended and restated or
otherwise modified from time to time pursuant to the terms thereof.

         "Compliance Certificate" has the meaning given to such term in SECTION
6.8.

         "Consolidated" refers to the consolidation of the accounts of the
Company and its Subsidiaries in accordance with GAAP, including principles of
consolidation, applied in a manner consistent with the application of such
principles in the preparation of the audited financial statements mentioned in
SECTION 4.5.

         "Consolidating" refers to the separate accounts of the Company and its
Subsidiaries prepared in accordance with GAAP applied in a manner consistent
with the application of such principles in preparing such accounts underlying
the audited financial statements mentioned in SECTION 4.5.

         "Contingent Liabilities" means all liabilities that would, in
accordance with GAAP, be classified as contingent liabilities.

         "Controlled Group" means a group of employers, of which any Borrower or
any of its Subsidiaries is a member and which group constitutes:

                  (a) A controlled group of corporations (as defined in Section
414(b) of the Code);

                  (b) Trades or businesses (whether or not incorporated) which
are under common control (as defined in Section 414(c) of the Code);

                                      -6-
<PAGE>   12
                  (c) Trades or businesses (whether or not incorporated) which
constitute an affiliated service group (as defined in Section 414(m) of the
Code); or

         (d) For purposes of Sections 414(m)(4) and 414(n)(3) of the Code, any
other entity required to be aggregated with any Borrower pursuant to Section
414(o) of the Code.

         "Counterpart Agreement" means a Counterpart Agreement executed and
delivered by a Foreign Subsidiary in order to become a Foreign Borrower,
substantially in the form of Exhibit 1.1A, as amended, supplemented, amended and
restated or otherwise modified from time to time in accordance with its terms.

         "Credit Party" means each Borrower and each Guarantor.

         "Default Rate" means the Alternate Base Rate plus 2%.

         "Defined Benefit Pension Plan" means a defined benefit pension plan
(other than a Multiemployer Plan) as defined in Section 3(35) of ERISA which is
maintained by any Borrower or any member of its Controlled Group.

         "Defined Contribution Plan" means an individual account plan as defined
in Section 3(34) of ERISA which is maintained by any Borrower or any member of
its Controlled Group.

         "Deutsche Mark" means the lawful currency of the Federal Republic of
Germany.

         "Documentation Agent" has the meaning given to such term in the
introductory paragraph hereof.

         "Dollars", "U.S. Dollars" and the symbols "$" and "U.S.$" mean lawful
currency of the United States of America.

         "Domestic" when used with reference to a Subsidiary, means a Subsidiary
organized under the laws of the United States of America, a state thereof, the
District of Columbia, Puerto Rico, or the United States Virgin Islands.

         "Domestic Borrower" means the Company.

         "Domestic Subsidiary Guarantor" means, on the Initial Funding Date,
each Domestic Subsidiary of the Company and thereafter, each Subsidiary of the
Company that is required, pursuant to SECTION 6.14, to execute and deliver a
supplement to the Domestic Subsidiary Guaranty.

         "Domestic Subsidiary Guaranty" means the Guaranty executed and
delivered by each Domestic Subsidiary pursuant to the terms of this Agreement,
substantially in the form of Exhibit 3.1(1)(j)-1, as amended, supplemented,
amended and restated or

                                      -7-
<PAGE>   13
otherwise modified from time to time in accordance with its terms.

         "Dutch Guilder" means the lawful currency of the Kingdom of the
Netherlands.

         "EBITDA" means Net Income (less extraordinary non-cash income plus
extraordinary non-cash expenses) plus, to the extent deducted in determining Net
Income, income tax expense, Interest Expense, depreciation expense and
amortization expense, all as calculated on a rolling four quarter basis for the
Company and its Subsidiaries on a Consolidated basis. If any of such rolling
four quarters shall commence prior to the Merger Date, EBITDA shall be computed
as if the Merger had occurred on the first day of the first of such quarters.
EBITDA shall be adjusted as follows (but only to the extent the following
amounts were otherwise taken into account in determining EBITDA): (a) for any
fiscal quarter ended on or prior to the Merger Date, EBITDA shall be increased
by management fees and foreign sales commissions actually paid to Affiliates of
SLC in the ordinary course of business for each such fiscal quarter, (b) for the
fiscal quarter ended June 30, 1999, EBITDA shall be increased by the $4,100,000
non-cash write-off taken by ITI in connection with the litigation against
Pittway Corporation and its subsidiary, Ademco Distribution, Inc.; (c) EBITDA
shall be increased for the fiscal quarter in which the Merger Date occurs, the
amount, not to exceed $50,000,000 of the write down of in process research and
development assets of the Company and its Subsidiaries on a Consolidated basis,
and (d) EBITDA shall be increased by the amount (but not in excess of
$6,000,000) of nonrecurring expenses for restructuring in excess of $4,000,000
included in the Company's Projections provided to the Agents on October 8, 1999,
incurred on or before 365 days after the Merger Date.

         "Environmental Laws" refers to any and all applicable federal, state,
local and foreign statutes, ordinances, regulations, and rules, standards and
requirements of common law, whether now in force or as amended or enacted in the
future, concerning or relating to the protection of health and the environment.

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

         "Euro" means the common currency of the European Union.

         "Eurocurrency Reserve Requirement" means for any day as applied to a
LIBOR Loan or a Revolving Credit Foreign Currency Tranche, the aggregate of the
rates (such aggregate being expressed as a decimal) of reserve requirements in
effect on such day (including, without limitation, basic, supplemental, marginal
and emergency reserves under any regulations of the Board of Governors of the
Federal Reserve System or other Governmental

                                      -8-
<PAGE>   14
Authority having jurisdiction with respect thereto, as now and from time to time
hereafter in effect) for eurocurrency funding (currently referred to as
"Eurocurrency liabilities" in Regulation D of such Board) maintained by a member
bank of the Federal Reserve System.

         "Eurodollar Loan" means any Revolving Credit Eurodollar Tranche and
Term Loan Eurodollar Tranche.

         "Event of Default" has the meaning given to such term in SECTION 8.1.

         "Exposure" means, as to any Bank at any time, an amount equal to the
sum of (a) the aggregate principal amount of the Revolving Credit and the Term
Loan made by such Bank outstanding at such time and (b) such Bank's share of the
Letter of Credit Liability at such time.

         "Federal Funds Effective Rate" means, for any day, the rate per annum
equal to the weighted average of the rates on overnight federal funds
transactions as published by the Federal Reserve Bank of Philadelphia for such
day (or for any day that is not a Business Day, for the immediately preceding
Business Day).

         "Fee Letter" means the letter dated September 28, 1999 among the
Company, PNC Bank, National Association, PNC Capital Markets, Inc. and The Bank
of Nova Scotia relating to, among other things, the payment of certain fees and
expenses in connection with the transactions contemplated hereby.

         "Financial Statements" has the meaning given to such term in SECTION
4.5.

         "Fixed Charge Coverage Ratio" means at any time, the ratio of (a)
EBITDA less Capital Expenditures (excluding Capital Expenditures financed
through the incurrence of Indebtedness (other than the Loans) permitted under
this Agreement) to (b) Fixed Charges, all as calculated on a rolling four
quarter basis for the Company and its Subsidiaries on a Consolidated basis.

         "Fixed Charges" means the sum of, without duplication, (a) Interest
Expense; (b) required amortization of Indebtedness including Indebtedness under
capitalized leases (other than Indebtedness hereunder or under the other Loan
Documents), determined on a consolidated basis in accordance with GAAP; (c)
required amortization of the Term Loan pursuant to SECTION 2.1A; (d) Restricted
Payments made pursuant to SECTION 7.2(C); and (e) consolidated cash income tax
expense exclusive of any deferred portion thereof, all as calculated on a
rolling four quarter basis for the Company and its Subsidiaries on a
Consolidated basis. For purposes of computing the Interest Expense and tax
expense components of Fixed Charges with respect the first, second, third and
fourth fiscal quarters after the Merger Date,

                                      -9-
<PAGE>   15
the amount of such component for four fiscal quarters ending with such fiscal
quarter shall be the product of (x) the actual amount of such Interest Expense
or taxes, as the case may be, from and including the Merger Date through the
last date of such fiscal quarter times (y) a fraction, the numerator of which is
365 and the denominator of which is the number of days from and including the
Merger Date through the last day of such fiscal quarter.

         "Foreign" when used with reference to a Borrower or Subsidiary means a
Borrower or Subsidiary that is not the Domestic Borrower or a Domestic
Subsidiary, respectively.

         "Foreign Borrower" means any Foreign Subsidiary if the following
conditions shall have been satisfied:

                           (a) the Company shall have delivered to the
         Administrative Agent a certificate of an authorized officer of the
         Company (i) designating such Foreign Subsidiary as a Foreign Borrower
         and specifying the effective date of such designation and (ii)
         certifying that (X) the conditions precedent to such designation shall
         have been satisfied, (Y) the representations and warranties in Article
         IV are true and correct on such date as though made on and as of such
         date and (Z) no event has occurred and is continuing which constitutes
         an Incipient Default or an Event of Default,

                           (b) if the Foreign Borrower is not SLC BV, SLC BV
         shall have duly executed and delivered to the Administrative Agent a
         counterpart of the SLC BV Guaranty unless the Company shall have
         delivered to the Administrative Agent a certificate of the chief
         financial officer of the Company certifying that the guarantee
         thereunder is reasonably likely to result in material additional tax or
         similar liabilities of the Company and its Subsidiaries taken as a
         whole;

                           (c) the Foreign Borrower shall have executed and
delivered a Counterpart Agreement; and

                           (d) the Administrative Agent shall have received
         documents as to such Foreign Borrower comparable to those set forth in
         SECTION 3.1(1)(a) and, in the case of SLC BV as a Foreign Borrower or
         with respect to the SLC BV Guaranty in the case of any other Foreign
         Borrower, legal opinions as to such matters as it may request.

         "Foreign Currency" means Belgian Francs, Deutsche Marks, Dutch
Guilders, French Francs, Italian Lira, Sterling and the Euro.

         "Foreign Currency Lending Office" means the office or branch of any
Bank set forth on Exhibit 2.3 and designated by such Bank to receive notices in
connection with Revolving Credit Foreign

                                      -10-
<PAGE>   16
Currency Tranches or Letters of Credit denominated in a Foreign Currency and to
make Advances in Foreign Currencies.

         "Foreign Taxes" has the meaning given to such term in SECTION 2.12.

                                      -11-
<PAGE>   17
         "French Franc" means the lawful currency of the Republic of France.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time.

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

         "Grid Activation Date" has the meaning given to such term in the
definition of "Applicable Margin".

         "Guarantee" with respect to a Person means any direct or contingent
liability of such Person for the obligations of any other Person, whether by
guarantee, suretyship, assumption, endorsement (except by endorsement of
negotiable instruments for deposit or collection in the ordinary course of
business), or otherwise, and includes any agreement by such Person to purchase
any obligation, stock, asset, goods or services or to supply or advance any
funds, asset, goods or services, and any agreement to maintain for such other
Person or cause such other Person to maintain a minimum working capital, net
worth or other financial measure, or otherwise (such as by "make-well,"
"keep-well" or similar undertakings) to assure any creditor of such other Person
against loss; and the term, when used as a verb, has a correlative meaning.

         "Guarantor" means each Domestic Subsidiary Guarantor and, from and
after the date of delivery of the SLC BV Guaranty, SLC BV.

         "Hazardous Substance" includes "hazardous substance" as defined in
Section 101(14) of CERCLA, 42 U.S.C. Section 9601(14); "hazardous waste" as
defined under RCRA, 42 U.S.C. Section 6903(5); "regulated substance" as defined
under RCRA, 42 U.S.C. Section 6991(2); and all substances, wastes or materials
regulated under any of the Environmental Laws, including but not limited to
gasoline, petroleum products, explosives, radioactive materials, polychlorinated
biphenyls, and asbestos and asbestos-containing materials.

         "Incipient Default" means any event that would, with the passage of
time or the giving of notice, or both, be an Event of Default.

         "Indebtedness" means and includes, with respect to any Person (a) items
which in accordance with GAAP would be included on the liability side of a
balance sheet on the date as of which Indebtedness is to be determined
(excluding trade payables, customer deposits and accruals in the ordinary course
of

                                      -12-
<PAGE>   18
business, capital stock, surplus, surplus reserves and deferred credits), (b)
all Guarantees and all other Contingent Liabilities, (c) all reimbursement
obligations in respect of letters of credit, bank guarantees and the like, (d)
all obligations secured by any Lien existing on any property (or interest in
property) of such Person, whether or not such Person shall have assumed the
obligations secured thereby and (e) all net liabilities under Interest Rate
Protection Agreements.

         "Indemnified Parties" has the meaning given to such term in SECTION
10.3(d).

         "Initial Funding Date" means the date of the initial Loan hereunder,
which shall be on or after the date on which the conditions to funding in
Article III are satisfied or waived pursuant to the provisions thereof.

         "Insignificant Domestic Subsidiary" means a Domestic Subsidiary which
does not at any time after the Signing Date own assets with an aggregate book
value in excess of $1,000,000; provided however, that no Domestic Subsidiary on
the Signing Date may be an Insignificant Domestic Subsidiary and no group of
Insignificant Domestic Subsidiaries may at any time after the Signing Date own
assets with an aggregate book value in excess of $1,000,000. In the event any
such group of Domestic Subsidiaries which, but for the foregoing proviso would
constitute Insignificant Domestic Subsidiaries, does at any time own assets with
an aggregate book value in excess of $1,000,000, none of such Domestic
Subsidiaries shall be an Insignificant Domestic Subsidiary unless and until one
or more of such Domestic Subsidiaries shall have become a Domestic Subsidiary
Guarantor pursuant to Section 6.14 and the remaining Domestic Subsidiaries of
such group own assets having an aggregate book value not in excess of
$1,000,000.

         "Interest Expense" means for any period, the amount of interest expense
deducted from earnings of the Company and its Subsidiaries on a Consolidated
basis in determining Net Income for such period in accordance with GAAP.

         "Interest Payment Date" means, (a) as to the Revolving Credit Base Rate
Tranche, the last day of each calendar quarter, commencing on the first of such
days to occur after any Advance bearing interest at the Alternate Base Rate is
made, (b) as to the Term Loan Base Rate Tranche, the last day of each calendar
quarter, commencing on the first of such days to occur after the Initial Funding
Date, and (c) as to any Eurodollar Loan or any Revolving Credit Foreign Currency
Tranche, the last day of the applicable Interest Period, and for Interest
Periods longer than three (3) months, each date which is three (3) months after
the commencement of the Interest Period or the last Interest Payment Date during
such Interest Period.

                                      -13-
<PAGE>   19
         "Interest Period" means, with respect to any Eurodollar Loan or
Revolving Credit Foreign Currency Tranche:

                  (a) initially, the period commencing on the borrowing date
(or, with respect to a Eurodollar Loan, the conversion date, as the case may be)
with respect to such Eurodollar Loan or Revolving Credit Foreign Currency
Tranche and ending one, two, three or six months thereafter as selected by the
Company in its notice of borrowing as provided in SECTION 2.3; and

                  (b) thereafter, each period commencing on the last day of the
immediately preceding Interest Period applicable to such Eurodollar Loan or
Revolving Credit Foreign Currency Tranche and ending one, two, three or six
months thereafter as selected by the Company, provided that the Company has
given its notice of continuation as provided in SECTION 2.7;

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

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

                           (2) if any Interest Period pertaining to a Eurodollar
Loan or a Revolving Credit Foreign Currency
Tranche begins on the last Working Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end
of such Interest Period), such Interest Period shall end on the last Working Day
of a calendar month; and

                           (3) no Interest Period with respect to a Revolving
Credit Eurodollar Tranche or Revolving Credit Foreign Currency Tranche shall
extend beyond the Termination Date.

         "Interest Rate Protection Agreements" means, with respect to any
Person, any interest rate protection agreement or other interest rate hedging
agreement or other similar agreement designed to protect such Person against
fluctuations in interest rates.

         "Issuing Bank" means, with respect to any Letter of Credit, as selected
by the Company, (a) PNC Bank, National Association, in its capacity as an
issuing bank, (b) The Bank of Nova Scotia, in its capacity as an issuing bank or
(c) any successor issuing bank.

                                      -14-
<PAGE>   20
         "Italian Lira" means the lawful currency of the Republic of Italy.

         "Laws" means all ordinances, statutes, rules, regulations, orders,
injunctions, writs or decrees of any federal, state or local government or
political subdivision or agency thereof, or any court or similar entity
established by any of the foregoing.

         "Letter of Credit" means one of the letters of credit issued by an
Issuing Bank pursuant to SECTION 2.15.

         "Letter of Credit Cash Collateral Account" has the meaning given to
such term in SECTION 2.14.

         "Letter of Credit Documents" means the documents and instruments
required by the Issuing Bank to be executed by the Borrowers in connection with
the issuance of Letters of Credit.

         "Letter of Credit Fee" has the meaning given to such term in SECTION
2.15.

         "Letter of Credit Liability" means, at any date of determination, the
sum of the maximum aggregate amount which is or at any time thereafter may
become available for drawing under all Letters of Credit (including the Dollar
equivalent of any Letter of Credit denominated in a Foreign Currency determined
in accordance with SECTION 2.20) then outstanding plus the amount of all
unreimbursed draws under any Letters of Credit (including the Dollar equivalent
of any Letter of Credit denominated in a Foreign Currency determined in
accordance with SECTION 2.20). For purposes hereof, Letters of Credit on which a
draw has not been received shall be deemed outstanding until the earlier of (a)
the date on which the Letter of Credit is returned to the applicable Issuing
Bank, undrawn, for cancellation, or (b) that date which is thirty (30) Business
Days after the expiration date thereof.

         "Letter of Credit Sublimit" means the least of (a) the aggregate
Commitments, (b) Ten Million Dollars ($10,000,000.00) or (c) such lesser amount
as reduced by the Borrowers pursuant to SECTION 2.4.

         "Leverage Ratio" means the ratio of Total Debt to EBITDA, each as
calculated for the Company and its Subsidiaries on a Consolidated basis.

         "LIBOR Loan" means any Eurodollar Loan or any Revolving Credit Foreign
Currency Tranche.

         "LIBOR" means, with respect to each Interest Period pertaining to a
Eurodollar Loan or a Revolving Credit Foreign Currency Tranche, the rate per
annum (rounded upward, if

                                      -15-
<PAGE>   21
necessary, to the nearest 1/16 of 1%) equal to the quotient of either:

                  (a) in the case of a Eurodollar Loan, the rate of interest per
annum determined by the Administrative Agent in accordance with its usual
procedures (which determination shall be conclusive absent manifest error) to be
the rate quoted by Telerate Page 3750 as the London interbank offered rate at
approximately 11:00 a.m., London time (or, if Telerate or its successor ceases
to provide such quotes, a comparable replacement determined by the
Administrative Agent), or

                  (b) in the case of a Revolving Credit Foreign Currency
Advance, the rate quoted by Telerate Page 3750 (for Advances denominated in
Deutsche Marks, Sterling or Euro) or the average of the rates quoted by the
relevant Reference Banks (for Advances denominated in other Foreign Currencies)
for deposits in the relevant Foreign Currency, two Working Days prior to the
beginning of such Interest Period at approximately 9:00 a.m., New York City
time,

in each case for delivery on the first day of such Interest Period for the
number of days comprised therein and in an amount equal to the amount of such
Loan, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve
Requirement on the day which is two Working Days prior to the beginning of such
Interest Period.

         "Lien" means any interest in property securing an obligation owed to,
or a claim by, a Person other than the owner of the property, whether such
interest is based on the common law, statute or contract, and including, but not
limited to, the security interest or lien arising from a mortgage, deed of
trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement,
conditional sale (or other title retention agreement), consignment, bailment for
security purposes or financing lease. The term "Lien" shall include
reservations, exceptions, encroachments, easements, rights-of-way, covenants,
conditions, restrictions, leases and other title exceptions and encumbrances
affecting property.

         "Loan" means any Advance, the Term Loan, any Swing Line Loan or any
Letter of Credit.

         "Loans" means all Advances under the Revolving Credit, the Term Loan,
all Letters of Credit and all Swing Line Loans.

                                      -16-
<PAGE>   22
         "Material Adverse Effect" means a material adverse effect on the
business, assets, liabilities, financial condition or results of operations of
ITI, SLC and their respective Subsidiaries taken as a whole or on the ability of
the Credit Parties to perform their obligations under the Transaction Documents
when taken as a whole.

         "Material Indebtedness" means Indebtedness of any Borrower or Borrowers
or of any of their Subsidiaries (other than liabilities under this Agreement,
the Notes or the other Transaction Documents), the principal amount of which
exceeds $5,000,000.

         "Merger" has the meaning given to it in the recitals.

         "Merger Agreement" has the meaning given to it in the recitals.

         "Merger Date" means the effective date of the Merger, which date shall
not be later than the Initial Funding Date.

         "Multiemployer Plan" has the meaning given to such term in Section
4001(a)(3) of ERISA.

         "Net Income" means gross revenues and other proper income credits, less
all proper income charges, including taxes on income, all determined in
accordance with GAAP.

         "Net Proceeds" means, with respect to any Asset Sale, the amount equal
to (1) the aggregate amount received in cash (including any cash received by way
of deferred payment pursuant to a note receivable, other non-cash consideration
or otherwise, but only as and when such cash is so received) in connection with
such sale or other disposition minus (2) the sum of (A) the principal amount of
any Indebtedness which is secured by the asset that is the subject of such Asset
Sale (other than Indebtedness assumed by the purchaser of such asset) and which
is required to be, and is, repaid in connection with such Asset Sale or other
disposition thereof (other than Indebtedness hereunder) and (B) the reasonable
fees, commissions, income taxes and other out-of-pocket expenses incurred by the
Company in connection with such Asset Sale other than to any Subsidiary or
Affiliate thereof.

         "Net Worth" of a Person means shareholders' equity, determined in
accordance with GAAP.

         "Notes" means, collectively, the Swing Line Note, the Term Loan Notes
and the Revolving Credit Notes.

         "Obligations" shall mean and include all loans, advances, debts,
liabilities, covenants and duties of any Borrower to the Banks arising under
this Agreement or under any other Transaction Document, or obligations of any
Borrower to any Bank arising from

                                      -17-
<PAGE>   23
any rate swap transaction, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap, currency swap or any other similar transaction, of any
kind or nature, present or future, whether or not evidenced by any note,
guaranty or other instrument, whether or not for the payment of money, whether
arising by reason of an extension of credit, opening of a letter of credit,
loan, guaranty, indemnification or in any other manner, whether primary,
secondary, direct, indirect, absolute, contingent, related, unrelated, sole,
joint or several (including those acquired by assignment), due or to become due,
whether any of the foregoing is now existing or hereafter arising and however
acquired. The term includes, without limitation, all interest, charges,
expenses, fees, and any other sums chargeable to the Borrowers under this
Agreement or any other Transaction Document. The term also includes, without
limitation, (a) all fees, costs and expenses of attorneys, including local
counsel engaged by the Agents, and all fees, costs and expenses of paralegals
and other staff employed by such attorneys; (b) all out-of-pocket expenses
incurred by the Agents, or their agents or employees incurred with respect to
the preparation and negotiation of this Agreement and the other Transaction
Documents, the relationship created hereunder or thereunder, the administration,
defense, enforcement or collection thereof, including, without limitation,
search fees; and (c) any expenses relating to extensions, amendments, waivers or
consents pursuant to the provisions of this Agreement, the other Transaction
Documents and all expenses relating to agreements among the Banks and other
creditors of the Company.

         "Parent" means the major stockholder of the Company which shall be on
the Signing Date, BGP.

         "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

         "Pension Plan" means a pension plan (as defined in Section 3(2) of
ERISA) which is subject to Part 3 of Subtitle B of Title I of ERISA or subject
to Section 412 of the Code and maintained by any Borrower or any member of its
Controlled Group.

         "Permitted Liens" means:

                  (a) Liens which are (1) presently outstanding and described on
Schedule 1, (2) outstanding on any fixed assets at the time such fixed assets
are acquired by the Company or its Subsidiaries, or (3) outstanding on any fixed
assets at the time the entity owning such fixed assets is acquired by a Borrower
or its Subsidiary; provided, in the case of clauses (2) and (3), that such Lien
was not created in contemplation of such acquisition and does not, as a result
of such acquisition, extend to or cover any other property or assets;

                                      -18-
<PAGE>   24
                  (b) Liens in respect of any fixed asset (1) acquired by the
Company or its Subsidiaries after the date hereof; or (2) owned or acquired by
any entity which is acquired by the Company or any of its Subsidiaries after the
date hereof; provided in either case, that such Lien does not, as a result of
such acquisition, extend to or cover any other property or assets;

                  (c) Liens for taxes or assessments or other governmental
charges or levies not due or, if due, if and to the extent that the amount,
validity or applicability thereof shall currently be contested in good faith by
appropriate proceedings by the owner of the property so charged and such owner
shall have set aside on its books reserves (segregated to the extent required by
sound accounting practice) deemed by it to be adequate with respect thereto;
pledges or deposits to secure obligations under workers' compensation laws or
similar legislation, including liens of judgments thereunder which are not
currently dischargeable; pledges or deposits to secure performance in connection
with bids, tenders or contracts (other than contracts for the payment of money);
deposits to secure public or statutory obligations incurred in the ordinary
course of business; materialmen's, mechanics', carriers', workers', repairmen's
or other like liens arising in the ordinary course of business, or deposits to
obtain the release of such liens; deposits to secure or in lieu of surety,
appeal or customs bonds; liens created by or resulting from any litigation or
legal proceeding which is currently being contested in good faith by appropriate
proceedings and is covered by adequate reserves or insurance (as to which the
carrier acknowledges liability); leases made as lessor (or existing on property
acquired) in the ordinary course of business; landlords' liens under leases; and
zoning restrictions, easements, licenses, restrictions on the use of real
property or minor irregularities in title thereto, which do not materially
impair the use of such property in the operation of the business in which it is
used or the value of such property for the purpose of such business;

                  (d) purchase-money mortgages, liens, pledges, charges or
security interests, or other purchase-money encumbrances, created or existing at
the time of acquisition or within 90 days thereafter, on fixed assets for the
purpose of securing payment of not more than the purchase price of such fixed
assets, provided that no such mortgage, lien, pledge, charge, security interest
or other encumbrance shall extend to or cover any other property or assets;

                  (e) any mortgage, lien, pledge, charge, security interest or
other encumbrance on fixed assets securing indebtedness incurred for the purpose
of financing the improvement of or addition to fixed assets of a Borrower or its
Subsidiary, such indebtedness not to exceed the value of such improvement or
addition;

                                      -19-
<PAGE>   25
                  (f) any mortgage, lien, pledge, charge, security interest or
other encumbrance on fixed assets in favor of any government agency or authority
for the purpose of financing, through industrial revenue bonds or notes or
similar instruments, the interest on which is exempt from federal income
taxation, the construction, acquisition or purchase of fixed assets by a
Borrower or its Subsidiary;

                  (g) any mortgage, lien, pledge, charge, security interest or
other encumbrance securing indebtedness, incurred to refund other secured
indebtedness secured by a Permitted Lien, and which, after being given effect,
will not increase the aggregate secured indebtedness then outstanding nor
encumber collateral other than that which had previously secured the refunded
indebtedness;

                  (h) rights of set-off (whether contractual or by operation of
law) of banks against funds or other assets of the Company or any of its
Subsidiaries held by such banks from time to time; rights of set-off or liens
against, or security interests in, funds or other assets of the Company or any
of its Subsidiaries arising from contracts for foreign exchange; rights of
set-off or liens against, or security interests in, funds or other assets of the
Company or any of its Subsidiaries arising from commercial or standby letters of
credit or applications therefor; but this shall not permit specific cash
collateralization or an agreement to maintain deposits at a particular bank for
the purpose of securing any foreign exchange or letter of credit obligations;

                  (i) Liens (but not Liens on property of the Domestic Borrower)
securing Indebtedness permitted by SECTION 5.4(c);

                  (j) Liens securing Indebtedness permitted by SECTION 5.4(g);
and

                  (k) Liens securing the Obligations in accordance with SECTION
7.6(b).

         "Person" means any individual, partnership, corporation, business
trust, joint-stock company, trust, unincorporated association, joint venture,
court, government or political subdivision or agency thereof, or any other
entity of whatever nature.

         "Plan" means an employee benefit plan as defined in Section 3(3) of
ERISA which is either (a) maintained by any Borrower or any member of its
Controlled Group or (b) maintained pursuant to a collective bargaining agreement
or any other arrangement under which more than one employer makes contributions
and to which any Borrower or any member of its Controlled Group is then making
or accruing an obligation to make contributions or has ever been obligated to
make contributions.

                                      -20-
<PAGE>   26
         "Prime Rate" means, from time to time, the rate which the
Administrative Agent announces from time to time as its prime lending rate, such
rate to change at the opening of business on the day of each change in the prime
rate. The rate announced by the Administrative Agent as its prime lending rate
is a reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. The Administrative Agent may make commercial
loans or other loans at rates of interest at, above or below such rate.

         "Pro Rata Share" of a Bank means such Bank's pro rata percentage, as
set forth on Exhibit 2.1 hereof, of the Loans and of draws not reimbursed under
Letters of Credit, as the context may require.

         "Prohibited Transaction" means a transaction described in Section 406
of ERISA or Section 4975(c) of the Code, other than (a) a transaction for which
a statutory exception has been provided in Section 408 of ERISA or Section
4975(d) of the Code, or (b) a transaction for which an administrative exemption
has been granted pursuant to Section 408(a) of ERISA and Section 4975(c)(2) of
the Code.

         "Proscribed Activities" means (a) generating, manufacturing, refining,
transporting, treating, storing, handling, disposing, transferring, producing,
processing, recycling, or in any manner dealing with Hazardous Substances; (b)
causing or permitting, as a result of any intentional or unintentional act or
omission on the part of the Company or any of its Subsidiaries or any past or
present occupant, or future occupant under any the Company's control, of any
Real Property (whether owner, tenant, subtenant or other occupant), any
installation or placement of Hazardous Substances in, on, under or about any
Real Property or a release of any Hazardous Substance onto any Real Property or
any other property; or (c) suffering the presence of Hazardous Substances in, on
or under any Real Property.

         "RCRA" means the Resource Conservation and Recovery Act, 42 U.S.C.
Sections 6901 et seq., as amended from time to time.

         "Real Property" means any real estate owned or occupied by the Company
or any of its Subsidiaries or at which the Company or any of its Subsidiaries
conducts business operations.

         "Reference Banks" means the New York offices of such leading banks in
the relevant money market as the Administrative Agent shall from time to time
select.

         "Refinancing" has the meaning given to it in the recitals.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as amended or supplemented from time to time.

                                      -21-
<PAGE>   27
         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as amended or supplemented from time to time.

         "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System as amended or supplemented from time to time.

         "Reimbursement Date" has the meaning given to such term in SECTION
2.15(e).

         "Reorganization" has the meaning given to such term in Section 4241(a)
of ERISA.

         "Reportable Event" has the meaning given to such term in Section
4043(b) of ERISA.

         "Required Banks" means those Banks which are then in compliance with
their obligations hereunder holding not less than 51% of: (a) the outstanding
Commitment of those Banks which are then in compliance with their obligations
hereunder or (b) after the Termination Date, the outstanding principal balance
of the Advances plus the Letter of Credit Liability.

         "Response", "Removal" and "Remedial Action" have the meanings given to
such terms in Sections 101(23)-(25) of CERCLA, 42 U.S.C. Sections 9601(23)-(25),
as amended by the Superfund Amendments and Reauthorization Act ("SARA"), 42
U.S.C. Sections 9601(23)-9601(25).

