<PAGE>   1
                                                                Exhibit  10.30.3

================================================================================

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                  by and among


                                 UTI CORPORATION
           (successor by merger to Medical Device Manufacturing, Inc.)
                                  as Borrower,


                             BANK OF AMERICA, N.A.,
                     as Administrative Agent and as Lender,

                              FLEET NATIONAL BANK,
                       as Syndication Agent and as Lender,

           DRESDNER BANK AG, NEW YORK BRANCH AND GRAND CAYMAN BRANCH,
                      as Documentation Agent and as Lender

                                       and

                THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME



                              _______________, 2001



                         BANC OF AMERICA SECURITIES LLC,

                        as Lead Arranger and Book Manager

================================================================================
<PAGE>   2
                                TABLE OF CONTENTS


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

                             Definitions and Terms

1.1      Definitions....................................................................    2
1.2      Rules of Interpretation........................................................   34
1.3      Accounting for Acquisitions....................................................   35
1.4      Accounting for Derivatives.....................................................   36

                                   ARTICLE II

                             The Credit Facilities

2.1      Term Loan......................................................................   37
2.2      Revolving Loans................................................................   39
2.3      Use of Proceeds................................................................   42
2.4      Notes..........................................................................   43
2.5      Swing Line.....................................................................   43

                                  ARTICLE III

                               Letters of Credit

3.1      Letters of Credit..............................................................   45
3.2      Reimbursement and Participations...............................................   45

                                   ARTICLE IV

               Eurodollar Funding, Fees, and Payment Conventions

4.1      Interest Rate Options..........................................................   49
4.2      Conversions and Elections of Subsequent Interest Periods.......................   49
4.3      Payment of Interest............................................................   50
4.4      Prepayments of Eurodollar Rate Loans...........................................   50
4.5      Manner of Payment..............................................................   51
4.6      Fees...........................................................................   51
4.7      Pro Rata Payments..............................................................   52
4.8      Computation of Rates and Fees..................................................   52
4.9      Deficiency Advances; Failure to Purchase Participations........................   52
4.10     Intraday Funding...............................................................   53
</TABLE>


                                        i
<PAGE>   3
<TABLE>
<S>                                                                                       <C>
                                   ARTICLE V

                                    Security

5.1      Security.......................................................................   55
5.2      Further Assurances.............................................................   55
5.3      Mortgages......................................................................   56
5.4      Information Regarding Collateral...............................................   56
5.3      Mortgages......................................................................   57

                                   ARTICLE VI

                            Change in Circumstances

6.1      Increased Cost and Reduced Return..............................................   58
6.2      Limitation on Types of Loans...................................................   59
6.3      Illegality.....................................................................   60
6.4      Treatment of Affected Loans....................................................   60
6.5      Compensation...................................................................   61
6.6      Taxes..........................................................................   61

                                  ARTICLE VII

            Conditions to Making Loans and Issuing Letters of Credit

7.1      Conditions of Term Loan and Initial Advance....................................   64
7.2      Conditions of Revolving Loans and Letter of Credit.............................   67

                                  ARTICLE VIII

                         Representations and Warranties

8.1      Organization and Authority.....................................................   69
8.2      Loan Documents.................................................................   69
8.3      Solvency.......................................................................   70
8.4      Subsidiaries and Stockholders..................................................   70
8.5      Ownership Interests............................................................   70
8.6      Financial Condition............................................................   70
8.7      Title to Properties............................................................   71
8.8      Taxes..........................................................................   71
8.9      Other Agreements...............................................................   72
8.10     Litigation.....................................................................   72
8.11     Margin Stock...................................................................   72
8.12     Regulated Company..............................................................   72
8.13     Patents, Etc...................................................................   72
8.14     No Untrue Statement............................................................   72
8.15     No Consents, Etc...............................................................   73
</TABLE>


                                       ii
<PAGE>   4
<TABLE>
<S>                                                                                       <C>
8.16     Employee Benefit Plans.........................................................   73
8.17     No Default.....................................................................   74
8.18     Environmental Laws.............................................................   74
8.19     Employment Matters.............................................................   75
8.20     RICO...........................................................................   75
8.22     Related Transactions...........................................................   75

                                   ARTICLE IX

                             Affirmative Covenants

9.1      Financial Reports, Etc.........................................................   76
9.2      Maintain Properties............................................................   77
9.3      Existence, Qualification, Etc..................................................   78
9.4      Regulations and Taxes..........................................................   78
9.5      Insurance......................................................................   78
9.6      True Books.....................................................................   78
9.7      Right of Inspection............................................................   78
9.8      Observe all Laws...............................................................   79
9.9      Governmental Licenses..........................................................   79
9.10     Covenants Extending to Other Persons...........................................   79
9.11     Officer's Knowledge of Default.................................................   79
9.12     Suits or Other Proceedings.....................................................   79
9.13     Notice of Environmental Complaint or Condition.................................   79
9.14     Environmental Compliance.......................................................   80
9.15     Indemnification................................................................   80
9.16     Further Assurances.............................................................   80
9.17     Employee Benefit Plans.........................................................   80
9.18     Continued Operations...........................................................   81
9.19     New Subsidiaries...............................................................   81
9.20     Swap Agreements................................................................   84
9.21     Use of Proceeds, Regulatory Compliance.........................................   84


                                   ARTICLE X

                               Negative Covenants

10.1     Financial Covenants............................................................   86
10.2     Acquisitions...................................................................   86
10.3     Capital Expenditures...........................................................   87
10.4     Liens..........................................................................   87
10.5     Indebtedness...................................................................   88
10.6     Transfer of Assets.............................................................   89
10.7     Investments....................................................................   90
10.8     Merger or Consolidation........................................................   90
10.9     Restricted Payments............................................................   90
</TABLE>


                                      iii
<PAGE>   5
<TABLE>
<S>                                                                                       <C>
10.10    Transactions with Affiliates...................................................   91
10.11    Compliance with ERISA, the Code and Foreign Benefit Laws.......................   91
10.12    Fiscal Year....................................................................   92
10.13    Dissolution, etc...............................................................   92
10.14    Limitations on Sales and Leasebacks............................................   92
10.15    Change in Control..............................................................   92
10.16    Rate Hedging Obligations.......................................................   92
10.17    Negative Pledge Clauses........................................................   92
10.18    Change in Accountants..........................................................   93
10.19    Prepayments, Etc. of Indebtedness..............................................   93
10.20    Partnerships...................................................................   93
10.21    Amendment to Organizational Documents..........................................   93
10.22    Use of Proceeds................................................................   93
10.23    Limitations on Upstreaming.....................................................   93

                                   ARTICLE XI

                       Events of Default and Acceleration

11.1     Events of Default..............................................................   94
11.2     Agent to Act...................................................................   97
11.3     Cumulative Rights..............................................................   97
11.4     No Waiver......................................................................   97
11.5     Allocation of Proceeds.........................................................   97

                                  ARTICLE XII

                                   The Agent

12.1     Appointment, Powers, and Immunities............................................   99
12.2     Reliance by Agent..............................................................   99
12.3     Defaults.......................................................................  100
12.4     Rights as Lender...............................................................  100
12.5     Indemnification................................................................  100
12.6     Non-Reliance on Agent and Other Lenders........................................  101
12.7     Resignation of Agent...........................................................  101

                                  ARTICLE XIII

                                 Miscellaneous

13.1     Assignments and Participations.................................................  102
13.2     Notices........................................................................  104
13.3     Right of Set-off; Adjustments..................................................  105
13.4     Survival.......................................................................  106
13.5     Expenses.......................................................................  106
13.6      Amendments and Waivers........................................................  107
13.7     Counterparts; Facsimile Signatures.............................................  107
</TABLE>


                                       iv
<PAGE>   6
<TABLE>
<S>                                                                                       <C>
13.8     Termination....................................................................  107
13.9     Indemnification; Limitation of Liability.......................................  108
13.10    Severability...................................................................  109
13.11    Entire Agreement...............................................................  109
13.12    Agreement Controls.............................................................  109
13.13    Usury Savings Clause...........................................................  109
13.14    Payments.......................................................................  110
13.15    Governing Law; Waiver of Jury Trial............................................  110
13.16    Judgment Currency..............................................................  111
</TABLE>

<TABLE>
<S>                       <C>
EXHIBIT A.................................................  Applicable Commitment Percentages
EXHIBIT B.................................................  Form of Assignment and Acceptance
EXHIBIT C................  Notice of Appointment (or Revocation) of Authorized Representative
EXHIBIT D-1........................................................  Form of Borrowing Notice
EXHIBIT D-2......................................  Form of Borrowing Notice--Swing Line Loans
EXHIBIT E............................................  Form of Interest Rate Selection Notice
EXHIBIT F-1..........................................................  Form of Revolving Note
EXHIBIT F-2...............................................................  Form of Term Note
EXHIBIT F-3...............................................................  Form of Term Note
EXHIBIT F-4.........................................................  Form of Swing Line Note
EXHIBIT G.............................................  Form of Opinion of Borrower's Counsel
EXHIBIT H............................................................  Compliance Certificate
EXHIBIT I................................................  Form of Borrowing Base Certificate
EXHIBIT J.........................................................  Form of Facility Guaranty
EXHIBIT K........................................................  Form of Security Agreement
EXHIBIT L..........................................................  Form of Pledge Agreement
EXHIBIT M.........................  Form of Certificate Re: Acquisition Adjustments to EBITDA


Schedule 1.1.............................................  UTI Pro Forma Financial Statements
Schedule 1.2.............................................  ATM Pro Forma Financial Statements
Schedule 1.3................................................................  IPO Adjustments
Schedule 1.4...............................................................  One Time Charges
Schedule 1.5............  Inventory Locations Which are Owned or Subject to a Landlord Waiver
Schedule 5.3..................................................................  Real Property
Schedule 8.4..................................  Subsidiaries and Investments in Other Persons
Schedule 8.6...................................................................  Indebtedness
Schedule 8.7..........................................................................  Liens
Schedule 8.8....................................................................  Tax Matters
Schedule 8.10....................................................................  Litigation
Schedule 9.5......................................................................  Insurance
</TABLE>


                                       v
<PAGE>   7
                      AMENDED AND RESTATED CREDIT AGREEMENT


         THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
___________________, 2001 (the "Agreement"), is made by and among UTI
CORPORATION, a Maryland corporation, as successor by merger to Medical Device
Manufacturing, Inc. (the "Borrower"), BANK OF AMERICA, N.A., a national banking
association organized and existing under the laws of the United States, in its
capacity as a Lender ("Bank of America"), and each other financial institution
executing and delivering a signature page hereto and each other financial
institution which may hereafter execute and deliver an instrument of assignment
with respect to this Agreement pursuant to Section 13.1 (hereinafter such
financial institutions may be referred to individually as a "Lender" or
collectively as the "Lenders") and BANK OF AMERICA, N.A., a national banking
association organized and existing under the laws of the United States, in its
capacity as administrative agent for the Lenders (in such capacity, and together
with any successor agent appointed in accordance with the terms of Section 12.7,
the "Agent"), FLEET NATIONAL BANK, as Syndication Agent (in such capacity,
"Fleet"), and DRESDNER BANK AG, NEW YORK BRANCH AND GRAND CAYMAN BRANCH, as
Documentation Agent (in such capacity, "Dresdner");

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Agent and the Lenders are party to that
certain Credit Agreement dated as of May 31, 2000, as amended (the "Existing
Credit Agreement");

         WHEREAS, the Borrower has requested that the Agent and the Lenders
amend and restate the Existing Credit Agreement to make available to the
Borrower (a) a Term Loan A Facility in the principal amount of $35,000,000 and a
Term Loan B Facility in the principal amount of $30,000,000, the proceeds of
which are to be used (i) to refinance the outstanding principal amount of
existing funded indebtedness of the Borrower and its Subsidiaries; (ii) to pay
transaction expenses, and (b) a revolving credit facility of up to $35,000,000,
the proceeds of which are to be used for working capital, Permitted Acquisitions
and other general corporate purposes and which shall include a letter of credit
facility of up to $5,000,000 for the issuance of standby and commercial letters
of credit and a swing line facility of up to $5,000,000; and

         WHEREAS, the Lenders and the Agent are willing to so amend and restate
the Existing Credit Agreement and to continue to make the term loans, revolving
credit and letter of credit facilities available to the Borrower upon the terms
and conditions set forth herein;

         NOW, THEREFORE, the Borrower, the Lenders and the Agent hereby agree as
follows:
<PAGE>   8
                                    ARTICLE I

                              Definitions and Terms

         1.1 Assignment; Amendment and Restatement.

         (a) The Borrower, the Agent and the Lenders hereby agree that upon the
effectiveness of this Agreement, the terms and provisions of the Existing Credit
Agreement shall be and hereby are amended and restated in their entirety by the
terms and conditions of this Agreement and the terms and provisions of the
Existing Credit Agreement, except as otherwise provided in the next paragraph,
shall be superseded by this Agreement.

         Notwithstanding the amendment and restatement of the Existing Credit
Agreement by this Agreement, the Borrower shall continue to be liable to the
Agent and the Lenders with respect to agreements on the part of the Borrower
under the Existing Credit Agreement to indemnify and hold harmless the Agent and
the Lenders from and against all claims, demands, liabilities, damages, losses,
costs, charges and expenses to which the Agent and the Lenders may be subject
arising in connection with the Existing Credit Agreement and as to which the
Borrower has agreed under the Existing Credit Agreement to indemnify and hold
harmless the Agent and the Lenders. This Agreement is given as a substitution
of, and not as a payment of, the obligations of the Borrower under the Existing
Credit Agreement and is not intended to constitute a novation of the Existing
Credit Agreement. On the Closing Date a portion of the indebtedness evidenced by
the notes issued under the Existing Credit Agreement shall be assigned by and
allocated among the Lenders in order that after giving effect thereto Lenders
shall have the Revolving Credit Commitment, Term Loan A Commitment or Term Loan
B Commitment, as the case be, described on Exhibit A. Except as otherwise
selected by the Borrower by delivery of a Borrowing Notice or Interest Rate
Selection Notice prior to the Closing Date in accordance with the terms hereof,
upon the effectiveness of this Agreement all amounts outstanding and owing by
Borrower under the Existing Credit Agreement as of the Closing Date, shall
constitute Advances hereunder accruing interest with respect to the Base Rate
Loans under the Existing Credit Agreement, at the Base Rate hereunder.

         By execution or acknowledgment of this Agreement all parties hereto
agree that (i) each of the Security Instruments and other Loan Documents is
hereby amended such that all references to the Existing Credit Agreement and the
Loans thereunder shall be deemed to refer to this Agreement and the continuation
of the Loans hereunder, (ii) the Facility Guaranty is reaffirmed and (iii) all
security interests and liens granted under the Security Instruments shall
continue and secure the Obligations hereunder and the obligations of the
Guarantors under the Facility Guaranty.

         1.2 Definitions. For the purposes of this Agreement, in addition to the
definitions set forth above, the following terms shall have the respective
meanings set forth below:

                  "Account" means any account receivable, including any rights
         of payment for goods sold or leased or for services rendered, which is
         not evidenced by an instrument (as defined in the UCC) or chattel
         paper, whether or not it has been earned by performance,


                                       2
<PAGE>   9
         and in addition includes all property included in the definition of
         "accounts" as used in the UCC, together with any guaranties, letters of
         credit and other security therefor.

                  "Account Debtor" means a Person who is obligated under any
         Account, General Intangible, chattel paper or instrument.

                  "Acquisition" means the acquisition, of (i) a controlling
         equity interest in another Person (including the purchase of an option,
         warrant or convertible or similar type security to acquire such a
         controlling interest at the time it becomes exercisable by the holder
         thereof), whether by purchase of such equity interest or upon exercise
         of an option or warrant for, or conversion of securities into, such
         equity interest, or (ii) assets of another Person that constitute all
         or substantially all of the assets of such Person or of a line or lines
         of business conducted by such Person, but shall not include investment
         in any joint venture pursuant to which the acquiror shall hold fifty
         percent (50%) or less of the equity interests of such joint venture.

                  "Acquisition Adjustments" means the adjustments to certain
         financial terms and computations more particularly described in Section
         1.4.

                  "Adjusted Consolidated EBITDA" means Consolidated EBITDA
         calculated for the twelve-month period or Four-Quarter Period, as
         applicable, ending on or most recently prior to the date of calculation
         thereof adjusted to give pro forma effect to the UTI Acquisition and
         the ATM Acquisition, such adjustments to be satisfactory to the Agent,
         based upon (a) with respect to the UTI Acquisition, the pro forma
         financial statements for each of the four fiscal quarters ended
         September 30, 1999, December 31, 1999, March 31, 2000 and June 30,
         2000, as set forth on Schedule 1.1 and (b) with respect to the ATM
         Acquisition, the pro forma financial statements for each of the four
         fiscal quarters ended [December 31, 1999, March 31, 2000, June 30,
         20000 and September 30, 2000], as set forth on Schedule 1.2.

                  "Advance" means any of (i) the borrowing under the Term Loan
         Facilities or (ii) a borrowing under the Revolving Credit Facility
         consisting of a Base Rate Loan or a Eurodollar Rate Loan.

                  "Affiliate" means any Person (i) which directly or indirectly
         through one or more intermediaries controls, or is controlled by, or is
         under common control with the Borrower; or (ii) which beneficially owns
         or holds 10% or more of any class of the outstanding voting stock (or
         in the case of a Person which is not a corporation, 10% or more of the
         equity interest) of the Borrower; or 10% or more of any class of the
         outstanding voting stock (or in the case of a Person which is not a
         corporation, 10% or more of the equity interest) of which is
         beneficially owned or held by the Borrower; provided, however, at the
         time the Borrower registers any security issued by it pursuant to the
         Securities Act of 1933, as amended, the figure "10%" used in this
         definition shall automatically change to "5%" without further action.
         The term "control" means the possession, directly or indirectly, of the
         power to direct or cause the direction of the


                                       3
<PAGE>   10
         management and policies of a Person, whether through ownership of
         voting stock, by contract or otherwise.

                  "Applicable Commitment Fee" means that percent per annum based
         upon the Consolidated Leverage Ratio for the Four-Quarter Period most
         recently ended, set forth as the Applicable Commitment Fee in the
         Pricing Grid and subject to further adjustment as therein provided.

                  "Applicable Commitment Percentage" means, for each Lender at
         any time, a fraction, (i) with respect to the Revolving Credit Facility
         and the Letter of Credit Facility the numerator of which shall be such
         Lender's Revolving Credit Commitment and the denominator of which shall
         be the Total Revolving Credit Commitment, (ii) with respect to the Term
         Loan A Facility, the numerator of which shall be such Lender's Term
         Loan A Commitment and the denominator shall be the Total Term Loan A
         Commitment and (iii) with respect to the Term Loan B Facility, the
         numerator of which shall be such Lender's Term Loan B Commitment and
         the denominator shall be the Total Term Loan B Commitment, which
         Applicable Commitment Percentages for each Lender as of the Closing
         Date are as set forth in Exhibit A; provided that the Applicable
         Commitment Percentages of each Lender shall be increased or decreased
         to reflect any assignments to or by such Lender effected in accordance
         with Section 13.1.

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

                  "Applicable Margin" means that percent per annum based upon
         the Consolidated Leverage Ratio for the Four-Quarter Period most
         recently ended, set forth as the Applicable Margin in the Pricing Grid
         and subject to further adjustment as therein provided.

                  "Applications and Agreements for Letters of Credit" means,
         collectively, the Applications and Agreements for Letters of Credit, or
         similar documentation, executed by the Borrower from time to time and
         delivered to the Issuing Bank to support the issuance of Letters of
         Credit.

                  "Asset Disposition" means any voluntary disposition, whether
         by sale, lease or transfer, of (a) any of the assets, excluding cash
         and cash equivalents, of the Borrower or its Subsidiaries, and (b) any
         of the capital stock, or securities or investments exchangeable,
         exercisable or convertible for or into, or otherwise entitling the
         holder to receive any of the capital stock, of any Subsidiary (other
         than a disposition to a Guarantor).


                                       4
<PAGE>   11
                  "Assignment and Acceptance" shall mean an Assignment and
         Acceptance in the form of Exhibit B (with blanks appropriately filled
         in) delivered to the Agent in connection with an assignment of a
         Lender's interest under this Agreement pursuant to Section 13.1.

                  "Assumption Agreement" means that certain Assumption Agreement
         dated as of the Closing Date by the Borrower in favor of the Agent and
         the Lenders.

                  "ATM" means American Technical Molding, Inc.

                  "ATM Acquisition" means the acquisition of all of the capital
         stock of ATM pursuant to the terms of the ATM Purchase Agreement.

                  "ATM Purchase Agreement" means that certain Agreement and Plan
         of Merger dated December 21, 2000 by and among the Borrower, KMKATM
         Acquisition Corp., ATM and certain shareholders of ATM.

                  "Authorized Representative" means any of the President, Chief
         Executive Officer, Chief Operating Officer or any Vice President of the
         Borrower or, with respect to financial matters, the Chief Financial
         Officer or Vice President of Finance of the Borrower, or any other
         Person expressly designated by the Board of Directors of the Borrower
         (or the appropriate committee thereof) as an Authorized Representative
         of the Borrower, as set forth from time to time in a certificate in the
         form of Exhibit C.