         "Revolving Credit" means the credit facilities being extended by the
Banks to the Borrowers pursuant to SECTION 2.2.

         "Revolving Credit Banks" means the Banks committed to fund Advances
under the Revolving Credit hereunder.

         "Revolving Credit Base Rate Tranche" means any portion of the Revolving
Credit to which the Alternate Base Rate is applicable and denominated in
Dollars.

         "Revolving Credit Eurodollar Tranche" means any portion of the
Revolving Credit to which Adjusted LIBOR applies having the same Interest Period
and not denominated in a Foreign Currency.

         "Revolving Credit Foreign Currency Tranche" means any Advance of the
Revolving Credit to which Adjusted LIBOR applies having the same Interest Period
and denominated in any Foreign Currency.

         "Revolving Credit Foreign Currency Tranche Sublimit" has the meaning
given to such term in SECTION 2.2.

                                      -22-
<PAGE>   28
         "Revolving Credit Notes" has the meaning given to such term in SECTION
2.2 hereof.

         "Revolving Credit Tranche" means the Revolving Credit Base Rate
Tranche, any Revolving Credit Eurodollar Tranche or any Revolving Credit Foreign
Currency Tranche.

         "Signing Date" means the date this Agreement has been executed by the
Borrowers, the Banks and the Agents.

         "SLC" has the meaning given to such term in the introductory paragraph
hereof.

         "SLC BV" means SLC Technologies, B.V. a Netherlands corporation, and
its permitted successors and assigns.

         "SLC BV Guaranty" means the Guaranty executed and delivered by SLC BV
pursuant to the terms of this Agreement, substantially in the form of Exhibit
3.1(1)(j)-2, as amended, supplemented, amended and restated or otherwise
modified from time to time in accordance with its terms.

         "Solvent" means, with respect to any Person on a particular date, that
on such date (a) the fair value of the property of such Person is greater than
the total amount of liabilities, including contingent liabilities, of such
Person, (b) the present fair salable value of the assets of such Person is not
less than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (c) such Person does
not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person's ability to pay as such debts and liabilities mature, and
(d) such Person is not engaged in business or a transaction, and such Person is
not about to engage in business or a transaction, for which such Person's
property would constitute an unreasonably small capital. The amount of
contingent liabilities at any time shall be computed as the amount that, in the
light of all the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability.

         "Sterling" means the lawful currency of the United Kingdom of Great
Britain and Northern Ireland.

         "Subsidiary" of any Person means any corporation or other entity, a
majority of the stock or other ownership interests having ordinary voting power
(other than stock or other ownership interests having such power only by reason
of the happening of a contingency) of which is owned, directly or indirectly, by
such Person.

         "Subsidiary Guaranty" means each of the Domestic Subsidiary Guaranty
and the SLC BV Guaranty.

                                      -23-
<PAGE>   29
         "Subsidiary Pledge Agreement" means the Pledge Agreement executed and
delivered by certain Subsidiaries of the Company pursuant to the terms of this
Agreement, substantially in the form of Exhibit 3.1(1)(k), as amended,
supplemented, amended and restated or otherwise modified from time to time in
accordance with its terms.

         "Substituted Bank" has the meaning given to such term in SECTION 2.26.

         "Supra Indebtedness" means Indebtedness of the Company arising out of
the sale of receivables of the Supra Division by the Company with recourse (or
Guarantees or other Contingent Liabilities of a similar nature with respect to
such customer obligations) so long as such Indebtedness is owing to the buyer of
such receivables.

         "Swing Line" has the meaning given such term in SECTION 2.5.

         "Swing Line Bank" means PNC Bank, National Association.

         "Swing Line Commitment" has the meaning given to such term in SECTION
2.1.

         "Swing Line Conversion Date" has the meaning given such term in SECTION
2.5.

         "Swing Line Loans" has the meaning given to such term in SECTION 2.1.

         "Swing Line Note" has the meaning given to such term in SECTION 2.5.

         "Syndication Agent" has the meaning given to such term in the
introductory paragraph hereof.

         "Tax" means any income, stamp or other tax, levy, impost, duty,
deduction, withholding or other charge imposed by any taxing authority, foreign
and domestic.

         "Telerate Page 3750" means the display designated as "Page 3750" on the
Telerate Service (or such other page as may replace Page 3750 on that service or
such other service as may be nominated by the British Bankers' Association as
the information vendor for the purpose of displaying British Bankers'
Association Interest Settlement Rates for Deutsche Mark or Sterling deposits).

         "Term Loan" has the meaning given to such term in SECTION 2.1A(a).

                                      -24-
<PAGE>   30
         "Term Loan Amount" means the difference (but not less than $0) of (x)
One Hundred Million Dollars ($100,000,000) less (y) the Cash Election Reduction
Amount.

         "Term Loan Banks" means each Bank committed to fund the Term Loan
hereunder.

         "Term Loan Base Rate Tranche" means any portion of the Term Loan to
which the Alternate Base Rate is applicable.

         "Term Loan Commitment" has the meaning given to such term in SECTION
2.1A.

         "Term Loan Eurodollar Tranche" means any portion of the Term Loan to
which Adjusted LIBOR applies having the same Interest Period.

         "Term Loan Notes" has the meaning given to such term in SECTION
2.1A(b).

         "Term Loan Tranche" means the Term Loan Base Rate Tranche or any Term
Loan Eurodollar Tranche.

         "Termination Date" means the date on which the Commitments terminate
pursuant to SECTION 2.4 or any other provision of this Agreement.

         "Ticking Fee" has the meaning given to such term in SECTION 2.18(a).

         "Total Debt" of a Person means without duplication, (a) borrowed money
Indebtedness of that Person, including without limitation, capitalized lease
obligations; (b) all reimbursement obligations in respect of letters of credit,
bank guarantees and the like (exclusive of (1) bid, payment and performance
bonds issued by an insurance company and (2) letters of credit and bank
guarantees supporting (i) transactions in goods in the ordinary course of
business and (ii) rental obligations under leases that are not required to be
capitalized in accordance with GAAP) of that Person but only if such
Indebtedness is not required to be reflected on a balance sheet of that Person
in accordance with GAAP; (c) Guarantees of such Person of Indebtedness otherwise
constituting Total Debt, whether or not required to be reflected on a balance
sheet of that Person in accordance with GAAP, (d) all net liabilities under
Interest Rate Protection Agreements and (e) Supra Indebtedness.

         "Transactions" means, collectively, the Merger, the Refinancing, the
financing of the payment of the Cash Election Consideration as contemplated by
the Merger Agreement and the Loans and Advances contemplated by this Agreement.

                                      -25-
<PAGE>   31
         "Transaction Documents" means this Agreement, the Revolving Credit
Notes, the Swing Line Notes, the Term Loan Notes, the Company Pledge Agreement,
each Subsidiary Guaranty, the Subsidiary Pledge Agreement, all documents
executed in connection with any Letter of Credit and the other documents
required by Article III hereof which are to be executed by any Borrower (alone
or with others), all other documents, agreements, instruments, and certificates
executed by any Borrower (alone or with others) pursuant hereto or in connection
herewith, or which are otherwise contemplated hereby.

         "Unused Commitment" means, as to any Revolving Credit Bank, the amount
of such Bank's Commitment (expressed in Dollars), less the sum of (without
duplication) (a) the unpaid principal amount of Advances made by such Bank
denominated in Dollars, (b) the equivalent in Dollars of the unpaid principal
amount of Revolving Credit Foreign Currency Tranches made by such Bank, (c) such
Bank's pro rata share of any outstanding Swing Line Loans, and (d) such Bank's
pro rata share of the Letter of Credit Liability. For purposes of clause (b) of
the preceding sentence, the equivalent in Dollars of (1) a Revolving Credit
Foreign Currency Tranche, or (2) any repayment of principal of a Revolving
Credit Foreign Currency Tranche shall be determined under SECTION 2.20, as of
the day the Revolving Credit Foreign Currency Tranche was made. For purposes of
clause (d) of the preceding sentence, the equivalent in Dollars of (A) any
Letter of Credit denominated in a Foreign Currency, or (B) any reimbursement of
a drawing under a Letter of Credit denominated in a Foreign Currency shall be
determined under SECTION 2.20, as of the date of determination of Unused
Commitments.

         "Waived Reportable Event" has the meaning given to such term in Section
6.12(b)

         "Withdrawal Liability" has the meaning given to such term in Section
4201 of ERISA.

         "Working Day" means any Business Day on which dealings in the interbank
market between banks may be carried on in London, England and in Philadelphia,
Pennsylvania, and, if in respect of a Revolving Credit Foreign Currency Tranche,
at the place at which a Revolving Credit Foreign Currency Tranche is funded.

                                      -26-
<PAGE>   32
      SECTION 1.2. Accounting Terms. All accounting terms not specifically
defined herein shall be construed, and all financial data submitted pursuant to
this Agreement shall be prepared, in accordance with GAAP applied in a manner
consistent with the application of GAAP in the preparation of the audited
financial statements mentioned in SECTION 4.5.

                                   ARTICLE II.

                                    THE LOANS

      SECTION 2.1. The Loans. (a) Subject to the terms and conditions of this
Agreement:

                   (1) each Revolving Credit Bank, for itself only, agrees to
make its portion of advances requested under the Revolving Credit to the
Borrowers (including such sums deemed requested by the Borrowers pursuant to
SECTION 2.5 OR 2.15 hereof) (each such advance under the Revolving Credit is
hereinafter referred to as an "Advance"), from time to time during the period
from the Initial Funding Date to and including the Termination Date, provided,
that the aggregate outstanding principal amount of each Revolving Credit Bank's
portion of the Advances under the Revolving Credit when added to such Revolving
Credit Bank's participation in the Letter of Credit Liability at any time and
such Bank's participation in the Swing Line Loans shall not exceed the amount
set forth opposite such Bank's name under the heading "Revolving Credit" on
Exhibit 2.1 hereto, as such amount may be reduced pursuant to SECTION 2.4 hereof
and subject to pro rata reduction by the Cash Election Reduction Amount (such
respective amounts relating to the Revolving Credit being the "Commitment" of
each Revolving Credit Bank); and

                   (2) the Swing Line Bank agrees to make Swing Line Loans (each
such advance under the Swing Line is hereinafter referred to as a "Swing Line
Loan"), from time to time during the period from the Initial Funding Date to and
including the Termination Date, provided that the aggregate outstanding
principal amount of the Swing Line Loans shall not exceed the amount set forth
opposite such Bank's name under the heading "Swing Line" on Exhibit 2.1 hereto
(such amount relating to the Swing Line being the "Swing Line Commitment" of the
Swing Line Bank), provided further that in no event shall the Swing Line
Commitment exceed the aggregate Commitments as reduced pursuant to SECTION 2.4.;
and

                   (3) each Term Loan Bank, for itself only, agrees to make on
the Initial Funding Date its portion of the Term Loan in the principal amount
set forth opposite its name on Exhibit 2.1 hereto, subject to pro rata reduction
by the Cash Election Reduction Amount (such respective amounts relating to the
Term Loan being the "Term Loan Commitment" of each Term Loan Bank).


                                      -27-
<PAGE>   33


            (b) Each Advance of the Revolving Credit shall be from all of the
Banks ratably according to their respective Commitments.

      SECTION 2.1A The Term Loan. (a) Subject to the terms and conditions of
this Agreement, the Term Loan Banks severally agree to extend to the Borrower a
term loan in the principal amount of the Term Loan Amount (the "Term Loan"). The
Term Loan shall be advanced by the Term Loan Banks on the Initial Funding Date
and shall be used by the Borrower for the purposes set forth in SECTION 6.10.

            (b) The obligation of the Borrower to repay the Term Loan shall, if
requested by a Term Loan Bank, be evidenced by promissory notes of the Borrower
dated the Initial Funding Date, each payable to the order of such Term Loan Bank
in the principal amount equal to the amount set forth opposite such Bank's name
with respect to the Term Loan on Exhibit 2.1 hereto and otherwise substantially
in the form of Exhibit 2.1A attached hereto (the "Term Loan Notes"). The
Borrower shall pay interest on the principal amount of the Term Loan outstanding
from time to time at the interest rate applicable to each Term Loan Tranche in
accordance with SECTION 2.7 hereof.

            (c) The Borrower shall repay the Term Loan in 20 consecutive
quarterly installments payable on the last day of each fiscal quarter commencing
on the last day (but not later than September 30, 2000) of the first full fiscal
quarter ending after the Initial Funding Date, with the aggregate installments
due on quarterly installment being equal to the percentage of the amount of the
Term Loan made on the Initial Funding Date set forth below:

<TABLE>
<CAPTION>
            Quarterly Installment                 Percentage
            ---------------------                 ----------
<S>                                               <C>
            1                                       2.50%
            2                                       2.50%
            3                                       2.50%
            4                                       2.50%
            5                                       3.75%
            6                                       3.75%
            7                                       3.75%
            8                                       3.75%
            9                                       5.00%
            10                                      5.00%
            11                                      5.00%
            12                                      5.00%
            13                                      6.25%
            14                                      6.25%
            15                                      6.25%
            16                                      6.25%
            17                                      7.50%
</TABLE>




                                      -28-
<PAGE>   34

<TABLE>
<S>                                               <C>
            18                                      7.50%
            19                                      7.50%
            Termination Date                        Remaining
                                                    outstanding
                                                    amount
</TABLE>

            (d) The Term Notes shall also be subject to mandatory and optional
prepayment as provided in SECTION 2.6. Any payments on the Term Loan (whether
optional or mandatory) may not be reborrowed.

            (e) The Borrower shall pay interest on the principal amount of the
Term Loan outstanding from time to time at the interest rate applicable to each
Term Loan Tranche in accordance with SECTION 2.7. The Term Loan may from time to
time be (1) Eurodollar Loans, (2) Alternate Base Rate Loans or (3) a combination
thereof, as determined by the Borrower and notified to the Agent in accordance
with the terms hereof; provided that, no Term Loan shall be made as a Eurodollar
Loan after the date that is one month prior to the Termination Date.

      SECTION 2.2. The Revolving Credit. (a) Subject to the terms and conditions
set forth in this Agreement, each Revolving Credit Bank, for itself only, agrees
to lend to the Borrowers from time to time during the period from the Initial
Funding Date to but not including the Termination Date, such sums as the
Borrowers may request provided, that (1) the aggregate outstanding principal
amount thereof (including the Dollar equivalent of any Revolving Credit Foreign
Currency Tranche determined in accordance with SECTION 2.20) shall not exceed at
any time the amount set forth as such Revolving Credit Bank's Commitment, (2)
the Dollar equivalent (determined in accordance with SECTION 2.20) of the
aggregate outstanding principal amount of all Revolving Credit Foreign Currency
Tranches shall not exceed $100,000,000 (the "Revolving Credit Foreign Currency
Tranche Sublimit"), (3) the total outstanding principal under the Revolving
Credit (including the Dollar equivalent of any Revolving Credit Foreign Currency
Tranche determined in accordance with SECTION 2.20) when added to (A) the Letter
of Credit Liability, and (B) the Swing Line Loans at any one time shall not
exceed the aggregate Commitments of the Revolving Credit Banks, (4) the Letter
of Credit Liability shall at no time exceed the Letter of Credit Sublimit and
(5) the total outstanding principal under the Revolving Credit (including the
Dollar equivalent of any Revolving Credit Foreign Currency Tranche determined in
accordance with SECTION 2.20) to all Foreign Borrowers when added to (A) the
Letter of Credit Liability of all Foreign Borrowers, and (B) the aggregate
Investments made pursuant to SECTION 7.6(b) shall not exceed $30,000,000 at any
time. If at any time either (x) the Dollar equivalent (determined in accordance
with SECTION 2.20) of the aggregate outstanding principal amount of all
Revolving Credit Foreign Currency Tranches exceeds the Revolving Credit

                                      -29-
<PAGE>   35
Foreign Currency Tranche Sublimit, or (y) the sum of (i) the outstanding
principal under the Revolving Credit (including the Dollar equivalent of any
Revolving Credit Foreign Currency Tranche determined in accordance with SECTION
2.20) plus (ii) the Letter of Credit Liability plus (iii) the Swing Line Loans
exceeds the aggregate Commitments of the Revolving Credit Banks, the Borrowers
shall immediately repay the amount of the excess, together with accrued interest
thereon and any amount which may be due pursuant to SECTION 2.13 on account of
such payment. If at any time, the Dollar equivalent (determined in accordance
with SECTION 2.20) of the aggregate outstanding principal amount of all
Revolving Credit Foreign Currency Tranches shall exceed the Revolving Credit
Foreign Currency Tranche Sublimit, the Borrowers shall immediately repay the
amount of the excess, together with accrued interest thereon and any amount
which may be due pursuant to SECTION 2.13 on account of such payment. If, at any
time, the total outstanding principal under the Revolving Credit (including the
Dollar equivalent of any Revolving Credit Foreign Currency Tranche determined in
accordance with SECTION 2.20) to all Foreign Borrowers when added to (A) the
Letter of Credit Liability of all Foreign Borrowers, and (B) the aggregate
Investments made pursuant to SECTION 7.6(b) shall exceed $30,000,000, the
Borrowers shall immediately repay the amount of the excess, together with
accrued interest thereon and any amount which may be due pursuant to SECTION
2.13 on account of such payment. If, at any time, the aggregate Letter of Credit
Liability exceeds the Letter of Credit Sublimit, the Borrowers shall pledge to
the Administrative Agent for the benefit of the Banks cash collateral in an
amount equal to the amount by which such Letter of Credit Liability exceeds the
Letter of Credit Sublimit, which cash collateral shall be deposited and held in
the Letter of Credit Cash Collateral Account. Notwithstanding the foregoing, any
prepayment required under this Section 2.2 solely as a result of foreign
currency fluctuations shall be required to be made only at the end of any
applicable Interest Period and then only to the extent of the outstanding
Revolving Credit Advances subject to such Interest Period. The Borrowers shall
use the Revolving Credit for the purposes set forth in SECTION 6.10 hereof and
for no other purposes.

            (b) The Borrowers shall pay interest on the principal amount of
the Revolving Credit outstanding from time to time at the interest rate
applicable to each Revolving Credit Tranche in accordance with SECTION 2.7
hereof. On the Termination Date, the Borrowers shall (1) repay in full (A) the
aggregate principal amount of any and all Advances, (B) the amount of any
drawings under Letters of Credit which have not been previously reimbursed by
the Borrowers, and (C) all other amounts then outstanding hereunder, or under
the Revolving Credit Notes, and (2) if there remain any unexpired Letters of
Credit on such date, deposit into

                                      -30-
<PAGE>   36
the Letter of Credit Cash Collateral Account an amount equal to such Letter of
Credit Liability.

            (c) The joint and several obligation of the Borrowers to repay the
Revolving Credit, subject to the limitations contained in SECTION 2.27 hereof
with respect to the obligations of the Foreign Borrowers, shall be, if requested
by a Revolving Credit Bank, evidenced by promissory notes of the Borrowers dated
the date hereof, each payable to the order of such Revolving Credit Bank in a
principal amount equal to the amount set forth opposite such Bank's name under
the heading "Revolving Credit" on Exhibit 2.1 and otherwise substantially in the
form of Exhibit 2.2 (the "Revolving Credit Notes").

            (d) Advances may be repaid, prepaid or reborrowed by the Borrowers
from the Initial Funding Date to the Termination Date.

      SECTION 2.3.      Procedures for Advances under the Revolving Credit. Each
Advance shall be made in accordance with the following:

            (a) Each Advance to which Adjusted LIBOR is to apply shall be in an
original principal amount of $5,000,000 or an integral multiple of $1,000,000 in
excess thereof (or the Foreign Currency equivalent of such an amount, determined
under SECTION 2.20). Each Advance to which the Alternate Base Rate is to apply
shall be in an original principal amount which is an integral multiple of
$1,000,000.

            (b) Each Foreign Borrower hereby irrevocably appoints the Company as
its sole agent to request Advances hereunder. All such requests shall be made by
the Company. Each Foreign Borrower shall be bound by all such requests by the
Company hereunder and by all other action of any nature whatsoever taken by the
Company on behalf of such Foreign Borrower hereunder or under any of the other
Transaction Documents. The Company for itself or a Foreign Borrower may request
any Advance to which the Alternate Base Rate applies to be made on any Business
Day and may request any Advance to which Adjusted LIBOR is to apply to be made
on any Working Day. Each such request shall be in writing (or by telephone
promptly confirmed in writing) and delivered to the Administrative Agent not
later than (1) 11:30 a.m., Philadelphia time, at least three Working Days prior
to the date on which a Revolving Credit Eurodollar Tranche is to be made, (2)
11:30 a.m., Philadelphia time, at least four Working Days prior to the date on
which a Revolving Credit Foreign Currency Tranche is to be made, and (3) 10:30
a.m., Philadelphia time, on the date on which an Advance to which the Alternate
Base Rate applies is to be made, specifying in each case (A) the amount to be
borrowed, (B) the requested borrowing date, (C) whether the Advance is to bear
interest at the Alternate Base Rate or Adjusted LIBOR, (D) in the case of a
Revolving Credit Foreign

                                      -31-
<PAGE>   37
Currency Tranche, the Foreign Currency in which it is to be made and (E) the
length of the Interest Period for any Revolving Credit Eurodollar Tranche or
Revolving Credit Foreign Currency Tranche. The request for such Advance shall be
irrevocable.

            (c) The Administrative Agent shall provide each Revolving Credit
Bank and, with respect to a Revolving Credit Foreign Currency Tranche, each
Foreign Currency Lending Office listed on Exhibit 2.3 attached hereto with
notice of its receipt of a request for an Advance in accordance with this
Section on the same day of such receipt, not later than 1:00 p.m., Philadelphia
time.

            (d) Each Revolving Credit Bank shall make available to the
Administrative Agent, in immediately available funds, in Dollars, at the
Administrative Agent's principal office, such Revolving Credit Bank's ratable
share of each Advance to which the Alternate Base Rate applies and each
Revolving Credit Eurodollar Tranche, not later than 3:00 p.m., Philadelphia
time, on the date specified in the Company's request for such Advance. Subject
to receipt by the Administrative Agent of each Revolving Credit Bank's ratable
share of such Advance as aforesaid, and provided that all applicable conditions
precedent contained in Article III hereof have been satisfied, the
Administrative Agent shall, not later than 4:00 p.m., Philadelphia time, on such
specified date, make such Advance by crediting the Company's deposit account
with the Administrative Agent.

            (e) Each Revolving Credit Bank shall make available to the
Administrative Agent, in immediately available funds, in the relevant Foreign
Currency, at the European correspondent bank designated from time to time by the
Administrative Agent, such Bank's ratable share of each Revolving Credit Foreign
Currency Tranche, not later than 11:30 a.m., local time at the location of such
correspondent, on the date specified in the Company's request for such Advance.
Subject to receipt by the Administrative Agent's correspondent of each Revolving
Credit Bank's ratable share of such Advance as aforesaid, and provided that all
applicable conditions precedent contained in Article III hereof have been
satisfied, the Administrative Agent shall instruct its correspondent to make the
proceeds of such Advance available to the applicable Borrower. The
Administrative Agent's correspondent shall make the proceeds of a Revolving
Credit Foreign Currency Tranche available either by crediting an account of the
Company maintained at such correspondent or, at the Company's election, by
interbank transfer to an account of such Person with another bank as the Company
specified in the request for such Advance.

            (f) Unless the Administrative Agent shall have been notified by a
Revolving Credit Bank prior to the date any Advance to which the Alternate Base
Rate, any Revolving Credit Eurodollar Tranche or any Revolving Credit Foreign
Currency Tranche is to be made that such Revolving Credit Bank does not intend
to make its

                                      -32-
<PAGE>   38
share of such requested Advance available to the Administrative Agent, the
Administrative Agent may assume that such Revolving Credit Bank has made such
proceeds available to the Administrative Agent, or, in the case of a Revolving
Credit Foreign Currency Tranche, to its correspondent, on such date, and the
Administrative Agent may, in reliance upon such assumption (but shall not be
obligated to), make available, or in the case of a Revolving Credit Foreign
Currency Tranche, instruct its correspondent to make available, to the Borrowers
a corresponding amount. If such corresponding amount is not in fact made
available to the Administrative Agent, or, in the case of a Revolving Credit
Foreign Currency Tranche, to its correspondent, by such Bank on the date the
Advance is made, the Administrative Agent shall be entitled to recover such
amount on demand from such Revolving Credit Bank (or, if such Revolving Credit
Bank fails to pay any such amount forthwith upon such demand, from the
Borrowers, together with any payment otherwise required under SECTION 2.13)
together with interest thereon in respect of each day during the period
commencing on the date such amount was made available to the Borrowers and
ending on (but excluding) the date the Administrative Agent recovers such
amount, from such Bank, at a rate per annum equal to the Federal Funds Effective
Rate in effect from time to time, and from the Borrowers, at a rate per annum
equal to the Alternate Base Rate plus the Applicable Margin as in effect from
time to time or, with respect to Foreign Currency Tranches, at Adjusted LIBOR.

      SECTION 2.4.      Reduction and Termination of the Commitments.

            (a) The Borrowers may terminate the commitments in full at any time
or reduce them ratably in part in an aggregate amount of Five Million Dollars
($5,000,000) or an integral multiple of One Million Dollars ($1,000,000) in
excess thereof from time to time upon five (5) Business Days, prior written
notice from the Company to the Administrative Agent; provided that, the
Borrowers may not (1) terminate the Commitments pursuant to this subsection at
any time that any Revolving Credit Foreign Currency Tranche or Revolving Credit
Eurodollar Tranche is outstanding, (2) reduce the Commitments at any time below
an amount which is the sum of the aggregate principal amount of outstanding
Revolving Credit Foreign Currency Tranches and Revolving Credit Eurodollar
Tranches plus the Letter of Credit Liability plus the Swing Line Loans, (3)
while any Swing Line Loans remain outstanding, terminate the Commitments in
whole or reduce the Commitments below the outstanding Swing Line Loans, and (4)
while any Letters of Credit remain outstanding, terminate the Commitments in
whole or reduce the Commitments below the aggregate amount of Letter of Credit
Liability then outstanding other than as provided in (b) below. Upon the
termination of the Commitments in whole, the Borrowers shall pay any accrued
Commitment Fees and repay the aggregate principal amount of all Revolving Credit
Tranches outstanding on such termination date

                                      -33-
<PAGE>   39
together with interest thereon and any other sums due hereunder including,
without limitation, under SECTION 2.13.

            (b) The Borrowers shall have the right to reduce the Letter of
Credit Sublimit below the aggregate amount of the Letter of Credit Liability
only upon the Borrowers' pledge of cash collateral in an amount equal to the
amount by which such Letter of Credit Liability exceeds the Letter of Credit
Sublimit as reduced. Such cash collateral shall be deposited in the Letter of
Credit Cash Collateral Account.

            (c) If not sooner terminated pursuant to subsection (a) above, the
Commitments shall terminate on the fifth anniversary of the Initial Funding Date
(the "Termination Date").

            (d) Any reduction or termination of the Commitments and the Term
Loan Commitments pursuant hereto shall be permanent and neither the Commitments
nor the Term Loan Commitments can thereafter be increased or reinstated without
the written consent of each Revolving Credit Bank and Term Loan Bank.

            (e) The Commitments and the Term Loan Commitments shall be reduced
automatically on the Initial Funding Date by the Cash Election Reduction Amount
applicable thereto.

      SECTION 2.5. The Swing Line. (a) Subject to the terms and conditions set
forth in this Agreement, the Swing Line Bank agrees to lend to the Company from
time to time during the period from the Initial Funding Date to but not
including the Termination Date, such sums as the Company may request of up to
the Swing Line Commitment (the "Swing Line") for periods of one (1) to seven (7)
days provided, that (1) the aggregate outstanding principal amount of the Swing
Line Bank's advances made under the Swing Line (the "Swing Line Loans") shall
not exceed the amount set forth opposite such Bank's name under the heading
"Swing Line" on Exhibit 2.1; (2) the aggregate outstanding principal amount of
the Swing Line Loans plus the Swing Line Bank's portion of: (A) total Advances
under the Revolving Credit (including the Dollar equivalent of any Revolving
Credit Foreign Currency Tranche determined in accordance with SECTION 2.20) plus
(B) the Letter of Credit Liability shall not exceed the amount set forth
opposite such Bank's name under the heading "Revolving Credit" on Exhibit 2.1
hereto; (3) the sum of (A) total Advances under the Revolving Credit (including
the Dollar equivalent of any Revolving credit Foreign Currency Tranche
determined in accordance with SECTION 2.20) and (B) the Letter of Credit
Liability and (C) the Swing Line Loans at any one time shall not exceed the
aggregate Commitments of the Revolving Credit Banks; and (4) the Swing Line
Loans shall at no time exceed the Swing Line Commitment.

            (b) The Company may request a Swing Line Loan to be made on any
Business Day. Each such request shall be in writing

                                      -34-
<PAGE>   40
(or by telephone promptly confirmed in writing) and delivered to the Swing Line
Bank not later than 11:30 a.m., Philadelphia time on the Business Day such Swing
Line Loan is to be made, specifying in each case (1) the amount to be borrowed,
(2) the requested borrowing date, (3) whether the interest rate applicable to
such Swing Loan is to be: (A) the Alternate Base Rate or (B) an interest rate
mutually agreed upon by the Swing Line Bank and the Company. The request for
such Swing Line Loan shall be irrevocable. Provided that all applicable
conditions precedent contained in Article III hereof have been satisfied, the
Swing Line Bank shall, not later than 4:00 p.m., Philadelphia time, on such
specified date, make such Swing Line Loan by crediting the Company's deposit
account with the Administrative Agent.

            (c) The obligation of the Company to repay the Swing Line Loans
shall be evidenced by a promissory note of the Company dated the Initial Funding
Date, payable to the order of the Swing Line Bank in the principal amount of the
Swing Line Commitment and substantially in the form of Exhibit 2.5 (the "Swing
Line Note").

            (d) Interest shall accrue on the outstanding principal balance of
the Swing Line Loans at the interest rate chosen by the Company in accordance
with SECTION 2.5(b) and shall be payable upon repayment of each Swing Line Loan
or on the applicable Swing Line Conversion Date.

            (e) Swing Line Loans shall be repaid on the earlier of (1) the
Termination Date or (2) the seventh day after the date such Swing Line Loan was
made (any such date being the "Swing Line Conversion Date"). Unless the Company
shall have notified the Administrative Agent prior to 11:00 a.m., Philadelphia
time, on such Swing Line Conversion Date that the Company intends to repay such
Swing Line Loan with funds other than the proceeds of an Advance, the Company
shall be deemed to have given notice to the Administrative Agent requesting the
Revolving Credit Banks to make an Advance which shall earn interest at the
Alternate Base Rate plus the Applicable Margin in accordance with SECTION 2.3 on
the Swing Line Conversion Date in an aggregate amount equal to the amount of
such Swing Line Loan plus interest thereon, and (A) subject to satisfaction or
waiver of the conditions specified in SECTION 3.2, the Revolving Credit Banks
shall, on the Swing Line Conversion Date, make an Advance, which shall earn
interest at the Alternate Base Rate plus the Applicable Margin, in an aggregate
amount equal to the amount of such Swing Line Loan plus interest thereon, the
proceeds of which shall be applied directly by the Administrative Agent to repay
the Swing Line Bank for such Swing Line Loan plus accrued interest thereon; and
provided, further, that if for any reason the proceeds of such Advance are not
received by the Swing Line Bank on the Swing Line Conversion Date in an
aggregate amount equal to the amount of such Swing Line Loan plus accrued
interest, the Company shall reimburse the

                                      -35-
<PAGE>   41
Swing Line Bank on the day immediately following the Swing Line Conversion Date,
in same day funds, in an amount equal to the excess of the amount of such Swing
Line Loan over the aggregate amount of such Advance, if any, received plus
accrued interest thereon.