                  "Bank of America" means Bank of America, N.A. and its
         successors.

                  "BAS" means Banc of America Securities LLC and its successors.

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

                  "Base Rate Loan" means a Loan (including a Segment) for which
         the rate of interest is determined by reference to the Base Rate.

                  "Base Rate Segment" means a Segment bearing interest or to
         bear interest at the Base Rate.

                  "Base Rate Refunding Loan" means a Base Rate Loan or Swing
         Line Loan made either to (i) satisfy Reimbursement Obligations arising
         from a drawing under a Letter of Credit, or (ii) pay the Swing Line
         Lender in respect of Swing Line Outstandings.

                  "Board" means the Board of Governors of the Federal Reserve
         System (or any successor body).


                                       5
<PAGE>   12
                  "Borrower's Account" means any demand deposit account or any
         successor account with the Agent, which may be maintained at one or
         more offices of the Agent or an agent of the Agent.

                  "Borrowing Base" means, as of the date of determination
         thereof, (i) Eligible Receivables multiplied by 85% plus (ii) the
         value, determined at the lower of cost or fair market value in
         accordance with GAAP, of all Eligible Inventory multiplied by 60%.

                  "Borrowing Base Certificate" means a certificate of an
         Authorized Representative in the form attached hereto as Exhibit I
         hereto.

                  "Borrowing Notice" means the notice delivered by an Authorized
         Representative in connection with an Advance under the Revolving Credit
         Facility or a Swing Line Loan, in the forms of Exhibits D-1 and D-2,
         respectively.

                  "Business Day" means, (i) except as expressly provided in
         clause (ii), any day which is not a Saturday, Sunday or a day on which
         banks in the States of New York and North Carolina are authorized or
         obligated by law, executive order or governmental decree to be closed,
         and (ii) with respect to the selection, funding, interest rate,
         payment, and Interest Period of any Eurodollar Rate Loan, any day which
         is a Business Day, as described above, and on which the relevant
         international financial markets are open for the transaction of
         business contemplated by this Agreement in London, England, New York,
         New York and Charlotte, North Carolina.

                  "Capital Expenditures" means, with respect to the Borrower and
         its Subsidiaries, for any period the sum of (without duplication) (i)
         all expenditures (whether paid in cash or accrued as liabilities) by
         the Borrower or any Subsidiary during such period for items that would
         be classified as "property, plant or equipment" or comparable items on
         the consolidated balance sheet of the Borrower and its Subsidiaries,
         including without limitation all transactional costs incurred in
         connection with such expenditures provided the same have been
         capitalized, excluding, however, the amount of any Capital Expenditures
         paid for with proceeds of casualty insurance as evidenced in writing
         and submitted to the Agent together with any compliance certificate
         delivered pursuant to Section 9.1(a) or (b), and (ii) with respect to
         any Capital Lease entered into by the Borrower or its Subsidiaries
         during such period, the present value of the lease payments due under
         such Capital Lease over the term of such Capital Lease applying a
         discount rate equal to the interest rate provided in such lease (or in
         the absence of a stated interest rate, that rate used in the
         preparation of the financial statements described in Section 9.1(a)),
         all the foregoing in accordance with GAAP applied on a Consistent
         Basis.

                  "Capital Leases" means all leases which have been or should be
         capitalized in accordance with GAAP as in effect from time to time
         including Statement No. 13 of the Financial Accounting Standards Board
         and any successor thereof.

                  "Change of Control" means, at any time:


                                       6
<PAGE>   13
                           (i) any "person" or "group" (each as used in Sections
                  13(d)(3) and 14(d)(2) of the Exchange Act) other than KRG
                  Capital Group either (A) becomes the "beneficial owner" (as
                  defined in Rule 13d-3 of the Exchange Act), directly or
                  indirectly, of Voting Securities of the Borrower (or
                  securities convertible into or exchangeable for such Voting
                  Securities) representing 25% or more of the combined voting
                  power of all Voting Securities of the Borrower (on a fully
                  diluted basis) or (2) at any time, combined voting power more
                  than the combined voting power of KRG Capital Group at such
                  time, or (B) otherwise has the ability, directly or
                  indirectly, to elect a majority of the board of directors of
                  the Borrower;

                           (ii) during any period of up to 24 consecutive
                  months, commencing on the Closing Date, individuals who at the
                  beginning of such 24-month period were directors of the
                  Borrower (together with successors who were nominated or
                  appointed by a majority of the directors then in office) shall
                  cease for any reason (other than the death, disability or
                  retirement of an officer of the Borrower that is serving as a
                  director at such time so long as another officer of the
                  Borrower replaces such Person as a director) to constitute a
                  majority of the board of directors of the Borrower; or

                           (iii) any Person or two or more Persons, other than
                  KRG Capital Group, acting in concert shall have acquired by
                  contract or otherwise, or shall have entered into a contract
                  or arrangement that, upon consummation thereof, will result in
                  its or their acquisition of the power to exercise, directly or
                  indirectly, a controlling influence on the management or
                  policies of the Borrower.

                           (iv) KRG Capital Group ceases to beneficially own,
                  directly or indirectly, at least 30% of the Voting Securities
                  of the Borrower on the Closing Date.

                  "Closing Date" means the date as of which this Agreement is
         executed by the Borrower, the Lenders and the Agent and on which the
         conditions set forth in Section 7.1 have been satisfied.

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

                  "Collateral" means, collectively, all property of the
         Borrower, any Subsidiary or any other Person in which the Agent or any
         Lender is granted a Lien under any Security Instrument as security for
         all or any portion of the Obligations.

                  "Compliance Certificate" means a certificate of an Authorized
         Representative demonstrating compliance with the financial covenants
         contained in Sections 10.1(a) through 10.1(c) and Section 10.3,
         substantially in the form of Exhibit H;


                                       7
<PAGE>   14
                  "Consistent Basis" in reference to the application of GAAP
         means the accounting principles observed in the period referred to are
         comparable in all material respects to those applied in the preparation
         of the audited financial statements of the Borrower referred to as of
         the Closing Date in Section 8.6(a)(i).

                  "Consolidated Current Assets" means cash and all other assets
         of the Borrower and its Subsidiaries which are expected to be realized
         in cash, sold in the ordinary course of business, or consumed within
         one year or which would be classified as a current asset, all
         determined on a consolidated basis in accordance with GAAP applied on a
         Consistent Basis.

                  "Consolidated Current Liabilities" means all liabilities of
         the Borrower and its Subsidiaries which by their terms are payable
         within one year (including all Indebted-ness payable on demand or
         maturing not more than one year from the date of computation and the
         current portion of Indebtedness having a maturity date in excess of one
         year), all determined on a consolidated basis in accordance with GAAP
         applied on a Consistent Basis.

                  "Consolidated EBITDA" means, with respect to the Borrower and
         its Subsidiaries for any Four-Quarter Period ending on the date of
         computation thereof, the sum of, without duplication, (i) Consolidated
         Net Income, (ii) Consolidated Interest Expense, (iii) taxes on income,
         (iv) amortization, and (v) depreciation, all determined on a
         consolidated basis in accordance with GAAP applied on a Consistent
         Basis, subject to Acquisition Adjustments; provided however that to the
         extent Consolidated Net Income is reduced thereby, Consolidated EBITDA
         shall be increased by the amount of all Earnout Payments permitted
         hereunder made during such period and by the amount of the following
         items to the extent incurred during such period: (x) non-cash charges
         during such period in respect of stock option and phantom equity plans
         approved by the Board of Directors and (y) non-cash purchase price
         accounting adjustments and (z) the one-time charges set forth on
         Schedule 1.4 hereto.

                  "Consolidated Fixed Charge Ratio" means, with respect to the
         Borrower and its Subsidiaries for any Four-Quarter Period ending on the
         date of computation thereof, the ratio of (i) Consolidated EBITDA for
         such period less (without duplication) Capital Expenditures paid in
         cash during such period less Consolidated Taxes for such period, to
         (ii) Consolidated Fixed Charges for such period.

                  "Consolidated Fixed Charges" means, with respect to the
         Borrower and its Subsidiaries for any Four-Quarter Period ending on the
         date of computation thereof, the difference of (a) the sum of, without
         duplication, (i) Consolidated Interest Expense for such period, (ii)
         Consolidated Scheduled Debt Payments due or paid during such period,
         and (iii) any dividends, or stock repurchase, redemption, retirement
         conversion, exchange or other acquisition under Section 10.9, paid in
         cash during such period, less (b) all IPO Adjustments for such period,
         all determined on a consolidated basis in accordance with GAAP applied
         on a Consistent Basis, subject to Acquisition Adjustments.


                                       8
<PAGE>   15
                  "Consolidated Indebtedness" means all Indebtedness for Money
         Borrowed of the Borrower and its Subsidiaries, all determined on a
         consolidated basis.

                  "Consolidated Interest Coverage Ratio" means, as of the date
         of computation thereof, the ratio of (i) Consolidated EBITDA for the
         Four-Quarter Period ending on (or most recently ended prior to) such
         date to (ii) Consolidated Interest Expense determined as at such date.

                  "Consolidated Interest Expense" means, with respect to any
         period of computation thereof, the gross interest expense of the
         Borrower and its Subsidiaries, including without limitation (i) the
         current amortized portion of debt discounts to the extent included in
         gross interest expense, (ii) the current amortized portion of all fees
         (including fees payable in respect of any Rate Hedging Obligations)
         payable in connection with the incurrence of Indebtedness to the extent
         included in gross interest expense and (iii) the portion of any
         payments made in connection with Capital Leases allocable to interest
         expense, all determined on a consolidated basis in accordance with GAAP
         applied on a Consistent Basis, subject to Acquisition Adjustments;
         provided, however, that Consolidated Interest Expense shall include the
         amount of payments in respect of Synthetic Lease Obligations that are
         in the nature of interest; and provided further, however, that
         Consolidated Interest Expense for any period of four fiscal quarters
         ending on the last day of the first, second or third fiscal quarters of
         the Borrower first ending after the Closing Date shall be deemed equal
         to the product of (i) Consolidated Interest Expense computed in
         accordance with the requirements of this definition for such one, two
         or three quarter period multiplied by (ii) a fraction, the numerator of
         which is 365 and the denominator of which is the actual number of days
         from the Closing Date through any such date of determination..

                  "Consolidated Leverage Ratio" means, as of the date of
         computation thereof, the ratio of (i) Consolidated Indebtedness
         determined as at such date to (ii) Consolidated EBITDA for the
         Four-Quarter Period ending on (or most recently ended prior to) such
         date.

                  "Consolidated Net Income" means, for any period of computation
         thereof, the gross revenues from operations of the Borrower and its
         Subsidiaries (including payments received by the Borrower and its
         Subsidiaries of (i) interest income, and (ii) dividends and
         distributions made in the ordinary course of their businesses by
         Persons in which investment is permitted pursuant to this Agreement and
         not related to an extraordinary event), less all operating and
         non-operating expenses of the Borrower and its Subsidiaries, including
         taxes on income, all determined on a consolidated basis in accordance
         with GAAP applied on a Consistent Basis; but excluding (for all
         purposes other than the computation of Consolidated EBITDA utilized to
         determine Excess Cash Flow) as income: (i) net gains (including net of
         taxes) on the sale, conversion or other disposition of capital assets,
         (ii) net gains (including net of taxes) on the acquisition, retirement,
         sale or other disposition of capital stock and other securities of the
         Borrower or its Subsidiaries, (iii) net gains (including net of taxes)
         on the collection of proceeds of life insurance policies, (iv) any
         write-up of any asset, and (v) any other net gain or credit


                                       9
<PAGE>   16
         of an extraordinary nature as determined in accordance with GAAP
         applied on a Consistent Basis, subject to Acquisition Adjustments.

                  "Consolidated Scheduled Debt Payments" means, for any period,
         the sum of all scheduled payments of principal on Consolidated
         Indebtedness (including, without limitation, the principal component of
         Capital Leases and Synthetic Lease Obligations paid or payable during
         such period), but excluding payments due on Revolving Loans during such
         period; provided that Consolidated Scheduled Debt Payments for any
         period shall not include voluntary prepayments of Consolidated
         Indebtedness, mandatory prepayments of the Term Loans pursuant to
         Section 2.1(e) or other mandatory prepayments (other than by virtue of
         scheduled amortization) of Consolidated Indebtedness (but Consolidated
         Scheduled Debt Payments for a period shall be adjusted to reflect the
         effect on scheduled payments of principal for such period of the
         application of any mandatory prepayments of Consolidated Indebtedness
         during or preceding such period); and provided, further, that
         Consolidated Scheduled Debt Payments for any period of four fiscal
         quarters ending on the last day of the first, second or third fiscal
         quarters of the Borrower first ending after the Closing Date shall be
         deemed equal to $5,300,000.

                  "Consolidated Taxes" means for any period, and without
         duplication, the aggregate amount of all taxes for such period to the
         extent paid directly in cash by the Borrower and its Subsidiaries
         during such period; provided that Consolidated Taxes for any period of
         four fiscal quarters ending on the last day of the first, second or
         third fiscal quarters of the Borrower first ending after the Closing
         Date shall be deemed equal to the product of (i) Consolidated Taxes
         computed in accordance with the requirements of this definition for
         such one, two or three quarter period multiplied by (ii) a fraction,
         the numerator of which is 365 and the denominator of which is the
         actual number of days from the Closing Date through any such date of
         determination.

                  "Consolidated Working Capital" means, as of any date on which
         the amount thereof is to be determined, the excess of Consolidated
         Current Assets over Consolidated Current Liabilities.

                  "Contingent Obligation" means, as to any Person, any direct or
         indirect liability of that Person with respect to any Indebtedness,
         lease, dividend, guaranty, letter of credit or other obligation (each a
         "primary obligation") of another Person (the "primary obligor"),
         whether or not contingent, (a) to purchase, repurchase or otherwise
         acquire any such primary obligation or any property constituting direct
         or indirect security therefor, or (b) to advance or provide funds (i)
         for the payment or discharge of any such primary obligation, or (ii) to
         maintain working capital or equity capital of the primary obligor in
         respect of any such primary obligation or otherwise to maintain the net
         worth or solvency or any balance sheet item, level of income or
         financial condition of such primary obligor, or (c) to purchase
         property, securities or services primarily for the purpose of assuring
         the owner of any such primary obligation of the ability of the primary
         obligor thereof to make payment of such primary obligation, or (d)
         otherwise to assure or hold harmless the owner of any such primary
         obligation against loss or failure or inability to perform in


                                       10
<PAGE>   17
         respect thereof. The amount of any Contingent Obligation shall be
         deemed to be an amount equal to the stated or determinable amount of
         the primary obligation in respect of which such Contingent Obligation
         is made or, if not stated or determinable, the maximum reasonably
         anticipated liability in respect thereof.

                  "Continue," "Continuation," and "Continued" shall refer to the
         continuation pursuant to Section 4.2 hereof of a Eurodollar Rate Loan
         of one Type as a Eurodollar Rate Loan of the same Type from one
         Interest Period to the next Interest Period.

                  "Convert," "Conversion," and "Converted" shall refer to a
         conversion pursuant to Section 4.2 of one Type of Loan into another
         Type of Loan.

                  "Credit Parties" means, collectively, the Borrower, each other
         Guarantor and each other Person providing Collateral pursuant to any
         Security Instrument.

                  "Default" means any event or condition which, with the giving
         or receipt of notice or lapse of time or both, would constitute an
         Event of Default hereunder.

                  "Default Rate" means (i) with respect to each Eurodollar Rate
         Loan, until the end of the Interest Period applicable thereto, a rate
         of two percent (2%) above the Eurodollar Rate applicable to such Loan,
         and thereafter at a rate of interest per annum which shall be two
         percent (2%) above the Base Rate, and (ii) with respect to Base Rate
         Loans, Swing Line Loans, Reimbursement Obligations, fees, and other
         amounts payable in respect of (x) Obligations or (y) (except as
         otherwise expressly provided therein) the obligations of any other
         Credit Party under any of the other Loan Documents, a rate of interest
         per annum which shall be two percent (2%) above the Base Rate and (iv)
         in any case, the maximum rate permitted by applicable law, if lower.

                  "Direct Foreign Subsidiary" means a Subsidiary other than a
         Domestic Subsidiary a majority of whose Voting Securities, or a
         majority of whose Subsidiary Securities, are owned by the Borrower or a
         Domestic Subsidiary.

                  "Domestic Subsidiary" means any Subsidiary of the Borrower
         organized under the laws of the United States of America, any state or
         territory thereof or the District of Columbia.

                  "Earnout Payments" means the payments to be made to (i) the
         Sellers and Eligible Employees, as those terms are defined in the Share
         Purchase Agreement dated December 22, 1999 (the "Noble-Met Agreement"),
         pursuant to the terms of the Noble-Met Agreement and in an aggregate
         amount not to exceed $21,000,000, (ii) the Sellers, as that term is
         defined in the Share Purchase Agreement dated May 31, 2000 (the "UTI
         Agreement"), pursuant to the terms of the UTI Agreement and in an
         aggregate amount not to exceed $10,000,000, (iii) the Sellers, as that
         term is defined in the Agreement and Plan of Merger, dated May 12, 2000
         (the "MER Agreement"), pursuant to the terms of the First Deferred Cash
         Payment and the Second Deferred Cash Payment as those terms are defined
         in the MER Agreement and the noncompete payment pursuant to the


                                       11
<PAGE>   18
         Noncompetition Agreement among MDMI, Medical Engineering Resources,
         Ltd. and Thomas Maloney, and in an aggregate amount not to exceed
         $450,000 and (iv) the selling shareholders of ATM in an aggregate
         amount not to exceed $3,000,000 pursuant to the terms of the ATM
         Purchase Agreement.

                  "Eligible Assignee" means (i) a Lender, (ii) an affiliate of a
         Lender, and (iii) any other Person approved by the Agent and, unless an
         Event of Default has occurred and is continuing at the time any
         assignment is effected in accordance with Section 13.1, the Borrower,
         such approval not to be unreasonably withheld (provided that the
         incurrence by the Borrower of additional costs pursuant to Section 6.6
         as a result of such assignment shall constitute a reasonable basis for
         withholding such consent) or delayed by the Borrower and such approval
         to be deemed given by the Borrower (in the absence of notice to the
         contrary, effective upon receipt) within two Business Days after notice
         of such proposed assignment has been provided by the assigning Lender
         to the Borrower; provided, however, that neither the Borrower nor an
         affiliate of the Borrower shall qualify as an Eligible Assignee.

                  "Eligible Inventory" means inventory of the Borrower and its
         Domestic Subsidiaries valued at the lesser of cost or current market
         value, all of which inventory is, at any given time, (a) not damaged or
         defective in any way; (b) not sold or segregated for sale or otherwise
         reflected as an Account of the Borrower or any Guarantor; (c) not
         consigned inventory; (d) not inventory-in-transit or located in a place
         other than at the locations listed on Schedule 1.5 hereto; (e) not
         work-in-process (provided that 50% of the value (at the lesser of cost
         or fair market value) of work-in-process shall be included in
         calculating the amount of Eligible Inventory); (f) not constituting
         packaging materials and supplies (other than packaging materials which
         are inventory held for sale to third parties); (g) not inventory
         evidenced by negotiable warehouse receipts or by non-negotiable
         warehouse receipts or bills of lading or documents of title which have
         not been issued in the name of the Agent; (h) not inventory subject to
         any Lien (other than Permitted Liens) or otherwise not in conformity
         with the representations and warranties contained in the Security
         Instruments and (j) not inventory deemed ineligible by the Agent in its
         sole judgment and discretion;

                  "Eligible Receivables" means all Accounts evidenced by an
         invoice (valued at the face amount of such invoice, less maximum
         discounts, rebates, credits and allowances which may be taken by
         Account Debtors on such Accounts, and net of any sales tax, finance
         charges or late payment charges included in the invoiced amount)
         created or acquired by the Borrower or any of its Domestic Subsidiaries
         in the ordinary course of its business arising from the sale of
         inventory and/or the provision of services in its ordinary course of
         business in which the Agent has a first priority, perfected security
         interest (subject only to Permitted Liens), but excluding (a) Accounts
         outstanding for longer than the sooner of (i) ninety (90) days from the
         date of original invoice or (ii) sixty (60) days from the original due
         date; (b) all Accounts owed by an Account Debtor if more than fifty
         percent (50%) of the Accounts owed by such Account Debtor to the
         Borrower or the applicable Subsidiary are deemed ineligible hereunder;
         (c) Accounts owing from any Affiliate of Borrower or its Subsidiaries;
         (d) Accounts owed by a creditor of the


                                       12
<PAGE>   19
         Borrower or its Subsidiaries to the extent of the amount of the
         obligation of the Borrower or its Subsidiaries to such creditor; (e)
         Accounts which are in dispute or subject to any post-dated payment
         items, retainage, counterclaim, contra-account or offset, but only to
         the extent of the amount disputed and the specific amount subject to
         post-dated payment items, retainage, counterclaim, contra-account or
         offset; (f) Accounts owing by any Account Debtor which is not Solvent;
         (g) Accounts arising from a sale on a bill-and-hold, guaranteed sale,
         sale-or-return, sale-on-approval, consignment or similar basis or which
         is subject to repurchase, return, rejection, repossession, loss or
         damage; (h) Accounts owed by an Account Debtor domiciled outside of the
         continental United States of America, unless (1) such Account is
         supported by a letter of credit or credit insurance acceptable to the
         Agent and assigned to the Agent and which is issued by a financial
         institution and in an amount which is acceptable to the Agent or (2)
         such foreign Account Debtor is the subsidiary of a United States
         corporation whose senior unsecured debt is rated Baa2 or higher by
         Moody's and BBB or higher by S&P or (3) such foreign Account Debtor is
         otherwise identified in writing by the Agent as acceptable; (i)
         Accounts owed by the United States of America or any state or other
         governmental or quasi governmental unit, agency or subdivision unless
         Borrower shall have complied with all applicable federal and state
         assignment of claims laws, and Borrower has provided the Agent written
         evidence satisfactory to Agent of such compliance; (j) Accounts in
         excess of $1,000,000 that are denominated in other than United States
         Dollars; (k) Accounts as to which the goods giving rise to the Account
         have not been delivered to and accepted by the Account Debtor or the
         service giving rise to the Account has not been completely performed or
         which do not represent a final sale; (l) Accounts for which the total
         of all Accounts from any three Account Debtors (together with the
         Affiliates of the Account Debtors) would, when combined exceed
         thirty-five percent (35%) of the total Accounts of the Borrower and its
         Domestic Subsidiaries (to the extent of such excess); (m) Accounts
         which, by contract, subrogation, mechanics' lien laws or otherwise, are
         subject to claims by Borrower's or its Subsidiaries' creditors or other
         third parties or which are owed by Account Debtors as to whom any
         creditor of Borrower or its Subsidiaries (including any bonding
         company) has lien or retainage rights; (n) any and all other Accounts
         the validity, collectibility, or amount of which is determined in good
         faith in accordance with GAAP by the Borrower or its Subsidiaries to be
         doubtful; (o) Accounts owed by an Account Debtor which is located in a
         jurisdiction where Borrower or its Subsidiaries are required to qualify
         to transact business or to file reports, unless Borrower or such
         Subsidiary has so qualified or filed and provided written evidence
         satisfactory to Bank of such compliance; (p) any Account as to which
         any representation, warranty or covenant contained in the Security
         Agreement shall be untrue or misleading, and (q) any other Account
         which the Agent otherwise in its sole and absolute discretion deems to
         be ineligible.

                  "Eligible Securities" means the following obligations and any
         other obligations previously approved in writing by the Agent:

                           (a) Government Securities;


                                       13
<PAGE>   20
                           (b) obligations of any corporation organized under
                  the laws of any state of the United States of America or under
                  the laws of any other nation, payable in the United States of
                  America, expressed to mature not later than 92 days following
                  the date of issuance thereof and rated in an investment grade
                  rating category by S&P and Moody's; and

                           (c) interest bearing demand or time deposits issued
                  by any Lender or certificates of deposit maturing within one
                  year from the date of issuance thereof and issued by a bank or
                  trust company organized under the laws of the United States or
                  of any state thereof having capital surplus and undivided
                  profits aggregating at least $400,000,000 and being rated "A"
                  or better by S&P or "A" or better by Moody's ;

                           (d) obligations of the type described in clauses (a)
                  through (c) above purchased from a securities dealer
                  designated as a "primary dealer" by the Federal Reserve Bank
                  of New York or a commercial bank incorporated under the laws
                  of the United States of America or any state thereof or the
                  District of Columbia each having as at any date of
                  determination a combined capital and surplus of not less than
                  $100,000,000 (each a "Permitted Bank") as counterparty
                  pursuant to a repurchase agreement obligating such
                  counterparty to repurchase such obligations not later than 30
                  days after the purchase thereof and which provides that the
                  obligations which are the subject thereof are held for the
                  benefit of the Borrower or any Subsidiary by a custodian which
                  is a Permitted Bank and which is not the counterparty to the
                  repurchase agreement in question; and

                           (e) the securities of any investment company
                  registered under the Investment Company Act of 1940, as
                  amended, which is a "money market fund" within the meaning of
                  regulations of the Securities and Exchange Commission, or an
                  interest in a pooled fund maintained by a Permitted Bank
                  having comparable investment restrictions, and in each case,
                  with assets of at least $100,000,000.

                  "Employee Benefit Plan" means (i) any employee benefit plan,
         including any Pension Plan, within the meaning of Section 3(3) of ERISA
         which (A) is maintained for employees of the Borrower or any of its
         ERISA Affiliates, or any Subsidiary or is assumed by the Borrower or
         any of its ERISA Affiliates, or any Subsidiary in connection with any
         Acquisition or (B) has at any time been maintained for the employees of
         the Borrower, any current or former ERISA Affiliate, or any Subsidiary
         and (ii) any plan, arrangement, understanding or scheme maintained by
         the Borrower or any Subsidiary that provides retirement, deferred
         compensation, employee or retiree medical or life insurance, severance
         benefits or any other benefit covering any employee or former employee
         and which is administered under any Foreign Benefit Law or regulated by
         any Governmental Authority other than the United States of America.

                  "Environmental Laws" means any federal, state or local
         statute, law, ordinance, code, rule, regulation, order, decree, permit
         or license regulating, relating to, or imposing liability or standards
         of conduct concerning, any environmental matters or conditions,


                                       14
<PAGE>   21
         environmental protection or conservation, including without limitation,
         the Comprehensive Environmental Response, Compensation and Liability
         Act of 1980, as amended; the Superfund Amendments and Reauthorization
         Act of 1986, as amended; the Resource Conservation and Recovery Act, as
         amended; the Toxic Substances Control Act, as amended; the Clean Air
         Act, as amended; the Clean Water Act, as amended; together with all
         regulations promulgated thereunder, and any other "Superfund" or
         "Superlien" law.

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

                  "ERISA Affiliate," as applied to the Borrower, means any
         Person or trade or business which is a member of a group which is under
         common control with the Borrower, who together with the Borrower, is
         treated as a single employer within the meaning of Section 414(b) and
         (c) of the Code.

                  "Eurodollar Rate Loan" means a Loan (including a Segment) for
         which the rate of interest is determined by reference to the Eurodollar
         Rate.

                  "Eurodollar Rate" means the interest rate per annum calculated
         according to the following formula:

                  Eurodollar  =      Interbank Offered Rate       +  Applicable
                     Rate        -------------------------------       Margin
                                     1- Reserve Requirement

                  "Eurodollar Rate Segment" means a Segment bearing interest or
         to bear interest at the Eurodollar Rate.

                  "Event of Default" means any of the occurrences set forth as
         such in Section 11.1.

                  "Excess Cash Flow" means, with respect to the Borrower and its
         Subsidiaries for any Fiscal Year, the difference of (i) Consolidated
         EBITDA for such period (including therein any net gain or loss, as
         applicable, of an extraordinary nature otherwise excluded from the
         calculation thereof in the definition of "Consolidated Net Income")
         minus (ii) the sum of (A) the change in Consolidated Working Capital
         (positive or negative) as at the end of such Fiscal Year; provided the
         positive change in Consolidated Working Capital shall not exceed
         $5,000,000 for the Fiscal Year ended December 31, 2001 and thereafter
         for any Fiscal Year shall not exceed the product of $5,000,000
         multiplied times a fraction, the numerator of which is gross sales for
         such Fiscal Year and the denominator of which is gross sales for the
         Fiscal Year ended December 31, 2001; plus (B) Capital Expenditures
         permitted hereunder for such period plus (C) Consolidated Fixed Charges
         for such period plus (D) the aggregate amount of any optional
         prepayments made by the Borrower pursuant to Section 2.1(d) hereof
         during such period plus (E) the amount of all Earnout Payments made
         during such period plus (F) the amount of all taxes paid in cash during
         such period.


                                       15
<PAGE>   22
                  "Excess Cash Flow Prepayment" has the meaning given to such
         term in Section 2.1(d).

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, and the regulations promulgated thereunder.

                  "Existing Credit Agreement" has the meaning given to such term
         in the recitals hereto.

                  "Facility Guaranty" means, individually or collectively, as
         the context may require, the Guaranty Agreement dated as of May 31,
         2000 by each Domestic Subsidiary (other than the FSC Subsidiary)
         existing on that date, and each other Guaranty Agreement between one or
         more Guarantors and the Agent for the benefit of the Agent and the
         Lenders, delivered as of the Closing Date and otherwise pursuant to
         Section 9.19, as the same may be amended, modified or supplemented.

                  "Facility Termination Date" means such date as all of the
         following shall have occurred: (a) the Borrower shall have permanently
         terminated the Revolving Credit Facility and the Swing Line by payment
         in full of all Revolving Credit Outstandings, Letter of Credit
         Outstandings and Swing Line Outstandings, together with all accrued and
         unpaid interest thereon, except for the undrawn portion of Letters of
         Credit as have been fully cash collateralized in a manner consistent
         with the terms of Section 11.1(B), (b) the Borrower shall have paid all
         Term Loan Outstandings in full, together with all accrued and unpaid
         interest thereon, (c) all Swap Agreements shall have been terminated,
         expired or cash collateralized, (d) all Term Loan Commitments,
         Revolving Credit Commitments, and Letter of Credit Commitments shall
         have terminated or expired and (e) the Borrower shall have fully,
         finally and irrevocably paid and satisfied in full all Obligations
         (other than Obligations consisting of continuing indemnities and other
         contingent Obligations of the Borrower or any Guarantor that may be
         owing to the Lenders pursuant to the Loan Documents and expressly
         survive termination of this Agreement).

                  "FASB 133 Adjustments" means entries on or adjustments to any
         balance sheet or statement of income in respect of derivatives or
         hedging instruments as required or permitted by Statement of Financial
         Accounting Standards No. 133.

                  "Federal Funds Rate" means, for any day, the rate per annum
         (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to
         the weighted average of the rates on overnight Federal funds
         transactions with members of the Federal Reserve System arranged by
         Federal funds brokers on such day, as published by the Federal Reserve
         Bank of New York on the Business Day next succeeding such day; provided
         that (a) if such day is not a Business Day, the Federal Funds Rate for
         such day shall be such rate on such transactions on the next preceding
         Business Day as so published on the next succeeding Business Day, and
         (b) if no such rate is so published on such next succeeding Business
         Day, the Federal Funds Rate for such day shall be the average rate
         charged to


                                       16
<PAGE>   23
         the Agent (in its individual capacity) on such day on such transactions
         as determined by the Agent.

                  "Fiscal Year" means the twelve month fiscal period of the
         Borrower and its Subsidiaries commencing on January 1 of each calendar
         year and ending on December 31 of each calendar year.

                  "Foreign Benefit Law" means any applicable statute, law,
         ordinance, code, rule, regulation, order or decree of any foreign
         nation or any province, state, territory, protectorate or other
         political subdivision thereof regulating, relating to, or imposing
         liability or standards of conduct concerning, any Employee Benefit
         Plan.

                  "Foreign Subsidiary" means any Subsidiary that is not a
         Domestic Subsidiary.

                  "Four-Quarter Period" means a period of four full consecutive
         fiscal quarters of the Borrower and its Subsidiaries, taken together as
         one accounting period.

                  "FSC Subsidiary" means Noble-Met Foreign Sales Corp., a Virgin
         Islands corporation (and any replacement Subsidiary), formed for the
         sole purpose of participating in the sales of property by and on behalf
         of Borrower outside the United States which Subsidiary owns no
         inventory and retains no cash or cash equivalents other than cash and
         cash equivalents sufficient to pay expenses associated with maintenance
         of an office and related personnel engaged to conduct its business in
         the jurisdiction in which it is domiciled.

                  "GAAP" or "Generally Accepted Accounting Principles" means
         generally accepted accounting principles, being those principles of
         accounting set forth in pronouncements of the Financial Accounting
         Standards Board, the American Institute of Certified Public
         Accountants, or which have other substantial authoritative support and
         are applicable in the circumstances as of the date of a report.

                  "Government Securities" means direct obligations of, or
         obligations the timely payment of principal and interest on which are
         fully and unconditionally guaranteed by, the United States of America.

                  "Governmental Authority" shall mean any Federal, state,
         municipal, national or other governmental department, commission,
         board, bureau, court, agency or instrumentality or political
         subdivision thereof or any entity or officer exercising executive,
         legislative, judicial, regulatory or administrative functions of or
         pertaining to any government or any court, in each case whether
         associated with a state of the United States, the United States, or a
         foreign entity or government.

                  "Guarantors" means, at any date, the Subsidiaries who are
         required to be parties to a Facility Guaranty at such date.


                                       17
<PAGE>   24
                  "Hazardous Material" means and includes any pollutant,
         contaminant, or hazardous, toxic or dangerous waste, substance or
         material (including without limitation petroleum products,
         asbestos-containing materials and lead), the generation, handling,
         storage, transportation, disposal, treatment, release, discharge or
         emission of which is subject to any Environmental Law.

                  "Indebtedness" means as to any Person, without duplication,
         (a) all Indebtedness for Money Borrowed of such Person, (b) all Rate
         Hedging Obligations of such Person, (c) all indebtedness secured by any
         Lien on any property or asset owned or held by such Person regardless
         or whether the indebtedness secured thereby shall have been assumed by
         such Person or is non-recourse to the credit of such Person, and (d)
         all Contingent Obligations of such Person, including all such items
         incurred by any partnership or joint venture as to which such Person is
         liable as a general partner or joint venturer.

                  "Indebtedness for Money Borrowed" means with respect to any
         Person, without duplication, all indebtedness in respect of money
         borrowed, including without limitation, all obligations under Capital
         Leases, all Synthetic Lease Obligations, the deferred purchase price of
         any property or services, the aggregate face amount of all surety
         bonds, letters of credit, and bankers' acceptances, and (without
         duplication) all payment and reimbursement obligations in respect
         thereof whether or not matured, evidenced by a promissory note, bond,
         debenture or similar written obligation for the payment of money
         (including reimbursement agreements and conditional sales or similar
         title retention agreements), including all such items incurred by any
         partnership or joint venture as to which such Person is liable as a
         general partner or joint venturer, other than trade payables and
         accrued expenses incurred in the ordinary course of business.

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

                  "Interest Period" means for each Eurodollar Rate Loan, a
         period commencing on the date such Eurodollar Rate Loan is made or
         Converted or Continued and ending (a) during the Syndication Period,
         one month thereafter, and (b) after the Syndication Period, at the
         Borrower's option, on the date one, two, three or six months
         thereafter, as


                                       18
<PAGE>   25
         notified to the Agent by the Authorized Representative in accordance
         with the terms hereof; provided that,

                           (i) if any Interest Period would end on a day which
                  is not a Business Day, such Interest Period shall be extended
                  to the next Business Day (unless, in the case of a Eurodollar
                  Rate Loan, such extension would cause the applicable Interest
                  Period to end in the succeeding calendar month, in which case
                  such Interest Period shall end on the next preceding Business
                  Day); and

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

                           (iii) no Interest Period with respect to Term Loan A
                  shall extend beyond the Term Loan A Termination Date, no
                  Interest Period with respect to Term Loan B shall extend
                  beyond the Term Loan B Termination Date, and no Interest
                  Period with respect to any Revolving Loan shall extend beyond
                  the Stated Revolving Credit Termination Date.

                  "Interest Rate Selection Notice" means the written notice
         delivered by an Authorized Representative in connection with the
         election of a subsequent Interest Period for any Eurodollar Rate Loan
         or the Conversion of any Eurodollar Rate Loan into a Base Rate Loan or
         the Conversion of any Base Rate Loan into a Eurodollar Rate Loan, in
         the form of Exhibit E.

                  "IPO" means the Borrower's initial public offering of equity
         securities resulting in net proceeds (after related fees, costs and
         expenses) to the Borrower of at least $[80,000,000].

                  "IPO Adjustments" means those adjustments made in connection
         with the IPO set forth on Schedule 1.3 hereto.

                  "IPO Documents" means the final registration statement,
         prospectus and all other documents executed by the Borrower in
         connection with the IPO.

                  "IP Security Agreement" means, collectively (or individually
         as the context may indicate), (i) the Intellectual Property Security
         Agreement dated as of May 31, 2000 by MDMI Holdings, Inc., the Borrower
         and its Domestic Subsidiaries to the Agent, and (ii) any additional
         Intellectual Property Security Agreement delivered to the Agent
         pursuant to Section 9.19, as hereafter modified, amended or
         supplemented from time to time.

                  "Issuing Bank" means Bank of America as issuer of Letters of
         Credit under Article III.


                                       19
<PAGE>   26
                  "KRG Capital Group" means KRG Capital Partners, LLC, a
         Delaware limited liability company, and its affiliated funds and their
         respective partners or members.

                  "Lease Assignment" means, collectively (or individually as the
         context may indicate), (i) each Assignment of Lessee's Interest in
         Lease dated as of May 31, 2000 by the Borrower and/or certain of its
         Domestic Subsidiaries to the Agent, and (ii) any additional Assignment
         of Lessee's Interest in Lease delivered to the Agent pursuant to
         Section 5..5 or Section 9.19, as hereafter modified, amended or
         supplemented from time to time.

                  "LC Account Agreement" means the LC Account Agreement dated as
         of May 31, 2000 between the Borrower and the Agent, as amended,
         modified or supplemented from time to time.

                  "Letter of Credit" means a standby or commercial letter of
         credit issued by the Issuing Bank pursuant to Article III hereof for
         the account of the Borrower in favor of a Person advancing credit or
         securing an obligation on behalf of the Borrower.

                  "Letter of Credit Commitment" means, with respect to each
         Lender, the obligation of such Lender to acquire Participations in
         respect of Letters of Credit and Reimbursement Obligations up to an
         aggregate amount at any one time outstanding equal to such Lender's
         Applicable Commitment Percentage of the Total Letter of Credit
         Commitment as the same may be increased or decreased from time to time
         pursuant to this Agreement.

                  "Letter of Credit Facility" means the facility described in
         Article III hereof providing for the issuance by the Issuing Bank for
         the account of the Borrower of Letters of Credit in an aggregate stated
         amount at any time outstanding not exceeding the Total Letter of Credit
         Commitment minus outstanding Reimbursement Obligations.

                  "Letter of Credit Outstandings" means, as of any date of
         determination, the aggregate amount available to be drawn under all
         Letters of Credit plus Reimbursement Obligations then outstanding.

                  "Lien" means any interest in property securing any 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 lien or security interest arising
         from a mortgage, encumbrance, pledge, security agreement, conditional
         sale or trust receipt or a lease, consignment or bailment for security
         purposes. For the purposes of this Agreement, the Borrower and any
         Subsidiary shall be deemed to be the owner of any property which it has
         acquired or holds subject to a conditional sale agreement, financing
         lease, or other arrangement pursuant to which title to the property has
         been retained by or vested in some other Person for security purposes.


                                       20
<PAGE>   27
                  "Loan" or "Loans" means any of the Revolving Loans, the Term
         Loans and the Swing Line Loans, including any Segment, made under the
         Revolving Credit Facility or the Term Loan Facilities, respectively.

                  "Loan Documents" means this Agreement, the Assumption
         Agreement, the Notes, the Security Instruments, the Facility
         Guaranties, the Reaffirmation Agreement, the LC Account Agreement, the
         Applications and Agreements for Letter of Credit, and all other
         instruments and documents heretofore or hereafter executed or delivered
         to or in favor of any Lender (including the Issuing Bank) or the Agent
         in connection with the Loans made and transactions contemplated under
         this Agreement, as the same may be amended, supplemented or replaced
         from the time to time.

                  "Material Adverse Effect" means a material adverse effect on
         (i) the business, properties, operations, prospects or condition,
         financial or otherwise, of the Borrower and its Subsidiaries, taken as
         a whole, (ii) the ability of the Borrower and its Subsidiaries taken as
         a whole to pay or perform its respective obligations, liabilities and
         indebtedness under the Loan Documents as such payment or performance
         becomes due in accordance with the terms thereof, or (iii) the rights,
         powers and remedies of the Agent or any Lender under any Loan Document
         or the validity, legality or enforceability thereof.

                  "Micro-Coax Obligations" means the obligations of UTI under
         those certain leases related to three (3) locations in Berkshire,
         England and one location in Lymerick, Pennsylvania, in an aggregate
         present value amount of up to $3,500,000.

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

                  "Mortgage Support Documents" means for each Mortgaged Property
         (i) the Title Policy pertaining thereto, (ii) as-built surveys, phase I
         environmental assessments, flood hazard certifications and appraisals
         prepared by recognized experts in their respective fields selected by
         the Borrower and reasonably acceptable to the Agent and containing
         results satisfactory to the Agent, (iii) as to Mortgaged Property
         located in a flood hazard area, such flood hazard insurance as the
         Agent may require, (iv) as to leasehold interests, such lessor
         estoppel, waiver and consent certificates as the Agent may reasonably
         require, (v) with respect to facilities leased or subleased to third
         parties, such lessees' estoppel, waiver and consent certificates and
         subordination, nondisturbance and attornment agreements as the Agent
         may reasonably require, (vi) such owner's or lessee's affidavits as the
         Agent may require, (vii) such opinions of local counsel with respect to
         the Mortgages or leasehold mortgages, as applicable, as the Agent may
         require, and (viii) such other documentation as the Agent may
         reasonably require, in each case as shall be in form and substance
         reasonably acceptable to the Agent.