            (f) In the event that the Company shall fail to repay the Swing Line
Bank as provided in SECTION 2.5(e) in an amount equal to the amount required
under SECTION 2.5(e), the Administrative Agent shall promptly notify each
Revolving Credit Bank of the unpaid amount of such Swing Line Loan and of such
Bank's respective participation therein in an amount equal to such Revolving
Credit Bank's pro rata share of such Swing Line Loan. Each Revolving Credit Bank
shall make available to the Administrative Agent for payment to the Swing Line
Bank an amount equal to its respective participation therein (including without
limitation its pro rata share of accrued but unpaid interest thereon), in same
day funds, at the office of the Administrative Agent specified in such notice,
not later than 11:00 a.m., Philadelphia time, on the Business Day after the date
the Administrative Agent notifies each Revolving Credit Bank. In the event that
any Revolving Credit Bank fails to make available to the Administrative Agent
the amount of such Bank's participation in such unpaid amount as provided
herein, the Swing Line Bank shall be entitled to recover such amount on demand
from such Bank together with interest thereon at a rate per annum equal to the
Alternate Base Rate for each day during the period between the Swing Line
Conversion Date and the date on which such Bank makes available its
participation in such unpaid amount. The failure of any Revolving Credit Bank to
make available to the Administrative Agent its pro rata share of any such unpaid
amount shall not relieve any other Bank of its obligations hereunder to make
available to the Administrative Agent its pro rata share of such unpaid amount
on the Swing Line Conversion Date. The Administrative Agent shall distribute to
each Revolving Credit Bank which has paid all amounts payable by it under this
SECTION 2.5(f) with respect to the unpaid amount of any Swing Line Loan, such
Revolving Credit Bank's pro rata share of all payments received by the
Administrative Agent from the Company in repayment of such Swing Line Loan when
such payments are received. Notwithstanding anything to the contrary herein,
each Revolving Credit Bank which has paid all amounts payable by it under this
SECTION 2.5(f) shall have a direct right to repayment of such amounts from the
Company subject to the procedures for repaying Revolving Credit Banks set forth
in this SECTION 2.5.

            (g) In the event the Borrowers terminate the Commitments in
accordance with SECTION 2.4 hereof the Swing Line Commitment shall be
terminated. In the event the Borrowers reduce the Commitments to less than the
Swing Line Commitment, the Swing Line Commitment shall immediately be reduced to
an amount equal to the Commitments. In the event the Borrowers

                                      -36-
<PAGE>   42
reduce the Commitments to less than the outstanding Swing Line Loans, the
Company shall immediately repay the amount by which the outstanding Swing Line
Loans exceed the Swing Line Commitment as so reduced.

            (h) Swing Line Loans may be repaid, prepaid and reborrowed hereunder
from the Initial Funding Date to the Termination Date.

            (i) At no time shall there be more than four outstanding Swing Line
Loans.

            (j) Each Swing Line Loan shall be in an original principal amount of
$200,000 or multiples of $100,000 in excess thereof.

      SECTION 2.6.      Optional and Mandatory Prepayment.

            (a) The Borrowers may, without premium, prepay the Revolving Credit
Base Rate Tranche or Term Loan Base Rate Tranche in whole or in part at any time
or from time to time upon one Business Day's prior written notice to the
Administrative Agent.

            (b) The Borrowers may not prepay any Revolving Credit Foreign
Currency Tranche, any Revolving Credit Eurodollar Tranche or any Term Loan
Eurodollar Tranche except on the last day of an Interest Period applicable to
such Advance unless the Borrowers give the Administrative Agent at least one
Working Day's prior notice of the prepayment and any prepayment shall be subject
to the payment of breakage costs under SECTION 2.13 hereof.

            (c) The Borrowers may prepay any Swing Line Loan at any time without
premium or penalty, provided, however, that, if the Company prepays a Swing Line
Loan which earns interest at a mutually agreed upon rate, the Borrowers may be
required to pay breakage costs under SECTION 2.13 hereof.

            (d) Promptly upon receipt by the Company or any of its Subsidiaries
of any Net Proceeds from an Asset Sale, the Company shall apply 100% of such Net
Proceeds to the prepayment of the Term Loan and the Revolving Credit by paying
such amounts to the Administrative Agent, on behalf of the Banks, provided that,
in each fiscal year of the Company (1) the Company may retain up to $20,000,000
in the aggregate of Net Proceeds but only to the extent that such Net Proceeds
are invested in capital assets used or useful in the business of the Company and
its Subsidiaries (as such business is conducted on the Signing Date or any
business reasonably incidental or ancillary thereto) or acquisitions permitted
under SECTION 7.5 within 365 days of the Company's or such Subsidiary's receipt
of such Net Proceeds and (2) the Company shall not be required to make any
prepayments pursuant to this SECTION 2.6(d) until the Net Proceeds in the
aggregate from Asset Sales in such fiscal year (including with respect to the

                                      -37-
<PAGE>   43
fiscal year ending December 31, 2000, any such Net Proceeds received between the
beginning of such fiscal year and the Initial Funding Date), exclusive of any
Net Proceeds retained by the Company and its Subsidiaries pursuant to clause (1)
above, shall equal or exceed $2,000,000, whereupon the amount of Net Proceeds
that must be applied to the Term Loan and Advances pursuant to this paragraph
shall equal 100% of all Net Proceeds in such fiscal year in excess of such
$2,000,000; provided, further, that the amount of any Net Proceeds in respect of
an Asset Sale that are required to be paid to the Administrative Agent pursuant
to this SECTION 2.6(d) shall be reduced (and so the Company and its
Subsidiaries, as applicable, may retain such portion of such Net Proceeds) by an
amount equal to the amount of any voluntary prepayment of the Term Loan pursuant
to SECTION 2.6(a) made by the Company in the fiscal year in which such Asset
Sale occurred, but only to the extent that such voluntary prepayment has not
previously reduced any payments due under this SECTION 2.6(d). The Company shall
give the Administrative Agent at least one Business Day's prior written notice
of each prepayment pursuant to this SECTION 2.6(d) setting forth the date and
amount thereof.

            (e) Promptly upon receipt by the Company of any proceeds of
Indebtedness incurred under SECTION 5.4(f), the Company shall apply 100% of such
amount to the prepayment of the Term Loan and the Revolving Credit by paying
such amounts to the Administrative Agent, on behalf of the Banks. The Company
shall give the Administrative Agent at least one Business Day's prior written
notice of each prepayment pursuant to this SECTION 2.6(e) setting forth the date
and amount thereof.

            (f) Any prepayment of the Loans pursuant to SECTION 2.6(d) OR
SECTION 2.6(e) (1) shall be applied, first, pro rata to the remaining
installments of principal due on the Term Loan and, second, to a repayment of
the Advances (with a permanent reduction in the Commitments equal to such
repayment), (2) shall be accompanied by accrued interest on the principal amount
being prepaid to the date of prepayment and (3) may not be reborrowed.

            (g) All prepayments under this SECTION 2.6 shall, to the extent
possible and consistent with the application of such prepayment to the Term Loan
or Advances, be applied first, to any Alternate Base Rate Loans then outstanding
and the balance, if any, to Eurodollar Loans outstanding, with payments applied
to Eurodollar Loans being applied in order of next maturing Interest Periods.

      SECTION 2.7. Interest. (a) Each Advance included in the Revolving Credit
Base Rate Tranche shall bear interest for the period from and including the date
advanced until repaid or converted to a Revolving Credit Eurodollar Tranche at
an annual

                                      -38-
<PAGE>   44
rate equal to the Alternate Base Rate plus the Applicable Margin. Each Term Loan
included in the Term Loan Base Rate Tranche shall bear interest at an annual
rate equal to the Alternate Base Rate plus the Applicable Margin.

            (b) Each Revolving Credit Eurodollar Tranche and each Revolving
Credit Foreign Currency Tranche shall bear interest during each Interest Period
applicable thereto on the unpaid principal balance thereof at a rate per annum
equal to the LIBOR Rate determined for such Interest Period plus the Applicable
Margin. Each Term Loan Eurodollar Tranche shall bear interest during each
Interest Period applicable thereto at a rate per annum equal to the LIBOR Rate
determined for such Interest Period plus the Applicable Margin.

            (c) Interest on each Loan shall be payable on each applicable
Interest Payment Date.

            (d) The Company may elect from time to time to convert all or a part
of the Revolving Credit Base Rate Tranche or Revolving Credit Eurodollar Tranche
into a tranche bearing interest at a different rate (other than a Revolving
Credit Foreign Currency Tranche) or to continue all or part of the Revolving
Credit Eurodollar Tranche for a new Interest Period by giving the Administrative
Agent notice by telephone or in writing (any telephone notice to be promptly
confirmed in writing) not later than 11:30 a.m., Philadelphia time, (1) on the
Business Day on which a conversion into a Revolving Credit Base Rate Tranche is
to occur, or (2) at least three Working Days before a conversion into or
continuation of a Revolving Credit Eurodollar Tranche, specifying in each case:
(A) the conversion or continuation date; (B) the amount to be converted or
continued; (C) in the case of conversions, the type of Advance to be converted
into; and (D) in the case of continuations of or a conversion into Revolving
Credit Eurodollar Tranche, the duration of the Interest Period applicable
thereto; provided that (i) Revolving Credit Eurodollar Tranches can be converted
only on the last day of the Interest Period for such tranche; and (ii) no
Revolving Credit Tranche may be converted or continued as a Revolving Credit
Eurodollar Tranche when any Incipient Default or Event of Default has occurred
and is continuing or after the date that is one month, in the case of a
Revolving Credit Eurodollar Tranche, prior to the Termination Date. If the
Company shall fail to give the Administrative Agent the notice as specified
above for the continuation or conversion of a Revolving Credit Eurodollar
Tranche prior to the end of the Interest Period applicable thereto, such tranche
shall automatically be converted into a Revolving Credit Base Rate Tranche on
the last day of the Interest Period for such Revolving Credit Eurodollar
Tranche. The Administrative Agent will notify each Revolving Credit Bank of the
Interest Period selected by the Company, if applicable, and the interest rate to
apply to such Advance not later than (I) the second Working Day before the
beginning of each new Interest Period to apply to a Revolving Credit Eurodollar
Tranche, and

                                      -39-
<PAGE>   45
(II) the Business Day on which the Alternate Base Rate takes effect.

            (e) At least four Working Days before the expiration of an Interest
Period applicable to a Revolving Credit Foreign Currency Tranche, the Company
will notify the Administrative Agent (1) whether such tranche will be prepaid at
the end of the Interest Period, (2) if so by how much, and (3) unless such
tranche will be prepaid in full, the duration of the Interest Period to be
applicable thereto beginning at the end of the current Interest Period. If the
Company shall fail to give the Administrative Agent such notice, the Company
shall be deemed to have selected an Interest Period of one month, except that if
such an Interest Period would expire after the Termination Date, such tranche
shall bear interest at the Alternate Base Rate until the Termination Date. The
Administrative Agent will notify each Bank and the applicable Foreign Currency
Lending Office, if any, not later than 9:30 a.m., Philadelphia time, on the
second Working Day before the beginning of each new Interest Period applicable
to a Revolving Credit Foreign Currency Tranche, of (A) the Interest Period
selected by the Company and (B) the interest rate to apply to such Revolving
Credit Foreign Currency Tranche during such Interest Period.

            (f) The Company may elect from time to time to convert all or a part
of the Term Loan Base Rate Tranche or any Term Loan Eurodollar Tranche into a
tranche bearing interest at a different rate or to continue all or part of a
Term Loan Eurodollar Tranche for a new Interest Period by giving the
Administrative Agent notice by telephone or in writing (any telephone notice to
be promptly confirmed in writing) not later than 11:30 a.m., Philadelphia time,
(1) on the Business Day on which a conversion into a Term Loan Base Rate Tranche
is to occur, or (2) at least three Working Days before a conversion into or
continuation of a Term Loan Eurodollar Tranche, specifying in each case: (A) the
conversion or continuation date; (B) the amount to be converted or continued;
(C) in the case of conversions, the type of Term Loan to be converted into; and
(D) in the case of continuations of or a conversion into a Term Loan Eurodollar
Tranche, the duration of the Interest Period applicable thereto; provided that
(i) a Term Loan Eurodollar Tranche can be converted only on the last day of the
Interest Period for such tranche; and (ii) no Term Loan Tranche may be converted
or continued as a Term Loan Eurodollar Tranche when any Incipient Default or
Event of Default has occurred and is continuing or after the date that is one
month prior to the Termination Date. If the Company shall fail to give the
Administrative Agent the notice as specified above for the continuation or
conversion of a Term Loan Eurodollar Tranche prior to the end of the Interest
Period applicable thereto, such tranche shall automatically be converted into a
Term Loan Base Rate Tranche on the last day of the Interest Period for such Term
Loan Eurodollar Tranche. In connection with any conversion into or the
continuation of any Term Loan Eurodollar Tranche, the Administrative Agent will
notify each

                                      -40-
<PAGE>   46
Bank of the Interest Period selected by the Borrower and the interest rate to
apply to such Term Loan not later than the second Working Day before the
beginning of each new Interest Period. If there is any Term Loan Base Rate
Tranche outstanding, the Administrative Agent shall promptly notify each Term
Loan Bank of any change in the Prime Rate.


            (g) At no time shall there be more than six Revolving Credit
Tranches, including the Revolving Credit Base Rate Tranche, and four Term Loan
Tranches, including the Term Loan Base Rate Tranche; provided that the Revolving
Credit Base Rate Tranche and the Term Loan Base Rate Tranche shall be deemed one
tranche for purposes of this clause (g).

            (h) All notices given under this Section shall be irrevocable.

      SECTION 2.8. Interest After an Event of Default. If an Event of Default
shall occur, then upon written notice to the Company, the Loans shall bear
interest, payable on demand, from the occurrence of the Event of Default until
it is cured or waived or until the Loans are repaid in full at an annual rate
equal to the Alternate Base Rate plus the Applicable Margin plus 2%.

      SECTION 2.9. Inability to Determine Interest Rate. In the event that the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Borrowers) that, by reason of circumstances
affecting the eurocurrency interbank market, adequate and reasonable means do
not exist for ascertaining LIBOR applicable for any proposed Interest Period
pertaining to any requested funding or continuation of or conversion to a
Eurodollar Loan or a Revolving Credit Foreign Currency Tranche, or if any Bank
shall have reasonably determined (which determination shall be conclusive and
binding upon the Borrowers) prior to such funding, continuation, or conversion
that LIBOR determined by the Administrative Agent for such Interest Period shall
not adequately and fairly reflect the cost to such Bank of maintaining or
funding such Eurodollar Loan or Revolving Credit Foreign Currency Tranche for
such Interest Period, the Administrative Agent shall forthwith give notice of
such determination to the Company. If such notice is given in respect of a
request to fund a Revolving Credit Foreign Currency Tranche, the Company may
cancel the request to fund such Advance by notice to the Administrative Agent
(which shall promptly notify the other Revolving Credit Banks). If the Company
does not cancel the Revolving Credit Foreign Currency Tranche request, such
tranche shall be funded in Dollars as a Revolving Credit Base Rate Tranche. If
the Administrative Agent's notice to the Company under the first sentence of
this subsection is given in respect of a requested continuation of or conversion
to a Eurodollar Loan, such Loan shall bear interest following the expiration of
the then current Interest Period as an Alternate

                                      -41-
<PAGE>   47
Base Rate Loan. If the Administrative Agent's notice to the Company under the
first sentence of this subsection is given in respect of a requested
continuation of a Revolving Credit Foreign Currency Tranche, the provisions of
SECTION 2.20 shall apply. Until such notice has been withdrawn, no further
Eurodollar Loans or Revolving Credit Foreign Currency Tranches shall be made,
nor shall the Company have the right to convert all or a portion of the
Revolving Credit Base Rate Tranche to a Revolving Credit Eurodollar Tranche or
of the Term Loan Base Rate Tranche to a Term Loan Eurodollar Tranche.

      SECTION 2.10. Illegality. If, after the date of this Agreement, the
adoption of any applicable law, rule or regulation, or any change therein or in
any currently applicable law, rule or regulation, or any change in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank with any request or directive (whether or not
having the force of law) of any such Governmental Authority, central bank or
comparable agency shall make it unlawful or impossible for any Bank to make,
maintain or fund any Loan at LIBOR, the Administrative Agent shall so notify the
Company. Upon receipt of notice pursuant to this Section from the Administrative
Agent, every Eurodollar Loan or Revolving Credit Foreign Currency Tranche, as
applicable, then outstanding shall automatically and without any requirement of
additional notice to the Borrowers be converted to bear interest at the
Alternate Base Rate plus the Applicable Margin, on either (a) the last day of
the then current Interest Period with respect to such Loan, if the affected Bank
may lawfully continue to maintain and fund the Loan at the rate then in effect
to such day or (b) immediately, if such Bank may not lawfully continue to fund
and maintain the Loan at the rate then in effect to such day. Until the notice
given pursuant to this Section is withdrawn by the Administrative Agent, no
further Eurodollar Loans or Revolving Credit Foreign Currency Tranches, as the
case may be, shall be made, nor shall the Company have the right to convert all
or a portion of the Revolving Credit Base Rate Tranche to a Revolving Credit
Eurodollar Tranche or of the Term Loan Base Rate Tranche to a Term Loan
Eurodollar Tranche.

      SECTION 2.11. Additional Costs. In the event that any change in applicable
law or regulation or in the interpretation thereof by any Governmental Authority
charged with the administration thereof or the introduction of any law or
regulation subjects any Bank to any Tax of any kind whatsoever with respect to
any Loan or any of its Notes, or changes the basis of taxation of payments to
such Bank or principal of or interest payable with respect to any Loan (except
for the imposition of, or changes in the rate of, a tax based solely on the net
income taxes or franchise taxes of such Bank or a surcharge on such a tax) or
results in the imposition, modification or applicability of any reserve, special
deposit or

                                      -42-
<PAGE>   48
similar requirement against assets held by or deposits in or for the account of,
or loans by, such Bank or imposes on such Bank, directly or indirectly, any
other conditions affecting any Loan or any of its Notes or the cost of deposits
obtained by such Bank in the London Eurodollar interbank market or other
applicable markets, and the net aggregate result of any of the foregoing is to
increase the cost to such Bank of making or maintaining any Loan, then the
Borrowers will pay to such Bank from time to time upon demand by the
Administrative Agent the additional amount or amounts necessary to compensate
such Bank (on an after-Tax basis) for any such additional cost incurred by such
Bank within 60 days before such demand is made and thereafter. Such Bank's
determination of the amount so due, and a description of the calculation
thereof, shall be set forth in the demand for such amounts; such determination
and calculation shall be conclusive absent manifest error. Payments under this
Section shall be without duplication for payments under SECTION 2.12.

      SECTION 2.12. Foreign Taxes. (a) All payments on account of the Notes and
the principal of, and interest on, the Loans and all other amounts payable by
each Borrower under this Agreement, including without limitation amounts payable
under subsection (b) below, shall be made without any set-off or counterclaim
and free and clear of and without reduction by reason of all present and future
income, profits, capital, franchise, stamp and other taxes and levies, imposts,
deductions, charges, compulsory loans and withholding whatsoever imposed,
assessed, levied or collected by any country (other than net income or franchise
taxes imposed on each Bank or its applicable lending office by the jurisdiction
in which such Bank's principal office or such lending office is located) or any
political subdivision or taxing authority thereof or therein (all such taxes,
levies, costs and charges being hereinafter called "Foreign Taxes").

            (b) Subject to SECTION 2.12(f), each Borrower shall indemnify
each Bank against, and reimburse such Bank on demand for, any Foreign Taxes and
any loss, liability, claim or expense, including interest, penalties and
reasonable legal fees, which such Bank may incur at any time arising out of or
in connection with any failure of such Borrower to make payments of Foreign
Taxes when due.

            (c) If any Foreign Taxes are required to be withheld from any amount
payable to any Bank, then, subject to SECTION 2.12(f), the amount payable shall
be increased as may be necessary so that after all required withholdings had
been made such Bank receives an amount equal to the amount it would have
received had no such withholdings been made. Promptly after the date on which
payment of any such Foreign Tax by any Borrower is due pursuant to applicable
law, such Borrower shall, at the request of such Bank, furnish such Bank
evidence in form and substance satisfactory to such Bank that such Borrower has
paid such Foreign Taxes to the requisite authorities.


                                      -43-
<PAGE>   49
            (d) The obligations for each Borrower pursuant to this Section shall
survive repayment of the Loans.

            (e) Payments under this Section shall be made without duplication of
payments made under SECTION 2.11.

            (f) No Borrower shall be obligated to gross up any payments to any
Bank under SECTION 2.12(c) or indemnify any Bank pursuant to SECTION 2.12(b) in
respect of United States federal withholding taxes to the extent imposed as a
result of (i) a failure of such Bank to deliver to the Company the form or forms
and/or an Exemption Certificate (as defined in SECTION 2.28), as applicable to
such Bank, pursuant to SECTION 2.28, (ii) such form or forms and/or Exemption
Certificate not establishing a complete exemption from United States federal
withholding tax or the information or certifications made therein by such Bank
being untrue or inaccurate on the date delivered in any material respect, or
(iii) such Bank designating a successor lending office (unless such designation
is made at the request of the Company) which has the effect of causing such Bank
to become obligated for Tax payments in excess of those in effect immediately
prior to such designation.

      SECTION 2.13. Funding Loss and Currency Hedge Indemnification. (a) The
Borrowers shall pay to the Administrative Agent for the account of the Banks,
upon the request of the Administrative Agent, such amount or amounts as shall be
sufficient (in the reasonable opinion of the Banks) to compensate the Banks for
any loss, cost, or expense (including, without limitation, costs or losses
associated with prepaying or redeploying deposits (whether or not any Bank shall
have actually funded a Loan with corresponding deposits) and, in the case of
Revolving Credit Foreign Currency Tranches or Letters of Credit denominated in a
Foreign Currency, costs or losses associated with closing hedge transactions in
respect of Revolving Credit Foreign Currency Tranches or Letters of Credit
denominated in a Foreign Currency) incurred as a result of:

            (a)(1) Any payment of a Eurodollar Loan or Revolving Credit Foreign
Currency Tranche on a date other than the last day of the Interest Period
pertaining to such Loan including, but not limited to, any such payment made in
violation hereof or made as a result of any Event of Default occasioning a
change in applicable interest rate and/or of acceleration by the Banks;

                  (2) Any drawing under a Letter of Credit denominated in a
Foreign Currency reimbursed by the Borrowers on a day other than the
Reimbursement Date;

                  (3) Any failure by the Borrowers to borrow a Revolving Credit
Foreign Currency Tranche or a Swing Line Loan with a mutually agreed upon rate
or to borrow or convert, as the case may be, a Revolving Credit Eurodollar
Tranche or a Term Loan

                                      -44-
<PAGE>   50
Eurodollar Tranche on the date for borrowing or conversion, as the case may be,
specified in the relevant notice under SECTIONS 2.3, 2.5 OR 2.7; or

                  (4) Any prepayment of a Swing Line Loan with a mutually agreed
upon rate prior to the end of the period on which the rate was based.

            (b) The Bank's determination of the amount so due, and a
description of the calculation thereof, shall be set forth in the request for
such amount or amounts; such determination and calculation shall be conclusive
absent manifest error. The Banks agree that any request for compensation for
such loss, cost or expense will be made, if at all, within 90 days of the date
such loss, cost or expense is incurred.

      SECTION 2.14. Letter of Credit Cash Collateral Account. Cash collateral
pledged by the Borrowers pursuant to this Agreement shall be maintained in a
deposit account of the Borrowers maintained with the Administrative Agent, over
which the Administrative Agent shall have sole dominion and control (the "Letter
of Credit Cash Collateral Account"). The Borrowers hereby grant, bargain, convey
and set over to the Administrative Agent for the benefit of the Banks a security
interest in and lien upon the Letter of Credit Cash Collateral Account and all
cash and any other assets at any time hereafter contained therein as security
for the payment and performance of all of the Borrowers' obligations in
connection with the Letters of Credit. The Borrowers shall take such action and
execute and deliver such documents, including financing statements, as the
Administrative Agent may determine necessary or desirable to further the
security interest hereby created. Provided there does not then exist an Event of
Default or Incipient Default, if at any time the funds held in the Letter of
Credit Cash Collateral Account exceed the sum of the then existing Letter of
Credit Liability plus the amount of any yet to be issued Letters of Credit then
subject to a request by the Borrowers under SECTION 2.15 hereof, the
Administrative Agent shall remit such excess to the Company. After the
occurrence of an Event of Default and acceleration of the Loans as set forth in
SECTION 8.2 hereof, or if the Borrowers shall have failed to pay all amounts
which have come due on or prior to such applicable due date, the Administrative
Agent shall apply all funds held in the Letter of Credit Cash Collateral Account
in the manner provided in SECTION 2.15(e). On the Termination Date, all monies
in the Letter of Credit Cash Collateral Account in excess of the amount required
to repay the Advances, the Letter of Credit Liability and any other amount then
owing hereunder shall be returned to the Company.

      SECTION 2.15. Letters of Credit. (a) Letters of Credit. In addition to
requests that the Revolving Credit Banks make Advances pursuant to SECTION 2.3,
the Company may request, in

                                      -45-
<PAGE>   51
accordance with the provisions of this SECTION 2.15, that on and after the date
on which all of the conditions set forth in SECTIONS 3.1, 3.2 AND 3.3 are
satisfied to that date which is thirty-one (31) days prior to the Termination
Date, an Issuing Bank issue, subject to the terms and conditions hereof, Letters
of Credit for the account of a Borrower in an aggregate amount up to the Letter
of Credit Sublimit; provided, that (1) in no event shall an Issuing Bank be
obligated to issue any Letter of Credit having an expiration date later than the
Termination Date, (2) in no event shall a Letter of Credit have an expiration
date later than one year from the date of issuance, and (3) the Company shall
not request that an Issuing Bank issue any Letter of Credit if, after giving
effect to such issuance the Letter of Credit Liability would exceed the Letter
of Credit Sublimit. Subject to the other conditions of this SECTION 2.15, the
Company shall, with respect to any Letter of Credit, be entitled to select which
Issuing Bank shall be the Issuing Bank of such Letter of Credit. The issuance of
any Letter of Credit in accordance with the provisions of this SECTION 2.15
shall require the satisfaction of each condition set forth in SECTION 3.1, 3.2
AND 3.3. Immediately upon the issuance of each Letter of Credit each Revolving
Credit Bank shall be deemed to have, and hereby agrees to have, irrevocably
purchased from the Issuing Bank a participation in such Letter of Credit and all
drawings thereunder in an amount equal to the amount of such Letter of Credit
multiplied by such Revolving Credit Bank's pro rata share set forth on Exhibit
2.1. The obligations of the Borrowers and an Issuing Bank in respect of Letters
of Credit issued by it may at the election of such Issuing Bank be subject to
The International Standby Practices (ISP98) or The Uniform Customs and Practice
for Documentary Credits (UCP), in either case, as published as of the date of
issue, in which case the UCP or ISP98, as applicable, may be incorporated
therein and deemed in all respects to be a part thereof.

            (b) Evergreen Letters of Credit. Notwithstanding the provisions
of SECTION 2.15(a), above, the Revolving Credit Banks hereby agree that an
Issuing Bank may issue upon the Company's request, one or more Letter(s) of
Credit which by its terms may be extended for additional periods of up to one
year each provided that (1) the initial expiration date of each such Letter of
Credit is not later than the Termination Date, and (2) renewal of such Letters
of Credit, at such Issuing Bank's discretion, shall be available upon written
request from the Company to such Issuing Bank at least 30 days before the date
upon which notice of renewal is otherwise required.

            (c) Issuing Bank's Reporting Obligations. Each Issuing Bank agrees
to provide the Administrative Agent with reports that will enable it to provide
the reports set forth herein. The Administrative Agent shall provide the
Revolving Credit Banks with quarterly reports of all outstanding Letters of

                                      -46-
<PAGE>   52
Credit issued by the Issuing Banks. Such reports shall be delivered within 15
days of the end of each March, June, September and December, commencing with the
quarterly period ending on the first such date after the Initial Funding Date,
and shall specify the following with respect to each outstanding Letter of
Credit: (1) the Issuing Bank, (2) the date of issuance of such Letter of Credit,
(3) the original face amount of such Letter of Credit, (4) the then current
available amount of such Letter of Credit, and (5) the maturity date of such
Letter of Credit.

            (d) Notice of Issuance or Amendment. Whenever a Borrower desires the
issuance of a Letter of Credit or the amendment of a Letter of Credit, the
Company shall deliver to the applicable Issuing Bank (with a copy to the
Administrative Agent if it is not the Issuing Bank) no later than 11:30 a.m.,
Philadelphia time, at least five (5) Business Days in advance of the proposed
date of issuance or such shorter period as may be agreed to by the Issuing Bank
an executed application for such Letter of Credit in the form customarily
required by the Issuing Bank for the issuance of letters of credit, and an
accompanying written notice which shall specify (1) a precise description of the
documents and the verbatim text of any certificate to be presented by the
beneficiary which, if presented by the beneficiary prior to the expiration date
of the Letter of Credit, would require the Issuing Bank to make payment under
the Letter of Credit, provided, that the Issuing Bank, in its sole judgment, may
require changes in any such documents and certificates, and provided, further,
that no Letter of Credit shall require payment against a conforming draft to be
made hereunder on the same Business Day that such draft is presented if
presentation is made after 11:00 a.m., Philadelphia time, on such Business Day,
(2) whether the Letter of Credit is being issued for the benefit of a Foreign
Borrower and (3) whether drawings under the Letter of Credit are payable in a
Foreign Currency and, if so, the applicable Foreign Currency. On the proposed
date of issuance of any Letter of Credit, the Administrative Agent shall
determine to the best of its knowledge whether the proposed Letter of Credit,
when added to the then outstanding Letter of Credit Liability, would be within
the Letter of Credit Sublimit and, when added to the then outstanding Advances
and Swing Line Loans, would be less than the total amount of the Commitments.
The Administrative Agent shall on such proposed date of issuance notify the
Issuing Bank whether both such criteria are satisfied, and, if the notice shall
not confirm that both such criteria are satisfied, the Issuing Bank shall not
issue the requested Letter of Credit. The Banks and the Borrowers shall hold the
Administrative Agent and the Issuing Bank harmless for any miscalculations or
other errors in making such determinations except that if such miscalculations
or other errors resulted from the gross negligence or willful misconduct of the
Administrative Agent or the Issuing Bank, the Administrative Agent or the
Issuing Bank, as the case may be, shall not be entitled to be held harmless
under this sentence. In the event that, upon issuance of such proposed Letter of


                                      -47-
<PAGE>   53
Credit, the Letter of Credit Sublimit is exceeded, the applicable Borrower shall
immediately deposit into the Letter of Credit Cash Collateral Account the amount
of such excess. In determining whether to pay under any Letter of Credit, the
Issuing Bank shall be responsible only to determine in good faith that the
documents and certificates required to be delivered under that Letter of Credit
have been delivered and that they comply on their face with the requirements of
that Letter of Credit. Within one (1) Business Day after receipt of a request
for issuance of a Letter of Credit, the Issuing Bank shall notify the
Administrative Agent of the proposed issuance and the amount of each such
Revolving Credit Bank's respective participation therein determined in
accordance with this SECTION 2.15 and shall send the Administrative Agent a copy
of each Letter of Credit. Within one (1) Business Day of receipt of such notice
from such Issuing Bank, the Administrative Agent shall notify each other
Revolving Credit Bank of the proposed issuance and the amount of each such
Revolving Credit Bank's respective participation therein determined in
accordance with this SECTION 2.15 and shall send each Revolving Credit Bank a
copy of each Letter of Credit.