                  "Mortgaged Property" means, collectively, (i) the real
         property, leasehold interests, improvements, fixtures and other items
         of real and personal property related thereto, including the proceeds
         and products thereof, of the Borrower and its Domestic Subsidiaries
         which are subject to a Mortgage on the Closing Date, and (ii)
         thereafter, any of such property owned or acquired by the Borrower or
         any Domestic Subsidiary,


                                       21
<PAGE>   28
         including any Subsidiary that is or is required to become a Guarantor
         after the Closing Date pursuant to Section 9.19.

                  "Mortgages" means, collectively, all mortgages (including
         leasehold mortgages), deeds of trust and deeds to secure debt
         substantially in the form of Exhibit M granting a Lien on Mortgaged
         Property to the Agent for the benefit of the Lenders as collateral
         security for the Obligations, and if applicable, the Guarantor's
         obligations with respect thereto, as such documents may be amended,
         supplemented or restated from time to time.

                  "Multiemployer Plan" means a "multiemployer plan" as defined
         in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA
         Affiliate is making, or is accruing an obligation to make,
         contributions or has made, or been obligated to make, contributions
         within the preceding six (6) Fiscal Years.

                  "Net Proceeds" (a) from any public or private offering of any
         equity security means cash proceeds received by the Borrower or any
         Subsidiary therefrom as and when received, net of all legal,
         accounting, banking and underwriting fees and expenses, commissions,
         discounts and other issuance expenses incurred in connection therewith
         and all taxes required to be paid or accrued as a consequence of such
         issuance; and (b) from any Asset Disposition means cash payments
         received by the Borrower or any Subsidiary therefrom (including any
         cash payments received pursuant to any note or other debt security
         received in connection with any Asset Disposition) as and when
         received, net of (i) all legal fees and expenses and other fees and
         expenses paid to third parties and incurred in connection therewith,
         (ii) all taxes required to be paid or accrued as a consequence of such
         disposition, (iii) all amounts applied to repayment of Indebtedness
         (other than the Obligations) secured by a Lien on the asset or property
         disposed and (iv) all amounts reinvested by the Borrower or a
         Subsidiary substantially contemporaneously with such disposition (or to
         be invested within 90 days pursuant to an investment plan approved by
         the Agent) in replacement assets of substantially equal or greater
         value and utility.

                  "Non-Equity Cost of Acquisition" means, with respect to any
         Acquisition, as at the date of entering into any agreement therefor,
         the sum of the following (without duplication): (i) the amount of any
         cash and fair market value of other property (excluding the unpaid
         principal amount of any debt instrument) given as consideration, (ii)
         the payoff or redemption amount of any Indebtedness incurred, assumed
         or acquired by the Borrower or any Subsidiary in connection with such
         Acquisition, (iii) all additional purchase price amounts in the form of
         earnouts and other contingent obligations that should be recorded on
         the financial statements of the Borrower and its Subsidiaries in
         accordance with GAAP, (iv) all amounts paid in respect of covenants not
         to compete, consulting agreements that should be recorded on financial
         statements of the Borrower and its Subsidiaries in accordance with
         GAAP, and other affiliated contracts in connection with such
         Acquisition, and (v) out of pocket transaction costs for the services
         and expenses of attorneys, accountants and other consultants incurred
         in effecting such transaction, and other similar transaction costs so
         incurred.


                                       22
<PAGE>   29
                  "Notes" means, collectively, the Revolving Notes, the Term
         Notes and the Swing Line Note.

                  "Obligations" means the obligations, liabilities and
         Indebtedness of the Borrower with respect to (i) the principal and
         interest on the Loans as evidenced by the Notes, (ii) the Reimbursement
         Obligations and otherwise in respect of the Letters of Credit, (iii)
         all liabilities of Borrower to any Lender (or any affiliate of any
         Lender) which arise under a Swap Agreement, and (iv) the payment and
         performance of all other obligations, liabilities and Indebtedness of
         the Borrower to the Lenders or their affiliates (including the Issuing
         Bank), the Agent or BAS hereunder, under any one or more of the other
         Loan Documents or with respect to the Loans.

                  "Operating Documents" means with respect to any corporation,
         limited liability company, partnership, limited partnership, limited
         liability partnership or other legally authorized incorporated or
         unincorporated entity, the bylaws, operating agreement, partnership
         agreement, limited partnership agreement or other applicable documents
         relating to the operation, governance or management of such entity.

                  "Organizational Action" means with respect to any corporation,
         limited liability company, partnership, limited partnership, limited
         liability partnership or other legally authorized incorporated or
         unincorporated entity, any corporate, organizational or partnership
         action (including any required shareholder, member or partner action),
         or other similar official action, as applicable, taken by such entity.

                  "Organizational Documents" means with respect to any
         corporation, limited liability company, partnership, limited
         partnership, limited liability partnership or other legally authorized
         incorporated or unincorporated entity, the articles of incorporation,
         certificate of incorporation, articles of organization, certificate of
         limited partnership or other applicable organizational or charter
         documents relating to the creation of such entity.

                  "Outstandings" means, collectively, at any date, all Revolving
         Credit Outstandings, Term Loan Outstandings, Letter of Credit
         Outstandings and Swing Line Outstandings and on such date.

                  "Participation" means, (i) with respect to any Lender (other
         than the Issuing Bank) and a Letter of Credit, the extension of credit
         represented by the participation of such Lender hereunder in the
         liability of the Issuing Bank in respect of a Letter of Credit issued
         by the Issuing Bank in accordance with the terms hereof, and (ii) with
         respect to any Lender (other than the Swing Line Lender) and a Swing
         Line Loan, the extension of credit represented by the participation of
         such Lender hereunder in the liability of the Swing Line Lender in
         respect of a Swing Line Loan made by the Swing Line Lender in
         accordance with the terms hereof.

                  "PBGC" means the Pension Benefit Guaranty Corporation and any
         successor thereto.


                                       23
<PAGE>   30
                  "Pension Plan" means any employee pension benefit plan within
         the meaning of Section 3(2) of ERISA, other than a Multiemployer Plan,
         which is subject to the provisions of Title IV of ERISA or Section 412
         of the Code and which (i) is maintained for employees of the Borrower
         or any of its ERISA Affiliates or is assumed by the Borrower or any of
         its ERISA Affiliates in connection with any Acquisition or (ii) has at
         any time been maintained for the employees of the Borrower or any
         current or former ERISA Affiliate.

                  "Permitted Liens" has the meaning given to such term in
         Section 10.4.

                  "Person" means an individual, partnership, corporation,
         limited liability company, limited liability partnership, trust,
         unincorporated organization, association, joint venture or a government
         or agency or political subdivision thereof.

                  "Pledge Agreement" means, collectively (or individually as the
         context may indicate), (i) that certain Securities Pledge Agreement
         dated as of May 31, 2000 between the Borrower and the Agent for the
         benefit of the Agent and the Lenders, (ii) that certain Securities
         Pledge Agreement dated as of May 31, 2000 among UTI Acquisition Corp.,
         UTI Corporation and the Agent for the benefit of the Lenders, (iii) any
         additional Securities Pledge Agreement delivered to the Agent pursuant
         to Section 5.1 and 9.19, and (iv) with respect to any Subsidiary
         Securities issued by a Direct Foreign Subsidiary, any additional or
         substitute charge, agreement, document, instrument or conveyance, in
         form and substance acceptable to the Agent, conferring under applicable
         foreign law upon the Agent for the benefit of the Agent and the Lenders
         a Lien upon such Subsidiary Securities as are owned by the Borrower or
         any Domestic Subsidiary, in each case as hereafter amended,
         supplemented (including by Pledge Agreement Supplement) or amended and
         restated from time to time.

                  "Pledge Agreement Supplement" means, with respect to each
         Pledge Agreement, the Pledge Agreement Supplement in the form affixed
         as an Exhibit to such Pledge Agreement.

                  "Pledged Interests" means the Borrower's capital stock and the
         Subsidiary Securities required to be pledged as Collateral pursuant to
         Article V or the terms of any Pledge Agreement.


                                       24
<PAGE>   31
                  "Pricing Grid" means:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                         Applicable                    Applicable
                         Margin for                    Margin for
                         Eurodollar      Applicable    Base Rate
                         Rate Loans      Margin for    Loans that     Applicable
                          that are       Eurodollar       are         Margin for
                          Revolving      Rate Loans    Revolving      Base Rate     Applicable     Applicable
                          Loans, or       that are      Loans or      Loans that      Fee for    Commitment Fee
        Consolidated     Segments of    Segments of   Segments of    are Segments   Letters of    for Revolving
Tier   Leverage Ratio    Term Loan A    Term Loan B   Term Loan A   of Term Loan B    Credit          Loans
---------------------------------------------------------------------------------------------------------------
<S>    <C>               <C>            <C>           <C>           <C>             <C>          <C>
  I    Less than 1.50       2.00%          2.50%         1.00%          1.50%          2.00%         .375%
---------------------------------------------------------------------------------------------------------------
 II    Greater than         2.25%          2.75%         1.25%          1.75%          2.25%          .50%
       or equal to
       1.50 to 1.00
       and less than
       2.25 to 1.00
---------------------------------------------------------------------------------------------------------------
 III   Greater than         2.50%          3.00%         1.50%          2.00%          2.50%          .50%
       or equal to
       2.25 to 1.00
       and less than
       2.75 to 1.00
---------------------------------------------------------------------------------------------------------------
 IV    Greater than         2.75%          3.25%         1.75%          2.25%          2.75%          .50%
       or equal to
       2.75 to 1.00
---------------------------------------------------------------------------------------------------------------
</TABLE>

The Applicable Margin, Applicable Letter of Credit Fee and Applicable Commitment
Fee shall be established at the end of each fiscal quarter of the Borrower
(each, a "Determination Date"). Any change in the Applicable Margin, Applicable
Letter of Credit Fee or Applicable Commitment Fee following each Determination
Date shall be determined based upon the computations set forth in the
certificate furnished to the Agent pursuant to Section 9.1(a)(ii) and Section
9.1(b)(ii), subject to review and approval of such computations by the Agent,
and shall be effective commencing on the fifth Business Day following the date
such certificate is received until the fifth Business Day following the date on
which a new certificate is delivered or is required to be delivered, whichever
shall first occur; provided however, if the Borrower shall fail to deliver any
such certificate within the time period required by Section 9.1, then the
Applicable Margin, Applicable Letter of Credit Fee and Applicable Commitment Fee
shall be Tier IV from the date such certificate was due until the appropriate
certificate is so delivered. Subject to the provisions of the immediately
preceding sentence, (i) from the Closing Date to the rate change date
immediately following the first Determination Date thereafter, the Applicable
Margin, Applicable Fee for Letters of Credit and Applicable Commitment Fee be
set at Tier ___ and (ii) from the Closing to the date of receipt of the June 30,
2001 compliance certificate of the Borrower, under no circumstances shall the
Applicable Margin, Applicable Fee for Letters of Credit and Applicable
Commitment Fee be set at Tier I, and the lowest tier available to the Borrower
being Tier II during such period.


                                       25
<PAGE>   32

                  "Prime Rate" means the per annum rate of interest established
         from time to time by Bank of America as its prime rate, which rate may
         not be the lowest rate of interest charged by Bank of America to its
         customers.

                  "Principal Office" means the principal office of Bank of
         America, presently located at 101 North Tryon Street, 15th Floor, NC1
         001-15-04, Charlotte, North Carolina 28255, Attention: Agency Services,
         or such other office and address as the Agent may from time to time
         designate.

                  "Rate Hedging Obligations" means, without duplication, any and
         all obligations of the Borrower or any Subsidiary, whether absolute or
         contingent and howsoever and whensoever created, arising, evidenced or
         acquired (including all renewals, extensions and modifications thereof
         and substitutions therefor), under (i) any and all agreements, devices
         or arrangements designed to protect at least one of the parties thereto
         from the fluctuations of interest rates, exchange rates or forward
         rates applicable to such party's assets, liabilities or exchange
         transactions, including, but not limited to, Dollar-denominated or
         cross-currency interest rate exchange agreements, forward currency
         exchange agreements, interest rate cap or collar protection agreements,
         forward rate currency or interest rate options, puts, warrants and
         those commonly known as interest rate "swap" agreements; (ii) all other
         "derivative instruments" as defined in FASB 133 and which are subject
         to the reporting requirements of FASB 133; and (iii) any and all
         cancellations, buybacks, reversals, terminations or assignments of any
         of the foregoing. For purposes of any computation hereunder, each Rate
         Hedging Obligation shall be valued at the Rate Hedge Value thereof.

                  "Rate Hedge Value" means, with respect to each contract,
         instrument or other arrangement creating a Rate Hedging Obligation, the
         net obligations of the Borrower or any Subsidiary thereunder equal to
         the termination value thereof as determined in accordance with its
         provisions (if such Rate Hedging Obligation has been terminated) or the
         mark to market value thereof as determined on the basis of available
         quotations from any recognized dealer in, or from Bloomberg or other
         similar service providing market quotations for, the applicable Rate
         Hedging Obligation (if such Rate Hedging Obligation has not been
         terminated).

                  "Reaffirmation Agreement" means that certain Reaffirmation
         Agreement dated as of the Closing Date by each Guarantor in favor of
         the Agent and the Lenders.

                  "Registrar" means, with respect to any Subsidiary Securities,
         any Person authorized or obligated to maintain records of the
         registration of ownership or transfer of ownership of interests in such
         Subsidiary Securities, and in the event no such Person shall have been
         expressly designated by the related Subsidiary, shall mean (i) as to
         any corporation or limited liability company, its Secretary (or
         comparable official), and (ii) as to any partnership, its general
         partner (or managing general partner if one shall have been appointed).


                                       26
<PAGE>   33

                  "Regulation D" means Regulation D of the Board as the same may
         be amended or supplemented from time to time.

                  "Reimbursement Obligation" shall mean at any time, the
         obligation of the Borrower with respect to any Letter of Credit to
         reimburse the Issuing Bank and the Lenders to the extent of their
         respective Participations (including by the receipt by the Issuing Bank
         of proceeds of Loans pursuant to Section 2.2(c)(iii)) for amounts
         theretofore paid by the Issuing Bank pursuant to a drawing under such
         Letter of Credit.

                  "Required Lenders" means, as of any date, Lenders on such date
         having Credit Exposures (as defined below) aggregating more than 50% of
         the aggregate Credit Exposures of all the Lenders on such date. For
         purposes of the preceding sentence, the amount of the "Credit Exposure"
         of each Lender shall be equal at all times (a) other than following the
         occurrence and during the continuance of an Event of Default, to the
         sum of its Revolving Credit Commitment and Applicable Commitment
         Percentage of Term Loan Outstandings, and (b) following the occurrence
         and during the continuance of an Event of Default, to the sum of (i)
         the amount of such Lender's Applicable Commitment Percentage of Term
         Loan Outstandings plus (ii) the aggregate principal amount of such
         Lender's Applicable Commitment Percentage of Revolving Credit
         Outstandings plus (iii) the amount of such Lender's Applicable
         Commitment Percentage of Letter of Credit Outstandings and Swing Line
         Outstandings; provided that, for the purpose of this definition only,
         (A) if any Lender shall have failed to fund its Applicable Commitment
         Percentage of any Advance, then the Term Loan Commitments or Revolving
         Credit Commitment, as applicable, of such Lender shall be deemed
         reduced by the amount it so failed to fund for so long as such failure
         shall continue and such Lender's Credit Exposure attributable to such
         failure shall be deemed held by any Lender making more than its
         Applicable Commitment Percentage of such Advance to the extent it
         covers such failure, (B) if any Lender shall have failed to pay to the
         Issuing Bank upon demand its Applicable Commitment Percentage of any
         drawing under any Letter of Credit resulting in an outstanding
         Reimbursement Obligation (whether by funding its Participation therein
         or otherwise), such Lender's Credit Exposure attributable to all Letter
         of Credit Outstandings shall be deemed to be held by the Issuing Bank
         until such Lender shall pay such deficiency amount to the Issuing Bank
         together with interest thereon as provided in Section 4.9 and (C) if
         any Lender shall have failed to pay to the Swing Line Lender on demand
         its Applicable Commitment Percentage of any Swing Line Loan (whether by
         funding its Participation therein or otherwise), such Lender's Credit
         Exposure attributable to all Swing Line Outstandings shall be deemed to
         be held by the Swing Line Lender until such Lender shall pay such
         deficiency amount to the Swing Line Lender together with interest
         thereon as provided in Section 4.9.

                  "Reserve Requirement" means, at any time, the maximum rate at
         which reserves (including, without limitation, any marginal, special,
         supplemental, or emergency reserves) are required to be maintained
         under regulations issued from time to time by the Board (or any
         successor) by member banks of the Federal Reserve System against
         "Eurocurrency liabilities" (as such term is used in Regulation D).
         Without limiting the effect of the foregoing, the Reserve Requirement
         shall reflect any other reserves required


                                       27
<PAGE>   34

         to be maintained by such member banks with respect to (i) any category
         of liabilities which includes deposits by reference to which the
         Eurodollar Rate is to be determined, or (ii) any category of extensions
         of credit or other assets which include Eurodollar Rate Loans. The
         Eurodollar Rate shall be adjusted automatically on and as of the
         effective date of any change in the Reserve Requirement.

                  "Restricted Payment" means (a) any dividend or other
         distribution, direct or indirect, on account of any shares of any class
         of stock or securities of Borrower or any Subsidiary Securities of its
         Subsidiaries (other than those payable or distributable solely to the
         Borrower or a Subsidiary of the Borrower) now or hereafter outstanding,
         except a dividend payable solely in shares of a class of stock or
         securities to the holders of that class; (b) any redemption,
         conversion, exchange, retirement or similar payment, purchase or other
         acquisition for value, direct or indirect, of any shares of any class
         of stock or securities of Borrower or any Subsidiary Securities of its
         Subsidiaries (other than those payable or distributable solely to the
         Borrower) now or hereafter outstanding; (c) any payment made to retire,
         or to obtain the surrender of, any outstanding warrants, options or
         other rights to acquire shares of any class of stock of Borrower or any
         Subsidiary Securities of its Subsidiaries now or hereafter outstanding;
         and (d) any issuance and sale of Subsidiary Securities of any
         Subsidiary of the Borrower (or any option, warrant or right to acquire
         such stock) other than to the Borrower.

                  "Revolving Credit Commitment" means, with respect to each
         Lender, the obligation of such Lender to make Revolving Loans to the
         Borrower up to an aggregate principal amount at any one time
         outstanding equal to such Lender's Applicable Commitment Percentage of
         the Total Revolving Credit Commitment.

                  "Revolving Credit Facility" means the facility described in
         Section 2.2 hereof providing for Loans to the Borrower by the Lenders
         in the aggregate principal amount of the Total Revolving Credit
         Commitment.

                  "Revolving Credit Outstandings" means, as of any date of
         determination, the aggregate principal amount of all Revolving Loans
         then outstanding.

                  "Revolving Credit Termination Date" means (i) the Stated
         Revolving Credit Termination Date or (ii) such earlier date of
         termination of Lenders' obligations pursuant to Section 11.1 upon the
         occurrence of an Event of Default, or (iii) such date as the Borrower
         may voluntarily and permanently terminate the Revolving Credit Facility
         by payment in full of all Revolving Credit Outstandings, Swing Line
         Outstandings and Letter of Credit Outstandings and cancellation of all
         Letters of Credit, together with all accrued and unpaid interest
         thereon.

                  "Revolving Loan" means any borrowing pursuant to an Advance
         under the Revolving Credit Facility in accordance with Section 2.2.

                  "Revolving Notes" means, collectively, the promissory notes of
         the Borrower evidencing Revolving Loans executed and delivered to the
         Lenders as provided in


                                       28
<PAGE>   35

         Section 2.5 substantially in the form of Exhibit F-1, with appropriate
         insertions as to amounts, dates and names of Lenders.

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

                  "Security Agreement" means, collectively (or individually as
         the context may indicate), (i) the Security Agreement dated as of May
         31, 2000 by MDMI Holdings, Inc., the Borrower and its Domestic
         Subsidiaries (other than the FSC Subsidiary) to the Agent, and (ii) any
         additional Security Agreement delivered to the Agent pursuant to
         Section 9.19, as hereafter modified, amended or supplemented from time
         to time.

                  "Security Instruments" means, collectively, the Pledge
         Agreement, the Security Agreement, the IP Security Agreement, the
         Mortgages, the Mortgage Support Documents, and all other agreements
         (including control agreements), instruments and other documents,
         whether now existing or hereafter in effect, pursuant to which the
         Borrower or any Subsidiary shall grant or convey to the Agent or the
         Lenders a Lien in, or any other Person shall acknowledge any such Lien
         in, property as security for all or any portion of the Obligations, as
         any of them may be amended, modified or supplemented from time to time.

                  "Segment" means a portion of either of the Term Loans (or all
         thereof) with respect to which a particular interest rate is (or is
         proposed to be) applicable.

                  "Solvent" means, when used with respect to any Person, that at
         the time of determination:

                           (a) the fair value of its assets (both at fair
                  valuation and at present fair saleable value on an orderly
                  basis) is in excess of the total amount of its liabilities,
                  including Contingent Obligations; and

                           (b) it is then able and expects to be able to pay its
                  debts as they mature; and

                           (c) it has capital sufficient to carry on its
                  business as conducted and as proposed to be conducted.

                  "Spot Rate of Exchange" means, in determining the foreign
         currency equivalent amount as of any date, the spot exchange rate
         determined by the Agent in accordance with its usual procedures for the
         purchase by the Agent of such foreign currency with Dollars at
         approximately 10:00 A.M. on such date.

                  "Stated Revolving Credit Termination Date" means
         [____________], 2006, or such later date as the parties may agree
         pursuant to Section 2.2(f).


                                       29
<PAGE>   36

                  "Subsidiary" means any corporation or other entity in which
         more than 50% of its outstanding Voting Securities or more than 50% of
         all equity interests is owned directly or indirectly by the Borrower.

                  "Subsidiary Securities" means the shares of capital stock or
         the other equity interests issued by or equity participations in any
         Subsidiary, whether or not constituting a "security" under Article 8 of
         the Uniform Commercial Code as in effect in any jurisdiction.

                  "Swap Agreement" means one or more agreements between the
         Borrower and any Person with respect to Indebtedness evidenced by any
         or all of the Notes, on terms mutually acceptable to Borrower and such
         Person and approved by the Required Lenders, which agreements create
         Rate Hedging Obligations; provided, however, that no such approval of
         the Lenders shall be required to the extent such agreements are entered
         into between the Borrower and any Lender or any affiliate of any
         Lender.

                  "Swing Line" means the revolving line of credit established by
         the Swing Line Lender in favor of the Borrower pursuant to Section 2.6.

                  "Swing Line Lender" means Bank of America as provider of Swing
         Line Loans under Section 2.6.

                  "Swing Line Loans" means loans made by the Swing Line Lender
         to the Borrower pursuant to Section 2.6.

                  "Swing Line Note" means the promissory note of the Borrower
         evidencing the Swing Line executed and delivered to the Swing Line
         Lender as provided in Section 2.5 substantially in the form of Exhibit
         F-4.

                  "Swing Line Outstandings" means, as of any date of
         determination, the aggregate principal amount of all Swing Line Loans
         then outstanding.

                  "Synthetic Lease Obligations" means all monetary obligations
         of a lessee under any tax retention or other synthetic leases which is
         treated as an operating lease under GAAP but the liabilities under
         which are or would be characterized as indebtedness of such Person for
         tax purposes or upon the insolvency of such Person. The amount of
         Synthetic Lease Obligations in respect of any synthetic lease at any
         date of determination thereof shall be equal to the aggregate purchase
         price of any property subject to such lease less the aggregate amount
         of payments of rent theretofore made which reduce the lessee's
         obligations under such synthetic lease and which are not the financial
         equivalent.

                  "Term Loans" means each of the Term Loan A and Term Loan B, as
         the case may be.

                  "Term Loan A" means the loan made pursuant to the Term Loan A
         Facility.


                                       30
<PAGE>   37

                  "Term Loan A Commitment" means, with respect to each Lender,
         the obligation of a Term Loan A Lender to make available the Term Loan
         A to the Borrower in a principal amount equal to such Term Loan A
         Lender's Applicable Commitment Percentage of the Total Term Loan A
         Commitment, as set forth in Exhibit A hereto.

                  "Term Loan A Facility" means the facility described in Section
         2.1 hereof providing for a Term Loan to the Borrower by the Lenders in
         an aggregate principal amount of $35,000,000.

                  "Term Loan A Maturity Date" means February 2, 2006.

                  "Term Loan A Outstandings" means, as of any date of
         calculation thereof, the principal amount of Term Loan A then
         outstanding.

                  "Term Loan A Termination Date" means (i) the Term Loan A
         Maturity Date or (ii) such earlier date of termination of a Term Loan A
         Lenders' obligations pursuant to Section 11.1 hereof upon the
         occurrence of an Event of Default or (iii) such date as the Borrower
         may voluntarily and permanently terminate the applicable Term Loan A
         Facility by payment in full of all Obligations incurred in connection
         with such Term Loan A.

                  "Term Loan B" means the loan made pursuant to the Term Loan B
         Facility.

                  "Term Loan B Commitment" means, with respect to each Lender,
         the obligation of a Term Loan B Lender to make available the Term Loan
         B to the Borrower in a principal amount equal to such Term Loan B
         Lender's Applicable Commitment Percentage of the Total Term Loan B
         Commitment, as set forth in Exhibit A hereto.

                  "Term Loan B Facility" means the facility described in Section
         2.1 hereof providing for the Term Loan to the Borrower in an aggregate
         principal amount of $30,000,000.

                  "Term Loan B Maturity Date" means February 2, 2007.

                  "Term Loan B Outstandings" means, as of any date of
         calculation thereof, the principal amount of Term Loan B then
         outstanding.

                  "Term Loan B Termination Date" means (i) the Term Loan B
         Maturity Date or (ii) such earlier date of termination of a Term Loan B
         Lender's obligations pursuant to Section 11.1 hereof upon the
         occurrence of an Event of Default or (iii) such date as the Borrower
         may voluntarily and permanently terminate the applicable Term Loan B
         Facility by payment in full of all Obligations incurred in connection
         with such Term Loan B.

                  "Term Loan Commitments" means each lender's Term Loan A
         Commitment and Term Loan B Commitment.


                                       31
<PAGE>   38

                  "Term Loan Facilities" means the Term Loan A Facility and the
         Term Loan B Facility.

                  "Term Loan Outstandings" means the sum of all Term Loan A
         Outstandings and all Term Loan B Outstandings.

                  "Term Loan Termination Date" means the date upon which each of
         the Term Loan A Termination Date and the Term Loan B Termination shall
         have occurred.

                  "Term Notes" means, collectively, the Term A Notes and the
         Term B Notes.

                  "Term A Notes" means, collectively, the promissory notes of
         the Borrower evidencing Term Loan A executed and delivered to the Term
         Loan A Lenders as provided in Section 2.5 hereof substantially in the
         form of Exhibit F-2 hereto, with appropriate insertions as to amounts,
         dates and names of Term Loan A Lenders.

                  "Term B Notes" means, collectively, the promissory notes of
         the Borrower evidencing Term Loan B executed and delivered to the Term
         Loan B Lenders as provided in Section 2.5 hereof substantially in the
         form of Exhibit F-3 hereto, with appropriate insertions as to amounts,
         dates and names of Term Loan B Lenders.

                  "Termination Event" means: (i) a "Reportable Event" described
         in Section 4043 of ERISA and the regulations issued thereunder (unless
         the notice requirement has been waived by applicable regulation); or
         (ii) the withdrawal of the Borrower or any ERISA Affiliate from a
         Pension Plan during a plan year in which it was a "substantial
         employer" as defined in Section 4001(a)(2) of ERISA or was deemed such
         under Section 4062(e) of ERISA; or (iii) the termination of a Pension
         Plan, the filing of a notice of intent to terminate a Pension Plan or
         the treatment of a Pension Plan amendment as a termination under
         Section 4041 of ERISA; or (iv) the institution of proceedings to
         terminate a Pension Plan by the PBGC; or (v) any other event or
         condition which would constitute grounds under Section 4042(a) of ERISA
         for the termination of, or the appointment of a trustee to administer,
         any Pension Plan; or (vi) the partial or complete withdrawal of the
         Borrower or any ERISA Affiliate from a Multiemployer Plan; or (vii) the
         imposition of a Lien pursuant to Section 412 of the Code or Section 302
         of ERISA; or (viii) any event or condition which results in the
         reorganization or insolvency of a Multiemployer Plan under Section 4241
         or Section 4245 of ERISA, respectively; or (ix) any event or condition
         which results in the termination of a Multiemployer Plan under Section
         4041A of ERISA or the institution by the PBGC of proceedings to
         terminate a Multiemployer Plan under Section 4042 of ERISA; or (x) any
         event or condition with respect to any Employee Benefit Plan which is
         regulated by any Foreign Benefit Law that results in the termination of
         such Employee Benefit Plan or the revocation of such Employee Benefit
         Plan's authority to operate under the applicable Foreign Benefit Law.

                  "Title Policy" means, with respect to each Mortgaged Property,
         the mortgagee title insurance policy (together with such endorsements
         as the Agent may reasonably


                                       32
<PAGE>   39

         require) issued to the Agent in respect of such Mortgaged Property by
         an insurer selected by the Borrower and reasonably acceptable to the
         Agent, insuring (in an amount satisfactory to the Agent) the Lien of
         the Agent for the benefit of the Lenders on such Mortgaged Property to
         be duly perfected and of first priority, subject only to such
         exceptions as shall be acceptable to the Agent.

                  "Total Letter of Credit Commitment" means an amount not to
         exceed $5,000,000.

                  "Total Cost of Acquisition" means, with respect to any
         Acquisition, as at the date of entering into any agreement therefor,
         the sum of the following (without duplication): the Non-Equity Cost of
         Acquisition plus the value of the capital stock, warrants or options to
         acquire capital stock of Borrower or any Subsidiary to be transferred
         in connection therewith. For purposes of determining the Total Cost of
         Acquisition for any transaction, (A) the capital stock of the Borrower,
         and the capital stock of any Subsidiary whose shares are designated as
         national market system securities by the National Association of
         Securities Dealers, Inc. ("NASDAQ") or are listed on a national
         securities exchange, shall be valued at the [weighted] average closing
         price reported on the NASDAQ system or such other national securities
         exchange over a period of thirty days prior to the date of announcement
         of such Acquisition, and (B) with respect to any Acquisition
         accomplished pursuant to the exercise of options or warrants or the
         conversion of securities, the Total Cost of Acquisition shall include
         both the cost of acquiring such option, warrant or convertible security
         as well as the cost of exercise or conversion.

                  "Total Revolving Credit Commitment" means an aggregate
         principal amount equal to $35,000,000, as reduced from time to time in
         accordance with Section 2.2(e).

                  "Total Term Loan A Commitment" means an aggregate principal
         amount equal to $35,000,000.

                  "Total Term Loan B Commitment" means an aggregate principal
         amount equal to $30,000,000.

                  "Total Term Loan Commitment" means the Total Term Loan A
         Commitment and the Total Term Loan B Commitment.

                  "Type" shall mean any type of Loan (i.e., a Base Rate Loan or
         a Eurodollar Rate Loan).

                  "UCC" has the meaning given to such term in Section 1.2(b).

                  "UTI Acquisition" means the acquisition of all of the capital
         stock of UTI by UTI Acquisition Corp. pursuant to the UTI Acquisition
         Documents.

                  "UTI Acquisition Documents" means that certain Share Purchase
         Agreement dated as of May 31, 2000 by and between the UTI Acquisition
         Corp., UTI and the Seller,


                                       33
<PAGE>   40

         together with other principal documents evidencing the UTI Acquisition,
         all in form and substance acceptable to the Agent.

                  "Voting Securities" means shares of capital stock issued by a
         corporation, or equivalent interests in any other Person, the holders
         of which are ordinarily, in the absence of contingencies, entitled to
         vote for the election of directors (or persons performing similar
         functions) of such Person, even if the right so to vote has been
         suspended by the happening of such a contingency.

         1.3      Rules of Interpretation.

                  (a) All accounting terms not specifically defined herein shall
         have the meanings assigned to such terms and shall be interpreted in
         accordance with GAAP applied on a Consistent Basis.

                  (b) Each term defined in Articles 1, 8 or 9 of the New York
         Uniform Commercial Code (the "UCC") shall have the meaning given
         therein unless otherwise defined herein, except to the extent that the
         Uniform Commercial Code of another jurisdiction is controlling, in
         which case such terms shall have the meaning given in the Uniform
         Commercial Code of the applicable jurisdiction.

                  (c) The headings, subheadings and table of contents used
         herein or in any other Loan Document are solely for convenience of
         reference and shall not constitute a part of any such document or
         affect the meaning, construction or effect of any provision thereof.

                  (d) Except as otherwise expressly provided, references in any
         Loan Document to articles, sections, paragraphs, clauses, annexes,
         appendices, exhibits and schedules are references to articles,
         sections, paragraphs, clauses, annexes, appendices, exhibits and
         schedules in or to such Loan Document.

                  (e) All definitions set forth herein or in any other Loan
         Document shall apply to the singular as well as the plural form of such
         defined term, and all references to the masculine gender shall include
         reference to the feminine or neuter gender, and vice versa, as the
         context may require.

                  (f) When used herein or in any other Loan Document, words such
         as "hereunder," "hereto," "hereof" and "herein" and other words of like
         import shall, unless the context clearly indicates to the contrary,
         refer to the whole of the applicable document and not to any particular
         article, section, subsection, paragraph or clause thereof.

                  (g) References to "including" means including without limiting
         the generality of any description preceding such term, and such term
         shall not limit a general statement to matters similar to those
         specifically mentioned.


                                       34
<PAGE>   41

                  (h) Except as otherwise expressly provided, all dates and
         times of day specified herein shall refer to such dates and times at
         Charlotte, North Carolina.

                  (i) Whenever interest rates or fees are established in whole
         or in part by reference to a numerical percentage expressed as "___%,"
         such arithmetic expression shall be interpreted in accordance with the
         convention that 1% = 100 basis points.

                  (j) Each of the parties to the Loan Documents and their
         counsel have reviewed and revised, or requested (or had the opportunity
         to request) revisions to, the Loan Documents, and any rule of
         construction that ambiguities are to be resolved against the drafting
         party shall be inapplicable in the construing and interpretation of the
         Loan Documents and all exhibits, schedules and appendices thereto.

                  (k) Any reference to an officer of the Borrower or any other
         Person by reference to the title of such officer shall be deemed to
         refer to each other officer of such Person, however titled, exercising
         the same or substantially similar functions.

                  (l) All references to any agreement or document as amended,
         modified or supplemented, or words of similar effect, shall mean such
         document or agreement, as the case may be, as amended, modified or
         supplemented from time to time only as and to the extent permitted
         therein and in the Loan Documents.

         1.4      Accounting for Acquisitions.

         With respect to any Acquisition consummated prior to the Facility
Termination Date, the following shall apply:

                  (a) With respect to the UTI Acquisition and the ATM
         Acquisition, for each of the four Four-Quarter Periods ending next
         following the date of each such Acquisition, Consolidated EBITDA of
         the Borrower shall be deemed to refer to Adjusted Consolidated EBITDA
         for all purposes hereunder;

                  (b) As to each Acquisition for each of the four Four-Quarter
         Periods ending next following the date of such Acquisition,
         Consolidated EBITDA shall include the results of operations of the
         Person or assets so acquired on a historical pro forma basis as if such
         Acquisition had been consummated as a "pooling of interests," and which
         amounts may include such adjustments as are permitted under Regulation
         S-X of the Securities and Exchange Commission or reasonably
         satisfactory to the Agent, all such pro forma results of operations and
         adjustments for such four Four Quarter Periods being set forth on a
         certificate of the Borrower, in the form of Exhibit M hereto, delivered
         on or prior to the date of such Acquisition and approved by the Agent
         and the Lenders in their sole discretion;

                  (c) For each of the four Four-Quarter Periods ending next
         following the date of each Acquisition, Consolidated Fixed Charges
         shall include the results of operations of the Person or assets so
         acquired, which amounts shall be determined on a historical pro


                                       35
<PAGE>   42

         forma basis as if such Acquisition had been consummated as a "pooling
         of interests;" provided, however, Consolidated Interest Expense shall
         be adjusted on a historical pro forma basis to (i) eliminate interest
         expense accrued during such period on any Indebtedness repaid in
         connection with such Acquisition and (ii) include interest expense on
         any Indebtedness (including Indebtedness hereunder) incurred, acquired
         or assumed in connection with such Acquisition ("Incremental Debt")
         calculated (x) as if all such Incremental Debt had been incurred as of
         the first day of such Four-Quarter Period and (y) at the following
         interest rates: (I) for all periods subsequent to the date of the
         Acquisition and for Incremental Debt assumed or acquired in the
         Acquisition and in effect prior to the date of Acquisition, at the
         actual rates of interest applicable thereto, and (II) for all periods
         prior to the actual incurrence of such Incremental Debt, equal to the
         average daily rate of interest actually applicable to such Incremental
         Debt hereunder or under other financing documents applicable thereto as
         at the end of each affected Four-Quarter Period, as the case may be.

         1.5 Accounting for Derivatives. In making any computation or
determining any amount by reference to any item appearing on the balance sheet
or other financial statement of the Borrower and its Subsidiaries, all
adjustments to such computation or amount resulting from the application of FASB
133 shall be disregarded.


                                       36
<PAGE>   43

                                   ARTICLE II

                              The Credit Facilities

2.1      Term Loans.

     (a) Funding. Subject to the terms and conditions of this Agreement, each
Lender severally agrees to make an Advance of the Term Loan A and Term Loan B to
the Borrower on the Closing Date on a pro rata basis determined by its
Applicable Commitment Percentage up to the Term Loan A Commitment and Term Loan
B Commitment of such Lender. The principal amount of each Segment of the Term
Loans outstanding hereunder from time to time shall bear interest and the Term
Loans shall be repayable as herein provided. No amount of the Term Loans repaid
or prepaid by the Borrower may be reborrowed hereunder, and no subsequent
Advances of Term Loans amounts shall be made by any Lender after the initial
such Advance.

     (b) Term Loan Advance. Not later than 1:00 P.M., on the Closing Date, each
Lender shall, pursuant to the terms and subject to the conditions of this
Agreement, make the amount of the Term Loan A and Term Loan B Advance to be made
by it on such day available by wire transfer to the Agent in the amount of its
Term Loan A Commitment and Term Loan B Commitment. Such wire transfer shall be
directed to the Agent at the Principal Office and shall be in the form of
immediately available, freely transferable Dollars. The amount so received by
the Agent shall, subject to the terms and conditions of this Agreement, be made
available to the Borrower by delivery of the proceeds thereof to the Borrower's
Account or otherwise as shall be directed by the Authorized Representative and
reasonably acceptable to the Agent.

     (c) Payment of Principal.

          (i) The principal amount of Term Loan A shall be repaid in twenty (20)
     consecutive quarterly installments on the dates and in the amounts set
     forth below:

<TABLE>
<CAPTION>
               Date                          Amount
           -----------                    ----------
          <S>                             <C>
          June 30, 2001                   $1,250,000
          September 30, 2001              $1,250,000
          December 31, 2001               $1,250,000
          March 31, 2002                  $1,250,000
          June 30, 2002                   $1,500,000
          September 30, 2002              $1,500,000
          December 31, 2002               $1,500,000
          March 31, 2003                  $1,500,000
          June 30, 2003                   $1,750,000
          September 30, 2003              $1,750,000

</TABLE>


                                       37
<PAGE>   44

<TABLE>
<S>                                                                             <C>
                           December 31, 2003                                    $1,750,000
                           March 31, 2004                                       $1,750,000
                           June 30, 2004                                        $2,000,000
                           September 30, 2004                                   $2,000,000
                           December 31, 2004                                    $2,000,000
                           March 31, 2005                                       $2,000,000
                           June 30, 2005                                        $2,250,000
                           September 30, 2005                                   $2,250,000
                           December 31, 2005                                    $2,250,000
                           [_________], 2006                                    All remaining
                                                                                principal outstanding
</TABLE>

                           (ii) The principal amount of Term Loan B shall be
                  repaid in twenty-four (24) installments consisting of twenty
                  (20) consecutive quarterly installments in the amount of
                  $75,000 commencing June 30, 2001 and continuing on the last
                  day of each September, December, March and June thereafter,
                  followed by three (3) consecutive quarterly installments in
                  the amount of $7,125,000 on June 30, 2006, September 30, 2006
                  and December 31, 2006, with a final twenty fourth (24)
                  installment in the amount of all remaining principal
                  outstanding on ____________, 2007.

                           (iii) Notwithstanding the foregoing, the entire
                  amount of Term Loan A Outstandings shall be due and payable in
                  full on the Term Loan A Termination Date and the entire
                  principal amount of Term Loan B shall be due and payable in
                  full on the Term Loan B Termination Date.

                  (d) Optional Prepayments. The Borrower may prepay the Term
         Loans in whole or in part from time to time on any Business Day,
         without penalty or premium, upon at least three (3) Business Days'
         telephonic notice from an Authorized Representative (effective upon
         receipt) to the Agent prior to 10:30 A.M., which notice shall be
         irrevocable. The Authorized Representative shall provide the Agent
         written confirmation of each such telephonic notice but failure to
         provide such confirmation shall not affect the validity of such
         telephonic notice. Any prepayment, whether of a Base Rate Segment or a
         Eurodollar Rate Segment, shall be made at a prepayment price equal to
         (i) the amount of principal to be prepaid, plus (ii) all accrued and
         unpaid interest on the amount so prepaid, to the date of prepayment.
         All prepayments under this Section 2.1(d) shall be made in the minimum
         principal amount of $1,000,000 or any integral multiple of $250,000 in
         excess thereof (or in the entire remaining principal balance of the
         applicable Term Loan), and all such prepayments of principal shall be
         applied pro rata to the Term Loans and to installments of principal in
         inverse order of their maturities.