            (e) Payment of Amounts Drawn Under Letters of Credit. In the event
of any request for drawing under any Letter of Credit by the beneficiary
thereof, such Issuing Bank shall immediately notify the Administrative Agent,
which shall notify the Borrowers and the Revolving Credit Banks, and with
respect to Letters of Credit denominated in a Foreign Currency, each Foreign
Currency Lending Office and the Borrowers shall reimburse such Issuing Bank on
the day on which such drawing is honored: (1) by paying to such Issuing Bank
immediately available funds in an amount equal to such drawing or, (2) with
respect to drawings in a Foreign Currency, by making payment in accordance with
SECTION 2.24(b); provided that (A) if sufficient funds are then in the Letter of
Credit Cash Collateral Account to reimburse it in full for the amount of such
drawing, the Administrative Agent shall immediately withdraw such amount
necessary to reimburse such Issuing Bank from the Letter of Credit Cash
Collateral Account, (B) if the funds then in the Letter of Credit Cash
Collateral Account are insufficient to reimburse such Issuing Bank in full for
the amount of such drawing, the Administrative Agent shall withdraw all of the
funds in the Letter of Credit Cash Collateral Account to reimburse such Issuing
Bank and the unreimbursed balance of such drawing shall be reimbursed in
accordance with clause (C) below, and (C) if there are no funds or insufficient
funds then in the Letter of Credit Cash Collateral Account then (i) unless the
Borrowers shall have notified the Administrative Agent prior to 11:00 a.m.,
Philadelphia time, on the date of such drawing that the Borrowers intend to
reimburse such Issuing Bank for the amount of such drawing with funds other than
the proceeds of an Advance, the Borrowers shall be deemed to have given notice
to the Administrative Agent requesting the Revolving Credit Banks to make an
Advance which shall earn interest at the Alternate Base Rate plus the Applicable
Margin in accordance with SECTION

                                      -48-
<PAGE>   54
2.3 on the day on which such drawing is honored (the "Reimbursement Date") in an
aggregate amount equal to the amount of such drawing (or, the Dollar equivalent
thereof as determined on the Reimbursement Date in accordance with SECTION 2.20
hereof) less the amount, if any, withdrawn from the Letter of Credit Cash
Collateral Account pursuant to clause (B) above, and (ii) subject to
satisfaction or waiver of the conditions specified in SECTION 3.2, the Banks
shall, on the Reimbursement Date, make an Advance, which shall earn interest at
the Alternate Base Rate plus the Applicable Margin, in an aggregate amount equal
to the amount of such drawing less the amount, if any, withdrawn from the Letter
of Credit Cash Collateral Account pursuant to clause (B) above, the proceeds of
which shall be applied directly by the Administrative Agent to reimburse such
Issuing Bank for such drawing; and provided, further, that if for any reason the
proceeds of such Advance are not received by such Issuing Bank on the
Reimbursement Date in an aggregate amount equal to the amount of such drawing,
the Borrowers shall reimburse such Issuing Bank on the day immediately following
the Reimbursement Date, in same day funds, in an amount equal to the excess of
the amount of such drawing over the aggregate amount of such Advance, if any,
which are so received plus accrued interest on such amount at the rate set forth
in SECTION 2.15(G) less the amount, if any, withdrawn by such Issuing Bank
pursuant to clause (2) above. The reimbursement obligations of the Borrowers
hereunder are joint and several, subject to SECTION 2.27 hereof.

            (f) Payment By Banks. In the event that the Borrowers shall fail to
reimburse any Issuing Bank as provided in SECTION 2.15(e) in an amount equal to
the amount required under SECTION 2.15(e), the Administrative Agent shall
promptly notify each Bank of the unreimbursed amount of such drawing and of such
Bank's respective participation therein in an amount equal to such Bank's pro
rata share of such unreimbursed amount. Each Bank shall make available to the
Administrative Agent for payment to such Issuing Bank an amount equal to its
respective participation therein (including without limitation its pro rata
share of accrued but unpaid interest thereon), in same day funds, at the office
of the Administrative Agent specified in such notice, not later than 11:00 a.m.,
Philadelphia time, on the Business Day after the date the Administrative Agent
notifies each Bank. In the event that any Bank fails to make available to the
Administrative Agent the amount of such Bank's participation in such
unreimbursed amount as provided herein, such Issuing Bank shall be entitled to
recover such amount on demand from such Bank together with interest thereon at a
rate per annum equal to the Alternate Base Rate for each day during the period
between the Reimbursement Date and the date on which such Bank makes available
its participation in such unreimbursed amount. The failure of any Bank to make
available to the Administrative Agent its pro rata share of any such
unreimbursed amount shall not relieve any other Bank of its obligations
hereunder to make

                                      -49-
<PAGE>   55
available to the Administrative Agent its pro rata share of such unreimbursed
amount on the date such unreimbursed amount is to be reimbursed. The
Administrative Agent shall distribute to each Bank which has paid all amounts
payable by it under this SECTION 2.15(f) with respect to the unreimbursed amount
of any drawing under any Letter of Credit, such Bank's pro rata share of all
payments received by the Administrative Agent from the Borrowers in
reimbursement of drawings honored by the Issuing Bank under such Letter of
Credit when such payments are received. Notwithstanding anything to the contrary
herein, each Bank which has paid all amounts payable by it under this SECTION
2.15(f) shall have a direct right to reimbursement of such amounts from the
Borrowers subject to the procedures for reimbursing Banks set forth in this
SECTION 2.15.

            (g) Compensation. The Borrowers agree to pay the following amounts
to each Issuing Bank with respect to each Letter of Credit issued by such
Issuing Bank:

                  (1) The Borrowers shall pay to such Issuing Bank for the
account of the Revolving Credit Banks a letter of credit fee (the "Letter of
Credit Fee") calculated at the rate per annum set forth below on the daily
average undrawn amount of all Letters of Credit then outstanding for the portion
of the year each such Letter of Credit has been outstanding payable the last day
of each calendar quarter, commencing with the first such date after the Initial
Funding Date and thereafter quarterly in arrears on the last day of each
calendar quarter, and on the Termination Date. The rate shall be equal to the
Applicable Margin applicable to Eurodollar Loans.

                  (2) With respect to any drawing made under any Letter of
Credit which is not reimbursed in full on the date such drawing is made,
interest, payable on demand, on the amount paid by the Issuing Bank in respect
of each such drawing from the date of the drawing to the date such amount is
reimbursed by the Borrowers (including any such reimbursement out of the
proceeds of Advances pursuant to SECTION 2.15(e) or out of the Letter of Credit
Cash Collateral Account) at a rate which is at all times equal to the Default
Rate for the period from the date of such drawing to and including the Business
Day on which the Issuing Bank is reimbursed in full.

                  (3) With respect to the issuance, amendment, transfer,
administration, cancellation or conversion of each Letter of Credit and each
drawing made thereunder, letter of credit fees, documentary and processing
charges in accordance with the Issuing Bank's standard schedule for such charges
in effect at the time of such issuance, amendment, transfer, administration,
cancellation or drawing, as the case may be, or as otherwise agreed to by the
Issuing Bank. The Borrowers further agree to pay to each Issuing Bank for its
own account (or, in the case a new Issuing Bank shall be appointed, for the

                                      -50-
<PAGE>   56
account of any predecessor Issuing Bank with respect to Letters of Credit of
such predecessor Issuing Bank which remain outstanding after the appointment of
the new Issuing Bank) on the dates and in the amounts in respect of each Letter
of Credit issued by such Issuing Bank the issuance and fronting fees set forth
in the Fee Letter.

Each Issuing Bank shall remit to the Administrative Agent any amount received
from the Borrowers described in clause (1) of this SECTION 2.15(g), subject to
collection, on the same day as received if received before 2:00 p.m.
Philadelphia time, and otherwise on the next Business Day, and the
Administrative Agent shall distribute to each Bank its pro rata share of such
amount in accordance with SECTION 2.24. Each Issuing Bank shall be entitled to
retain for its own account payments made pursuant to clauses (2) and (3) above.

         (h) Obligations Absolute. The obligation of the Borrowers to reimburse
each Issuing Bank for drawings made under the Letters of Credit issued by it,
and the obligations of the Banks under SECTION 2.15(f), shall be unconditional
and irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances including, without limitation, the following
circumstances:

                  (1)   any lack of validity or enforceability of
any Letter of Credit;

                  (2) the existence of any claim, set-off, defense or other
right which any Borrower may have at any time against a beneficiary or any
transferee of any Letter of Credit (or any persons or entities for whom any such
transferee may be acting), each Issuing Bank, the Agents or any other Person,
whether in connection with this Agreement, the transactions contemplated herein
or any unrelated transaction (including any underlying transaction between any
Borrower or one of its Subsidiaries and the beneficiary for which the Letter of
Credit was procured);

                  (3) any draft, demand, certificate or any other document
presented under any Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect;

                  (4) payment by the Issuing Bank under any Letter of Credit
against presentation of a demand, draft or certificate or other document which
does not comply with the terms of such Letter of Credit; provided, that such
payment does not constitute willful misconduct or gross negligence on the part
of the Issuing Bank;

                  (5) any breach of this Agreement or any document delivered in
connection herewith by any party hereto or thereto; or


                                      -51-
<PAGE>   57
                  (6) the fact that an Event of Default or an Incipient Default
shall have occurred and be continuing.

            (i) Additional Payments. If by reason of (1) any change in any
applicable law, regulation, rule, decree or regulatory requirement or any change
in the interpretation or application by any judicial or regulatory authority of
any law, regulation, rule, decree or regulatory requirement or (2) compliance by
the Agents or any Bank with any direction, request or requirement (whether or
not having the force of law) of any governmental or monetary authority
including, without limitation, Regulation D:

                        (A)   any Issuing Bank or any Bank shall be
subject to any tax, levy, charge or withholding of any nature or to any
variation thereof or to any penalty with respect to the maintenance or
fulfillment of its obligations under this SECTION 2.15(i), whether directly or
by such being imposed on or suffered by any Issuing Bank or any Bank (except for
the imposition of, or changes in the rate of, a tax based solely on the net
income of such Bank or a surcharge on such a tax);

                        (B)   any reserve, special deposit,
premium, FDIC assessment, capital adequacy or similar requirement is or shall be
applicable, imposed or modified in respect of any Letters of Credit issued by
any Issuing Bank or participations therein purchased or deemed purchased by any
Bank; or

                        (C)   there shall be imposed on any Issuing
Bank or any Bank any other condition regarding this SECTION 2.15, any Letter of
Credit or any participation therein;

and the result of the foregoing is to directly or indirectly increase the cost
to any Issuing Bank or any Bank of issuing, making or maintaining any Letter of
Credit or of purchasing or maintaining any participation therein, or to reduce
the amount receivable in respect thereof by such Issuing Bank or any Bank, then
and in any such case such Issuing Bank or such Bank may, at any time within a
reasonable period after the additional cost is incurred or the amount received
is reduced, notify the Company, and the Borrowers shall pay on demand to such
Issuing Bank or such Bank, as the case may be, such amounts as such Issuing Bank
or such Bank may specify to be necessary to compensate such Issuing Bank or such
Bank for such additional cost or reduced receipt, together with interest on such
amount from the date demanded until payment in full thereof at a rate equal at
all times to the Alternate Base Rate plus the Applicable Margin. The
determination by any Issuing Bank or any Bank, as the case may be, of any amount
due pursuant to this SECTION 2.15(i) as set forth in a certificate setting forth
the calculation thereof in reasonable detail shall, in the absence of manifest
error or bad faith, be final and conclusive and binding on all of the parties
hereto.


                                      -52-
<PAGE>   58
            (j) Indemnification; Nature of Issuing Bank's Duties. In addition to
amounts payable as elsewhere provided in SECTION 2.15, the Borrowers hereby
agree to protect, indemnify and save the Agents, each Issuing Bank and each Bank
harmless from and against any and all claims, demands, liabilities, damages,
losses, costs, charges and expenses (including reasonable attorneys' fees and/or
allocated costs of internal counsel) which the Agents, each Issuing Bank and
each Bank may incur or be subject to as a consequence, direct or indirect, of
(1) the issuance of or performance under any Letter of Credit, or (2) the
failure of any Issuing Bank to honor a drawing under any Letter of Credit unless
due solely to the willful misconduct of such Issuing Bank, or as a result of any
act or omission, whether rightful or wrongful, of any present or future de jure
or de facto government or governmental authority. Without limiting the
foregoing, each Issuing Bank shall have no obligation to ascertain whether the
stated purpose of any requested Letter of Credit is permitted by this Agreement
and shall not be liable for any Borrower's use of a Letter of Credit issued
pursuant to the terms hereof in violation of the Borrowers' covenants contained
herein.

            As among the Borrowers, the Agents, each Issuing Bank and the Banks,
the Borrowers assume all risks of the acts and omissions of, or misuse of the
Letters of Credit issued by any Issuing Bank by the respective beneficiaries of
such Letters of Credit. In furtherance and not in limitation of the foregoing,
neither the Agents, any Issuing Bank nor any Bank shall be responsible for: (A)
the form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for and
issuance of such Letters of Credit, even if it should in fact prove to be in any
or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (C) failure of the beneficiary of any
such Letter of Credit to comply fully with conditions required in order to draw
upon such Letter of Credit, unless (i) such failure is material and substantive,
and (ii) the Issuing Bank's payment on such Letter of Credit constitutes gross
negligence or willful misconduct; (D) errors, omissions, interruptions or delays
in transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (E) errors in interpretation of
technical terms; (F) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any such Letter of Credit or
of the proceeds thereof; (G) the misapplication by the beneficiary of any such
Letter of Credit; or (H) any consequences arising from causes beyond the control
of such Issuing Bank. None of the above shall affect,

                                      -53-
<PAGE>   59
impair, or prevent the vesting of any of such Issuing Bank's rights or powers
hereunder.

            In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by any Issuing
Bank under or in connection with the Letters of Credit issued by it or the
related certificates, if (i) taken or omitted in good faith and (ii)
substantially in accordance with the terms thereof, shall not put such Issuing
Bank under any resulting liability to the Borrowers.

            As between the Agents, each Issuing Bank and the Revolving Credit
Banks, each Issuing Bank agrees that it will take the same care as it takes in
connection with letters of credit in which it alone is interested. However,
neither any Issuing Bank nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them
hereunder or in connection herewith except for its or their own gross negligence
or willful misconduct.

            With respect to its Commitment (if any), its Swing Line Commitment
(if any) and its portion of the Advances and Letter of Credit Liability (if
any), each Issuing Bank shall have the same rights and powers hereunder as any
Bank and may exercise the same as though it were not an Issuing Bank. Each
Issuing Bank may accept deposits from, lend money to and generally engage in any
kind of banking or trust business with any Borrower and any Subsidiaries or
Affiliates of such Borrower as if such Issuing Bank were not an Issuing Bank
unless otherwise prohibited by the terms of this Agreement.

            It is expressly understood and agreed that the obligations of each
Issuing Bank hereunder are only those expressly set forth in this Agreement and
that such Issuing Bank shall be entitled to assume that no Event of Default or
Incipient Default has occurred and is continuing unless such Issuing Bank has
actual knowledge of such fact or has received written notice from the
Administrative Agent, a Revolving Credit Bank or a Borrower that the
Administrative Agent, such Revolving Credit Bank or Borrower considers that an
Event of Default or Incipient Default has occurred and is continuing and
specifying the nature thereof.

            So long as any Issuing Bank shall be entitled, pursuant to the
immediately preceding paragraph, to assume that no Event of Default or Incipient
Event of Default, has occurred and is continuing, such Issuing Bank shall be
entitled to use its discretion with respect to exercising or refraining from
exercising any rights that may be vested in it by, or with respect to taking or
refraining from taking any action or actions that it may be able to take under
or in respect of, this Agreement. Each Issuing Bank shall incur no liability
under or in respect of this Agreement by acting upon any notice, consent,
certificate, warranty or other paper or instrument believed by it

                                      -54-
<PAGE>   60
to be genuine or authentic or to be signed by the proper party or parties, or
with respect to anything that it may do or refrain from doing in the reasonable
exercise of its judgment.

            The Revolving Credit Banks agree to indemnify each Issuing Bank in
its capacity as Issuing Bank (not in its individual capacity as a Revolving
Credit Bank) (to the extent not reimbursed by the Borrowers), ratably according
to their pro rata share, from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
attorneys' fees and/or allocated costs of internal counsel) which such Issuing
Bank may incur or be subject to as a consequence direct or indirect, of the (1)
issuance of or performance under a Letter of Credit, or (2) the failure of such
Issuing Bank to honor a drawing under any Letter of Credit unless due solely to
the gross negligence or willful misconduct of such Issuing Bank, or as a result
of any act or omission, whether rightful or wrongful, by any future de jure or
de facto government or governmental authority. The indemnities contained in this
Section shall survive the discharge of the Transaction Documents, whether
through full payment and performance of the Obligations or otherwise, including
without limitation, the termination of the Commitment.

         SECTION 2.16. Facility Fee. The Borrowers shall pay on the Signing Date
and the Initial Funding Date to PNC Capital Markets, Inc. and The Bank of Nova
Scotia, solely for their account, the nonrefundable facility fee set forth in
the Fee Letter.

         SECTION 2.17. Administration Fee. The Borrowers shall pay to PNC
Capital Markets, Inc., solely for its account, the annual administration fee at
such times and in such amounts as are set forth in the Fee Letter.

         SECTION 2.18. Ticking Fee and Commitment Fee. (a) The Borrowers shall
pay to the Administrative Agent for the account of each Bank a ticking fee (the
"Ticking Fee") calculated at the rate per annum of (i) from the Signing Date to
the earlier of the Initial Funding Date and March 1, 2000, 0.25% per annum, and
(ii) if the Initial Funding Date has not occurred, from and after March 1, 2000
through the Initial Funding Date, 0.375% per annum on the aggregate Commitments
and Term Loan Commitments (being $325,000,000 and computed without regard to any
Cash Election Reduction Amount), payable quarterly in arrears, commencing on
December 31, 1999 for the period then ended and thereafter quarterly in arrears
on the last day of each calendar quarter, on the Initial Funding Date and, if
earlier, the Termination Date.

         (b) The Borrowers shall pay to the Administrative Agent for the account
of each Revolving Credit Bank a commitment fee (the "Commitment Fee") calculated
at the rate per annum set forth below on the average daily amount of such Bank's
Unused Commitment from the Initial Funding Date to and including the Termination
Date, payable quarterly in arrears on the last day of

                                      -55-
<PAGE>   61
each calendar quarter and on the Termination Date, commencing on the last day of
the first calendar quarter ending after the Initial Funding Date. The initial
rate shall be 0.375% per annum, provided that from and after the Grid Activation
Date the foregoing shall continue in effect unless otherwise specified in
accordance with the table and text below:

<TABLE>
<CAPTION>
If Leverage Ratio is:               Then Commitment Fee per annum is:
<S>                                 <C>
equal to or greater than
2.50                                                 0.375%

less than 2.50                                       0.250%
</TABLE>

The calculation of the Commitment Fee pursuant to the above table shall be made
quarterly, commencing with the most recent fiscal quarter ending prior to the
Grid Activation Date for the immediately preceding twelve month period, and
shall be based upon the Consolidated balance sheet and income statement of the
Company and its Subsidiaries for such period. In the event that the rate
changes, such change shall become effective on the first day of the calendar
quarter following the receipt of the Company's financial statements except that
the rate, once reset, shall remain in effect for not less than ninety (90) days.
If the Company shall fail to deliver a Compliance Certificate within the number
of days after the end of any fiscal quarter or year as required pursuant to
Section 6.8 (without giving effect to any grace period), but shall thereafter
deliver such Compliance Certificate, any increase (but not any decrease) in the
Commitment Fee resulting from a change in the Leverage Ratio shall be
retroactive to the first day of the month immediately following the month in
which the Company's quarterly financial statements were required to be delivered
to the Administrative Agent.

      SECTION 2.19. Calculations. Both before and after the occurrence of an
Event of Default, and before and after judgment, (a) interest on Loans bearing
interest at the Alternate Base Rate will be calculated on the basis of a year of
365 or 366 days, as the case may be, for the actual number of days elapsed, and
(b) the Commitment Fee, the Ticking Fee, the Letter of Credit Fee and interest
on all other types of Loans will be calculated on the basis of a year of 360
days for the actual number of days elapsed.

      SECTION 2.20. Currency Provisions. (a) An Advance may be denominated in a
Foreign Currency only if the Administrative Agent is satisfied in its sole
discretion that deposits in such currency for a period comparable to the
relevant Interest Period and for an amount comparable to the amount of the
Advance which shall be outstanding during such Interest Period will be available
to the Banks in the normal course of business at the beginning of such Interest
Period. If the Administrative Agent is not so satisfied, such Advance shall
(unless the Company

                                      -56-
<PAGE>   62
cancels a request pursuant to SECTION 2.9 or the Company and the Administrative
Agent otherwise agree) be denominated in Dollars and accrue interest at the
Alternate Base Rate plus the Applicable Margin for such Interest Period. A
Letter of Credit may be denominated in a Foreign Currency only if the Issuing
Bank is satisfied in its sole discretion that an amount comparable to the amount
of the Letter of Credit will be available to such Issuing Bank in the normal
course of business on the date such Letter of Credit is issued and the date such
Letter of Credit may be drawn upon. If such Issuing Bank is not so satisfied,
such Letter of Credit shall be denominated in Dollars.

            (a)(b) For purposes of the provisions of this Agreement, (1) the
equivalent in Dollars of a Foreign Currency shall be determined by using the
average spot rate quoted to the Administrative Agent (or the applicable Issuing
Bank) by the relevant Reference Banks for the exchange of Dollars for the
relevant Foreign Currency, in New York City at 9:00 a.m. New York City time two
Working Days prior to the date on which such equivalent is to be determined and
(2) the equivalent in a Foreign Currency of Dollars shall be determined by using
the average spot rate quoted to the Administrative Agent (or the applicable
Issuing Bank) by the relevant Reference Banks for the exchange of the relevant
Foreign Currency for Dollars in New York City at 9:00 a.m. New York City time
two Working Days prior to the date on which such equivalent is to be determined.

            (c) The Administrative Agent's (or applicable Issuing Bank's)
determination of each spot rate of exchange pursuant to this Agreement shall be
conclusive in the absence of manifest error.


                                      -57-
<PAGE>   63
         SECTION 2.21. Judgment Currency. The currency in which each Loan made
hereunder is denominated and the place of payment designated therefor is of the
essence. The payment obligation of each Borrower hereunder in any designated
currency and designated place of payment shall not be discharged by an amount
paid in another currency or in another place, whether pursuant to a judgment or
otherwise, to the extent that the amount so paid on prompt conversion to the
currency in which the Loan is denominated and transfer to the designated place
of payment under normal banking procedures does not yield the amount owing
hereunder at the designated place of payment. In the event that any payment by
any Borrower, whether pursuant to a judgment or otherwise, upon such conversion
and transfer does not result in payment of such amount in the currency in which
such Loan is denominated at the designated place of payment, the appropriate
Bank shall be entitled to demand immediate payment of, and shall have a separate
cause of action against the Borrowers for, the additional amount necessary to
yield the amount of such currency owing hereunder.

         SECTION 2.22. Capital Adequacy. If any Bank determines that the
applicability of any law, rule, regulation or guideline currently in effect or
the adoption after the date hereof of any other law, rule, regulation or
guideline regarding capital adequacy, or any change in any of the foregoing by
any government authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by such Bank (or any
lending office of such Bank) or such Bank's holding company with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on such Bank's capital or on the capital
of such Bank's holding company as a consequence of this Agreement or the Loans
made pursuant hereto to a level below that which such Bank or such Bank's
holding company could have achieved but for such adoption, change or compliance
(taking into consideration such Bank's policies and the policies of such Bank's
holding company with respect to capital adequacy) by an amount deemed by such
Bank to be material, then from time to time the Borrowers shall pay to such Bank
such additional amount or amounts as will compensate such Bank or such Bank's
holding company for any such reduction suffered from and after the day 60 days
before such Bank first notifies the Borrowers thereof and requests payment. Any
such request shall be accompanied by a description and calculation of the amount
requested.

         SECTION 2.23. Usury. If at any time the interest rate being charged to
the Borrowers hereunder shall be deemed by any court of law, governmental
agency, or tribunal of competent jurisdiction to exceed the maximum rate of
interest permitted by applicable law, then, without otherwise affecting the
validity or enforceability of this Agreement, the Notes or any part hereof or
thereof, for such time as such rate would be deemed excessive, its application
shall be suspended and there shall be charged


                                      -58-
<PAGE>   64
instead the maximum rate of interest permissible under such applicable law. The
Company agrees to give the Administrative Agent prior written notice in the
event any interest payment made to the Banks will cause the total interest
payments collected to be usurious under applicable law, should the Company
become aware of such event.

         SECTION 2.24. Payments. (a) The Borrowers shall make each payment under
this Agreement and under the Notes, other than payments on account of Revolving
Credit Foreign Currency Tranches or reimbursement of a drawing under a Letter of
Credit denominated in, subject to SECTION 2.29, a Foreign Currency, in
immediately available funds, in Dollars, not later than 2:00 p.m., Philadelphia
time, on the day such payment is due, at the office of the Administrative Agent
at 1600 Market Street, Philadelphia, Pennsylvania. The Administrative Agent
shall remit to each Bank, subject to collection, its ratable share of each such
payment on the same day as received if received before 2:00 p.m., Philadelphia
time, and otherwise on the next Business Day.

                  (b) Each payment under this Agreement or the Notes on account
of a Revolving Credit Foreign Currency Tranche or reimbursement of a drawing
under a Letter of Credit denominated in a Foreign Currency shall be made in
immediately available funds, in the Foreign Currency in which such Revolving
Credit Foreign Currency Tranche or Letter of Credit is denominated, not later
than 11:30 a.m., local time, on the day such payment or reimbursement is due, at
the office of a correspondent bank designated by the Administrative Agent from
time to time for receipt of payments in that Foreign Currency. The
Administrative Agent will direct such correspondent to remit such payment to
each Bank, subject to collection, its ratable share of each such payment,
subject to collection, on the same day as received if received by the time
specified in the preceding sentence, and otherwise on the next Business Day. The
Administrative Agent will direct such correspondent to remit such reimbursement
to the applicable Issuing Bank, subject to collection, on the same day as
received if received by the time specified in the first sentence of this
subsection, and otherwise on the next Business Day.

                  (c) Any payment made after the time specified in subsection
(a) or (b) shall be deemed to have been made on the next succeeding Business Day
(in the case of payments described in subsection (a)) or Working Day (in the
case of payments described in subsection (b)).

                  (d) The Administrative Agent, any Issuing Bank or any Bank for
whose account such payment is to be made, may (but shall not be obligated to)
debit the amount of any payment by any Borrower which is not made by such time
to any ordinary deposit account of any Borrower with the Administrative Agent or
such Bank, as the case may be, and any Bank so doing shall promptly


                                      -59-
<PAGE>   65
notify the Administrative Agent. To the extent that such accounts are not
maintained in the currency due, each Bank is authorized to charge an amount in
any other currency equal to the equivalent (determined under SECTION 2.20 as of
the date such charge is made) of such other currency of the currency due.

                  (e) Each Borrower shall, at the time of making each payment
under this Agreement or the Notes, specify to the Administrative Agent the
principal or other amount payable by such Borrower under this Agreement or the
Notes to which such payment is to be applied (and in the event it fails to so
specify, or if an Incipient Default or Event of Default has occurred and is
continuing, the Administrative Agent may apply such payment as it may elect in
its sole discretion).

         SECTION 2.25. Payment Due on Non-Business Days. Whenever any payment to
be made hereunder or under the Notes (other than on account of a Revolving
Credit Foreign Currency Tranche or a drawing under a Letter of Credit
denominated in a Foreign Currency) shall be stated to be due on a day which is
not a Business Day, such payment may be made on the next succeeding Business
Day, and such extension of time shall in such case be included in the
calculation of interest or of the Commitment Fee payable hereunder or under the
Notes, as the case may be.

         SECTION 2.26. Replacement of a Bank in Certain Circumstances. If (i) an
event specified in SECTION 2.10, 2.11, 2.12 or 2.22 occurs and as a result the
Loans cannot be maintained as Eurodollar Loans (in the case of SECTION 2.10) or
additional payments are required to be made by the Borrowers (in the case of
SECTION 2.11, 2.12, 2.22 OR 2.29), and the occurrence affects fewer than all the
Banks, (ii) any Bank shall decline to agree to an amendment or modification of
the Transaction Documents which provides for a release of all or substantially
all of the collateral for the Loans pursuant to clause (i) of the second
sentence of Section 10.1 or (iii) any Bank shall decline to agree to an
amendment to this Agreement to permit an increase in the Commitments pursuant to
clause (j) of the second sentence of Section 10.1 (each an "Affected Bank"),
then the Borrowers may arrange for one or more other banks satisfactory to the
Administrative Agent, the Syndication Agent and the Issuing Banks (each a
"Substituted Bank") to assume the Affected Banks' duties and obligations
hereunder, and each Affected Bank shall thereupon assign its interest hereunder
and under its Notes pursuant to SECTION 10.4 to such Substituted Bank or Banks.
Until such assignment and substitution shall actually occur, the provisions of
SECTIONS 2.10, 2.11, 2.12, 2.22, 2.29 and 10.1 shall continue to apply.

         SECTION 2.27. Special Provisions Concerning Foreign Borrowers.
Notwithstanding the joint and several liability of the Borrowers' liability in
respect of the Obligations, the


                                      -60-
<PAGE>   66
liability of a Foreign Borrower on account of the principal and interest on the
Loans shall be limited to the principal amount advanced to such Foreign Borrower
and interest thereon, including without limitation, interest at the Default Rate
and costs and fees; provided, however, that nothing herein shall limit the
liability of SLC BV under the SLC BV Guaranty in respect of the obligations of
the Foreign Borrowers.

         SECTION 2.28. Withholding Taxes. At least five (5) Business Days prior
to the first date on which interest or fees are payable hereunder for the
account of any Bank, each Bank that is not a "United States Person" within the
meaning of Section 7701(a)(30) of the Code agrees that it will deliver to each
of the Company and the Administrative Agent two duly completed copies of United
States Internal Revenue Service Form 4224 or 1001, or other applicable form
prescribed by the Internal Revenue Service of the United States certifying in
either case that such Bank is entitled to receive payments under this Agreement
and the Notes without deduction or withholding of any United States federal
income taxes, or is subject to such tax at a reduced rate under an applicable
tax treaty, and two duly completed copies of Internal Revenue Service Form W-8
or W-9, or other applicable form, or if the Bank is not legally entitled to
deliver copies of either a Form 4224 or 1001 (or other applicable form) a
certificate of the Bank indicating that such Bank is not (A) a "bank" within the
meaning of Section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of
the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a
controlled foreign corporation receiving interest from a related person within
the meaning of Section 881(c)(3)(C) of the Code (such certificate, an "Exemption
Certificate") and two duly completed copies of Internal Revenue Service Form W-8
or applicable successor form. Each Bank which so delivers a Form W-8, W-9, 4224
or 1001 or successor form further undertakes to deliver to each of the Company
and the Administrative Agent two additional copies of such form (or a successor
form) on or before the date that such form expires or becomes obsolete or after
the occurrence of any event requiring a change in the most recent form so
delivered by it, and such amendments thereto or extensions or renewals thereof
as may be reasonably requested by the Company or the Agent, either certifying
that such Bank is entitled to receive payments under this Agreement and the
Notes without deduction or withholding of any United States federal income taxes
or are subject to such tax at a reduced rate under an applicable tax treaty or
stating that no such exemption or reduced rate is allowable. The Administrative
Agent shall be entitled to withhold United States federal income taxes at the
full withholding rate unless a Bank established an exemption or at the
applicable reduced rate as established pursuant to the above provisions.

         SECTION 2.29. European Union. If, as a result of the implementation of
the economic and monetary union of the European Community, (1) any Foreign
Currency ceases to be the lawful


                                      -61-
<PAGE>   67
currency of the nation issuing the same and is replaced by the Euro, or (2) any
Foreign Currency and the Euro are at the same time recognized by any
governmental authority of the nation issuing such Foreign Currency as the lawful
currency of such nation and the Administrative Agent or the Required Banks shall
so request in a notice delivered to the Company, then any amount payable by any
party hereto in such Foreign Currency shall instead be payable in the Euro and
the amount so payable shall be determined by translating the amount payable in
such Foreign Currency to the Euro at the exchange rate recognized by the
European Central Bank for the purpose of implementing the economic and monetary
union of the European Community. Prior to the occurrence of the event or events
described in clause (1) or (2) of the preceding sentence, each amount payable in
any Foreign Currency will, except as otherwise provided herein, continue to be
payable only in that Foreign Currency.

         (b) Each Borrower agrees, at the request of any Bank to compensate such
Bank for any loss, cost, expenses or reduction in return that such Bank
reasonably determines was incurred or sustained by such Bank as a result of the
implementation of the economic and monetary union of the European Community and
that would not have been incurred or sustained but for the transactions provided
for in this Agreement. A certificate of any Bank setting forth such Bank's
determination of the amounts or amounts necessary to compensate such Bank shall
be delivered to the Company and shall be conclusive evidence absent manifest
error so long as such determination is made on a reasonable basis. The Borrowers
shall pay such Bank the amount shown as due on any such certificate within ten
(10) days of the receipt thereof.

         (c) Except as provided in the foregoing provisions of this SECTION
2.29, no such implementation or change in currency nor any economic consequences
resulting therefrom shall (1) give rise to any right to terminate prematurely,
contest, rescind, alter, modify or renegotiate the provisions of any Transaction
Document or (2) discharge, excuse or otherwise affect the performance of any
obligations of the Borrowers or any other Credit Party with respect to any of
the Obligations under any Transaction Document. The parties hereto confirm that
the occurrence or non-occurrence of any event associated with the economic and
monetary union of the European Community will not have the effect of altering
any term of, or discharging or excusing performance under, this Agreement or any
other Transaction Document or, in and of itself, give rise to any Event of
Default or Incipient Default.

                                  ARTICLE III.

                              CONDITIONS OF LENDING

         SECTION 3.1. Conditions Precedent to the Initial Advance. The
obligation of the Revolving Credit Banks to make the initial


                                      -62-
<PAGE>   68
Advance and to issue or participate in any Letters of Credit issued hereunder,
the obligation of the Term Loan Banks to make the Term Loan and the obligation
of the Swing Line Bank to make the initial Swing Line Loan are subject to the
conditions precedent that:

          (1) the Administrative Agent and the Syndication Agent shall have
received on or before the day on which such Advance, Term Loan, disbursement or
issuance is to be made, all of the following, in form and substance satisfactory
to the Agents (which term, for purposes of this Article III only, shall mean the
Administrative Agent and the Syndication Agent) and their counsel:

                  (a) A copy, certified in writing by the Secretary or an
Assistant Secretary of each Credit Party, of (1) resolutions of the Board of
Directors of such Credit Party evidencing approval of the Transaction Documents
to which it is a party and other matters contemplated hereby and (2) each
document evidencing other necessary corporate action and governmental approvals,
if any, with respect to this Agreement, the other Transaction Documents and
other matters contemplated hereby.

                  (b) A written certificate dated the Initial Funding Date by
the Secretary or an Assistant Secretary of each Credit Party as to the names and
signatures of the officers of such Credit Party authorized to sign the
Transaction Documents to which it is a party. The Agents may conclusively rely
on such certificate until it shall receive a further certificate by the
Secretary or an Assistant Secretary of such Credit Party amending such prior
certificate.

                  (c) A written certificate dated the Initial Funding Date by a
duly authorized officer of each Borrower stating (i) that the representations
and warranties in Article IV are true and correct in all material respects on
such date as though made on and as of such date, (ii) that no event has occurred
and is continuing which constitutes an Incipient Default or an Event of Default,
(iii) that no facts, events or circumstances have arisen after September 28,
1999 that constitute a material adverse change in the business, assets,
liabilities, financial condition or results of SLC, ITI and their respective
Subsidiaries taken as a whole as measured by the same at December 31, 1998, (iv)
that there have not after September 28, 1999 been any actions, suits or
proceedings filed or, to the knowledge of the Company, threatened against or
affecting the SLC, ITI or any of their Subsidiaries or any of their properties
before any court, governmental agency, department, commission, board, bureau or
instrumentality (domestic or foreign) or arbitration (A) which contests the
Merger, this Agreement or the credit facilities provided hereunder or any other
aspect of the Transactions or (B) which could reasonably be expected to have a
Material Adverse Effect as measured by the condition of SLC, ITI and their
Subsidiaries taken as a whole on December 31, 1998, (v) the


                                      -63-
<PAGE>   69
amount of the Cash Election Reduction Amount and providing a computation thereof
and (vi) that the Borrowers have complied with the provisions of SECTION 3.1(4)
and setting forth computations demonstrating such compliance.

                  (d) A written certificate dated the Initial Funding Date by a
duly authorized officer of each Borrower stating that prior to and after giving
effect to the transactions contemplated herein, each Borrower is and will
continue to be Solvent.

                  (e) Certificates, as of a recent date, of the Secretary of
State or comparable official of the jurisdiction of incorporation of each Credit
Party and the department of revenue or taxation of such jurisdiction as to the
good standing of such Credit Party and the absence of tax delinquencies or tax
liens on such date.

                  (f) Favorable opinion of outside counsel (including local or
foreign counsel) for the Credit Parties, in form, scope and substance
satisfactory to the Agents.

                  (g) This Agreement executed by the Borrowers.

                  (h) The Notes duly executed by the Borrowers in favor of each
Term Loan Bank and Revolving Credit Bank, if any, as shall have requested such
Notes.

                  (i) The Company Pledge Agreement duly executed by the Company,
together with the certificates evidencing all of the shares of securities
pledged thereunder accompanied by undated stock powers duly executed in blank.

                  (j) The Domestic Subsidiary Guaranty duly executed by the
Domestic Guarantors.

                  (k) The Subsidiary Pledge Agreement duly executed by each
Domestic Subsidiary, together with the certificates evidencing all of the shares
of securities pledged thereunder accompanied by undated stock powers duly
executed in blank.

                  (l) Evidence of the insurance required by SECTION 6.5.

                  (m) Copies of the financial information mentioned in SECTION
4.5.

                  (n) A pro-forma opening consolidated balance sheet of the
Company and its Subsidiaries as of the last day of the month prior to the
Initial Funding Date for which financial statements are available (but not more
than two months prior to the Initial Funding Date, after giving effect to the
Merger and reflecting the existing and proposed legal and capital structure


                                      -64-
<PAGE>   70
(both debt and equity) of the Company, which legal and capital structure shall
be in all material respects the same as that previously disclosed to the Agents.

                  (o) Financing statement searches and such other evidence as
the Agents reasonably deem necessary to show that the Company and each of the
Domestic Borrowers has good, marketable and unencumbered title to its assets,
free and clear of any Liens except for Permitted Liens.

                  (p) Payment of all fees and expenses due on or prior to the
Initial Funding Date.

                  (q) Such additional documents, certificates and information as
the Agents may require pursuant to the terms hereof or as the Agents may
otherwise reasonably request.

         (2) The Agents shall have reviewed and be satisfied with (i) the final
structure of the Transactions (it being understood that the structure
contemplated by the Merger Agreement is satisfactory) and (ii) the terms and
provisions of all documents, agreements and contracts related to the
Transactions (it being understood that the documents, agreements and contracts
attached as exhibits to the Merger Agreement are satisfactory).

         (3) All governmental (including Internal Revenue Service) and third
party approvals and rulings (or modifications of rulings) necessary in
connection with the Transaction, the financing contemplated by this Agreement
and the continuing operations of the Company and its Subsidiaries, after giving
effect to the Merger, shall have been obtained and be in full force and effect,
and all applicable waiting periods shall have expired without any action being
taken or threatened by any competent authority which would restrain, prevent or
otherwise impose adverse conditions on the Transaction or the financing thereof.

         (4) The Transactions (including the Merger and the Refinancing) shall
have been consummated on the terms set forth in the Merger Agreement documents,
such that the Loans and Advances under this Credit Agreement on the Initial
Funding Date immediately following such consummation does not exceed the lesser
of $275,000,000 and an amount equal to three times the Combined EBITDA of SLC,
its Subsidiaries, ITI and its Subsidiaries for the twelve month period ending on
the last day of the fiscal quarter ending prior to the Initial Funding Date.

         (5) ITI shall have expressly assumed pursuant to an assumption
agreement in form, scope and substance satisfactory to the Agents and their
counsel its obligations under this Agreement and each other Transaction Document
to which the Company is a party.

         (6) The Company, after giving effect to the Merger, shall have repaid
all outstanding Total Debt (except for Total Debt


                                      -65-
<PAGE>   71
permitted under SECTION 5.4(h)), all commitments thereunder shall have been
terminated and all Liens securing such Total Debt shall have been released
(except for Total Debt permitted under SECTION 5.4(h)), and the Agents shall
have received evidence thereof satisfactory to them.

         (7) The Initial Funding Date shall have occurred on or before May 31,
2000.

         (8) All action requested by the Administrative Agent shall have been
taken in order for the security interest intended to be created by the Company
Pledge Agreement to constitute a first priority, perfected security interest to
secure the Obligations.


         SECTION 3.2. Conditions Precedent to All Advances. The obligation of
the Revolving Banks to make any Advance (including the initial Advance), the
obligation of the Term Loan Banks to make the Term Loan and the obligation of
the Swing Line Bank to make any Swing Line Loan are subject to the further
conditions precedent that:

                  (a) With respect to each requested Advance or Swing Line Loan,
the amount of the requested Advance (or in the case of a Revolving Credit
Foreign Currency Tranche, the equivalent amount in Dollars, determined under
SECTION 2.20(b) as of the borrowing date) or Swing Line Loan plus the sum of (1)
the total outstanding principal under the Revolving Credit, (2) the Letter of
Credit Liability and (3) the Swing Line Loans shall not exceed the aggregate
Commitments.

                   (b) With respect to each requested Revolving Credit Foreign
Currency Tranche, the equivalent amount in Dollars (determined under SECTION
2.20(b) as of the borrowing date) thereof plus the equivalent amount in Dollars
(determined under SECTION 2.20(b) as of the borrowing date) of all outstanding
Revolving Credit Foreign Currency Tranches plus, with respect to Letters of
Credit denominated in a Foreign Currency, the Dollar equivalent thereof
(determined in accordance with SECTION 2.20 as of such date) shall not exceed
the Revolving Credit Foreign Currency Tranche Limit.

                  (c) With respect to each requested Swing Line Loan, the amount
of the requested Swing Line Loan when added to the aggregate outstanding Swing
Line Loans shall not exceed the Swing Line Commitment.

                  (d) The representations and warranties contained in Article IV
hereof (other than those which by their terms are made only as of the date of
this Agreement) shall be accurate on and as of the date of such Advance, Term
Loan or Swing Line Loan (as applicable) as though made on and as of such date
except to the


                                      -66-
<PAGE>   72
extent they expressly relate to an earlier date in which case they shall be
accurate as of such earlier date.

                  (e) No Incipient Default or Event of Default shall have
occurred and be continuing or will result from the making of such Advance, Term
Loan or Swing Line Loan.

                  (f) There are no actions, suits or proceedings filed after
September 28, 1999 or, to the knowledge of the Company, threatened against or
affecting the Company or any of its Subsidiaries or any of their properties
before any court, governmental agency, department, commission, board, bureau or
instrumentality (domestic or foreign) or arbitration that (A) contests the
Merger, this Agreement or the credit facilities provided hereunder or any other
aspect of the transactions contemplated by this Agreement or (B) which could
reasonably be expected to have a Material Adverse Effect as measured by the
business, assets, liabilities, financial condition or results of operations of
SLC, ITI and their respective Subsidiaries taken as a whole on December 31,
1998.

         SECTION 3.3. Conditions to Issuance of Letters of Credit. With respect
to each Letter of Credit, the obligation of the Issuing Bank to issue such
Letter of Credit hereunder is subject to the prior or concurrent satisfaction of
all of the following conditions:

                  (a) On or before the date of issuance of each Letter of
Credit, the Issuing Bank shall have received (unless waived by all of the
Banks), in accordance with the provisions of SECTION 2.15(a), a notice
requesting the issuance of such Letter of Credit, an executed application for
such Letter of Credit in the form customarily required by such Issuing Bank for
the issuance of letters of credit, all other information specified in SECTION
2.15(a), and such other documents as such Issuing Bank may reasonably require in
connection with the issuance of such Letter of Credit;

                  (b) On the date of issuance of each Letter of Credit, all
conditions precedent described in SECTION 3.2 (excluding SECTION 3.2(b)) shall
be satisfied to the same extent as though the issuance of such Letter of Credit
were the making of an Advance, and each request by the Borrowers to an Issuing
Bank to issue a Letter of Credit shall constitute a representation by the
Borrowers that at the time thereof (1) all conditions precedent described in
SECTION 3.2 (excluding 3.2(b)) have been satisfied and (2) the sum of the
proposed Letter of Credit (or, in the case of a Letter of Credit denominated in
a Foreign Currency, the Dollar equivalent thereof determined in accordance with
SECTION 2.20 as of such date) plus the Letter of Credit Liability plus the
Advances and the Swing Line Loans then outstanding would not exceed the
Commitments, and (3) the sum of the proposed Letter of


                                      -67-
<PAGE>   73
Credit (or, in the case of a Letter of Credit denominated in a Foreign Currency,
the Dollar equivalent thereof determined in accordance with SECTION 2.20 as of
such date) plus the Letter of Credit Liability in respect of all Letters of
Credit will not exceed the Letter of Credit Sublimit; and

                  (c) On or before the date of issuance of such Letter of
Credit, the Borrowers shall have paid the fees required under SECTION 2.15.

         SECTION 3.4. Deemed Representations. Each request for an Advance, a
Term Loan, an issuance of a Letter of Credit or a request for a Swing Line Loan
and acceptance by the Borrowers of the proceeds thereof shall constitute a
representation and warranty that the statements contained in SECTION 3.2 and/or
3.3 are true and correct both on the date of such notice and, unless the
Borrowers otherwise notify the Administrative Agent prior to such borrowing, as
of the date of such borrowing or issuance.

                                   ARTICLE IV.

                         REPRESENTATIONS AND WARRANTIES

         Each Borrower hereby makes the following representations and warranties
to the Banks (a) on and as of the date of this Agreement; (b) on and as of the
Initial Funding Date; and (c) except as provided in SECTION 3.2(c), on the date
of each request for an Advance, a Swing Line Loan or issuance of a Letter of
Credit and on the related borrowing date.

         SECTION 4.1. Organization, Good Standing and Qualification. Each Credit
Party and each of its Subsidiaries is duly incorporated, validly existing and in
good standing under the laws of the jurisdiction of its incorporation, has the
corporate power and authority to own its assets and to transact the business in
which it is now engaged or proposed to be engaged, and is duly qualified as a
foreign corporation and in good standing under the laws of each other
jurisdiction in which the failure to so qualify would have a Material Adverse
Effect.

         SECTION 4.2. Corporate Power and Authority; No Conflicts. The
execution, delivery and performance by each Credit Party of the Transaction
Documents to which each is a party have been duly authorized by all necessary
corporate action and do not and will not: (a) require any consent or approval of
its stockholders; (b) contravene the charter or by-laws of any Credit Party; (c)
violate any provision of, or require any filing, registration, consent or
approval under, any law, rule, regulation (including, without limitation,
Regulation U), order, writ, judgment, injunction, decree, determination or award
presently in effect having applicability to any of the Credit Parties or any of
their Subsidiaries; (d) result in a breach of or constitute a default or require
any consent not heretofore obtained under any


                                      -68-
<PAGE>   74
indenture or loan or credit agreement or any other agreement, lease or
instrument to which any of the Credit Parties or any of their Subsidiaries is a
party or by which it or its properties may be bound or affected; (e) result in,
or require, the creation or imposition of any Lien upon or with respect to any
of the properties now owned or hereafter acquired by any of the Borrowers; or
(f) cause any of the Credit Parties or any of their Subsidiaries to be in
default under any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or any indenture, agreement, lease or instrument.

         SECTION 4.3. Legally Enforceable Agreements. Each Transaction Document
is, or when delivered under this Agreement will be, a legal, valid and binding
obligation of each of the Credit Parties executing the same, enforceable against
each such Credit Party in accordance with its terms, except to the extent that
such enforcement may be limited by general equity principles and by applicable
bankruptcy, insolvency and other similar laws affecting creditors' rights
generally.

         SECTION 4.4. Litigation. Except as set forth on Schedule 2, there are
no actions, suits or proceedings filed after September 28, 1999 or, to the
knowledge of any Borrower, threatened against or affecting any of the Credit
Parties or any Subsidiary of the Company or any of their properties before any
court, governmental agency, department, commission, board, bureau or
instrumentality (domestic or foreign) or arbitrator that, if determined
adversely to such Credit Party or Subsidiary, would have a Material Adverse
Effect as measured by the business, assets, liabilities, financial condition or
results of operations of SLC, ITI and their respective Subsidiaries taken as a
whole on December 31, 1998.

         SECTION 4.5. Financial Statements and Projections. (a) The following
financial statements of the Company and Subsidiaries (the "Financial
Statements") have been (or by the Initial Funding Date will have been) furnished
to the Banks:

                           (1) audited Consolidated balance sheet of SLC and its
Subsidiaries as of December 31, 1997 and December 31, 1998 (and, if available,
as of December 31, 1999) and related Consolidated statements of income,
shareholders' equity and cash flows;

                           (2) audited Consolidated balance sheet of ITI and its
Subsidiaries as of December 31, 1997 and December 31, 1998 (and, if available,
as of December 31, 1999) and related Consolidated statements of income,
shareholders' equity and cash flows;

                           (3) unaudited pro forma Consolidated balance sheet of
the Company and its Subsidiaries as of the last day of the month prior to the
Initial Funding Date for which financial


                                      -69-
<PAGE>   75
statements are available (but not more than two months prior to the Initial
Funding Date);

                           (4) unaudited Consolidated balance sheet of ITI and
its Subsidiaries for the most recently completed full fiscal quarter ended at
least 45 days prior to the Initial Funding Date, and related Consolidated
statements of income, shareholders' equity and cash flows; and

                           (5) unaudited Consolidated balance sheet of SLC and
its Subsidiaries for the most recently completed full fiscal quarter ended at
least 45 days prior to the Initial Funding Date, and related Consolidated
statements of income, shareholders' equity and cash flows.

                  (b) The Financial Statements in clauses (a)(1), (a)(2) and
(a)(4) of this SECTION 4.5 present fairly in all material respects the financial
condition of the parties reported on as at their respective dates and for the
respective periods covered thereby, all in accordance with GAAP consistently
applied (subject to year-end adjustments in the case of the interim Financial
Statements). As of the date hereof, there are no liabilities in excess of
$2,000,000 of the parties reported on in the Financial Statements, fixed or
contingent, which are not reflected in the Financial Statements or in the notes
thereto or on Schedule 3, except liabilities incurred in the ordinary course of
business since December 31, 1998. No facts, events or circumstances have arisen
after September 28, 1999 that constitute a Material Adverse Effect as measured
by the business, assets, liabilities, financial condition or results of
operations of SLC, ITI and their respective Subsidiaries taken as a whole on
December 31, 1998.



                                      -70-
<PAGE>   76
         SECTION 4.6. Ownership and Liens. As of the date hereof and as of the
Initial Funding Date, the Company and each of its Subsidiaries has title to, or
valid leasehold interests in, all of its properties and assets, real and
personal, including the properties and assets, and leasehold interests reflected
in the most recent Financial Statements reporting on such party, except for
assets disposed of in the ordinary course of business since December 31, 1998;
and none of the properties and assets owned by the Company or any of its
Subsidiaries and none of their respective leasehold interests is subject to any
Lien, except as disclosed in the most recent Financial Statements of such party
or as may be permitted hereunder.

         SECTION 4.7. No Negative Pledge. Neither the Company nor any of its
Subsidiaries has agreed with any Person (other than the Banks) to restrict its
ability to create in favor of any other Person a Lien covering any of its assets
(including the stock of any of its Subsidiaries) except as permitted under
SECTION 7.7.

         SECTION 4.8. Taxes. The Company and each of its Domestic Subsidiaries,
and, to the best of the Company's knowledge, each other Subsidiary of the
Company has filed all tax returns (federal, state and local) and reports
required to be filed and has paid all material taxes, assessments and
governmental charges and levies shown thereon to be due, including interest and
penalties, except where being contested in good faith and where adequate
reserves have been set aside. As of the date hereof, the United States federal
income tax returns of ITI and its Subsidiaries as a whole and SLC and its
Subsidiaries as a whole were last audited by the Internal Revenue Service for
the taxable years ended December 31, 1994, December 31, 1995 and December 31,
1996 (which audits are continuing as of the date hereof) and December 31, 1991,
respectively.

         SECTION 4.9. ERISA.

                  (a) (1) As of the date hereof and as of the Initial Funding
Date, each Borrower and the members of such Borrower's Controlled Group maintain
only those Defined Benefit Pension Plans and Defined Contribution Plans listed
on Schedule 4 and contribute to only those Multiemployer Plans listed on
Schedule 4. As of the date hereof and as of the Initial Funding Date, the
members of each Borrower's Controlled Group maintain only those Pension Plans
listed on Schedule 4 and contribute to only those Multiemployer Plans listed on
Schedule 4.

                           (2) Each Defined Benefit Pension Plan and Defined
Contribution Plan, as most recently amended, including, without limitation,
amendments to any related trust agreement, group annuity, or insurance
contracts, or other governing instrument, is the subject of a favorable
determination letter by the Internal Revenue Service with respect to its
qualification under


                                      -71-
<PAGE>   77
Section 401(a) of the Code or an application for such determination will be
submitted to the Internal Revenue Service within the applicable remedial
amendment period.

                           (3) All Pension Plans, as of the end of the most
recently completed plan year, meet the minimum funding standards of Section 412
of the Code and Section 302 of ERISA without regard to any funding waiver.

                           (4) Each Borrower and the members of its Controlled
Group have, as of the date hereof and as of the Initial Funding Date, made all
contributions or payments to or under Pension Plans required by the terms of any
such Plan or any contract or agreement.

                  (b) (1) All Plans maintained by each Borrower or any member of
such Borrower's Controlled Group comply, in all material respects, both in form
and in operation, with the requirements of the Code and ERISA.

                           (2) There is not, and has not been, any material
violation of the Code or ERISA with respect to the filing of applicable reports,
documents, and notices regarding any Plan maintained by any Borrower or any
member of any Borrower's Controlled Group with the Secretary of Labor, the
Secretary of the Treasury, the PBGC or any other Governmental Authority or the
furnishing of such documents to the participants or beneficiaries of any such
Plan.

                           (3) No material liability to the PBGC has been, or is
expected by any Borrower or any member of its Controlled Group to be, incurred
by any Borrower or any member of its Controlled Group.

                           (4) There is no material Amount of Unfunded Benefit
Liabilities for any Defined Benefit Pension Plan.

                           (5) No material liabilities (whether or not such
liability is being litigated) have been asserted against any Borrower or any
member of its Controlled Group in connection with any Defined Benefit Pension
Plan by the PBGC or by a trustee appointed pursuant to Section 4042(b) or (c) of
ERISA, and no material Lien has been attached and no person has threatened to
attach a material Lien on any property of any Borrower or any member of its
Controlled Group as a result of any failure to comply with the Code or ERISA.

                           (6) Except as set forth on Schedule 4, neither any
Borrower nor any member of its Controlled Group would be obligated to pay any
material Withdrawal Liabilities if each of them were to withdraw from the
Multiemployer Plans to which any of them makes contributions.



                                      -72-
<PAGE>   78
                           (7) Each Borrower and the members of its Controlled
Group have complied in all material respects with the requirements of Section
515 of ERISA with respect to Multiemployer Plans.

                           (8) No material Prohibited Transaction has occurred
with respect to any Plan.

                           (9) No material Reportable Event has occurred with
respect to any Defined Benefit Pension Plan.

                           (10) No Borrower has any material unfunded
liabilities of unfunded and uninsured "employee welfare benefit plans" (as
defined in Section 3(1) of ERISA).

                           (11) There has not been any material COBRA violation
with respect to any Plan to which such continuation coverage requirements apply.

                           (12) Neither any Borrower nor any of its Subsidiaries
is party to an irrevocable trust the assets of which remain subject to the
general creditors of such Borrower and/or its Subsidiaries (sometimes referred
to as "rabbi trusts") with respect to which there are any material unfunded
potential liabilities.

         Any violation, liability, amount or other event or obligation under
SECTION 4.9 is not material, unless such violation, liability, amount or other
event or obligation, alone or when aggregated with all other such violations,
liabilities, amounts or other events or obligations, results in any liability,
tax, penalty, or other financial condition, that would have a Material Adverse
Effect.



                                      -73-
<PAGE>   79
         SECTION 4.10. Subsidiaries and Ownership of Stock. As of the date
hereof and as of the Initial Funding Date, Schedule 5 is a complete and accurate
list of the Subsidiaries of the Company, showing the jurisdiction of
incorporation or organization of each and showing the percentage of the
Company's (or a Subsidiary's) ownership of the outstanding stock or other
interest of each such Subsidiary. All of the outstanding capital stock or other
interest of each Subsidiary owned by the Company (or a Subsidiary) has been
validly issued, is fully paid and nonassessable and, except as shown in Schedule
5, is free and clear of all Liens. As of the date hereof and the Initial Funding
Date, all of the general partnership interests in BGP are owned by the Persons
listed on Schedule 5. The Company may, upon written notice to the Administrative
Agent and the Syndication Agent, update Schedule 5 on or prior to the Merger
Date to reflect subsidiaries or partnership interests acquired or formed in
compliance with this Agreement.

         SECTION 4.11. Credit Arrangements. As of the date hereof and as of the
Initial Funding Date, Schedule 6 is a complete and correct list of all credit
agreements, indentures, purchase agreements, guarantees, capital leases and
other investments, agreements and arrangements presently in effect providing for
or relating to extensions of credit (including agreements and arrangements for
the issuance of letters of credit or for acceptance financing) in respect of
which any Borrower or any of its Subsidiaries is or could become in any manner
directly or contingently obligated for an amount in excess of $5,000,000; and
the maximum principal or face amounts of the credit in question, outstanding and
which can be outstanding, are correctly stated, and all Liens of any nature
given or agreed to be given as security therefor are correctly described or
indicated in such Schedule. The Company may, upon written notice to the
Administrative Agent and the Syndication Agent, update Schedule 6 on or prior to
the Merger Date to reflect additional agreements entered into not in violation
of this Agreement.

         SECTION 4.12. Operation of Business. The Company and each of its
Subsidiaries possess all licenses, permits, franchises, patents, copyrights,
trademarks and trade names, or rights thereto, material to the conduct of their
business substantially as now conducted, and neither the Company nor any of its
Subsidiaries is in violation of any valid rights of others with respect to any
of the foregoing, except in instances which would not, individually or in the
aggregate, have a Material Adverse Effect.

         SECTION 4.13. No Default on Outstanding Judgments or Orders. The
Company and each of its Subsidiaries has satisfied all judgments and neither a
Borrower nor any of its Subsidiaries is in default with respect to any judgment,
writ, injunction, decree, rule or regulation of any Governmental Authority,
except in instances which would not, individually or in the aggregate, result in
liability of $5,000,000 or more.


                                      -74-
<PAGE>   80
         SECTION 4.14. No Defaults on Other Agreements. Neither the Company nor
any of its Subsidiaries is a party to any indenture, loan or credit agreement or
any lease or other agreement or instrument or subject to any charter or
corporate restriction which could have a Material Adverse Effect. Neither the
Company nor any of its Subsidiaries is in default in any respect in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any agreement or instrument material to its business to
which it is a party, except in instances which would not, individually or in the
aggregate, have a Material Adverse Effect.

         SECTION 4.15. Labor Disputes, etc. Except as disclosed on Schedule
4.15, Neither the business nor the properties of the Company or of any of its
Subsidiaries are affected by any fire, explosion, accident, strike, lockout or
other labor dispute, drought, storm, hail, earthquake, embargo, act of God or
other casualty (whether or not covered by insurance), except in instances which
would not, individually or in the aggregate, have a Material Adverse Effect.

         SECTION 4.16. Governmental Regulation. Neither the Company nor any of
its Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Investment Company Act of 1940, the Interstate Commerce
Act, the Federal Power Act or any statute or regulation limiting its ability to
incur indebtedness for borrowed money as contemplated hereby.

         SECTION 4.17. Partnerships. As of the date hereof and as of the Initial
Funding Date, except as disclosed on Schedule 4.17 or Schedule 5, neither the
Company nor any of its Subsidiaries is a partner in any partnership or in any
joint venture. The Company may, upon written notice to the Administrative Agent
and the Syndication Agent, update Schedule 4.17 and Schedule 5 on or prior to
the Merger Date to reflect additional partnerships and joint ventures entered
into not in violation of this Agreement.

         SECTION 4.18. Environmental Matters. (a) The Company and each of its
Subsidiaries and all of their respective operations are in compliance with all
Environmental Laws, except in instances which, individually and in the
aggregate, would not have a Material Adverse Effect. The Company and each of its
Subsidiaries has no liability for any previous noncompliance with any
Environmental Law except for liability which, individually and in the aggregate,
would not have a Material Adverse Effect. The Company and each of its
Subsidiaries is in possession of, and in compliance in all material respects
with, all permits, licenses, registrations, and authorizations required under
the Environmental Laws except in instances where such nonpossession,
individually and in the aggregate, would not have a Material Adverse Effect. All
such permits, licenses, registrations, and authorizations are currently in
effect; no proceeding is pending or, to the Company's knowledge, threatened, to
modify, suspend, revoke, withdraw, or otherwise limit such permits, licenses,


                                      -75-
<PAGE>   81
registrations, and authorizations; and no administrative or governmental action
has been taken or, to the Company's Borrower's knowledge, threatened which could
result in the expiration without renewal or the nonrenewal of such permits,
licenses, registrations or authorizations. Neither the Company nor any of its
Subsidiaries has received any notice of violation, citation, complaint, request
for information, order, directive, compliance schedule, notice of claims, or
proceeding from any party relating to compliance with the Environmental Laws by
any Borrower or any of its Subsidiaries, except in instances which, individually
and in the aggregate, would not have a Material Adverse Effect.

                  (b) To the Company's knowledge, no past occupant of the Real
Property has engaged in any Proscribed Activities, in a manner which violates
any of the Environmental Laws, except such activities which, individually and in
the aggregate, would not have a Material Adverse Effect. There are no conditions
on any Real Property which may be reasonably expected to give rise to liability,
the imposition of a statutory lien, or which may be reasonably expected to
require Response, Removal or Remedial Action under any of the Environmental
Laws, except such conditions which, individually and in the aggregate, would not
have a Material Adverse Effect.