                  (e) Mandatory Prepayments. In addition to the required
         payments of principal of the Term Loan set forth in Section 2.1(c) and
         any optional payments of principal of the Term Loan effected under
         Section 2.1(d), the Borrower shall make the following required


                                       38
<PAGE>   45

         prepayments of the Term Loan, each such payment to be made to the Agent
         for the benefit of the Lenders within the time period specified below:

                           (i) The Borrower shall make, or shall cause each
                  applicable Subsidiary to make, a prepayment from the proceeds
                  of (A) each private or public offering of equity securities of
                  the Borrower or any Subsidiary (other than equity issued in
                  connection with the IPO or any Acquisition permitted hereunder
                  and equity securities issued to the Borrower or another
                  Subsidiary) in an amount equal to fifty percent (50%) of the
                  Net Proceeds of each issuance of equity securities of the
                  Borrower or any Subsidiary (including without limitation any
                  security not constituting Indebtedness exchangeable,
                  exercisable or convertible for or into equity securities), and
                  (B) each Asset Disposition permitted under Section 10.6(g) in
                  an amount equal to one hundred percent (100%) of the Net
                  Proceeds of such Asset Disposition, each such prepayment to be
                  made within ten (10) Business Days of receipt of such proceeds
                  and upon not less than five (5) Business Days' written notice
                  to the Agent, which notice shall include a certificate of an
                  Authorized Representative setting forth in reasonable detail
                  the calculations utilized in computing the amount of such
                  prepayment;

                           (ii) The Borrower shall make, or shall cause each
                  applicable Subsidiary to make, an annual prepayment in an
                  amount equal to fifty percent (50%) of Excess Cash Flow as at
                  the end of each Fiscal Year of Borrower, each such prepayment
                  to be made on the date financial statements of the Borrower
                  and its Subsidiaries for such Fiscal Year are required to be
                  delivered (or if earlier, the date such financial statements
                  are delivered) pursuant to Section 9.1, which payment shall be
                  accompanied by a certificate of an Authorized Representative
                  (which may be incorporated within the certificate regarding
                  compliance with certain covenants otherwise required to be
                  delivered under Section 9.1) setting forth in reasonable
                  detail the calculations utilized in computing Excess Cash Flow
                  and the amount of such prepayment; provided, however, that the
                  annual prepayment from Excess Cash Flow described herein shall
                  not be due for any Fiscal Year for which the Consolidated
                  Leverage Ratio as of the end of such Fiscal Year (as set forth
                  in such financial statements) is 1.50 to 1.00 or less.

         All mandatory prepayments made pursuant to this Section 2.1(e) shall be
         applied pro rata to the Term Loans and ratably to all installments of
         principal (as adjusted to give effect to any prior payments or
         prepayments of principal). If all Term Loan Outstandings have been paid
         in full, the mandatory prepayments required hereunder shall be applied
         to reduce Revolving Credit Outstandings (but not the Total Revolving
         Credit Commitment except with respect to prepayments made pursuant to
         subsection 2.1(e)(i)(B)), if any.

         2.2      Revolving Loans.

                  (a) Commitment. Subject to the terms and conditions of this
         Agreement, each Lender severally agrees to make Advances to the
         Borrower under the Revolving Credit Facility from time to time from the
         Closing Date until the Revolving Credit Termination


                                       39
<PAGE>   46

         Date on a pro rata basis as to the total borrowing requested by the
         Borrower on any day determined by such Lender's Applicable Commitment
         Percentage up to but not exceeding the Revolving Credit Commitment of
         such Lender, provided, however, that the Lenders will not be required
         and shall have no obligation to make any such Advance (i) so long as a
         Default or an Event of Default has occurred and is continuing or (ii)
         if the Agent has accelerated the maturity of any of the Notes as a
         result of an Event of Default; provided further, however, that
         immediately after giving effect to each such Advance, the amount of
         Revolving Credit Outstandings plus Letter of Credit Outstandings plus
         Swing Line Outstandings shall not exceed the lesser of (i) the Total
         Revolving Credit Commitment and (ii) the Borrowing Base. Within such
         limits and subject to the other terms and conditions of this Agreement,
         the Borrower may borrow, repay and reborrow under the Revolving Credit
         Facility on a Business Day from the Closing Date until, but (as to
         borrowings and reborrowings) not including, the Revolving Credit
         Termination Date.

                   (b)      Amounts. The amount of Revolving Credit Outstandings
         plus Letter of Credit Outstandings plus Swing Line Outstandings shall
         not exceed at any time the lesser of (i) the Total Revolving Credit
         Commitment and (ii) the Borrowing Base, and, in the event there shall
         be outstanding any such excess, the Borrower shall immediately make
         such payments and prepayments as shall be necessary to comply with this
         restriction. Each Advance under the Revolving Credit Facility, other
         than Base Rate Refunding Loans, shall be in an amount of at least
         $500,000, and, if greater than $500,000, an integral multiple of
         $250,000.

                  (c)      Advances.

                           (i) An Authorized Representative shall give the Agent
                  (1) irrevocable telephonic notice of each Eurodollar Rate Loan
                  (whether representing an additional borrowing or the
                  Continuation of a borrowing hereunder or the Conversion of a
                  borrowing hereunder from a Base Rate Loan to a Eurodollar Rate
                  Loan) prior to 10:30 A.M. on a day at least three (3) Business
                  Days' prior to the date of such proposed Eurodollar Rate Loan
                  and (2) irrevocable telephonic notice of each Base Rate Loan
                  (other than Base Rate Refunding Loans to the extent the same
                  are effected without notice pursuant to Section 2.2(c)(iii)
                  and whether representing an additional borrowing hereunder or
                  the Conversion of borrowing hereunder from Eurodollar Rate
                  Loans to Base Rate Loans) prior to 10:30 A.M. on the day of
                  such proposed Revolving Loan. Each such notice shall be
                  effective upon receipt by the Agent, shall specify the amount
                  of the borrowing, the type of Revolving Loan (Base Rate or
                  Eurodollar Rate), the date of borrowing and, if a Eurodollar
                  Rate Loan, the Interest Period to be used in the computation
                  of interest. The Authorized Representative shall provide the
                  Agent written confirmation of each such telephonic notice in
                  the form of a Borrowing Notice or Interest Rate Selection
                  Notice (as applicable) with appropriate insertions but failure
                  to provide such confirmation shall not affect the validity of
                  such telephonic notice. Notice of receipt of such Borrowing
                  Notice or Interest Rate Selection Notice, as the case may be,
                  together with the amount of each Lender's portion of an
                  Advance requested thereunder, shall be provided by the Agent
                  to each Lender


                                       40
<PAGE>   47

                  by telefacsimile transmission with reasonable promptness, but
                  (provided the Agent shall have received such notice by 10:30
                  A.M.) not later than 1:00 P.M. on the same day as the Agent's
                  receipt of such notice.

                           (ii) Not later than 2:00 P.M. on the date specified
                  for each borrowing under this Section 2.2, each Lender shall,
                  pursuant to the terms and subject to the conditions of this
                  Agreement, make the amount of the Advance or Advances to be
                  made by it on such day available by wire transfer to the Agent
                  in the amount of its pro rata share, determined according to
                  such Lender's Applicable Commitment Percentage of the
                  Revolving Loan or Revolving Loans to be made on such day. Such
                  wire transfer shall be directed to the Agent at the Principal
                  Office and shall be in the form of Dollars constituting
                  immediately available funds. The amount so received by the
                  Agent shall, subject to the terms and conditions of this
                  Agreement, be made available to the Borrower by delivery of
                  the proceeds thereof to the Borrower's Account or otherwise as
                  shall be directed in the applicable Borrowing Notice by the
                  Authorized Representative and reasonably acceptable to the
                  Agent.

                           (iii) Notwithstanding the foregoing, if a drawing is
                  made under any Letter of Credit, such drawing is honored by
                  the Issuing Bank, and the Borrower shall not immediately fully
                  reimburse the Issuing Bank in respect of such drawing from
                  other funds available to the Borrower, (A) provided that the
                  conditions to making a Revolving Loan as herein provided shall
                  then be satisfied, the Reimbursement Obligation arising from
                  such drawing shall be paid to the Issuing Bank by the Agent
                  without the requirement of notice to or from the Borrower from
                  immediately available funds which shall be advanced as a Base
                  Rate Refunding Loan to the Agent at its Principal Office by
                  each Lender under the Revolving Credit Facility in an amount
                  equal to such Lender's Applicable Commitment Percentage of
                  such Reimbursement Obligation, and (B) if the conditions to
                  making a Revolving Loan as herein provided shall not then be
                  satisfied, each of the Lenders shall fund by payment to the
                  Agent (for the benefit of the Issuing Bank) at its Principal
                  Office in immediately available funds the purchase from the
                  Issuing Bank of their respective Participations in the related
                  Reimbursement Obligation based on their respective Applicable
                  Commitment Percentages of the Total Letter of Credit
                  Commitment. If a drawing is presented under any Letter of
                  Credit in accordance with the terms thereof and the Borrower
                  shall not immediately reimburse the Issuing Bank in respect
                  thereof, then notice of such drawing or payment shall be
                  provided promptly by the Issuing Bank to the Agent and the
                  Agent shall provide notice to each Lender by telephone or
                  telefacsimile transmission. If notice to the Lenders of a
                  drawing under any Letter of Credit is given by the Agent at or
                  before 12:00 noon on any Business Day, each Lender shall
                  either make a Base Rate Refunding Loan or fund the purchase of
                  its Participation as specified above in the amount of such
                  Lender's Applicable Commitment Percentage of such drawing or
                  payment and shall pay such amount to the Agent for the account
                  of the Issuing Bank at the Principal Office in Dollars and in
                  immediately available funds before 2:30 P.M. on the same
                  Business Day.


                                       41
<PAGE>   48

                  If such notice to the Lenders is given by the Agent after
                  12:00 noon on any Business Day, each Lender shall either make
                  such Base Rate Refunding Loan or fund such purchase before
                  12:00 noon on the next following Business Day.

                  (d) Repayment of Revolving Loans The principal amount of each
         Revolving Loan shall be due and payable to the Agent for the benefit of
         each Lender in full on the Revolving Credit Termination Date, or
         earlier as specifically provided herein. The principal amount of any
         Revolving Loan may be prepaid in whole or in part on any Business Day,
         upon (A) at least three (3) Business Days' irrevocable telephonic
         notice in the case of each Revolving Loan that is a Eurodollar Rate
         Loan from an Authorized Representative (effective upon receipt) to the
         Agent prior to 10:30 A.M. and (B) irrevocable telephonic notice in the
         case of each Revolving Loan that is a Base Rate Loan from an Authorized
         Representative (effective upon receipt) to the Agent prior to 10:30
         A.M. on the day of such proposed repayment. The Authorized
         Representative shall provide the Agent written confirmation of each
         such telephonic notice but failure to provide such confirmation shall
         not effect the validity of such telephonic notice. All prepayments of
         Revolving Loans made by the Borrower shall be in the amount of
         $1,000,000 or such greater amount which is an integral multiple of
         $250,000, or the amount equal to all Revolving Credit Outstandings, or
         such other amount as necessary to comply with Section 2.2(b).

                  (e) Reductions. The Total Revolving Credit Commitment will be
         automatically reduced by $5,000,000 on each of [_________], 2003 and
         [_________], 2004. In addition, the Borrower shall, by notice from an
         Authorized Representative, have the right from time to time but not
         more frequently than once each calendar month, upon not less than three
         (3) Business Days' written notice to the Agent, effective upon receipt,
         to reduce the Total Revolving Credit Commitment. The Agent shall give
         each Lender, within one (1) Business Day of receipt of such notice,
         telefacsimile notice, or telephonic notice (confirmed in writing), of
         such reduction. Each such reduction shall be in the aggregate amount of
         $1,000,000 or such greater amount which is in an integral multiple of
         $250,000, or the entire remaining Total Revolving Credit Commitment,
         and shall permanently reduce the Total Revolving Credit Commitment.
         Each reduction of the Total Revolving Credit Commitment shall be
         accompanied by payment of the Revolving Loans or Swing Line Loans to
         the extent that the principal amount of Revolving Credit Outstandings
         plus Letter of Credit Outstandings plus Swing Line Outstandings exceeds
         the lesser of (i) the Total Revolving Credit Commitment and (ii) the
         Borrowing Base after giving effect to such reduction, together with
         accrued and unpaid interest on the amounts prepaid.

         2.3      Use of Proceeds.

                  (a) The proceeds of the Term Loans shall be used by the
         Borrower exclusively (i) to refinance certain existing Indebtedness of
         the Borrower and its Subsidiaries; and (ii) to pay fees and expenses
         incurred in connection with the IPO and the other transactions
         contemplated hereunder.


                                       42
<PAGE>   49

                  (b) The proceeds of the Loans made pursuant to the Revolving
         Credit Facility hereunder shall be used by the Borrower for general
         working capital needs and other corporate purposes of the Borrower and
         its Subsidiaries, including the making of Acquisitions, Capital
         Expenditures and, subject to the provisions set forth below, funding
         Earnout Payments permitted hereunder. Proceeds of the Revolving Credit
         Facility may be used to fund Earnout Payments only if (i) the Borrower
         has not less than $7,500,000 in availability under the Revolving Credit
         Facility (calculated by reference to the most recently delivered
         Borrowing Base Certificate) immediately after such Advance; and (ii) no
         Default or Event of Default shall have occurred and be continuing,
         including compliance with Section 10.1, prior to and after giving pro
         forma effect to such Advance.

         2.4      Notes.

                  (a) Revolving Notes. Revolving Loans made by each Lender shall
         be evidenced by the Revolving Note payable to the order of such Lender
         in the respective amount of its Applicable Commitment Percentage of the
         Total Revolving Credit Commitment, which Revolving Note shall be dated
         the Closing Date or a later date pursuant to an Assignment and
         Acceptance and shall be duly completed, executed and delivered by the
         Borrower.

                  (b) Term Notes. The portion of the Term Loans made by each
         Lender shall be evidenced by a Term A Note and a Term B Note, each
         payable to the order of such Lender in the respective amount of its
         Term A Loan Commitment and Term B Loan Commitment, respectively, which
         Term Notes shall be dated the Closing Date or a later date pursuant to
         an Assignment and Acceptance and shall be duly completed, executed and
         delivered by the Borrower.

                  (c) Swing Line Note. The Swing Line Outstandings shall be
         evidenced by a separate Swing Line Note payable to the order of the
         Swing Line Lender in the amount of the Swing Line, which Note shall be
         dated the Closing Date and shall be duly completed, executed and
         delivered by the Borrower.

         2.5      Swing Line.

                  (a) Notwithstanding any other provision of this Agreement to
         the contrary, in order to administer the Revolving Credit Facility in
         an efficient manner and to minimize the transfer of funds between the
         Agent and the Lenders, the Swing Line Lender shall make available Swing
         Line Loans to the Borrower prior to the Revolving Credit Termination
         Date. The Swing Line Lender shall not be obligated to make any Swing
         Line Loan pursuant hereto (i) if to the actual knowledge of the Swing
         Line Lender the Borrower is not in compliance with all the conditions
         to the making of Revolving Loans set forth in this Agreement, (ii) if
         after giving effect to such Swing Line Loan, the Swing Line
         Outstandings exceed $5,000,000, or (iii) if after giving effect to such
         Swing Line Loan, the sum of the Swing Line Outstandings, Revolving
         Credit Outstandings and Letter of Credit Outstandings exceeds the Total
         Revolving Credit Commitment. The Company may, subject to the conditions
         set forth in the preceding sentence, borrow, repay and


                                       43
<PAGE>   50

         reborrow under this Section 2.6. Unless notified to the contrary by the
         Swing Line Lender, borrowings under the Swing Line shall be made in the
         minimum amount of $250,000 or, if greater, in amounts which are
         integral multiples of $100,000, or in the amount necessary to effect a
         Base Rate Refunding Loan, upon written request by telefacsimile
         transmission, effective upon receipt, by an Authorized Representative
         of the Borrower made to the Swing Line Lender not later than 12:30 P.M.
         on the Business Day of the requested borrowing. Each such Borrowing
         Notice shall specify the amount of the borrowing and the date of
         borrowing, and shall be in the form of Exhibit D-2, with appropriate
         insertions. Unless notified to the contrary by the Swing Line Lender,
         each repayment of a Swing Line Loan shall be in an amount which is an
         integral multiple of $100,000 or the aggregate amount of all Swing Line
         Outstandings.

                  (b) The interest payable on Swing Line Loans is solely for the
         account of the Swing Line Lender. Swing Line Loans shall bear interest
         solely at the Base Rate. Swing Line Loans shall accrue interest and
         shall be payable on the dates and in the manner provided in Sections
         4.3 with respect to interest on Base Rate Loans.

                  (c) Upon the making of a Swing Line Loan, each Lender shall be
         deemed to have purchased from the Swing Line Lender a Participation
         therein in an amount equal to that Lender's Applicable Commitment
         Percentage of such Swing Line Loan. Upon demand made by the Swing Line
         Lender, each Lender shall, according to its Applicable Commitment
         Percentage of such Swing Line Loan, promptly provide to the Swing Line
         Lender its purchase price therefor in an amount equal to its
         Participation therein. Any Advance made by a Lender pursuant to demand
         of the Swing Line Lender of the purchase price of its Participation
         shall when made be deemed to be (i) provided that the conditions to
         making Revolving Loans shall be satisfied, a Base Rate Refunding Loan
         under Section 2.2, and (ii) in all other cases, the funding by each
         Lender of the purchase price of its Participation in such Swing Line
         Loan. The obligation of each Lender to so provide its purchase price to
         the Swing Line Lender shall be absolute and unconditional and shall not
         be affected by the occurrence of an Event of Default or any other
         occurrence or event.

         The Borrower, at its option and subject to the terms hereof, may
         request an Advance pursuant to Section 2.2 in an amount sufficient to
         repay Swing Line Outstandings on any date and the Agent shall provide
         from the proceeds of such Advance to the Swing Line Lender the amount
         necessary to repay such Swing Line Outstandings (which the Swing Line
         Lender shall then apply to such repayment) and credit any balance of
         the Advance in immediately available funds in the manner directed by
         the Borrower pursuant to Section 2.2(c)(ii). The proceeds of such
         Advances shall be paid to the Swing Line Lender for application to the
         Swing Line Outstandings and the Lenders shall then be deemed to have
         made Loans in the amount of such Advances. The Swing Line shall
         continue in effect until the Revolving Credit Termination Date, at
         which time all Swing Line Outstandings and accrued interest thereon
         shall be due and payable in full.


                                       44
<PAGE>   51

                                   ARTICLE III

                                Letters of Credit

         3.1      Letters of Credit. The Issuing Bank agrees, subject to the
terms and conditions of this Agreement, upon request of the Borrower to issue
from time to time for the account of the Borrower Letters of Credit upon
delivery to the Issuing Bank of an Application and Agreement for Letter of
Credit relating thereto in form and content acceptable to the Issuing Bank;
provided, that (i) the Issuing Bank shall not be obligated to issue (or renew)
any Letter of Credit if it has been notified by the Agent or has actual
knowledge that a Default or Event of Default has occurred and is continuing,
(ii) the Letter of Credit Outstandings shall not exceed the Total Letter of
Credit Commitment and (iii) no Letter of Credit shall be issued (or renewed) if,
after giving effect thereto, Letter of Credit Outstandings plus Revolving Credit
Outstandings plus Swing Line Outstandings shall exceed the lesser of (i) the
Total Revolving Credit Commitment and (ii) the Borrowing Base. No Letter of
Credit shall have an expiry date (including all rights of the Borrower or any
beneficiary named in such Letter of Credit to require renewal) or payment date
occurring later than the earlier to occur of one year after the date of its
issuance or the seventh Business Day prior to the Stated Revolver Termination
Date.

         3.2      Reimbursement and Participations.

                  (a) The Borrower hereby unconditionally agrees to pay to the
         Issuing Bank immediately on demand at the Principal Office all amounts
         required to pay all drafts drawn or purporting to be drawn under the
         Letters of Credit and all reasonable expenses incurred by the Issuing
         Bank in connection with the Letters of Credit, and in any event and
         without demand to place in possession of the Issuing Bank (which shall
         include Advances under the Revolving Credit Facility if permitted by
         Section 2.2 and Swing Line Loans if permitted by Section 2.5)
         sufficient funds to pay all debts and liabilities arising under any
         Letter of Credit. The Issuing Bank agrees to give the Borrower prompt
         notice of any request for a draw under a Letter of Credit. The Issuing
         Bank may charge any account the Borrower may have with it for any and
         all amounts the Issuing Bank pays under a Letter of Credit, plus
         charges and reasonable expenses as from time to time agreed to by the
         Issuing Bank and the Borrower; provided that to the extent permitted by
         Section 2.2(c)(iii) and Section 2.5, amounts shall be paid pursuant to
         Advances under the Revolving Credit Facility or, if the Borrower shall
         elect, by Swing Line Loans. The Borrower agrees to pay the Issuing Bank
         interest on any Reimbursement Obligations not paid when due hereunder
         at the Default Rate.