                  (c) Except as disclosed on Schedule 7, neither the Company nor
any of its Subsidiaries has received any request for information, claim, demand,
or other notification that it is or may be potentially responsible or liable for
any Response, Removal or Remedial Action at any site, including properties not
owned, operated or leased by or to any Borrower or any of its Subsidiaries.
Except as disclosed on Schedule 7, Hazardous Substances generated by the Company
or any of its Subsidiaries have never been sent, transferred or transported to,
or treated, stored or disposed of at any site listed on the National Priorities
List promulgated pursuant to CERCLA, or at any site listed on any state list of
sites requiring Response, Removal or Remedial Action, except in instances which,
individually and in the aggregate, would not have a Material Adverse Effect.

                  (d) Schedule 7 sets forth an accurate and complete listing of
all pending and threatened investigations, actions, claims and proceedings of
any nature whatsoever affecting the Company or any of its Subsidiaries,
including third party claims based upon negligence, trespass, strict liability,
nuisance or toxic tort, arising out of or in any way related to the
Environmental Laws, as well as any exceptions to the representations and
warranties contained in SECTIONS 4.18(a), (b) AND (c), which, if determined
adversely to the Company or such Subsidiary could have a Material Adverse
Effect.

         SECTION 4.19. Compliance with Laws. Each Borrower and each of its
Subsidiaries is in compliance with all applicable laws,


                                      -76-
<PAGE>   82
rules, regulations, and other legal requirements with respect to its business
and the use, maintenance, and operations of the real and personal property owned
or leased by it, except in instances which would not, individually or in the
aggregate, have a Material Adverse Effect.

         SECTION 4.20. Regulations U and X. Except as set forth in SECTION 6.10,
the Company does not own and no part of the proceeds of the Loans will be used
to purchase or carry any margin stock (within the meaning of Regulation U) or to
extend credit to others for the purpose of purchasing or carrying any margin
stock. The Loans are not directly or indirectly secured by "margin stock (within
the meaning of Regulation U). The Company is not engaged principally, or as one
of its important activities, in the business of extending credit for the purpose
of purchasing or carrying any margin stock. If requested by the Banks, the
Borrowers will furnish to the Banks a statement in conformity with the
requirements of Federal Reserve Form U-1 referred to Regulation U. No part of
the proceeds of the Loans to the Borrowers will be used for any purpose that
violates or is inconsistent with the provisions of Regulation X.

         SECTION 4.21. Accuracy of Representations. No representation, warranty
or statement by any Credit Party contained herein, in any Transaction Document
or in any certificate, financial statement or other document furnished by any
Credit Party pursuant hereto or in connection herewith fails to contain any
statement of material fact necessary to make such representation or warranty not
misleading in light of the circumstances under which it is made. There is no
fact which the Company knows and has not disclosed to the Banks which does or
may have a Material Adverse Effect. All projections furnished to the Agents or
any Bank (whether before or after the Signing Date) have been or will be
prepared in good faith on the basis of reasonable assumptions and represent or
will represent the Company's good faith estimate of its future performance, it
being understood that actual results may differ from projections.

         SECTION 4.22. Solvency. The Transactions (including the incurrence of
the Term Loans and Advances on the Initial Funding Date and the application of
the proceeds of the Term Loans and the Advances) will not involve or result in
any fraudulent transfer or fraudulent conveyance under the provisions of Section
548 of the Bankruptcy Code (11 U.S.C. Section 101 et seg., as from time to time
hereafter amended, and any successor or similar statute) or any applicable state
law respecting fraudulent transfers or fraudulent conveyances. After giving
effect to the Transactions, each of the Credit Parties is Solvent.

         SECTION 4.23. Year 2000. Any reprogramming or other corrective
modifications required to permit the proper functioning in all material
respects, in and following the year 2000, of business critical software owned by
the Company and its


                                      -77-
<PAGE>   83
Subsidiaries is reasonably expected to be completed by December 31, 1999 except
to the extent that the failure to do so would not be reasonably expected to have
a Material Adverse Effect. As of the Initial Funding Date, to the knowledge of
the Company, the cost to the Company and its Subsidiaries of such reprogramming
to the extent not reflected or reserved for on the December 31, 1998 balance
sheet of the Company would not be reasonably expected to have a Material Adverse
Effect.

         SECTION 4.24. Merger Agreement. As of the Initial Funding Date, to the
best knowledge of the Company, the representations and warranties in the Merger
Agreement are true and correct in all material respects.

         SECTION 4.25. Survival of Representations. All of the foregoing
representations and warranties shall survive the execution and delivery of the
Notes and the making by the Banks of the Loans hereunder.

                                   ARTICLE V.

                          FINANCIAL COVENANTS AND DEBT
                              AND LIEN RESTRICTIONS

         So long as the Notes shall remain unpaid, any Bank shall have any
Commitment hereunder, the Swing Line Bank shall have any Swing Line Commitment
hereunder, any Advance, any Loan, any Letter of Credit, or any Swing Line Loan
remains outstanding or any other amount remains outstanding hereunder, unless
the Required Banks otherwise consent in writing:

         SECTION 5.1. Net Worth.

                  During each fiscal quarter ending after the Merger Date,
beginning on the last day of a fiscal quarter and ending on the day immediately
preceding the last day of the following fiscal quarter, the sum of (a) the Net
Worth of the Company and its Subsidiaries, on a Consolidated basis, plus (b) to
the extent Net Worth is otherwise reduced by the amount set forth in this clause
(b), the amount (but not in excess of $6,000,000) of nonrecurring expenses for
restructuring in excess of $4,000,000 included in the Company's Projections
provided to the Agents on October 8, 1999, incurred on or before 365 days after
the Merger Date, shall not be less than the sum of:

                  (1) 90% of (x) until delivery of the Merger Date balance sheet
         pursuant to SECTION 6.8(l), the Consolidated Net Worth of SLC and ITI
         as determined from the pro forma opening balance sheet delivered
         pursuant to SECTION 3.1(1)(n), and (y) from and after the delivery of
         the Merger Date Balance Sheet pursuant to SECTION 6.8(l), the
         Consolidated Net Worth of SLC and ITI determined from the Merger Date
         balance sheet, plus,



                                      -78-
<PAGE>   84
                  (2) 50% of the Net Income (but with no reduction for net
         losses) of the Company and its Subsidiaries on a Consolidated basis,
         for each fiscal quarter (or portion thereof) occurring during the
         period (the "Test Period") that begins on the Merger Date and ends on
         the last day of the period for which Net Worth is being determined,
         plus

                  (3) the net cash proceeds from the sale or issuance of Capital
         Stock of the Company during the Test Period.

         SECTION 5.2. Leverage. The Company will not permit the Leverage Ratio
(a) at any time on or after the Merger Date and prior to December 30, 2000, to
be greater than 3.25 to 1.00 and (b) at any time thereafter, to be greater than
3.00 to 1.00.


         SECTION 5.3. Fixed Charge Coverage Ratio. The Company will not permit
the Fixed Charge Coverage Ratio as of the end of any Fiscal Quarter ending on or
after the Merger Date set forth below to be less than 1.25 to 1.00.

         SECTION 5.4. Restrictions on Indebtedness. The Company will not, and
will not permit any Subsidiary, to create, assume, incur or suffer to exist any
Indebtedness, except:

                  (a) Indebtedness under this Agreement, the Notes and the other
Transaction Documents;

                  (b) Guarantees by any Domestic Subsidiary Guarantor of any
Indebtedness of a Borrower otherwise permitted hereunder;

                  (c) Indebtedness of Foreign Subsidiaries of a nature required
to be reflected on their balance sheets in an aggregate amount not exceeding
$15,000,000, provided that at the time such Indebtedness is incurred, the
Company and such Foreign Subsidiaries are otherwise in compliance with this
Agreement, including without limitation, the financial covenants contained in
this Article V, and no Incipient Default or Event of Default has occurred and is
continuing or would result from the incurrence of any such Indebtedness;

                  (d) Indebtedness of any Credit Party to any other Credit
Party, subject to any limitations or requirements contained in SECTIONS 6.14,
7.1, or 7.6;

                  (e) Indebtedness of the Company not otherwise permitted under
the other clauses of this SECTION 5.4 so long as the aggregate outstanding
amount of such Indebtedness does not exceed $20,000,000, such Indebtedness is
unsecured and no Subsidiary of the Company guarantees any such Indebtedness
unless such Subsidiary is a Subsidiary Guarantor (except that up to $5,000,000
of such Indebtedness may be so secured and guaranteed);


                                      -79-
<PAGE>   85
                  (f) Indebtedness of the Company incurred after the Initial
Funding Date so long as (i) all the proceeds net of expenses incurred in
connection with the incurrence thereof of such Indebtedness are used on the date
of incurrence to prepay the Loans and reduce the Commitments pursuant to SECTION
2.6(e), (ii) such Indebtedness is unsecured and no Subsidiary of the Company
guarantees any such Indebtedness unless such Subsidiary is a Subsidiary
Guarantor, (iii) the maturity of such Indebtedness is no earlier than 90 days
after the Termination Date; and (iv) prior to incurrence of any such
Indebtedness in excess of $25,000,000 the Company shall have delivered to the
Banks a pro forma balance sheet and income statement as of the end of the
Company's fiscal quarter ending prior to the date on which the Indebtedness is
intended to be incurred and projections for the year in which the Indebtedness
is intended to be incurred and the years through the Termination Date, together
with appropriate schedules and calculations, demonstrating that no Incipient
Default or Event of Default would be caused by or would result from any such
incurrence of Indebtedness as of the end of the Company's fiscal quarter ending
prior to the date on which the Indebtedness is intended to be incurred or during
such years. The pro forma balance sheet, income statement and projections
required above shall give effect to the Indebtedness as if it had been incurred
on the last day of the Company's fiscal quarter ending prior to the date on
which the Indebtedness is intended to be incurred. Such balance sheet, income
statement and projections shall be reasonably satisfactory in form and substance
to the Administrative Agent, provided, that in the event the Administrative
Agent determines that such balance sheet, income statement and projections are
not satisfactory, the Administrative Agent shall set forth its objections to
such balance sheet and projections in a written notice delivered to the Company
within five (5) Business Days after receipt of such balance sheet, income
statement and projections; and

                  (g) Indebtedness incurred to finance capital expenditures
otherwise permitted hereunder, secured only by a Permitted Lien;

                  (h) Indebtedness, not exceeding $5,000,000 in the aggregate
(excluding bid, payment and performance bonds issued by an insurance company),
of the type described in clause (c) of the definition of "Indebtedness" in
Section 1.1 incurred by any Subsidiary of the Company that is not a Credit
Party, but only if such Indebtedness is not required to be reflected on a
balance sheet of such Subsidiary in accordance with GAAP;

                  (i) Indebtedness existing on the Signing Date and set forth on
Part A of Schedule 8 but the Indebtedness set forth on Part B of Schedule 8
shall be repaid in full on the Initial Funding Date;



                                      -80-
<PAGE>   86
                  (j) Indebtedness in respect of bid, payment and performance
bonds issued by insurance companies;

                  (k) Indebtedness of any Subsidiary that is not a Credit Party
incurred to finance acquisitions permitted by SECTION 7.5(d), not exceeding
$15,000,000 in the aggregate, but only if such Indebtedness is owed to Persons
from which such acquisition is made; and

                  (k) Supra Indebtedness.

         SECTION 5.5. Liens. The Company will not create, incur, assume or
suffer to exist, or permit any of its Subsidiaries to create, incur, assume or
suffer to exist, any Lien on any of its assets (including the stock of any of
its Subsidiaries) except (i) Permitted Liens, (ii) Liens to the extent securing
up to $5,000,000 of Indebtedness under SECTION 5.4(e) on assets not otherwise
constituting collateral under the Transaction Documents and (iii) other Liens
aggregating less than $2,000,000 at any one time, provided that any other such
Lien shall be removed within 30 days of the date a responsible office of the
Company becomes aware of any such Lien.

                                   ARTICLE VI.

                              AFFIRMATIVE COVENANTS

         So long as the Notes shall remain unpaid, any Bank shall have any
Commitment hereunder, or the Swing Line Bank shall have any Swing Line
Commitment hereunder, any Advance, any Term Loan, any Letter of Credit or any
Swing Line Loan remains outstanding or any other amount remains outstanding
hereunder, unless the Required Banks otherwise consent in writing:

         SECTION 6.1. Maintenance of Existence. The Company shall preserve and
maintain, and cause each of its Subsidiaries to preserve and maintain, its
corporate or partnership existence and good standing in the jurisdiction of its
incorporation, and qualify and remain qualified, and cause each of its
Subsidiaries to qualify and remain qualified, as a foreign corporation in each
jurisdiction in which such qualification is required, except as otherwise
provided in this Agreement and where the failure to be so qualified is not
likely to have a Material Adverse Effect.

         SECTION 6.2. Conduct of Business. The Company shall continue, and cause
each of its Subsidiaries to continue, to engage only in businesses of the same
general type as conducted by them on the date of this Agreement.

         SECTION 6.3. Maintenance of Properties, Trademarks, Patents, and
Licenses. The Company shall maintain, keep and preserve, and cause each of its
Subsidiaries to maintain, keep and preserve, all of its properties (tangible and
intangible),


                                      -81-
<PAGE>   87
necessary or useful in the proper conduct of its business in good working order
and condition, ordinary wear and tear excepted; and maintain, keep and preserve,
and cause each of its Subsidiaries to maintain, keep and preserve, all of their
respective trademarks, trademark rights, patents, patent rights, licenses,
permits, tradenames, tradename rights, copyrights, and approvals necessary or
useful in the proper conduct of its business, if any, in full force and effect
until their respective expiration dates.

         SECTION 6.4. Maintenance of Records. The Company shall keep, and cause
each of its Subsidiaries to keep, adequate records and books of account, in
which complete entries will be made reflecting all financial transactions of the
Company and its Subsidiaries.

         SECTION 6.5. Maintenance of Insurance. The Company shall maintain, and
cause each of its Subsidiaries to maintain, insurance with financially sound and
reputable insurance companies or associations in such amounts and covering such
risks as are usually carried by companies engaged in the same or a similar
business and similarly situated.

         SECTION 6.6. Compliance with Laws. The Company shall comply, and cause
each of its Subsidiaries to comply in all respects with all applicable laws,
rules, regulations and orders, where the failure so to comply would have a
Material Adverse Effect.

         SECTION 6.7. Right of Inspection. The Company shall at any reasonable
time during normal business hours and from time to time, permit any Agent or
Bank or any agent or representative of any Agent or Bank to examine and make
copies and abstracts from the records and books of account of, and visit the
properties of, the Company and any of its Subsidiaries, and to discuss the
affairs, finances and accounts of the Company and any such Subsidiary with any
of their respective officers and directors and their respective independent
accountants.

         SECTION 6.8. Reporting Requirements. The Company shall furnish to the
Administrative Agent:

                  (a) as soon as available and in any event within 90 days after
the end of each fiscal year, commencing with the year in which the Merger Date
occurs, of the Company, a Consolidated and Consolidating balance sheet of the
Company and its Subsidiaries as of the end of such fiscal year, a Consolidated
and Consolidating statement of income and a Consolidated statement of cash flows
and retained earnings of the Company and its Subsidiaries for such fiscal year,
all in reasonable detail and stating in comparative form the respective
Consolidated figures for the corresponding date and period in the prior fiscal
year, all prepared in accordance with GAAP, and, as to the Consolidated
statements (excluding the comparative figures),


                                      -82-
<PAGE>   88
audited by, and accompanied by an opinion thereon acceptable to the
Administrative Agent and the Syndication Agent by a "Big Five" accounting firm
or other independent accountants selected by the Company and satisfactory to the
Administrative Agent and the Syndication Agent;

                  (b) as soon as available and in any event within 45 days after
the end of each of the first three quarters of each fiscal year of the Company,
commencing with the first fiscal quarter after the Merger Date, a Consolidated
balance sheet of the Company and its Subsidiaries as at the end of such quarter,
a Consolidated statement of income, statement of cash flows and statement of
retained earnings of the Company and its Subsidiaries for such quarter and a
Consolidated statement of income, statement of cash flows and statement of
retained earnings of the Company and its Subsidiaries for the period commencing
at the beginning of the current fiscal year and ending with the end of such
quarter, all in reasonable detail and stating in comparative form the respective
Consolidated figures for the corresponding period in the previous fiscal year,
accompanied by, in the case of a Consolidated balance sheet and Consolidated
statement of income, a Consolidating worksheet in substantially the form
heretofore delivered to the Administrative Agent, and all prepared in accordance
with GAAP and certified by the chief executive officer, president, chief
financial officer or treasurer of the Company (subject to year-end adjustments);

                  (c) promptly upon receipt thereof, copies of any management
letters or similar reports submitted to the Company or any of its Subsidiaries
by independent certified public accountants in connection with examination of
the financial statements of the Company or any such Subsidiary made by such
accountants;

                  (d) simultaneously with the delivery of the financial
statements referred to in subsections (a) and (b) above, a certificate in the
form attached hereto as Exhibit 6.8(d) ("Compliance Certificate"), signed by the
chief executive officer, president, chief financial officer or treasurer of the
Company (1) certifying that to the best of his knowledge no Incipient Default or
Event of Default has occurred and is continuing or, if an Incipient Default or
Event of Default has occurred and is continuing, a statement as to the nature
thereof and the action which is proposed to be taken with respect thereto, (2)
showing in reasonable detail calculations demonstrating whether or not the
Borrowers are in compliance with the covenants contained in Article V, (3)
stating, on the basis of the calculation of the Leverage Ratio contained in the
Compliance Certificate, the Applicable Margin to become effective on the first
day of the next succeeding calendar month, and (4) certifying that the
representations and warranties contained in Article IV hereof (other than those
which by their terms are made only as of the date of this Agreement) shall be
accurate on and as of the date of such Compliance Certificate as though made on


                                      -83-
<PAGE>   89
and as of such date except to the extent rendered inaccurate as a result of
events or changes in circumstance occurring after the date of this Agreement
which are disclosed in writing to the Administrative Agent and the Syndication
Agent on or before the most recent borrowing date (if required by this Agreement
to be so disclosed) and which do not, individually, or in the aggregate, have a
Material Adverse Effect;

                  (e) promptly after the delivery thereof, copies of all
compliance certificates which the Company or any of its Subsidiaries prepares
for any lender in connection with Total Debt;

                  (f) simultaneously with the delivery of the annual financial
statements referred to in subsection (a), a certificate of the independent
public accountants who audited such statements to the effect that, in making the
examination necessary for the audit of such statements, they have obtained no
knowledge of any condition or event which constitutes an Incipient Default or
Event of Default, or if such accountants shall have obtained knowledge of any
such condition or event, specifying in such certificate each such condition or
event of which they have knowledge and the nature and status thereof;

                  (g) promptly after the commencement thereof, notice of all
actions, suits, and proceedings before any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign,
affecting any Borrower or any of its Subsidiaries which, if determined adversely
to such Borrower or such Subsidiary could have a Material Adverse Effect;

                  (h) as soon as possible and in any event within three Business
Days after the Company obtains knowledge of each Incipient Default or Event of
Default a written notice setting forth the details of such Incipient Default or
Event of Default and the action which is proposed to be taken by the Borrowers
with respect thereto;

                  (i) as soon as possible, and in any event within three
Business Days after obtaining knowledge thereof, notice of the occurrence of any
event or condition which has a Material Adverse Effect, describing the same in
reasonable detail;

                  (j) promptly after any change in the list of the Subsidiaries
of each Borrower, as reflected on Schedule 5, any change in the partnerships or
joint ventures, as reflected on Schedule 5, any change in the information
reflected on Schedule 6, and the occurrence of any event permitted by SECTION
7.3(b) OR (c) involving consideration of $5,000,000 or more or by SECTION 7.5,
written notice of any such change or event;

                  (k) promptly after the same become publicly available, copies
of all periodic and other reports, proxy statements and


                                      -84-
<PAGE>   90
other materials filed by the Company or any of its Subsidiaries with the
Securities and Exchange Commission, or any other 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;

                  (l) within 45 days after the end of the first fiscal quarter
ending after the Merger Date, an opening Consolidated balance sheet of the
Company and its Subsidiaries as of the Merger Date; and

                  (m) such other information respecting the condition or
operations, financial or otherwise, of the Company and any of its Subsidiaries
as the Administrative Agent or the Syndication Agent or any Bank may from time
to time reasonably request.

         SECTION 6.9. Compliance with Environmental Laws. (a) The Company will,
and will cause each of its Subsidiaries to, (1) comply in all material respects
with all Environmental Laws, (2) obtain, maintain, and comply in all material
respects with all permits, licenses, registrations and authorizations required
under all Environmental Laws, and (3) comply in all material respects with all
governmental or court orders, directives, judgments, decrees, awards,
administrative consent orders, settlement agreements, or other settlement
documents issued by, or entered into with, any administrative or governmental
agency or entity concerning compliance with all Environmental Laws, except in
instances which, individually and in the aggregate, would not have a Material
Adverse Effect.

                  (b) Neither the Company nor any of its Subsidiaries will use
or permit the use of any Real Property in a manner which may reasonably be
expected to give rise to liability, the imposition of a statutory lien, or which
may reasonably be expected to require any Response, Removal or Remedial Action
under any of the Environmental Laws which would have a Material Adverse Effect.
In the event that conditions are discovered on, about, beneath or arising from
the Real Property which may reasonably be expected to give rise to liability or
the imposition of a statutory lien, or which may reasonably be expected to
require Response, Removal or Remedial Action, the Company shall, and shall cause
its Subsidiaries to, promptly and without cost and expense to the Banks or the
Agents, take all actions, including Response, Removal or Remedial Actions, as
required under the Environmental Laws, or take appropriate action to demonstrate
its absence of responsibility or liability with respect to such conditions, or
take appropriate action to require any other party that is responsible or liable
for such conditions to take all actions, including Response, Removal or Remedial
Actions, as required under the Environmental Laws.



                                      -85-
<PAGE>   91
                  (c) The Company will promptly notify the Administrative Agent
if the Company or any of its Subsidiaries receives:

                           (1) any notice of violation, citation, complaint,
request for information, order, directive, compliance schedule, or notice of
claim or proceeding from any party relating to its compliance with any of the
Environmental Laws;

                           (2) any requests for information, claim, demand, or
other notification that it or any of its Subsidiaries is or may be potentially
responsible or liable for any Response, Removal or Remedial Action at any site,
including properties not owned, operated or leased by or to the Company or any
of its Subsidiaries;

                           (3) any notice of claims, actions, or proceedings of
any nature whatsoever, including third party claims based upon negligence,
trespass, strict liability, nuisance or toxic tort, arising out of or in any way
related to any of the Environmental Laws or the environmental condition of the
Real Property; and

                           (4) any other information concerning conditions on,
about, beneath or arising from the Real Property which may reasonably be
expected to give rise to liability or the imposition of a statutory lien, or
which may reasonably be expected to require Response, Removal or Remedial Action
under any of the Environmental Laws;

provided, however, that the Company will not be required to notify the Agent
unless any of the foregoing, if determined adversely to any Borrower or any
Subsidiary could have a Material Adverse Effect.

         SECTION 6.10. Use of Proceeds. The Revolving Credit will be used to
finance the Cash Election Consideration and the Refinancing, to provide for
working capital and general corporate purposes and to finance in part the fees
and expenses arising from the Transactions (which shall not exceed $15,000,000).
The Term Loans will be used to finance the Cash Election Consideration and the
Refinancing. The Swing Line will be used for working capital and general
corporate purposes.

         SECTION 6.11. Taxes. The Company will pay, and will cause each
Subsidiary to pay, when due all taxes, assessments and charges imposed upon it
or its property or that it is required to withhold and pay over, except where
contested in good faith and where adequate reserves have been set aside.

         SECTION 6.12. ERISA. (a) As soon as possible (and in any event within
ten Business Days) after the receipt by any Borrower or any member of its
Controlled Group of a demand letter from the PBGC notifying such Borrower or any
member of its Controlled Group of the final decision finding liability and the
date by


                                      -86-
<PAGE>   92
which such liability must be paid, such Borrower will furnish to the Agents a
copy of such letter together with a statement to the Agents setting forth the
action which the Company proposes to take with respect thereto.

                  (b) As soon as possible (and in any event within ten Business
Days) after any Borrower knows or has reason to know (1) that any Reportable
Event other than a Reportable Event for which the 30-day notice requirement
contained in DOL Reg. Section 2615.3(a) is waived ("Waived Reportable Event")
has or will occur with respect to any Defined Benefit Pension Plan maintained by
the Company or any member of its Controlled Group, (2) that a Waived Reportable
Event has or will occur with respect to any Defined Benefit Pension Plan
maintained by any Borrower or any member of any Borrower's Controlled Group if
the occurrence of such Waived Reportable Event would have a Material Adverse
Effect, (3) that any Defined Benefit Pension Plan maintained by such Borrower or
any member of its Controlled Group is to be terminated in a "distress
termination" (within the meaning of Section 4041(c) of ERISA), (4) that the PBGC
has instituted or will institute proceedings under Title IV of ERISA to
terminate any Defined Benefit Pension Plan maintained by the Company or any
member of its Controlled Group, (5) that such Borrower has incurred Withdrawal
Liability from a Multiemployer Plan maintained by it or any member of its
Controlled Group, (6) that any Multiemployer Plan to which such Borrower or any
member of its Controlled Group has made contributions is or will be in
Reorganization, or (7) any other condition exists with respect to a Defined
Benefit Pension Plan or Multiemployer Plan which presents a material risk of
termination of any such Plan, such Borrower will furnish a statement to the
Administrative Agent setting forth the details of such Reportable Event,
distress termination, termination proceedings, Withdrawal Liability,
Reorganization, or condition, and the action that the Company proposes to take
with respect thereto, together with a copy of any notice of such Reportable
Event or distress termination given to the PBGC, or a copy of any notice of
termination proceedings, Withdrawal Liability, or Reorganization received by
such Borrower or any member of its Controlled Group.

                  (c) Each Borrower will furnish to the Agents as soon as
possible after receipt thereof a copy of any notice (other than of a ministerial
nature) that such Borrower or any member of its Controlled Group receives from
the PBGC, the Internal Revenue Service, the Department of Labor, any other
Governmental Authority or the sponsor of any Multiemployer Plan, that sets forth
or proposes any action to be taken or determination made by the PBGC, the
Internal Revenue service, the Department of Labor, any other Governmental
Authority or the sponsor of any Multiemployer Plan with respect to any Plan, if
such action or determination is reasonably likely to have a Material Adverse
Effect.



                                      -87-
<PAGE>   93
                  (d) The Company will promptly notify the Administrative Agent
if it knows or has reason to know:

                           (1) of any taxes, penalties, interest charges and
other financial obligations that have been assessed or otherwise imposed, or
that may be assessed or otherwise imposed, against any Borrower or any member of
its Controlled Group by the PBGC, the Internal Revenue Service, the Department
of Labor or any other Governmental Authority with respect to any Plan if such
obligations are material;

                           (2) that any Borrower or any member of its Controlled
Group has applied for a waiver of the minimum funding standard under Section 412
of the Code with respect to a Pension Plan;

                           (3) that the aggregate Amount of Unfunded Benefit
Liabilities with respect to all Defined Benefit Pension Plans is material;

                           (4) that any Borrower or any member of its Controlled
Group is in default (as defined in Section 4219(c)(5) of ERISA) with respect to
payments to a Multiemployer Plan required by reason of its withdrawal (as
defined in Section 4203 or Section 4205 of ERISA);

                           (5) that there is an action brought against any
Borrower the Company or any member of its Controlled Group under Section 502 of
ERISA with respect to its failure to comply with Section 515 of ERISA; or

                           (6) that any condition exists with respect to a
Defined Benefit Pension Plan which is reasonably likely to require any Borrower
or any member of its Controlled Group to provide security to such Plan as
described in Section 307 of ERISA.

                           No obligation, liability or other amount under this
SECTION 6.12(d) is material unless such obligation, liability or other amount,
either alone or when aggregated with other obligations, liabilities or other
amounts under this SECTION 6.12 would have a Material Adverse Effect.

                           The Company will furnish a statement to the
Administrative Agent setting forth the details of any such event and the action
which the Company or such Borrower proposes to take with respect thereto.

         SECTION 6.13. Incorporation of Terms and Conditions. The Borrowers
hereby agree with each Agent and the Banks that this Agreement shall from time
to time, upon notice from the Administrative Agent to the Company of the
specific terms and conditions to be applied, be deemed amended to incorporate
herein


                                      -88-
<PAGE>   94
any and all covenants (including, without limitation, covenants of the type set
forth in Article V but including covenants of the type set forth in Articles VI
and VII only with respect to Total Debt involving Indebtedness in excess of
$5,000,000 in original committed amount or outstanding amount) included in other
instruments, documents or agreements relating to Total Debt (whether now or
hereafter arising) or Indebtedness under agreements hereafter entered into for
borrowed money not constituting Total Debt to which the Company is a party
which, in the sole judgment of the Administrative Agent, are in any way more
restrictive than those found herein or in any other Transaction Document.
Notwithstanding the foregoing, the Borrowers and their Subsidiaries shall not as
a result of the provisions of this SECTION 6.13 be obligated to provide a Lien
to secure the Obligations with respect to collateral given to the holders of any
such Total Debt or Indebtedness if the Lien created pursuant thereto is
otherwise permitted under SECTION 5.5.

         SECTION 6.14. Future Subsidiaries. Upon any Person becoming, after the
Signing Date, a Subsidiary of the Company, or upon the Company or any Subsidiary
acquiring additional Capital Stock of any existing Subsidiary, the Company shall
notify the Administrative Agent of such acquisition, and

                  (a) the Company shall promptly cause such Subsidiary (other
than an Insignificant Domestic Subsidiary) to execute and deliver to the
Administrative Agent, with counterparts for each Bank, if a Domestic Subsidiary,
a Domestic Subsidiary Guaranty or a supplement to thereto; and

                  (b) the Company shall within 30 days deliver, or cause to be
delivered, to the Administrative Agent under a Pledge Agreement (or a supplement
thereto updating the schedules to the Pledge Agreement), certificates (if any)
representing all of the issued and outstanding shares of Capital Stock of such
Subsidiary owned by the Company or by any Subsidiary of the Company, as the case
may be, along with undated stock powers for such certificates, executed in
blank, and take all other actions as may be necessary to give the Administrative
Agent "control" (as defined in Article 8 of the New York Uniform Commercial
Code) of such securities in order to provide the Administrative Agent with a
first priority, perfected security interest in such securities pursuant to the
terms of a Pledge Agreement,

together, in each case, with such opinions, in form and substance and from
counsel satisfactory to the Administrative Agent, as the Administrative Agent
may reasonably require; provided, that notwithstanding the foregoing, neither
the Company nor any Subsidiary of the Company shall be required to deliver in
pledge pursuant to a Pledge Agreement in excess of 65% of the total combined
voting power of all classes of Capital Stock of a Foreign Subsidiary entitled to
vote. If requested by the


                                      -89-
<PAGE>   95
Administrative Agent in connection with the pledge of Capital Stock of a Foreign
Subsidiary, the Company shall enter into such amendments or supplements to a
Pledge Agreement (or enter into a separate pledge agreement) as may be
reasonably requested by the Administrative Agent in order to ensure that the
Administrative Agent shall have a valid and enforceable first priority pledge of
such Capital Stock in compliance with applicable foreign law, including the
right to vote the pledged Capital Stock, receive dividends and other
distributions in respect of such Capital Stock and transfer such pledged Capital
Stock, in each case upon the terms and conditions set forth therein.


                                  ARTICLE VII.