                  (b) In accordance with the provisions of Section 2.2(c), the
         Issuing Bank shall notify the Agent of any drawing under any Letter of
         Credit promptly following the receipt by the Issuing Bank of such
         drawing.

                  (c) Each Lender (other than the Issuing Bank) shall
         automatically acquire on the date of issuance thereof, a Participation
         in the liability of the Issuing Bank in respect of each Letter of
         Credit in an amount equal to such Lender's Applicable Commitment


                                       45
<PAGE>   52

         Percentage of such liability, and to the extent that the Borrower is
         obligated to pay the Issuing Bank under Section 3.2(a), each Lender
         (other than the Issuing Bank) thereby shall absolutely, unconditionally
         and irrevocably assume, and shall be unconditionally obligated to pay
         to the Issuing Bank, its Applicable Commitment Percentage of the
         liability of the Issuing Bank under such Letter of Credit in the manner
         and with the effect provided in Section 2.2(c)(iii).

                  (d) Simultaneously with the making of each payment by a Lender
         to the Issuing Bank pursuant to Section 2.2(c)(iii)(B), such Lender
         shall, automatically and without any further action on the part of the
         Issuing Bank or such Lender, acquire a Participation in an amount equal
         to such payment (excluding the portion thereof constituting interest
         accrued prior to the date the Lender made its payment) in the related
         Reimbursement Obligation of the Borrower. Each Lender's obligation to
         make payment to the Agent for the account of the Issuing Bank pursuant
         to Section 2.2(c)(iii) and Section 3.2(c), and the right of the Issuing
         Bank to receive the same, shall be absolute and unconditional, shall
         not be affected by any circumstance whatsoever and shall be made
         without any offset, abatement, withholding or reduction whatsoever. In
         the event the Lenders have purchased Participations in any
         Reimbursement Obligation as set forth above, then at any time payment
         (in fully collected, immediately available funds) of such Reimbursement
         Obligation, in whole or in part, is received by the Issuing Bank from
         the Borrower, the Issuing Bank shall promptly pay to each Lender an
         amount equal to its Applicable Commitment Percentage of such payment
         from the Borrower.

                  (e) Promptly following the end of each calendar quarter, the
         Issuing Bank shall deliver to the Agent a notice describing the
         aggregate undrawn amount of all Letters of Credit at the end of such
         quarter. Upon the request of any Lender from time to time, the Issuing
         Bank shall deliver to the Agent, and the Agent shall deliver to such
         Lender, any other information reasonably requested by such Lender with
         respect to each Letter of Credit outstanding.

                  (f) The issuance by the Issuing Bank of each Letter of Credit
         shall, in addition to the conditions precedent set forth in Article
         VII, be subject to the conditions that such Letter of Credit be in such
         form and contain such terms as shall be reasonably satisfactory to the
         Issuing Bank consistent with the then current practices and procedures
         of the Issuing Bank with respect to similar letters of credit, and the
         Borrower shall have executed and delivered such other instruments and
         agreements relating to such Letters of Credit as the Issuing Bank shall
         have reasonably requested consistent with such practices and procedures
         and shall not be in conflict with any of the express terms herein
         contained. All Letters of Credit shall be issued pursuant to and
         subject to the Uniform Customs and Practice for Documentary Credits,
         1993 Revision, International Chamber of Commerce Publication No. 500
         or, if the Issuing Bank shall elect by express reference in an affected
         Letter of Credit, the International Chamber of Commerce International
         Standby Practices commonly referred to as "ISP98," or any subsequent
         amendment or revision of either thereof.


                                       46
<PAGE>   53

                  (g) The Borrower agrees that the Issuing Bank may, in its sole
         discretion, accept or pay, as complying with the terms of any Letter of
         Credit, any drafts or other documents otherwise in order which may be
         signed or issued by an administrator, executor, trustee in bankruptcy,
         debtor in possession, assignee for the benefit of creditors,
         liquidator, receiver, attorney in fact or other legal representative of
         a party who is authorized under such Letter of Credit to draw or issue
         any drafts or other documents.

                  (h) Without limiting the generality of the provisions of
         Section 13.9, the Borrower hereby agrees to indemnify and hold harmless
         the Issuing Bank, each other Lender and the Agent from and against any
         and all claims and damages, losses, liabilities, reasonable costs and
         expenses which the Issuing Bank, such other Lender or the Agent may
         incur (or which may be claimed against the Issuing Bank, such other
         Lender or the Agent) by any Person by reason of or in connection with
         the issuance or transfer of or payment or failure to pay under any
         Letter of Credit; provided that the Borrower shall not be required to
         indemnify the Issuing Bank, any other Lender or the Agent for any
         claims, damages, losses, liabilities, costs or expenses to the extent,
         but only to the extent, (i) caused by the willful misconduct or gross
         negligence of the party to be indemnified or (ii) caused by the failure
         of the Issuing Bank to pay under any Letter of Credit after the
         presentation to it of a request for payment strictly complying with the
         terms and conditions of such Letter of Credit, unless such payment is
         prohibited by any law, regulation, court order or decree. The
         indemnification and hold harmless provisions of this Section 3.2(h)
         shall survive repayment of the Obligations, occurrence of the Revolving
         Credit Termination Date, the Facility Termination Date and expiration
         or termination of this Agreement.

                  (i) Without limiting Borrower's rights as set forth in Section
         3.2(h), the obligation of the Borrower to immediately reimburse the
         Issuing Bank for drawings made under Letters of Credit and the Issuing
         Bank's right to receive such payment shall be absolute, unconditional
         and irrevocable, and such obligations of the Borrower shall be
         performed strictly in accordance with the terms of this Agreement and
         such Letters of Credit and the related Application and Agreement for
         any Letter of Credit, under all circumstances whatsoever, including the
         following circumstances:

                           (i) any lack of validity or enforceability of the
                  Letter of Credit, the obligation supported by the Letter of
                  Credit or any other agreement or instrument relating thereto
                  (collectively, the "Related LC Documents");

                           (ii) any amendment or waiver of or any consent to or
                  departure from all or any of the Related LC Documents;

                           (iii) the existence of any claim, setoff, defense
                  (other than the defense of payment in accordance with the
                  terms of this Agreement) or other rights which the Borrower
                  may have at any time against any beneficiary or any transferee
                  of a Letter of Credit (or any persons or entities for whom any
                  such beneficiary or any such transferee may be acting), the
                  Agent, the Lenders or any other Person,


                                       47
<PAGE>   54

                  whether in connection with the Loan Documents, the Related LC
                  Documents or any unrelated transaction;

                           (iv) any breach of contract or other dispute between
                  the Borrower and any beneficiary or any transferee of a Letter
                  of Credit (or any persons or entities for whom such
                  beneficiary or any such transferee may be acting), the Agent,
                  the Lenders or any other Person;

                           (v) any draft, statement or any other document
                  presented under the 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
                  whatsoever so long as any such document appeared to comply
                  with the terms of the Letter of Credit;

                           (vi) the existence, character, quality, quantity,
                  condition, value, or delivery (including the time, place,
                  manner or order thereof) of property described or purportedly
                  described in documents presented in connection with any Letter
                  of Credit or the existence, nature or extent of any insurance
                  related thereto;

                           (vii) any delay, extension of time, renewal,
                  compromise or other indulgence or modification granted or
                  agreed to by the Agent, with or without notice to or approval
                  by the Borrower in respect of any of Borrower's Obligations
                  under this Agreement; or

                           (viii) any other circumstance or happening whatsoever
                  where the Issuing Bank has acted in good faith, whether or not
                  similar to any of the foregoing.


                                       48
<PAGE>   55

                                   ARTICLE IV

                Eurodollar Funding, Fees, and Payment Conventions

         4.1 Interest Rate Options. Eurodollar Rate Loans and Base Rate Loans
may be outstanding at the same time and, so long as no Default or Event of
Default shall have occurred and be continuing, the Borrower shall have the
option to elect the Type of Loan and the duration of the initial and any
subsequent Interest Periods and to Convert Revolving Loans and Segments of the
Term Loans in accordance with Sections 2.2(c)(i) and 4.2, as applicable;
provided, however, (a) there shall not be outstanding at any one time Eurodollar
Rate Loans having more than four (4) different Interest Periods, (b) each
Eurodollar Rate Loan (including each Conversion into and each Continuation as a
Eurodollar Rate Loan) shall be in an amount of $1,000,000 or, if greater than
$1,000,000, an integral multiple of $250,000, (c) no Eurodollar Rate Segment
with respect to Term Loan A shall have an Interest Period that extends beyond
the Term Loan A Termination Date, no Eurodollar Rate Segment with respect to
Term Loan B shall have an Interest Period that extends beyond the Term Loan B
Termination Date, and no Eurodollar Rate Loan with respect to the Revolving Loan
shall have an Interest Period that extends beyond the Stated Revolving Credit
Termination Date. If the Agent does not receive a Borrowing Notice or an
Interest Rate Selection Notice giving notice of election of the duration of an
Interest Period or of Conversion of any Loan to or Continuation of a Loan as a
Eurodollar Rate Loan by the time prescribed by Sections 2.2(c)(i) or 4.2, as
applicable, the Borrower shall be deemed to have elected to obtain or Convert
such Loan to (or Continue such Loan as) a Base Rate Loan until the Borrower
notifies the Agent in accordance with Section 4.2. The Borrower shall not be
entitled to request or elect to Continue any Loan as a Eurodollar Rate Loan, or
Convert any Loan into a Eurodollar Rate Loan, if a Default or Event of Default
shall have occurred and be continuing.

         4.2 Conversions and Elections of Subsequent Interest Periods. Subject
to the limitations set forth in the definition of "Interest Period" and in
Section 4.1 and Article VI, the Borrower may:

                  (a) upon delivery of telephonic notice to the Agent (which
         shall be irrevocable) on or before 10:30 A.M. on any Business Day,
         Convert any Eurodollar Rate Loan to a Base Rate Loan on the last day of
         the Interest Period for such Eurodollar Rate Loan; and

                  (b) provided that no Default or Event of Default shall have
         occurred and be continuing, upon delivery of telephonic notice to the
         Agent (which shall be irrevocable on or before 10:30 A.M. three (3)
         Business Days' prior to the date of such Conversion or Continuation:

                           (i) elect a subsequent Interest Period for any
                  Eurodollar Rate Loan to begin on the last day of the then
                  current Interest Period for such Eurodollar Rate Loan; or


                                       49
<PAGE>   56

                           (ii) Convert any Base Rate Loan to a Eurodollar Rate
                  Loan on any Business Day.

         Each such notice shall be effective upon receipt by the Agent, shall
         specify the amount of the Eurodollar Rate Loan affected, the type of
         Loan (Revolving Loan or Segment of the Term Loan) affected, and, if a
         Continuation as or Conversion into a Eurodollar Rate Loan, the Interest
         Period to be used in the computation of interest. The Authorized
         Representative shall provide the Agent written confirmation of each
         such telephonic notice in the form of a Borrowing Notice or Interest
         Rate Selection Notice (as applicable) with appropriate insertions but
         failure to provide such confirmation shall not affect the validity of
         such telephonic notice. Notice of receipt of such Borrowing Notice or
         Interest Rate Selection Notice, as the case may be, shall be provided
         by the Agent to each Lender by telefacsimile transmission with
         reasonable promptness, but (provided the Agent shall have received such
         notice by 10:30 A.M.) not later than 3:00 P.M. on the same day as the
         Agent's receipt of such notice. All such Continuations or Conversions
         of Loans shall be effected pro rata based on the Applicable Commitment
         Percentages of the Lenders.

         4.3 Payment of Interest. The Borrower shall pay interest on the
outstanding and unpaid principal amount of each Segment of the Term Loans and on
each Revolving Loan, commencing on the first date of such Segment or Revolving
Loan until such Segment or Revolving Loan, as the case may be, shall be repaid,
at the applicable Base Rate or Eurodollar Rate as designated by the Borrower in
the related Borrowing Notice or Interest Rate Selection Notice or as otherwise
provided hereunder. Interest on each Segment and on each Revolving Loan shall be
paid on the earlier of (a) in the case of any Base Rate Loan, quarterly in
arrears of the last Business Day of each September, December, March and June,
commencing on March 30, 2001, until, as to any Base Rate Segment, the Term Loan
A Termination Date or the Term Loan B Termination Date, as applicable, and as to
any other Base Rate Loans, the Revolving Credit Termination Date, at which date
as applicable the entire principal amount of and all accrued interest on the
Term Loans and the Revolving Loans, respectively, shall be paid in full, (b) in
the case of any Eurodollar Rate Loan, on the last day of the applicable Interest
Period for such Eurodollar Rate Loan and if such Interest Period extends for
more than three (3) months, at intervals of three (3) months after the first day
of such Interest Period, and (c) upon payment in full of the related Term Loan
(or Segment thereof) or the related Revolving Loan; provided, however, that if
any Event of Default shall occur and be continuing, all amounts outstanding
hereunder shall bear interest thereafter until paid in full at the Default Rate.

         4.4 Prepayments of Eurodollar Rate Loans. Whenever any payment of
principal shall be made in respect of any Loan hereunder, whether at maturity,
on acceleration, by optional or mandatory prepayment or as otherwise required or
permitted hereunder, with the effect that any Eurodollar Rate Loan shall be
prepaid in whole or in part prior to the last day of the Interest Period
applicable to such Eurodollar Rate Loan, such payment of principal shall be
accompanied by the additional payment, if any, required by Section 6.5.


                                       50
<PAGE>   57

         4.5      Manner of Payment.

                  (a) Each payment of principal (including any prepayment) and
         payment of interest and fees, and any other amount required to be paid
         by or on behalf of the Borrower to the Lenders, the Issuing Bank, the
         Agent, the Swing Line Lender with respect to any Loan, Letter of
         Credit, Reimbursement Obligation or Swing Line Loan, shall be made to
         the Agent at the Principal Office in Dollars in immediately available
         funds without condition or deduction for any setoff, recoupment,
         deduction or counterclaim on or before 12:30 P.M. on the date such
         payment is due. The Agent may, but shall not be obligated to, debit the
         amount of such payment from any one or more ordinary deposit accounts
         of the Borrower with the Agent.

                  (b) Any payment made by or on behalf of the Borrower that is
         not made both in Dollars, in immediately available funds and prior to
         12:30 P.M. on the date such payment is to be made shall constitute a
         non-conforming payment. Any such non-conforming payment shall not be
         deemed to be received until the later of (i) the time such funds become
         available funds and (ii) the next Business Day. Any non-conforming
         payment may constitute or become a Default or Event of Default as
         otherwise provided herein. Interest shall continue to accrue at the
         Default Rate on any principal or fees as to which no payment or a
         non-conforming payment is made from the date such amount was due and
         payable until the later of (i) the date such funds become available
         funds or (ii) the next Business Day.

                  (c) In the event that any payment hereunder or under any of
         the Notes becomes due and payable on a day other than a Business Day,
         then such due date shall be extended to the next succeeding Business
         Day unless provided otherwise under the definition of "Interest
         Period"; provided, however, that interest shall continue to accrue
         during the period of any such extension; and provided further, however,
         that in no event shall any such due date be extended (i) for any Term
         Loan, beyond the Term Loan A Termination Date or Term Loan B
         Termination Date, as applicable, and (ii) for any Revolving Loan,
         beyond the Revolving Credit Termination Date.

         4.6      Fees.

                  (a) Commitment Fee. For the period beginning on the Closing
         Date and ending on the Revolving Credit Termination Date, the Borrower
         agrees to pay to the Agent, for the pro rata benefit of the Lenders
         based on their Applicable Commitment Percentages, a commitment fee
         equal to the Applicable Commitment Fee multiplied by the average daily
         amount by which the Total Revolving Credit Commitment exceeds the sum
         of (i) Revolving Credit Outstandings (without giving effect to Swing
         Line Outstandings except in the case of the Swing Line Lender) plus
         (ii) Letter of Credit Outstandings. Such fees shall be due in arrears
         on the last Business Day of each September, December, March and June
         commencing March 30, 2001 to and on the Revolving Credit Termination
         Date. Notwithstanding the foregoing, so long as any Lender fails to
         make available any portion of its Revolving Credit Commitment when
         requested, such Lender shall not be entitled to receive, and the
         Borrower shall not be


                                       51
<PAGE>   58

         required to make, payment of the pro rata share of such fee until such
         Lender shall make available such portion.

                  (b) Letter of Credit Facility Fees. The Borrower shall pay to
         the Agent, for the pro rata benefit of the Lenders based on their
         Applicable Commitment Percentages, a fee on the aggregate amount
         available to be drawn on each outstanding Letter of Credit at the rate
         set forth in the Pricing Grid as the "Applicable Fee for Letters of
         Credit". Such fees shall be due and payable with respect to each Letter
         of Credit quarterly in arrears on the last day of each September,
         December, March and June, the first such payment to be made on the
         first such date occurring after the date of issuance of a Letter of
         Credit.

                  (c) Letter of Credit Fronting and Administrative Fees. The
         Borrower shall pay to the Issuing Bank a fronting fee of one quarter
         percent per annum (.25%) on the aggregate amount available to be drawn
         on each outstanding Letter of Credit, such fee to be due and payable
         quarterly in arrears with respect to each Letter of Credit on the dates
         established in Section 4.6(b) for the payment of Letter of Credit
         facility fees. The Borrower shall also pay to the Issuing Bank such
         administrative fee and other fees, if any, in connection with the
         Letters of Credit in such amounts and at such times as the Issuing Bank
         and the Borrower shall agree from time to time.

                  (d) Agent Fees. The Borrower agrees to pay to the Agent, for
         the Agent's individual account, an annual Agent's fee, such fee to be
         payable in such amounts and at such dates as from time to time agreed
         to by the Borrower and Agent in writing.

         4.7 Pro Rata Payments. Except as otherwise specified herein, (a) each
payment on account of the principal of and interest on (i) the Revolving Loans,
(ii) the Term Loans, (iii) the fees described in Section 4.6(a) and (b), and
(iv) the Swing Line Loans, and Reimbursement Obligations as to which the Lenders
have funded their respective Participations which remain outstanding, shall be
made to the Agent for the account of the Lenders pro rata based on their
Applicable Commitment Percentages, and (b) the Agent will promptly distribute to
the Lenders in immediately available funds payments received in fully collected,
immediately available funds from the Borrower.

         4.8 Computation of Rates and Fees. Except as may be otherwise expressly
provided, (i) the Prime Rate shall be computed on the basis of a year of 365/366
days calculated for the actual number of days elapsed and (ii) all other
interest rates (including the Eurodollar Rate and the Default Rate) and fees
shall be computed on the basis of a year of 360 days and calculated for actual
days elapsed.

         4.9 Deficiency Advances; Failure to Purchase Participations. No Lender
shall be responsible for any default of any other Lender in respect to such
other Lender's obligation to make any Loan or Advance hereunder or to fund its
purchase of any Participation hereunder nor shall the Revolving Credit
Commitment, Term Loan Commitment or Letter of Credit Commitment of any Lender
hereunder be increased as a result of such default of any other Lender. Without
limiting the generality of the foregoing or the provisions of Section 4.10, in
the event any Lender shall fail to advance funds to the Borrower as herein
provided, the Agent may


                                       52
<PAGE>   59

in its discretion, but shall not be obligated to, advance under the applicable
Note in its favor as a Lender all or any portion of such amount or amounts
(each, a "deficiency advance") and shall thereafter be entitled to payments of
principal of and interest on such deficiency advance in the same manner and at
the same interest rate or rates to which such other Lender would have been
entitled had it made such Advance under its Note; provided that, (i) such
defaulting Lender shall not be entitled to receive payments of principal,
interest or fees with respect to such deficiency advance until such deficiency
advance (together with interest thereon as provided in clause (ii)) shall be
paid by such Lender and (ii) upon payment to the Agent from such other Lender of
the entire outstanding amount of each such deficiency advance, together with
accrued and unpaid interest thereon, from the most recent date or dates interest
was paid to the Agent by a Borrower on each Loan comprising the deficiency
advance at the Federal Funds Rate, then such payment shall be credited against
the applicable Note of the Agent in full payment of such deficiency advance and
such Borrower shall be deemed to have borrowed the amount of such deficiency
advance from such other Lender as of the most recent date or dates, as the case
may be, upon which any payments of interest were made by such Borrower thereon.
In the event any Lender shall fail to fund its purchase of a Participation after
notice from the Issuing Bank or the Swing Line Lender, as applicable, such
Lender shall pay to the Issuing Bank or the Swing Line Lender, as applicable,
such amount on demand, together with interest at the Federal Funds Rate on the
amount so due from the date of such notice to the date such purchase price is
received by the Issuing Bank or the Swing Line Lender, as applicable.