                               NEGATIVE COVENANTS

         So long as the Notes shall remain unpaid, any Bank shall have any
Commitment hereunder, or the Swing Line Bank shall have any Swing Line
Commitment hereunder, any Advance, any Term Loan, any Letter of Credit, or any
Swing Line Loan remains outstanding or any other amount remains outstanding
hereunder, unless the Required Banks otherwise consent in writing, the Company
shall not and shall not permit its Subsidiaries to:

         SECTION 7.1. Investments. Make, or permit any of its Subsidiaries to
make, any loan or advance to any Person or purchase or otherwise acquire, or
permit any such Subsidiary to purchase or otherwise acquire, any capital stock,
assets, obligations or other securities of, make any capital contribution to, or
otherwise invest in, or acquire any interest in, any Person, except, so long as
no Incipient Default or Event of Default exists or would result therefrom: (a)
direct obligations of the United States of America or its agencies with
maturities of three years or less from the date of acquisition; (b) commercial
paper rated at least "A-1" by the Standard & Poor's Ratings Group, a division of
The McGraw-Hill Corporation ("S&P") or "P-1" by Moody's Investors Service, Inc.;
(c) time deposits, certificates of deposit and bankers acceptances with
maturities of one year or less from the date of acquisition which are either
fully insured by the Bank Insurance Fund of the Federal Deposit Insurance
Corporation or are issued by (1) Brown Brothers Harriman & Co. (unless
disapproved by the Administrative Agent) or (2) any commercial bank having
capital and surplus of at least $500 million and whose long-term debt (or that
of its holding company) is rated at least "A minus" by the S&P within the United
States of America (including the off-shore deposit-taking branches or
subsidiaries of such a bank); (d) time deposits, certificates of deposit and
bankers acceptances, with maturities of one year or less from the date of
acquisition, issued by any commercial bank within Canada, Japan, the European
Community, or the country of domicile of the investing Subsidiary (including the
off-shore deposit-taking branches or subsidiaries of such


                                      -90-
<PAGE>   96
institutions), unless the Administrative Agent shall have notified the Company
that a particular bank is not acceptable to it; (e) the Company's and each
Subsidiary's capital investment in their respective Subsidiaries as they exist
on the Signing Date (including the investment of ITI in its Subsidiaries and the
investments by Subsidiaries of ITI in their Subsidiaries as of the Signing
Date), and capital investments as a result of the Merger, (f) subject to
SECTIONS 6.14 and 7.6, additional capital investments in such Subsidiaries, or
any additional Subsidiary the acquisition of which is permitted pursuant to
SECTION 7.5; (g) in the case of ITI Finance Corporation, secured loans and
advances to dealers in accordance with usual and customary practices not to
exceed $40,000,000 in the aggregate outstanding at any time; (h) subject to
SECTIONS 6.14 and 7.6, loans and advances among the Borrowers and their
Subsidiaries; (i) loans made to employees in the ordinary course of business for
proper business purposes (including relocation loans) the aggregate principal
amount of which does not exceed $1,000,000 at any time outstanding; (j) shares
of investment companies, of the type commonly known as "money market" mutual
funds, registered under the Investment Company Act of 1940; and (k) time
deposits described in clause (k) of the definition of Permitted Liens. For
purposes of this Section, demand deposits and pledges or deposits of the type
described in clause (c) of the definition of Permitted Liens are not considered
to be investments.

         SECTION 7.2. Restricted Payments. Declare or pay any dividend,
purchase, redeem, retire or otherwise acquire for value any of its capital stock
now or hereafter outstanding, or make any distribution of assets to its
stockholders as such, whether in cash, assets or in obligations of the Company
or any Subsidiary, or allocate or otherwise set apart any sum for the payment of
any dividend or distribution on, or for the purchase, redemption or retirement
of any shares of its capital stock, or make any other distribution by reduction
of capital or otherwise in respect of any shares of its capital stock, or permit
any of its Subsidiaries to purchase or otherwise acquire for value any stock of
any Credit Party, except that, so long as no Incipient Default or Event of
Default exists or would result therefrom: (a) the Company and any Subsidiary may
declare and deliver dividends and make distributions payable solely in
nonredeemable common stock of the Company or such Subsidiary, respectively; (b)
so long as no Incipient Default or Event of Default exists or would result
therefrom, any Subsidiary of the Company may declare and pay dividends to its
stockholders, provided, that, if such Subsidiary is not wholly owned by the
Company or another Subsidiary, such dividend shall be paid pro rata to all
stockholders of such Subsidiary; and (c) so long as no Incipient Default or
Event of Default exists or would result therefrom, the Company may declare and
pay dividends so long as the aggregate amount of all dividends paid under (b)
and (c) to Persons other than the Company and its Subsidiaries during any fiscal
year does not exceed an amount equal to 50% of the Net Income of the


                                      -91-
<PAGE>   97
Company and its Subsidiaries, on a Consolidated basis, for prior fiscal year as
reflected on the financial statements delivered pursuant to SECTION 6.8(a).

         SECTION 7.3. Sale of Assets. Sell, lease, assign, transfer or otherwise
dispose of (including by merger or consolidation but excluding by the Merger),
or permit any of its Subsidiaries to sell, lease, assign, transfer or otherwise
dispose of (including by merger or consolidation but excluding by the Merger),
any of its now owned or hereafter acquired assets (including, without
limitation, shares of stock and indebtedness of such Subsidiaries, receivables
and leasehold interests), except: (a) the sale of inventory in the ordinary
course of business (including sales between Credit Parties and their
Subsidiaries) and the sale in the ordinary course of business of receivables
giving rise to Supra Indebtedness; (b) so long as no Incipient Default or Event
of Default exists or would result therefrom and the Net Proceeds are applied as
set forth in SECTION 2.6(d), the sale or other disposition of other assets
resulting in Net Proceeds during any fiscal year not exceeding $20,000,000; (c)
so long as no Incipient Default or Event of Default exists or would result
therefrom and the Net Proceeds are applied as set forth in SECTION 2.6(D), the
sale or other disposition of any asset of the Company or any Subsidiary of a the
Company (1) subject to SECTION 7.6, to a Credit Party, or (2) subject to
SECTIONS 6.14 and 7.6, to a Subsidiary of a Credit Party; and (d) so long as (i)
no Incipient Default or Event of Default exists or would result therefrom, (ii)
the Net Proceeds are applied as set forth in SECTION 2.6(d) to the extent
provided therein, and (iii) the Net Proceeds from all such sales in any fiscal
year do not exceed $20,000,000 and the aggregate Net Proceeds from all such
sales during the term of this Agreement do not exceed $50,000,000, the sale or
other disposition of any Subsidiary of the Company provided that prior to any
such transaction generating Net Proceeds in excess of $10,000,000, the Company
must deliver to the Banks a pro forma balance sheet as of the end of the
Company's most recently completed fiscal quarter and a pro forma income
statement for the period of four fiscal quarters then ended, together with
appropriate schedules and calculations, demonstrating that no Incipient Default
or Event of Default would have been caused by or would have resulted from any
such transaction as of the end of the Company's most recently completed fiscal
quarter. The pro forma balance sheet required above shall give effect to the
transaction as if it had occurred on the last day of the Company's most recently
completed fiscal quarter, and the pro forma income statement required above
shall give effect to the transaction as if it had occurred at the beginning of
the period of four fiscal quarters then ended. If any Credit Party shall sell or
otherwise dispose of all or substantially all of its assets or all of the stock
of another Credit Party (in either case to a Person not an Affiliate or
Subsidiary of the Company) in a transaction permitted by this


                                      -92-
<PAGE>   98
Section or otherwise consented to by the Required Banks, the Credit Party that
sells its assets or the Credit Party whose stock is sold shall be released from
all its Obligations hereunder and under the Transaction Documents effective upon
such sale, and each Bank will execute and deliver such instruments and documents
as shall be reasonably required to confirm and effect such release.

         SECTION 7.4. Transactions with Affiliates. Enter into any transaction,
including, without limitation, the purchase, sale or exchange of property or the
rendering of any service, with any Affiliate of the Company, or permit any of
its Subsidiaries to enter into any transaction, including, without limitation,
the purchase, sale or exchange of property or the rendering of any service, with
any Affiliate of the Company except that so long as no Incipient Default or
Event of Default exists or would result therefrom, the following transactions
are permitted: (a) transactions expressly permitted by other provisions of this
Agreement; and (b) transactions in the ordinary course of and pursuant to the
reasonable requirements of such Person's business and upon fair and reasonable
terms no less favorable to such Person than would obtain in a comparable arm's
length transaction with a Person not an Affiliate of the Company.

         SECTION 7.5. Mergers, Acquisitions, Etc. Acquire all or substantially
all of the assets or the business of any Person, whether by purchase of stock or
assets, merger, consolidation or otherwise (or enter into any agreement to do
any of the foregoing), or permit any of its Subsidiaries to do so; except that,
so long as no Incipient Default or Event of Default exists or would result
therefrom:

                  (a) (i) the Merger shall be permitted and (ii) any Credit
Party may merge with one or more other Credit Parties, any Credit Party may
consolidate with one or more other Credit Parties or may merge or consolidate
with one or more Subsidiaries of any Credit Party, and any Subsidiary of a
Credit Party may merge or consolidate with one or more other Subsidiaries of a
Credit Party, if, in any such case, (1) the resulting or surviving corporation
(if not already a Credit Party) becomes a Credit Party in accordance with
SECTION 6.14 if required to do so by that Section, (2) if any of the constituent
corporations to the transaction is a Domestic Subsidiary, the resulting or
surviving corporation is a Domestic Credit Party or Domestic Subsidiary and (3)
any merger or consolidation involving the Company shall result in the Company
being the surviving corporation;

                  (b) any Credit Party may acquire assets from any other Credit
Party or from any Subsidiary of any Credit Party, subject to SECTION 7.6;



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<PAGE>   99
                  (c) any Subsidiary of a Credit Party may acquire assets from
any Credit Party or from any Subsidiary of a Credit Party, subject to SECTION
7.6; and

                  (d) subject to SECTION 6.14, any Credit Party or Subsidiary of
any Credit Party may acquire all or substantially all of the assets or the
business of any Person (other than a Credit Party or a Subsidiary of a Credit
Party) if the aggregate amount expended (including Total Debt assumed or
incurred in connection with the acquisition) by the Credit Parties and their
Subsidiaries in making such acquisitions does not exceed $50,000,000 in any
period of twelve consecutive months beginning on or after the Signing Date;
provided, however that, prior to any acquisition in which the aggregate amount
expended (including Total Debt assumed or incurred in connection with the
acquisition) exceeds $20,000,000, the Company must deliver to the Banks a pro
forma balance sheet as of the end of the Company's fiscal quarter ending prior
to the date on which the acquisition is intended to be made, and a pro forma
income statement for the prior four fiscal quarters then ended, together with
appropriate schedules and calculations, demonstrating that no Incipient Default
or Event of Default would be caused by or would result from any such acquisition
as of the end of the Company's fiscal quarter ending prior to the date on which
the acquisition is intended to be made. The pro forma balance sheet required
above shall give effect to the acquisition as if it had occurred on the last day
of the Company's fiscal quarter ending prior to the date on which the
acquisition is intended to be made and without giving any effect to synergies
resulting from the acquisition, and the pro forma income statement shall give
effect to the acquisition as if it had occurred at the beginning of the period
of four fiscal quarters then ended without giving effect to synergies resulting
from the acquisition. Such balance sheet and income statement shall be
reasonably satisfactory in form and substance to the Administrative Agent,
provided that in the event Administrative Agent determines that such balance
sheet and income statement are not satisfactory, the Administrative Agent shall
set forth its objections to such balance sheet and income statement in a written
notice delivered to the Company within five (5) Business Days after receipt of
such balance sheet. Nothing contained in the foregoing proviso shall be deemed
to or shall permit the Credit Parties to make acquisitions if the aggregate
amount expended (including Total Debt assumed or incurred in connection with the
acquisition) by the Borrowers and their Subsidiaries in making such acquisitions
either individually or in the aggregate exceeds the basket set forth above.

         SECTION 7.6. Transactions with Foreign Borrowers. (a) Notwithstanding
any other provision of this Agreement, no Credit Party will transfer, or permit
any of its Subsidiaries


                                      -94-
<PAGE>   100
to transfer, to any Foreign Credit Party or any Foreign Subsidiaries any of the
capital stock or other equity interest in, or any of the assets of:

                           (1) the Domestic Borrower or any Domestic Subsidiary
of a Domestic Borrower; or

                           (2) any Foreign Subsidiary unless in the case of this
paragraph (2), the transferee and each Person of which it is a Subsidiary all
are wholly-owned Subsidiaries of the Company at the time of the transfer
(including transfers consisting of loans and advances).

This subsection, as it relates to transfers of assets (other than capital stock
and equity interests) does not apply to (A) sales of inventory in the ordinary
course of business, (B) sales of unneeded equipment and the like for fair value,
or (C) transactions permitted under subsection (b).

                  (b) No Credit Party will make, or will permit any of its
Subsidiaries to make, any loan or advance to or investment in any Foreign Credit
Party or Foreign Subsidiary, except that any Credit Party of which such Foreign
Credit Party or Foreign Subsidiary is a wholly-owned Subsidiary may make loans
and advances to and investments in such Subsidiary in an aggregate amount which,
when added to the total outstanding principal under the Revolving Credit
(including the Dollar equivalent of any Revolving Credit Foreign Currency
Tranche determined in accordance with SECTION 2.20) to all Foreign Borrowers,
the Letter of Credit Liability of all Foreign Borrowers, does not exceed at any
one time outstanding $30,000,000 lent, advanced and invested by all Credit
Parties, to such Foreign Credit Parties or Foreign Subsidiaries, exclusive of
the investment existing on the Signing Date.

         SECTION 7.7. Restrictive Agreements. Enter into, incur or permit to
exist any agreement or other arrangement that prohibits, restricts or imposes
any condition upon the ability of the Company or any of its Subsidiaries to
create, incur or permit to exist any Lien upon any of its property or assets;
provided that the foregoing shall not apply to (i) restrictions and conditions
imposed by law or this Agreement, (ii) until the Merger Date, restrictions and
conditions contained in instruments evidencing Indebtedness that will be repaid
on the Initial Funding Date, (iii) usual and 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 such
Subsidiary and such sale is permitted under this Agreement and (iv) restrictions
and conditions relating to secured Indebtedness permitted by this Agreement if
such restrictions and conditions apply only to the property or assets securing
such Indebtedness.




                                      -95-
<PAGE>   101
                                  ARTICLE VIII.

                                EVENTS OF DEFAULT

         SECTION 8.1. Events of Default. Any of the following events shall be an
"Event of Default":

                  (a) the Borrowers shall: (1) fail to pay any installment of
the principal of any Note as and when due and payable; or (2) fail to pay
interest on any Note or any other amount due hereunder as and when due and
payable;

                  (b) any representation or warranty made or deemed made by any
of the Credit Parties in this Agreement or in any other Transaction Document or
which is contained in any certificate, document, opinion, financial or other
statement furnished at any time under or in connection with any Transaction
Document shall prove to have been incorrect in any respect material to the
Company and its Subsidiaries taken as a whole on or as of the date made or
deemed made;

                  (c) any Credit Party shall fail to perform or observe any
term, covenant or agreement contained in Article V, Article VII or SECTION 6.10;

                  (d) any Credit Party shall fail to perform or observe any
term, covenant or agreement in any Transaction Document on its part to be
performed or observed (other than the obligations specifically referred to
elsewhere in this Section), and such failure shall continue for five consecutive
days after notice from the Administrative Agent to the Company in the case of
SECTION 6.7, or, in any other case, 20 consecutive days after the earlier of (1)
notice from the Administrative Agent to the Company, or (2) the time when a
responsible officer of the Company otherwise obtains knowledge of such
circumstance;

                  (e) the Company or any of its Subsidiaries shall fail to
perform or observe any term, covenant or condition on its part to be performed
or observed under any agreement or instrument relating to any Material
Indebtedness when required to be performed or observed (including any obligation
to pay any lease payment, any installment of principal, interest or premium when
due (whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise)), after giving effect to any applicable grace or cure period, if the
effect of such failure is to accelerate, or to permit the acceleration of, after
the giving of notice or passage of time, or both, the maturity of such Material
Indebtedness (unless such failure shall be cured), whether or not such failure
to perform or observe shall be waived by the holder of such Material
Indebtedness (unless the effect of the waiver is to permanently terminate the
right of such holder to accelerate the maturity thereof by reason of such
failure, it being agreed that such a permanent waiver, if obtained after an


                                      -96-
<PAGE>   102
Event of Default as described above in this subsection (e), shall operate to
cure such Event of Default); or any Material Indebtedness shall be declared to
be due and payable, or required to be prepaid (other than by a regularly
scheduled required prepayment), prior to the stated maturity thereof;

                  (f) the Company or any of its Subsidiaries shall: (1)
generally not, or be unable to, or shall admit in writing its inability to, pay
its debts as such debts become due; or (2) make an assignment for the benefit of
creditors, petition or apply to any tribunal for the appointment of a custodian,
receiver or trustee for it or a substantial part of its assets; or (3) commence
any proceeding under any bankruptcy, reorganization, arrangement, readjustment
of debt, dissolution or liquidation law or statute of any jurisdiction, whether
now or hereafter in effect; or (4) have any such petition or application filed
or any such proceeding shall have been commenced, against it, in which an
adjudication or appointment is made or order for relief is entered, or which
petition, application or proceeding remains undismissed for a period of 30 days
or more; or shall be the subject of any proceeding under which its assets may be
subject to seizure, forfeiture or divestiture; or (5) by any act or omission
shall indicate its consent to, approval of or acquiescence in any such petition,
application or proceeding or order for relief or the appointment of a custodian,
receiver or trustee for all or any substantial part of its property; or (6)
shall suffer any such custodianship, receivership or trusteeship to continue
undischarged for a period of 30 days or more;

                  (g) one or more judgments, decrees or orders for the payment
of money in excess of $5,000,000 in any one case or $5,000,000 in the aggregate
(which are capable of being the subject of execution proceedings) shall be
rendered against the Company or any of its Subsidiaries and such judgments,
decrees or orders shall continue unsatisfied and in effect for a period of 30
consecutive days without being vacated, discharged, satisfied, or stayed or
bonded pending appeal;

                  (h) if any of the following events shall occur:

                           (1) any Accumulated Funding Deficiency, whether or
not waived, exists with respect to any Pension Plan;

                           (2) any Borrower or any member of its Controlled
Group fails to pay when due an amount which is payable by it to the PBGC or to a
Defined Benefit Pension Plan under Title IV of ERISA;

                           (3) any Borrower or any member of its Controlled
Group withdraws from any Defined Benefit Pension Plan for which it was a
substantial employer within the meaning of Section 4063(b) of ERISA or from any
Multiemployer Plan;



                                      -97-
<PAGE>   103
                           (4) any proceeding is instituted by a fiduciary of
any Multiemployer Plan against any Borrower or any member of its Controlled
Group to enforce Section 515 of ERISA and such proceeding is not dismissed
within 90 days thereafter;

                           (5) any Prohibited Transaction occurs with respect to
any Plan;

                           (6) any Reportable Event, or any failure of
compliance required by SECTION 6.12, that the Administrative Agent reasonably
determines in good faith creates a reasonable possibility of the termination by
the PBGC of any Defined Benefit Pension Plan maintained by any Borrower or any
member of its Controlled Group, or of the appointment by the appropriate United
States District Court of a trustee to administer any such Plan has occurred and
is continuing 90 days after written notice to such effect is given to the
Borrowers by the Administrative Agent;

                           (7) the plan administrator of any Defined Benefit
Pension Plan maintained by any Borrower or any member of its Controlled Group
files with the PBGC a notice of intention to terminate such Plan in a "distress
termination" (as defined in Section 4041(c) of ERISA);

                           (8) the PBGC institutes proceedings to terminate any
Defined Benefit Pension Plan or to appoint a trustee to administer any such Plan
and such proceedings remain undismissed or unstayed for ten Business Days;

                           (9) any Borrower or any member of its Controlled
Group is in default (as defined in Section 4219(c)(5) of ERISA) with respect to
payments to a Multiemployer Plan resulting from its withdrawal (as defined in
Section 4203 or Section 4205 of ERISA);

                           (10) the imposition of any tax under Section 4980B(a)
of the Code;

                           (11) the assessment by the Secretary of Labor of a
civil penalty under Section 502(c) of ERISA with respect to any Plan;

                           (12) any Borrower or any member of its Controlled
Group fails to comply with the provisions of ERISA and the Code with respect to
any Plan both in form and in operation;

                           (13) the imposition of any tax under Section 4980 of
the Code;

                           (14) any unfunded liabilities exist with respect to
any unfunded and uninsured "employee welfare benefit plans" (as defined in
Section 3(i) of ERISA) of such Borrower; or



                                      -98-
<PAGE>   104
                           (15) any Borrower adopts a Plan or any member of any
Borrower's Controlled Group adopts a Defined Benefit Pension Plan or any
Borrower or any member of its Controlled Group becomes obligated to contribute
to a Multiemployer Plan, other than those listed on Schedule 4;

and, in any such case, (A) the Administrative Agent reasonably determines that
such event, together with all other such events or conditions at the time
existing, would result in an Amount of Unfunded Benefit Liabilities or any tax,
penalty, liability or other financial obligation, which, alone or in the
aggregate, would have a Material Adverse Effect, or (B) such event, together
with all other such events or conditions at the time existing, would result in a
lien under ERISA against the assets of any Credit Party the amount of which lien
would have a Material Adverse Effect;

                  (i) (1) the Berwind Family Members shall cease to directly or
indirectly own, free and clear of all Liens, at least 51% of the voting
securities and 51% of the equity securities of the Company or (2) except
pursuant to the provisions of the Merger Agreement, during any period of two
consecutive calendar years, individuals who at the beginning of such period
constituted the board of directors of the Company together with any new members
of such board of directors whose elections by such board or board of directors
or whose nomination for election by the shareholders of the Company was approved
by a vote of a majority of the members of such board of directors then still in
office who either were directors at the beginning of such period or whose
election or nomination for election was previously so approved cease for any
reason to constitute a majority of the directors of the Company then in office;

                  (j) there shall occur any material adverse change in the
business, assets, liabilities, financial condition or results of operations of
the Company and its Subsidiaries, taken as a whole, which could reasonably be
expected to cause the Credit Parties to fail to comply with any covenant
contained in Article V; or

                  (k) any Lien purported to be created under any Transaction
Document shall cease to be, or shall be asserted by any Credit Party not to be,
a valid and perfected first priority Lien on the collateral purported to be
granted thereunder or the SLC BV Guaranty or the Domestic Subsidiary Guaranty or
any provision thereof shall cease to be in full force and effect as to any
Guarantor, or any Guarantor or any Person acting on behalf of such Guarantor
shall deny or disaffirm such Guarantor's obligations thereunder or any Guarantor
shall default in the due performance or observance of any term, covenant or
agreement on its part to be performed or observed pursuant thereto.




                                      -99-
<PAGE>   105
         SECTION 8.2. Remedies; Application of Collections. (a) If any Event of
Default shall occur and be continuing, the Administrative Agent or the
Syndication Agent, by notice to the Company, may and, at the request of the
Required Banks, shall (1) declare the Commitments, the Term Loan Commitments and
the Swing Line Commitments to be terminated, whereupon the Commitments and the
Term Loan Commitments and the obligations of the Revolving Credit Banks to make
the Advances, the obligations of the Term Loan Banks to make the Term Loans, the
Swing Line Commitment and the obligations of the Swing Line Bank to make Swing
Line Loans, and the obligation of each Issuing Bank to issue Letters of Credit
and the Revolving Credit Banks to participate in any Letters of Credit
thereafter issued shall forthwith terminate, (2) declare the outstanding
principal of the Notes, all interest thereon and all other amounts payable under
this Agreement and the Notes to be forthwith due and payable, whereupon the
Notes, all such interest and all such amounts shall become and be forthwith due
and payable, without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by the Borrowers, and/or (3) require
the Borrowers to pledge cash collateral and deposit in the Letter of Credit Cash
Collateral Account an amount equal to the amount of any Letter of Credit
Liability; provided that, in the case of an Event of Default referred to in
SECTION 8.1(f), the Commitments, the Term Loan Commitments, the Swing Line
Commitments, the obligations of the Revolving Credit Banks to make Advances, the
obligations of the Term Loan Banks to make the Term Loans, the obligations of
the Swing Line Bank to make Swing Line Loans, the obligations of each Issuing
Bank to issue Letters of Credit and the Revolving Credit Banks to participate
therein shall immediately terminate, and the Notes, all interest thereon and all
other amounts payable under this Agreement shall be immediately due and payable,
all without notice, presentment, demand, protest or other formalities of any
kind, all of which are hereby expressly waived by the Borrowers. If any Event of
Default shall occur and be continuing, the Banks shall also have the remedies
provided elsewhere herein and in the other Transaction Documents and applicable
law.

                  (b) The Administrative Agent shall apply funds collected by
the Administrative Agent pursuant to this Agreement, first, to the payment of
costs and expenses incurred by the Agents and the Banks in connection with such
collection, including without limitation legal expenses; second, to the payment
of all fees and all other Obligations other than principal or interest; third,
to the payment of interest; fourth, to the Letter of Credit Cash Collateral
Account in an amount equal to the then existing Letter of Credit Liability;
fifth, pro rata to the payment of principal of the Loans.



                                     -100-
<PAGE>   106

                                   ARTICLE IX.

  THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT AND THE DOCUMENTATION AGENT;
                       RELATIONS AMONG BANKS AND BORROWERS

      SECTION 9.1. Appointment, Powers and Immunities of Agent. Each Bank hereby
irrevocably appoints and authorizes each Agent to act as its agent hereunder and
under any other Transaction Document with such powers as are specifically
delegated to each Agent by the terms of this Agreement and any other Transaction
Document, together with such other powers as are reasonably incidental thereto.
No Agent shall have any duties or responsibilities except those expressly set
forth in this Agreement and any other Transaction Document, and shall by reason
of this Agreement be a trustee or other fiduciary for any Bank. No Agent shall
be responsible to the Banks for any recitals, statements, representations or
warranties made by any Borrower or any officer or official of any Borrower or
any other Person contained in this Agreement or any other Transaction Document,
or in any certificate or other document or instrument referred to or provided
for in, or received by any of them under, this Agreement or any other
Transaction Document, or for the value, legality, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other
Transaction Document or any other document or instrument referred to or provided
for herein or therein, or for any failure by the Borrowers to perform any of
their obligations hereunder or thereunder. Each Agent may employ agents and
attorneys-in-fact and shall not be responsible for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it with reasonable care.
Neither Agent nor any of its respective directors, officers, employees or agents
shall be liable or responsible for any action taken or omitted to be taken by it
or them hereunder or under any other Transaction Document or in connection
herewith or therewith, except for its or their own gross negligence or willful
misconduct. The Borrowers shall pay any fee agreed to by the Borrowers and any
Agent with respect to such Agent's services hereunder. The Documentation Agent
shall have no duties hereunder in such capacity and may, notwithstanding any
provision hereof, resign such capacity at any time upon notice to the Company,
the Syndication Agent and the Administrative Agent.

      SECTION 9.2. Reliance by Agent. Each Agent shall be entitled to rely upon
any certification, notice or other communication (including any thereof by
telephone, telex, telegram or cable) reasonably believed by it to be genuine and
correct and to have been signed or sent by or on behalf of the proper Person or
Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by such Agent. Each Agent may deem and
treat each Bank as the holder of the portion of the Loans made by it for all
purposes hereof unless and until a notice of the assignment or transfer thereof
satisfactory to the Syndication Agent and the Administrative Agent signed by
such Bank shall have been furnished to the Syndication Agent and the


                                     -101-
<PAGE>   107
Administrative Agent but the Administrative Agent shall not be required to deal
with any Person who has acquired a participation in the Loans from a Bank. As to
any matters not expressly provided for by this Agreement or any other
Transaction Document, each Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder in accordance with instructions
signed by the Required Banks, and such instructions of the Required Banks and
any action taken or failure to act pursuant thereto shall be binding on all of
the Banks and any other holder of all or any portion of the Loans.

      SECTION 9.3. Defaults. No Agent shall be deemed to have knowledge of the
occurrence of an Incipient Default or Event of Default (other than, with respect
to the Administrative Agent only, the non-payment of principal of or interest
on, or fees in respect of, the Loans to the extent the same is required to be
paid to the Administrative Agent for the account of the Banks, and other than
any Incipient Default or Event of Default disclosed in a Compliance Certificate)
unless such Agent has received notice from a Bank or a Borrower specifying such
Incipient Default or Event of Default and stating that such notice is a "Notice
of Default." In the event that an Agent receives such a notice of the occurrence
of an Incipient Default or Event of Default, such Agent shall give prompt notice
thereof to the other Agent and the Banks (and shall give each Bank prompt notice
of each such non-payment). Each Agent shall (subject to SECTION 9.8) take such
action or refrain from taking such action with respect to such Incipient Default
or Event of Default which is continuing as shall be directed by the Required
Banks; provided that, subject to SECTION 10.1, unless and until such Agent shall
have received such directions, such Agent may take such action, or refrain from
taking such action, with respect to such Incipient Default or Event of Default
as it shall deem advisable in the best interest of the Banks; and provided
further that no Agent shall be required to take any such action which it
determines to be contrary to law.

      SECTION 9.4. Rights of Each Agent as a Bank. With respect to its
Commitment, its Term Loan Commitment, Swing Line Commitment, if any, and the
Loans made by it, each Agent in its capacity as a Bank hereunder shall have the
same rights and powers hereunder as any other Bank and may exercise the same as
though it were not acting as such Agent, and the term "Bank" or "Banks" shall,
unless the context otherwise indicates, include each Agent in its capacity as a
Bank. Each Agent and its affiliates may (without having to account therefor to
any Bank) accept deposits from, lend money to (on an unsecured basis or on the
security of a Permitted Lien), and generally engage in any kind of banking,
trust or other business with, any Borrower (and any of its Subsidiaries or
Affiliates) as if it were not acting as such Agent, and each Agent may accept
fees and other


                                     -102-
<PAGE>   108
consideration from any Credit Party for services in connection with this
Agreement or otherwise, including without limitation, fees paid to the Agents on
or prior to the Signing Date and fees paid pursuant to SECTIONS 2.16 and 2.17
without having to account for the same to the Banks, subject to the right of the
Banks to receive their shares of the fees payable under SECTIONS 2.12, 2.13,
2.15 (to the extent set forth therein) and 2.18.

      SECTION 9.5. Indemnification of Each Agent. Each Bank agrees to indemnify
each Agent (to the extent not reimbursed under SECTION 10.2 or under the
applicable provisions of any other Transaction Document, but without limiting
the obligations of the Borrowers under SECTION 10.2 or such provisions), ratably
in accordance with its Pro Rata Share for any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against any Agent in any way relating to or arising out
of this Agreement, any other Transaction Document or any other documents
contemplated by or referred to herein or the transactions contemplated hereby or
thereby (including, without limitation, the costs and expenses which the
Borrowers are obligated to pay under SECTION 10.2 or under the applicable
provisions of any other Transaction Document but excluding normal administrative
costs and expenses incident to the performance of its agency duties hereunder)
or the enforcement of any of the terms hereof or thereof or of any such other
documents or instruments; provided that no Bank shall be liable for any of the
foregoing to the extent they arise from the gross negligence or willful
misconduct of such Agent, and provided further that no Bank shall be required to
compensate an Agent for losses it has incurred solely in its capacity as a Bank
hereunder and not as such Agent (such as such Bank's internal valuation of any
Loan).

      SECTION 9.6. Documents. Each Agent will forward to each Bank, promptly
after such Agent's receipt thereof, a copy of each report, notice or other
document required by this Agreement or any other Transaction Document to be
delivered to such Agent by the Borrowers.

      SECTION 9.7. Non-Reliance on Agent and Other Banks. Each Bank agrees that
it has, independently and without reliance on any Agent or any other Bank, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis of each Borrower and its Subsidiaries and decision to enter
into this Agreement and that it will, independently and without reliance upon
any Agent or any other Bank, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under this Agreement or any other
Transaction Document. No Agent shall be required to keep itself informed as to
the performance or observance by the Borrowers of


                                     -103-
<PAGE>   109
this Agreement or any other Transaction Document or any other document referred
to or provided for herein or therein or to inspect the properties or books of
any Borrower or any Subsidiary. Except for notices, reports and other documents
and information expressly required to be furnished to the Banks by such Agent
hereunder, no Agent shall have any duty or responsibility to provide any Bank
with any credit or other information concerning the affairs, financial condition
or business of any Borrower or any Subsidiary (or any of their Affiliates) which
may come into the possession of such Agent or any of its Affiliates. No Agent
shall be required to file this Agreement, any other Transaction Document or any
document or instrument referred to herein or therein, for record or give notice
of this Agreement, any other Transaction Document or any document or instrument
referred to herein or therein, to anyone.

      SECTION 9.8. Failure of Agent to Act. Except for action expressly required
of an Agent hereunder, each Agent shall in all cases be fully justified in
failing or refusing to act hereunder unless it shall have received further
assurances (which may include cash collateral) of the indemnification
obligations of the Banks under SECTION 9.5 in respect of any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action.

      SECTION 9.9. Resignation of Agent. Subject to the appointment and
acceptance of a successor Agent as provided below, each Agent may resign at any
time by giving written notice thereof to the Banks and the Company, provided
that the other Banks shall be promptly notified thereof. Upon any such
resignation, the Required Banks shall have the right to appoint a successor
Agent reasonably acceptable to the Company. If no successor Agent shall have
been so appointed by the Required Banks and shall have accepted such appointment
within 60 days after the retiring Agent's giving of notice of resignation, then
the retiring Agent may, on behalf of the Banks, appoint an interim successor
Agent, which shall be a bank which has an office in Philadelphia, Pennsylvania,
or New York, New York. Any interim successor Agent appointed under the preceding
sentence may be replaced at any time by a successor Agent designated by the
Required Banks and reasonably acceptable to the Company. The Required Banks or
the retiring Agent, as the case may be, shall upon the appointment of a
successor Agent promptly so notify the Borrowers and the other Banks. Upon the
acceptance of any appointment as an Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of such retiring Agent, and such retiring
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Agent's resignation hereunder as an Agent, the provisions of this
Article 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 such Agent.


                                     -104-
<PAGE>   110
      SECTION 9.10. Amendments Concerning Agency Function. No Agent shall be
bound by any waiver, amendment, supplement or modification of this Agreement or
any other Transaction Document which affects its duties hereunder or thereunder
unless it shall have given its prior written consent thereto.

      SECTION 9.11. Liability of Agent. No Agent shall have any liabilities or
responsibilities to the Credit Parties on account of the failure of any Bank to
perform its obligations hereunder or to any Bank on account of the failure of
the Credit Parties to perform their obligations hereunder or under any other
Transaction Document.

      SECTION 9.12. Transfer of Agency Function. Without the consent of any
Credit Party or any Bank, each Agent may at any time or from time to time
transfer its functions as such Agent hereunder to any of its offices wherever
located, provided that such Agent shall promptly notify the Company and the
Banks thereof.

      SECTION 9.13. Several Obligations and Rights of Banks. The failure of any
Bank to make any Loan to be made by it on the date specified therefor shall not
relieve any other Bank of its obligation to make its Loans on such date, but no
Bank shall be responsible for the failure of any other Bank to make a Loan to be
made by such other Bank. The amounts payable at any time hereunder to each Bank
shall be a separate and independent debt.

      SECTION 9.14. Sharing of Payments Among Banks. If a Bank shall obtain
payment of any principal of or interest on the Loans through the exercise of any
right of set-off, banker's lien, counterclaim, or by any other means, it shall
promptly purchase from the other Banks participations in (or, if and to the
extent specified by such Bank, direct interests in) the interests of such Banks
in the Loans, including without limitation, the Letter of Credit Liability and
make such other adjustments from time to time as shall be equitable to the end
that all the Banks shall share the benefit of such payment (net of any expenses
which may be incurred by such Bank in obtaining or preserving such benefit) pro
rata in accordance with the share of each in the Loans, including without
limitation, the Letter of Credit Liability. To such end the Banks shall make
appropriate adjustments among themselves (by the resale of participations sold
or otherwise) if such payment is rescinded or must otherwise be restored. The
Borrowers agree that any Bank so purchasing a participation (or direct interest)
may exercise all rights of set-off, banker's lien, counterclaim or similar
rights with respect to such participation (or direct interest). Nothing
contained herein shall require any Bank to exercise any such right or shall
affect the right of any Bank to exercise, and retain the benefits of exercising,
any such right with respect to any other Indebtedness of the Borrowers to such
Bank.


                                     -105-
<PAGE>   111
                                   ARTICLE X.

                                  MISCELLANEOUS

      SECTION 10.1. Amendments and Waivers. No amendment or waiver of any
provision of this Agreement nor consent to any departure by any Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Required Banks, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given. Notwithstanding the foregoing, no amendment or waiver may be made without
the written consent of all the Banks affected thereby which has the effect of
(a) postponing the maturity of any Loan (including any reimbursement obligation)
or any principal payment due under any Loan or any interest payment due under
any Loan, (b) reducing the interest rates on the Loans, (c) reducing the
Borrowers' obligation to repay the principal of the Loans (including any
reimbursement obligation), (d) reducing the Commitment Fee, Ticking Fee or
Letter of Credit Fee, (e) changing the definition of "Required Banks," (f)
modifying the first three sentences of this SECTION 10.1, (g) modifying SECTION
9.14, (h) releasing any Credit Party from its Obligations, except as provided in
the last sentence of SECTION 7.3, (i) releasing all or substantially all of the
collateral for the Loans, and (j) increasing the amount of the aggregate
Commitments of the Revolving Credit Banks. No Bank's Commitment, Term Loan
Commitment, Letter of Credit Commitment or Swing Line Commitment shall be
increased or decreased without such Bank's written consent, except in connection
with a reduction of the Commitments, Term Loan Commitments or Swing Line
Commitments under SECTION 2.4, pursuant to a Cash Election Reduction Amount, or
an assignment under SECTION 2.26 or SECTION 10.4. No failure on the part of any
Bank to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof or preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

      SECTION 10.2. Expenses. The Borrowers shall (a) reimburse the
Administrative Agent and the Syndication Agent on demand for all reasonable
costs, expenses, and charges (including, without limitation, fees and charges of
external legal counsel for the Administrative Agent and the Syndication Agent)
incurred by the Administrative Agent and the Syndication Agent in connection
with the preparation or performance of this Agreement, the Notes, or any of the
other Transaction Documents, or in connection with any amendment or waiver of
any provision thereof, or consent thereto (whether or not any of the foregoing
become effective), and (b) reimburse each Agent and each Bank on demand for all
reasonable costs, expenses, and charges (including, without limitation, fees and
charges of external legal counsel for such Agent or such Bank) incurred by such
Agent or such Bank in connection with (i)


                                     -106-
<PAGE>   112
any indemnification by the Banks hereunder, (ii) the enforcement of this
Agreement, the Notes, or any other Transaction Document, (iii) the negotiation
of any restructuring or "work-out", whether or not consummated, of any
Obligations and (iv) the occurrence or alleged occurrence of any Incipient
Default or Event of Default.

      SECTION 10.3. Survival; Indemnification. (a) The obligations of the
Borrowers under SECTIONS 2.11, 2.12, 2.13, 2.20, 6.9 and 10.2 shall survive the
repayment of the Loans and the termination of the Commitments, the Term Loan
Commitments and the Swing Line Commitments.

            (b) If after receipt of any payment of all or any part of the
amounts outstanding hereunder or under the Notes, any Bank is for any reason
compelled to surrender such payment to any Person because such payment is
determined to be void or voidable as a preference, an impermissible setoff, or a
diversion of trust funds, or for any other reason, the Transaction Documents
shall continue in full force and the Borrowers shall be liable, and shall
indemnify and hold each Agent and the Banks harmless for, the amount of such
payment surrendered and any fees and expenses incurred in enforcing this
indemnity provision. The provisions of this Section shall be and remain
effective notwithstanding any contrary action which may have been taken by any
Agent or any Bank in reliance upon such payment, and any such contrary action so
taken shall be without prejudice to the Agent's and the Banks' rights under the
Transaction Documents and shall be deemed to have been conditioned upon such
payment having become final and irrevocable. The provisions of this Section
shall survive the termination of this Agreement and the other Transaction
Documents.

            (c) The Borrowers shall indemnify and hold harmless each Agent, the
Banks and their respective Affiliates, Subsidiaries, successors, assigns,
officers, directors, shareholders, employees and agents from any and all
liability, damages, costs, claims, losses, suits, actions, legal or
administrative proceedings, interest, expenses and attorneys' fees (including
any such fees and expenses incurred in enforcing this indemnity provision)
incurred by any of them arising out of or by reason of any investigation or
litigation or other proceedings (including any threatened investigation or
litigation or other proceedings) relating to any actual or proposed use by any
Borrower of the proceeds of the Loans.

            (d) The Borrowers shall indemnify, defend and hold harmless each
Agent and the Banks and their Subsidiaries, Affiliates, successors, assigns,
partners, officers, employees, directors, shareholders, and agents ("Indemnified
Parties"), from and against any and all liability, damages, costs, claims,
losses, suits, actions, legal or administrative proceedings, interest, expenses,
reasonable attorneys' fees (including any such fees and expenses incurred in
enforcing this indemnity


                                     -107-
<PAGE>   113
provision), and reasonable consultants' fees and expert witness fees, resulting
from, arising out of or in any way connected with (1) any liability, Response,
Removal or Remedial Actions or any third party claims relating to the
Environmental Laws or the environmental condition of the Real Property; (2) the
presence of any Hazardous Substance on, about, beneath or arising from any Real
Property, (3) the failure of any Borrower, any Subsidiary, any past or present
occupant, or any future occupant that controls, is controlled by, or is under
common control with any Borrower, of any Real Property (whether owner, tenant,
subtenant or any other occupant) to comply with the Environmental Laws; (4) the
untruth or breach of any of the representations or warranties contained herein
relating to the Environmental Laws; or (5) the imposition or recording of any
Lien against any Real Property in connection with any Hazardous Substances on,
about, beneath or arising from the Real Property or pursuant to any of the
Environmental Laws, provided, however, that the Borrowers shall not be required
to indemnify any Indemnified Party to the extent the liability resulted from or
arose out of the gross negligence or willful or reckless act or omission of that
Indemnified Party. The indemnities contained in this Section shall survive the
discharge of the Transaction Documents, whether through full payment and
performance of the Obligations or otherwise, including without limitation, the
termination of the Commitment.

      SECTION 10.4. Assignment; Participations. This Agreement shall be binding
upon, and shall inure to the benefit of, the Borrowers, each Agent, the Banks
and their respective successors and assigns, except that no Borrower may assign
or transfer its rights or obligations hereunder. Each Bank may assign, or sell
participations in, all or any part of its Commitment, its Swing Line Commitment,
if any, or of its ratable share of the Obligations to another bank or other
entity. Each assignment shall be in the minimum amount of $5,000,000 and the
proposed assignee shall be subject to the prior written approval of the Company
(which approval shall not be unreasonably withheld or delayed) and the Agents
(which approval shall not be unreasonably withheld or delayed) (except that no
such consent shall be required in connection with an assignment or participation
sold by a Bank to another bank controlled by such Bank or its holding company).
In the event of an assignment or participation, (a) in the case of an
assignment, the assignee shall become a signatory hereto, and upon notice
thereof by the Bank to the Borrowers with a copy to the Syndication Agent and
Administrative Agent, and upon payment to the Administrative Agent by the
parties to the assignment a processing and recordation fee of $3,500, the
assignee shall have, to the extent of such assignment (unless otherwise provided
therein), the same rights, benefits and obligations as any other Bank hereunder;
and (b) in the case of a participation, the participant shall have no rights
under the Transaction Documents and all amounts payable by the Borrowers
hereunder and under the other Transaction Documents shall be determined as if
such Bank had not sold such participation. The agreement executed by such Bank
in favor of the participant shall


                                     -108-
<PAGE>   114
not give the participant the right to require such Bank to take or omit to take
any action hereunder except action directly relating to (1) the extension of a
payment date with respect to any portion of the principal of or interest on any
amount outstanding hereunder allocated to such participant, (2) increases in the
amount of such participating bank's Commitment or Term Loan Commitment, or (3)
the reduction of the rate of interest payable on such amount or any amount of
fees payable hereunder to a rate or amount, as the case may be, below that which
the participant is entitled to receive under its agreement with such Bank. The
Banks may furnish any information concerning the Credit Parties in the
possession of the Banks from time to time to assignees and participants
(including prospective assignees and participants); provided that the Banks
shall require any such prospective assignee or such participant (prospective or
otherwise) to agree in writing to maintain the confidentiality of such
information. In addition to the assignments and participations permitted under
this SECTION 10.4, any Bank may assign and pledge all or any portion of its
Loans and Notes to any Federal Reserve Bank as collateral security pursuant to
Regulation A of the Board of Governors of the Federal Reserve System and any
Operating Circular issued by such Federal Reserve Bank without obtaining the
Company's approval. No such sale or assignment shall release the selling or
assigning Bank from its obligations hereunder.

      SECTION 10.5. Certain Determinations. Any determination hereunder
concerning the materiality of an event, circumstance or condition, made by the
Required Banks reasonably and in good faith, shall be conclusive on the
Borrowers, provided that the Borrowers shall not be precluded from contesting
whether the Required Banks acted reasonably and in good faith.

      SECTION 10.6. Notices. Unless the party to be notified otherwise notifies
the other party in writing as provided in this Section, and except as otherwise
provided in this Agreement, notices shall be in writing and shall be given to
each Agent, to the Banks and to the Company on behalf of the Credit Parties by
overnight delivery service, addressed to such party at its address on the
signature page of this Agreement. Notices shall be effective upon receipt.

      SECTION 10.7. Set-off. The Borrowers agree that, in addition to (and
without limitation of) any right of set-off, banker's lien or counterclaim the
Banks may otherwise have, each Bank shall be entitled, at its option, to offset
balances (general or special, time or demand, provisional or final) held by it
for the account of any Borrower at any of such Bank's offices, in Dollars or in
any other currency (the Dollar equivalent of which shall be determined on the
date of such set-off in accordance with SECTION 2.20, against any amount payable
by the Borrowers to the Banks under this Agreement or the Notes which is not
paid when due (regardless of whether such balances


                                     -109-
<PAGE>   115
are then due to the Borrowers). For this purpose, each Bank is authorized to
purchase moneys standing to the credit in such other currencies as may be
necessary to effect such offset. In the event of any offset, a Bank shall
promptly notify the Borrowers and the Administrative Agent thereof; provided
that a Bank's failure to give such notice shall not affect the validity thereof.
Any amount realized upon the exercise of any such right shall be treated as
provided in SECTION 9.14. Payments by the Borrowers hereunder shall be made
without set-off or counterclaim.

      SECTION 10.8. Jurisdiction; Immunities. (a) Each Borrower and each Bank
hereby irrevocably submits to the jurisdiction of any Commonwealth of
Pennsylvania or United States Federal court sitting in Philadelphia over any
action or proceeding arising out of or relating to this Agreement, the Notes or
other Transaction Documents, and each Borrower and each Bank hereby irrevocably
agrees that all claims in respect of such action or proceeding may be heard and
determined in such Commonwealth of Pennsylvania or Federal court. Each Borrower
and each Bank irrevocably consents to the service of any and all process in any
such action or proceeding by the mailing of copies of such process to such
Borrower or such Bank at its address specified on the signature page of this
Agreement. Each Borrower and each Bank agrees that a final judgment in any such
action or proceeding may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Each Borrower and each Bank
further waives any objection to venue in such state and any objection to an
action or proceeding in such state on the basis of forum non conveniens. Each
Borrower further agrees that any action or proceeding brought against any Agent
or the Banks shall be brought only in the Commonwealth of Pennsylvania or United
States Federal court sitting in Philadelphia County. THE BORROWERS, EACH AGENT
AND THE BANKS WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A JURY TRIAL IN CONNECTION
WITH ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THE CREDIT AGREEMENT, ANY
OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.

            (b) Nothing in this Section shall affect the right of each Agent or
the Banks to serve legal process in any other manner permitted by law or affect
the right of each Agent or the Banks to bring any action or proceeding against
any Borrower or its property in the courts of any other jurisdictions.

            (c) To the extent that any Borrower has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether from
service or notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to itself or its property, such Borrower
hereby irrevocably waives such immunity in respect of its obligations under this
Agreement and the other Transaction Documents.


                                     -110-
<PAGE>   116
      SECTION 10.9. Further Assurances. Each Borrower will, upon the
Administrative Agent's request, execute and deliver to the Administrative Agent
such further documents and statements, do and cause to be done, and pay the cost
of such further acts or things as the Administrative Agent, in its sole
discretion, may require to effect the transactions contemplated by this
Agreement or to vest or confirm any right or remedy granted in this Agreement,
including, without limitation, the matters covered by SECTION 6.14.

      SECTION 10.10. Table of Contents; Headings. Any table of contents
and the headings and captions herein are for convenience only and shall not
affect the interpretation or construction of this Agreement.

      SECTION 10.11. Severability. The provisions of this Agreement are intended
to be severable. If for any reason any provision of this Agreement shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without in any manner affecting the validity or
enforceability thereof in any other jurisdiction or the remaining provisions
hereof in any jurisdiction.

      SECTION 10.12. Counterparts. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Agreement by signing any such
counterpart.

      SECTION 10.13. Integration. The Transaction Documents set forth the entire
agreement among the parties hereto relating to the transactions contemplated
thereby and supersede any prior oral or written statements or agreements with
respect to such transactions.

      SECTION 10.14. Governing Law. This Agreement and the other Transaction
Documents shall be governed by, and interpreted and construed in accordance
with, the law of the Commonwealth of Pennsylvania.

      SECTION 10.15. Appointment of the Company as Agent for the Borrowers. Each
Borrower hereby irrevocably appoints and authorizes the Company to act as its
agent hereunder and under any other Transaction Document with such powers as are
specifically delegated to the Company in such capacity as agent for the
Borrowers by the terms of this Agreement and any other Transaction Document,
including, without limitation, the power to receive notice on behalf of all of
the Borrowers, together with such other powers as are reasonably incidental
thereto.

      SECTION 10.16. Borrowers' Obligations. (a) All obligations of the
Borrowers hereunder and under the other Transaction


                                     -111-
<PAGE>   117
Documents are joint and several, except as set forth in SECTION 2.27 hereof.

            (b) The Borrowers are interdependent for their operational and
financial needs, and they and the Banks intend that each Borrower be jointly and
severally liable for each monetary obligation, warranty and covenant obligation
arising under this Agreement, except as set forth in SECTION 2.27 hereof. The
delivery of funds to any Borrower under this Agreement shall constitute valuable
consideration and reasonably equivalent value to all Borrowers for the purpose
of binding them and their assets on a joint and several basis for the
obligations hereunder, except as set forth in SECTION 2.27 hereof. The
Administrative Agent and the Syndication Agent may enforce this Agreement
against any Borrower without first making demand upon or instituting collection
proceedings against any other Borrower.

            (c) Subject to SECTION 2.27 hereof, the unconditional liability of
each Borrower for the entire Obligations shall not be impaired by any event
whatsoever, including, but not limited to, the merger, consolidation,
dissolution, cessation of business or liquidation of any Credit Party; the
financial decline or bankruptcy of any Credit Party; the failure of any other
party to guarantee the Obligations or to provide collateral therefor; the Banks'
compromise or settlement with or without release of any Credit Party; the
Agent's release of any collateral for the Obligations, with or without notice to
the Credit Parties; the Agent's or Banks' failure to file suit against any
Credit Party (regardless of whether such Credit Party is becoming insolvent, is
believed to be about to leave the state or jurisdiction or any other
circumstance); an Agent's or Banks' failure to give any Credit Party notice of
default; the unenforceability of the obligations against any Credit Party due to
bankruptcy discharge, counterclaim or for any other reason; an Agent's or Banks'
acceleration of the Obligations at any time; the extension, modification or
renewal of the Obligations or any Transaction Document; an Agent's or Banks'
failure to undertake or exercise diligence in collection efforts against any
party or property; the termination of any relationship of any Credit Party with
any other Credit Party, including, but not limited to, any relationship of
commerce or ownership; any Credit Party's change of name or use of any name
other than the name used to identify such Borrower in this Agreement; or any
Borrower's use of the credit extended for any purpose whatsoever.

            (d) The Borrowers' respective rights of contribution, reimbursement,
subrogation and any other rights among themselves are not impaired by this
Agreement, except that each Borrower agrees not to seek payment directly or
indirectly from another Borrower through a claim of indemnity, contribution, or
otherwise with respect to the Obligations, until the Obligations have been
repaid in full and the Commitments, the Term Loan Commitments and the Swing Line
Commitments have terminated.


                                     -112-
<PAGE>   118
            (e) In any action or proceeding involving any state corporate law or
any state or Federal bankruptcy, insolvency, reorganization or other law
affecting the rights of creditors generally, if the obligations hereunder of any
Borrower (excluding the Company and its successors and assigns) would otherwise
be held or be determined to be void, invalid or unenforceable on account of the
amount of the Obligations, then, notwithstanding any other provision hereof to
the contrary, the amount of such liability shall, without any further action by
such Borrower, any Bank, Agent or any other Person, be automatically limited and
reduced to the highest amount which is valid and enforceable and not
subordinated to the claims of other creditors determined in such action or
proceeding.


                                     -113-
<PAGE>   119
      IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.



SLC TECHNOLOGIES, INC.,                  Address and Fax No. for all of the
individually as a Borrower and           Borrowers:
as agent for the Borrowers               John Logan, Vice President-Finance and
                                         Chief Financial Officer
                                         SLC Technologies, Inc.
By /s/ John Logan                        1510 Tate Boulevard, S.E.
   ---------------------------
Name John Logan                          Hickory, North Carolina 28603
     -------------------------
Title CFO                                Fax:  (828) 322-4109
     -------------------------
<PAGE>   120
                                         Address and Fax No. for each Bank




PNC BANK, NATIONAL ASSOCIATION,
individually, as an Issuing
Bank and as Administrative Agent

                                         1000 Westlakes Drive
By /s/ Amy T. Petersen                   Suite 200
   ---------------------------           Berwyn, Pennsylvania 19312
Name Amy T. Petersen                     Fax:  610 725-5799
     -------------------------
Title Vice President
      ------------------------           with a copy to:

                                         One PNC Plaza
                                         22nd Floor
                                         249 Fifth Avenue
                                         Pittsburgh, Pennsylvania 15222
                                         Attn: PNC Agency Services
                                         Fax:  412 762-8672
<PAGE>   121
THE BANK OF NOVA SCOTIA,
individually, as an Issuing
Bank and as
Syndication Agent
                                         Corporate Banking
                                         One Liberty Plaza
By /s/ J. Alan Edwards                   New York, New York 10006
   ---------------------------           Fax:  212-225-5090
Name J. Alan Edwards                     Attn:  Philip Adsetts
     -------------------------
Title Authorized Signatory
      ------------------------
<PAGE>   122
FIRST UNION NATIONAL BANK,
individually and as
Documentation Agent

                                         PA 5414
By /s/ Charles H. Dietrich               2240 Butler Pike
   ---------------------------           Plymouth Meeting, PA 19462
Name Charles H. Dietrich                 Attn:  Marianne B. Moorer, VP
     -------------------------           Fax:  610 941-3129
Title SVP
      ------------------------
<PAGE>   123
THE CHASE MANHATTAN  BANK


By /s/ Wing Lee-Ong                      One Riverpoint Plaza, 2nd Floor
   ---------------------------           Newark, NY 07102
Name Wing Lee-Ong                        Attn: Wing Lee-Ong
     -------------------------           Fax: 973 353-6158
Title VP
     -------------------------
<PAGE>   124
NATIONAL CITY BANK OF PENNSYLVANIA


By /s/ Richard D. Barnes                 20 Stanwix Street, Locator 25-192
   ---------------------------           Pittsburgh, PA 15222-4802
Name Richard D. Barnes                   Attn: Richard D. Barnes, VP
     -------------------------           Fax: 412 644-6224
Title Vice President
      ------------------------
<PAGE>   125
SUN TRUST BANK, Atlanta


By /s/ W. David Wisdom                   711 Fifth Avenue, 16th Floor
   ---------------------------           New York, NY 10022
Name W. David Widsom                     Attn: Maria C. Mamilovich, Director
     -------------------------           Fax:  212 371-9386
Title Vice President
      ------------------------
<PAGE>   126
THE BANK OF NEW YORK


By /s/ Walter C. Parelli
  ----------------------------           ---------------------
Name Walter C. Parelli
     -------------------------           ---------------------
Title Vice President
      ------------------------           ---------------------
                                         Fax:
<PAGE>   127
BANK OF AMERICA, N.A.


By /s/ John W. Pocalyko                  335 Madison Avenue
   ---------------------------           5th Floor
Name John W. Pocalyko                    New York, NY 10017
     -------------------------           Attn: John Pocalyko, MD
Title Managing Director                  Fax:  212 503-7066
      ------------------------
<PAGE>   128
SUMMIT BANK


By /s/ Peter J. Cahill                   301 Carnegie Center, 3rd Floor
   ---------------------------           Princeton, N.J. 08543
Name Peter J. Cahill                     Attn: Peter J. Cahill
     -------------------------           Fax:  609 987-3571
Title Managing Director
      ------------------------
<PAGE>   129
COMERICA BANK


By /s/ Dan M. Roman                      U.S. Banking East
   ---------------------------           500 Woodward Avenue, 9th Floor MC 380
Name Dan M. Roman                        Detroit, MI 48275-3280
     -------------------------           Attn: Dan M. Roman, VP
Title Vice President                     Fax:  313 222-3330
      ------------------------
<PAGE>   130
NORWEST BANK MINNESOTA, N.A.


By /s/ Thomas Goblirsch                  55 East Fifth Street
   ---------------------------           MAC #N9101-040
Name Thomas Goblirsch                    St Paul, MN 55101
     -------------------------           Fax:  651 205-8538
Title Vice President
      ------------------------
<PAGE>   131
DEN DANSKE BANK AKTIESELSKAB

By /s/ Daniel F. Lenzo
   ---------------------------           280 Park Avenue
Name Daniel F. Lenzo                     4th Floor East Building
     -------------------------           New York, New York 10017
Title Vice President                     Fax: 212 599-2493
      ------------------------           Attn: Dan Lenzo, VP
By /s/ John A. O'Neill
   ---------------------------
Name John A. O'Neill
     -------------------------
Title Vice President
      ------------------------

<PAGE>   132
ERSTE BANK DER
OESTERREICHISCHEN
SPARKASSEN
AG-NEW YORK

By /s/ Rima Terradista                   280 Park Avenue, 32nd Floor
   ---------------------------           West Building
Name Rima Terradista                     New York, NY 10017
     -------------------------           Attn: Rima Terradista
Title Vice President                     Fax:  212 984-5627
      ------------------------
<PAGE>   133
                                   EXHIBIT 2.1

                                    THE LOANS


<TABLE>
<CAPTION>
Bank                                                Commitment                Pro Rata
----                                                ----------                --------
                                                                                Share
                                                                                -----
The Revolving Credit*
------------------------------------------------------------------------------------------
<S>                                                <C>                         <C>
PNC Bank, National Association                     $ 25,961,538.46             %0.11538462
------------------------------------------------------------------------------------------
The Bank of Nova Scotia                            $ 25,961,538.46             %0.11538462
------------------------------------------------------------------------------------------
First Union National Bank                          $ 24,230,769.23             %0.10769231
------------------------------------------------------------------------------------------
The Chase Manhattan Bank                           $ 17,307,692.31             %0.07692308
------------------------------------------------------------------------------------------
National City Bank of Pennsylvania                 $ 17,307,692.31             %0.07692308
------------------------------------------------------------------------------------------
Sun Trust Bank, Atlanta                            $ 17,307,692.31             %0.07692308
------------------------------------------------------------------------------------------
The Bank of New York                               $ 17,307,692.31             %0.07692308
------------------------------------------------------------------------------------------
Bank of America, N.A                               $ 17,307,692.31             %0.07692308
------------------------------------------------------------------------------------------
Summit Bank                                        $ 17,307,692.31             %0.07692308
------------------------------------------------------------------------------------------
Comerica Bank                                      $ 17,307,692.31             %0.07692308
------------------------------------------------------------------------------------------
Norwest Bank Minnesota, N.A                        $ 10,384,615.38             %0.04615385
------------------------------------------------------------------------------------------
Den Danske Bank Aktieselskab                       $ 10,384,615.38             %0.04615385
------------------------------------------------------------------------------------------
Erste Bank der oesterreichischen Sparkassen        $  6,923,076.92             %0.03076923
AG-New York
------------------------------------------------------------------------------------------

                                                   $   225,000,000                     100%
------------------------------------------------------------------------------------------
</TABLE>

*     Subject to reduction by the Cash Election Reduction Amount




Term Loan Commitment*

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
<S>                                                <C>                          <C>
PNC Bank, National Association                     $11,538,461.54              %0.11538462
-------------------------------------------------------------------------------------------
The Bank of Nova Scotia                            $11,538,461.54              %0.11538462
-------------------------------------------------------------------------------------------
First Union National Bank                          $10,769,230.77              %0.10769231
-------------------------------------------------------------------------------------------
The Chase Manhattan Bank                           $ 7,692,307.69              %0.07692308
-------------------------------------------------------------------------------------------
National City Bank of Pennsylvania                 $ 7,692,307.69              %0.07692308
-------------------------------------------------------------------------------------------
Sun Trust Bank, Atlanta                            $ 7,692,307.69              %0.07692308
-------------------------------------------------------------------------------------------
The Bank of New York                               $ 7,692,307.69              %0.07692308
-------------------------------------------------------------------------------------------
Bank of America, N.A.                              $ 7,692,307.69              %0.07692308
-------------------------------------------------------------------------------------------
Summit Bank                                        $ 7,692,307.69              %0.07692308
-------------------------------------------------------------------------------------------
Comerica Bank                                      $ 7,692,307.69              %0.07692308
-------------------------------------------------------------------------------------------
Norwest Bank Minnesota, N.A.                       $ 4,615,384.62              %0.04615385
-------------------------------------------------------------------------------------------
Den Danske Bank Aktieselskab                       $ 4,615,384.62              %0.04615385
-------------------------------------------------------------------------------------------
Erste Bank der oesterreichischen                   $ 3,076,923.08              %0.03076923
Sparkassen AG-New York
-------------------------------------------------------------------------------------------

                                                   $  100,000,000                      100%
-------------------------------------------------------------------------------------------
</TABLE>

*     Subject to reduction by the Cash Election Reduction Amount


<PAGE>   134


The Swing Line


PNC Bank, National Association                    $ 10,000,000           100%
                                                  ============           ====
                                                  $ 10,000,000           100%
<PAGE>   135
                                   EXHIBIT 2.3

                        FOREIGN CURRENCY LENDING OFFICES



First Union National Bank London
Branch
1 Bishops Gate
London, England EC2N 3AB
Phone No.:  011 44 171 621-1477
Fax No.:  011 44 171 929-0064