         4.10 Intraday Funding. Without limiting the provisions of Section 4.9,
unless the Borrower or any Lender has notified the Agent not later than 12:00
Noon of the Business Day before the date any payment (including in the case of
Lenders any Advance) to be made by it is due, that it does not intend to remit
such payment, the Agent may, in its discretion, assume that Borrower or each
Lender, as the case may be, has timely remitted such payment in the manner
required hereunder and may, in its discretion and in reliance thereon, make
available such payment (or portion thereof) to the Person entitled thereto as
otherwise provided herein. If such payment was not in fact remitted to the Agent
in the manner required hereunder, then:

                  (i) if Borrower failed to make such payment, each Lender shall
         forthwith on demand repay to the Agent the amount of such assumed
         payment made available to such Lender, together with interest thereon
         in respect of each day from and including the date such amount was made
         available by the Agent to such Lender to the date such amount is repaid
         to the Agent at the Federal Funds Rate; and

                  (ii) if any Lender failed to make such payment, the Agent
         shall be entitled to recover such corresponding amount forthwith upon
         the Agent's demand therefor, the Agent promptly shall notify the
         Borrower, and the Borrower shall promptly pay such corresponding amount
         to the Agent in immediately available funds upon receipt of such
         demand. The Agent also shall be entitled to recover interest on such
         corresponding amount in respect of each day from the date such
         corresponding amount was made available by the Agent to the Borrower to
         the date such corresponding amount is recovered by the Agent, (A) from
         such Lender at a rate per annum equal to the daily Federal Funds Rate
         or (B) from the Borrower, at a rate per annum equal to the interest
         rate applicable to the Loan which includes such corresponding amount.
         Until the Agent


                                       53
<PAGE>   60

         shall recover such corresponding amount together with interest thereon,
         such corresponding amount shall constitute a deficiency advance within
         the meaning of Section 4.9. Nothing herein shall be deemed to relieve
         any Lender from its obligation to fulfill its commitments hereunder or
         to prejudice any rights which the Agent or the Borrower may have
         against any Lender as a result of any default by such Lender hereunder.


                                       54
<PAGE>   61

                                    ARTICLE V

                                    Security

         5.1 Security. As security for the full and timely payment and
performance of all Obligations (and with respect to clause (a)(iii), all
obligations of Borrowing Subsidiaries), the Borrower shall, and shall cause all
other Credit Parties to, on or before the Closing Date, do or cause to be done
all things necessary in the opinion of the Agent and its counsel to grant to the
Agent for the benefit of the Agent and the Lenders a duly perfected first
priority security interest in all Collateral subject to no prior Lien or other
encumbrance or restriction on transfer (other than Permitted Liens and
restrictions on transfer imposed by applicable securities laws). Without
limiting the foregoing, the Borrower and each Subsidiary having rights in any
Subsidiary Securities shall on the Closing Date deliver to the Agent, in form
and substance reasonably acceptable to the Agent,

                  (a) a Pledge Agreement which shall pledge to the Agent for the
         benefit of the Agent and the Lenders (i) 65% of the Voting Securities
         of each Direct Foreign Subsidiary (or if the Borrower and its
         Subsidiaries shall own less than 65%, then all of the Voting Securities
         owned by them) and 100% of the other Subsidiary Securities of such
         Direct Foreign Subsidiary, and (ii) 100% of the Subsidiary Securities
         of all Domestic Subsidiaries.

                  (b) if such Subsidiary Securities are in the form of
         certificated securities, such certificated securities, together with
         undated stock powers or other appropriate transfer documents endorsed
         in blank pertaining thereto;

                  (c) if such Subsidiary Securities do not constitute securities
         and the Subsidiary has not elected to have such interests treated as
         securities under Article 8 of the Uniform Commercial Code, a control
         agreement (containing the provisions described in Section 9.19(e)) from
         the Registrar of such Subsidiary Securities; and

                  (d) Uniform Commercial Code financing statements reflecting
         the Lien in favor of the Agent on such Subsidiary Securities;

each in form and substance acceptable to the Agent, and shall take such further
action and deliver or cause to be delivered such further documents as required
by the Security Instruments or otherwise as the Agent may request to effect the
transactions contemplated by this Article V. The Borrower shall, and shall cause
each Subsidiary, to pledge to the Agent for the benefit of the Agent and the
Lenders (and as appropriate to reaffirm its prior pledge of) all of the Pledged
Interests of any Subsidiary acquired or created after the Closing Date and to
deliver to the Agent all of the documents and instruments in connection
therewith as are required pursuant to the terms of Section 9.19 and of the
Security Instruments.

         5.2 Further Assurances. At the request of the Agent, the Borrower will
or will cause all other Credit Parties, as the case may be, to execute, by its
duly authorized officers, alone or


                                       55
<PAGE>   62

with the Agent, any certificate, instrument, financing statement, control
agreement, statement or document, or to procure any such certificate,
instrument, statement or document, or to take such other action (and pay all
connected costs) which the Agent reasonably deems necessary from time to time to
create, continue or preserve the liens and security interests in Collateral (and
the perfection and priority thereof) of the Agent contemplated hereby and by the
other Loan Documents and specifically including all Collateral acquired by the
Borrower or other Credit Party after the Closing Date. The Agent is hereby
irrevocably authorized to execute and file or cause to be filed, with or if
permitted by applicable law without the signature of the Borrower or any Credit
Party appearing thereon, all Uniform Commercial Code financing statements
reflecting the Borrower or any other Credit Party as "debtor" and the Agent as
"secured party", and continuations thereof and amendments thereto, as the Agent
reasonably deems necessary or advisable to give effect to the transactions
contemplated hereby and by the other Loan Documents.

         5.3 Mortgages. Without limiting the generality of Section 5.1, the
Borrower, as security for all Obligations, and each Domestic Subsidiary, as
security for the Guarantors' obligations, as applicable, shall deliver to the
Agent (i) on the Closing Date, with respect to each parcel of real property
owned or leased by the Borrower or a Subsidiary listed on Schedule 5.3, a
Mortgage and related Mortgage Support Documents, and (ii) thereafter, with
respect to each parcel of real property owned, acquired or leased by the
Borrower or a Domestic Subsidiary, unless otherwise determined by the Required
Lenders, a Mortgage with respect to such parcel of real property and the related
Mortgage Support Documents.

         5.4 Information Regarding Collateral. The Borrower represents, warrants
and covenants that (i) the chief executive office of the Borrower and each other
Person providing Collateral pursuant to a Security Instrument (each, a
"Grantor") at the Closing Date is located at the address or addresses specified
on Schedule 5.4, and (ii) Schedule 5.4 contains a true and complete list of (a)
the exact legal name, jurisdiction of formation, and address of each Grantor and
of each other Person that has effected any merger or consolidation with a
Grantor or contributed or transferred to a Grantor any property constituting
Collateral at any time since January 1, 1996 (excluding Persons making sales in
the ordinary course of their businesses to a Grantor of property constituting
inventory in the hands of such seller), (b) the exact legal name, jurisdiction
of formation, and each location of the chief executive office of each Grantor at
any time since January 1, 1996, (c) each location in which goods constituting
Collateral are or have been located since January 1, 1996 (together with the
name of each owner of the property located at such address if not the applicable
Grantor, and a summary description of the relationship between the applicable
Grantor and such Person), and (d) each trade name, trademark or other trade
style used by any Grantor since January 1, 1996 and the purposes for which it
was used. Borrower shall not change, and shall not permit any other Grantor to
change, its name, jurisdiction of formation (whether by reincorporation, merger
or otherwise), the location of its chief executive office or any location
specified in clause (c) of the immediately preceding sentence, or use or permit
any other Grantor to use, any additional trade name, trademark or other trade
style, except upon giving not less than thirty (30) days' prior written notice
to the Agent and taking or causing to be taken all such action at Borrower's or
such other Grantor's expense as may be reasonably requested by the Agent to
perfect or maintain the perfection of the Lien of the Agent in Collateral.


                                       56
<PAGE>   63

         5.5 Lease Assignments. Without limiting the generality of Section 5.1,
the Borrower, as security for all Obligations, and each Domestic Subsidiary, as
security for the Guarantors' obligations, as applicable, shall deliver to the
Agent (i) on the Closing Date, with respect to each material leased facility of
the Borrower or a Domestic Subsidiary, a Lease Assignment, and (ii) thereafter,
with respect to each material leased facility of the Borrower or a Domestic
Subsidiary, unless otherwise determined by the Required Lenders, a Lease
Assignment with respect to such facility together with such lessor estoppel,
waiver and consent certificates as the Lenders may reasonably request.


                                       57
<PAGE>   64
                                   ARTICLE VI

                             Change in Circumstances

         6.1      Increased Cost and Reduced Return.

                  (a) If, after the date hereof, the adoption of any applicable
         law, rule, or regulation, or any change in any applicable law, rule, or
         regulation, or any change in the interpretation or administration
         thereof by any governmental authority, central bank, or comparable
         agency charged with the interpretation or administration thereof, or
         compliance by any Lender (or its Applicable Lending Office) with any
         request or directive (whether or not having the force of law) of any
         such governmental authority, central bank, or comparable agency:

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

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

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

         and the result of any of the foregoing is to increase the cost to such
         Lender (or its Applicable Lending Office) of making, Converting into,
         Continuing, or maintaining any Loans or to reduce any sum received or
         receivable by such Lender (or its Applicable Lending Office) under this
         Agreement or any of its Notes with respect to any Eurodollar Rate
         Loans, then the Borrower shall pay to such Lender, on demand such
         amount or amounts as will compensate such Lender for such increased
         cost or reduction. If any Lender requests compensation by the Borrower
         under this Section 6.1(a), the Borrower may, by notice to such Lender
         (with a copy to the Agent), suspend the obligation of such Lender, to
         make or Continue Loans of the Type with respect to which such
         compensation is requested, or to Convert Loans of any other Type into
         Loans of such Type, until the

                                       58
<PAGE>   65
         event or condition giving rise to such request ceases to be in effect
         (in which case the provisions of Section 6.4 shall be applicable);
         provided that such suspension shall not affect the right of such Lender
         to receive the compensation so requested.

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

                  (c) Each Lender shall promptly notify the Borrower and the
         Agent of any event of which it has knowledge, occurring after the date
         hereof, which will entitle such Lender to compensation pursuant to this
         Section 6.1 and will designate a different Applicable Lending Office if
         such designation will avoid the need for, or reduce the amount of, such
         compensation and will not, in the judgment of such Lender, be otherwise
         disadvantageous to it. Any Lender claiming compensation under this
         Section 6.1 shall furnish to the Borrower and the Agent a statement
         setting forth the additional amount or amounts to be paid to it
         hereunder which shall be conclusive in the absence of manifest error.
         In determining such amount, such Lender may use any reasonable
         averaging and attribution methods.

                  (d) The provisions of this Section 6.1 shall continue in
         effect notwithstanding the Facility Termination Date.

         6.2 Limitation on Types of Loans. If on or prior to the first day of
any Interest Period for any Eurodollar Rate Loan:

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

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

         then the Agent shall give the Borrower prompt notice thereof specifying
         the relevant Type of Loans and the relevant amounts or periods, and so
         long as such condition remains in effect, the Lenders, shall be under
         no obligation to make additional Loans of

                                       59
<PAGE>   66
         such Type, Continue Loans of such Type, or to Convert Loans of any
         other Type into Loans of such Type and the Borrower shall, on the last
         day(s) of the then current Interest Period(s) for the outstanding Loans
         of the affected Type, either prepay such Loans or Convert such Loans
         into another Type of Loan in accordance with the terms of this
         Agreement.

         6.3 Illegality. Notwithstanding any other provision of this Agreement,
in the event that it becomes unlawful for any Lender or its Applicable Lending
Office to make, maintain, or fund Eurodollar Rate Loans hereunder, then such
Lender shall promptly notify the Borrower thereof and such Lender's obligation
to make or Continue Eurodollar Rate Loans and to Convert other Types of Loans
into Eurodollar Rate Loans shall be suspended until such time as such Lender may
again make, maintain, and fund Eurodollar Rate Loans (in which case the
provisions of Section 6.4 shall be applicable).

         6.4 Treatment of Affected Loans. If the obligation of any Lender to
make a Eurodollar Rate Loan, or to Continue, or to Convert Loans of any other
Type into, Loans of a particular Type shall be suspended pursuant to Section 6.1
or 6.3 hereof (Loans of such Type being herein called "Affected Loans" and such
Type being herein called the "Affected Type"), such Lender's Affected Loans
shall be automatically Converted into Base Rate Loans under the Revolving Credit
Facility on the last day(s) of the then current Interest Period(s) for Affected
Loans (or, in the case of a Conversion required by Section 6.3 hereof, on such
earlier date as such Lender may specify to the Borrower with a copy to the
Agent) and, unless and until such Lender, gives notice as provided below that
the circumstances specified in Section 6.1 or 6.3 hereof that gave rise to such
Conversion no longer exist:

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

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

If such Lender gives notice to the Borrower (with a copy to the Agent) that the
circumstances specified in Section 6.1 or 6.3 hereof that gave rise to the
Conversion of such Lender's Affected Loans pursuant to this Section 6.4 no
longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) at a time when Loans of the Affected Type made by other
Lenders are outstanding, such Lender's Base Rate Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Loans of the Affected Type, to the extent necessary so that,
after giving effect thereto, all Loans held by the Lenders holding Loans of the
Affected Type and by such Lender are held pro rata (as to principal amounts,
Types, and Interest Periods) in accordance with their respective Term Loan
Commitments and Revolving Credit Commitments.


                                       60
<PAGE>   67
         6.5 Compensation. Upon the request of any Lender, the Borrower shall
pay to such Lender, such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate it for any loss, cost, or
expense (including loss of anticipated profits) incurred by it as a result of:

                  (i) any payment, prepayment, or Conversion of a Eurodollar
         Rate Loan for any reason (including, without limitation, the
         acceleration of the Loans pursuant to Section 11.1) on a date other
         than the last day of the Interest Period for such Loan; or

                  (ii) any failure by the Borrower (for any reason, including
         the failure of any condition precedent specified in Article VII to be
         satisfied, other than the failure of such Lender to make a Loan
         notwithstanding satisfaction of all conditions precedent thereto) to
         borrow, Convert, Continue, or prepay a Eurodollar Rate Loan on the date
         for such borrowing, Conversion, Continuation, or prepayment specified
         in the relevant notice of borrowing, prepayment, Continuation, or
         Conversion under this Agreement.

                  The provisions of this Section 6.5 shall continue in effect
         notwithstanding the Facility Termination Date.

         6.6      Taxes.

                  (a) Any and all payments by the Borrower to or for the account
         of any Lender or the Agent hereunder or under any other Loan Document
         shall be made free and clear of and without deduction for any and all
         present or future taxes, duties, levies, imposts, deductions, charges
         or withholdings, and all liabilities with respect thereto, excluding,
         in the case of each Lender and the Agent, taxes imposed on its income,
         and franchise taxes imposed on it, by the jurisdiction under the laws
         of which such Lender (or its Applicable Lending Office) or the Agent
         (as the case may be) is organized or any political subdivision thereof
         (all such non-excluded taxes, duties, levies, imposts, deductions,
         charges, withholdings, and liabilities being hereinafter referred to as
         "Taxes"). If the Borrower shall be required by law to deduct any Taxes
         from or in respect of any sum payable under this Agreement or any other
         Loan Document to any Lender or the Agent, (i) the sum payable shall be
         increased as necessary so that after making all required deductions
         (including deductions applicable to additional sums payable under this
         Section 6.6) such Lender or the Agent receives an amount equal to the
         sum it would have received had no such deductions been made, (ii) the
         Borrower shall make such deductions, (iii) the Borrower shall pay the
         full amount deducted to the relevant taxation authority or other
         authority in accordance with applicable law, and (iv) the Borrower
         shall furnish to the Agent, at its address referred to in Section 13.2,
         the original or a certified copy of a receipt evidencing payment
         thereof.

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


                                       61
<PAGE>   68
                  (c) The Borrower agrees to indemnify each Lender and the Agent
         for the full amount of Taxes and Other Taxes (including, without
         limitation, any Taxes or Other Taxes imposed or asserted by any
         jurisdiction on amounts payable under this Section 6.6) paid by such
         Lender or the Agent (as the case may be) and any liability (including
         penalties, interest, and expenses) arising therefrom or with respect
         thereto.

                  (d) Each Lender organized under the laws of a jurisdiction
         outside the United States, on or prior to the date of its execution and
         delivery of this Agreement in the case of each Lender listed on the
         signature pages hereof and on or prior to the date on which it becomes
         a Lender in the case of each other Lender, and from time to time
         thereafter if requested in writing by the Borrower or the Agent (but
         only so long as such Lender remains lawfully able to do so), shall
         provide the Borrower and the Agent with (i) Internal Revenue Service
         Form 1001 or 4224, as appropriate, or any successor form prescribed by
         the Internal Revenue Service, certifying that such Lender is entitled
         to benefits under an income tax treaty to which the United States is a
         party which reduces the rate of withholding tax on payments of interest
         or certifying that the income receivable pursuant to this Agreement is
         effectively connected with the conduct of a trade or business in the
         United States, (ii) Internal Revenue Service Form W-8 (including Forms
         W-8BEN or W-8EC1) or W-9, as appropriate, or any successor form
         prescribed by the Internal Revenue Service, and (iii) any other form or
         certificate required by any taxing authority (including any certificate
         required by Sections 871(h) and 881(c) of the Internal Revenue Code),
         certifying that such Lender is entitled to an exemption from or a
         reduced rate of tax on payments pursuant to this Agreement or any of
         the other Loan Documents.

                  (e) For any period with respect to which a Lender has failed
         to provide the Borrower and the Agent with the appropriate form
         pursuant to Section 6.6(d) (unless such failure is due to a change in
         treaty, law, or regulation occurring subsequent to the date on which a
         form originally was required to be provided), such Lender shall not be
         entitled to indemnification under Section 6.6(a) or 6.6(b) with respect
         to Taxes imposed by the United States; provided, however, that should a
         Lender, which is otherwise exempt from or subject to a reduced rate of
         withholding tax, become subject to Taxes because of its failure to
         deliver a form required hereunder, the Borrower shall take such steps
         as such Lender shall reasonably request to assist such Lender to
         recover such Taxes.

                  (f) If the Borrower is required to pay additional amounts to
         or for the account of any Lender pursuant to this Section 6.6, then
         such Lender, will agree to use reasonable efforts to change the
         jurisdiction of its Applicable Lending Office so as to eliminate or
         reduce any such additional payment which may thereafter accrue if such
         change, in the judgment of such Lender, is not otherwise
         disadvantageous to it.

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


                                       62
<PAGE>   69
                  (h) The provisions of this Section 6.6 shall continue in
         effect notwithstanding the Facility Termination Date.



                                       63
<PAGE>   70
                                   ARTICLE VII

            Conditions to Making Loans and Issuing Letters of Credit

         7.1 Conditions of Term Loans and Initial Advance. The obligation of the
Lenders to make the Term Loans and the initial Advance under the Revolving
Credit Facility, and of the Issuing Bank to issue any Letter of Credit, and of
the Swing Line Lender to make any Swing Line Loan, is subject to the conditions
precedent that:

                  (a) the Agent shall have received on the Closing Date, in form
         and substance satisfactory to the Agent and Lenders, the following:

                           (i) executed originals of each of this Agreement, the
                  Notes, the Assumption Agreement and the Reaffirmation
                  Agreement, together with all schedules and exhibits thereto;

                           (ii) evidence satisfactory to the Agent of the
                  consummation of the IPO on terms satisfactory to the Agent and
                  the Borrower's receipt of proceeds related thereto;

                           (iii) the favorable written opinion or opinions with
                  respect to the Loan Documents and the transactions
                  contemplated thereby of special counsel to the Credit Parties
                  dated the Closing Date, addressed to the Agent and the Lenders
                  and satisfactory in form and scope to Smith Helms Mulliss &
                  Moore, L.L.P., special counsel to the Agent, substantially in
                  the form of Exhibit G;

                           (iv) resolutions of the boards of directors or other
                  appropriate governing body (or of the appropriate committee
                  thereof) of each Credit Party certified by its secretary or
                  assistant secretary as of the Closing Date, approving and
                  adopting the Loan Documents to be executed by such Person, and
                  authorizing the execution and delivery thereof;

                           (v) specimen signatures of officers or other
                  appropriate representatives executing the Loan Documents on
                  behalf of each of the Credit Parties, certified by the
                  secretary or assistant secretary of such Credit Party;

                           (vi) the Organizational Documents of each of the
                  Credit Parties certified as of a recent date by the Secretary
                  of State of its state of organization;

                           (vii) Operating Documents of each of the Credit
                  Parties certified as of the Closing Date as true and correct
                  by its secretary or assistant secretary and copies of
                  stockholders' agreements of the Credit Parties;


                                       64
<PAGE>   71
                           (viii) certificates issued as of a recent date by the
                  Secretaries of State of the respective jurisdictions of
                  formation of each of the Credit Parties as to the due
                  existence and good standing of such Person;

                           (ix) appropriate certificates of qualification to do
                  business, good standing and, where appropriate, authority to
                  conduct business under assumed name, issued in respect of each
                  of the Credit Parties as of a recent date by the Secretary of
                  State or comparable official of each jurisdiction in which the
                  failure to be qualified to do business or authorized so to
                  conduct business could have a Material Adverse Effect;

                           (x) notice of appointment of the initial Authorized
                  Representative(s);

                           (xi) a Compliance Certificate dated as of the Closing
                  Date;

                           (xii) a Borrowing Base Certificate dated as of the
                  Closing Date;

                           (xiii) evidence of all insurance required by the Loan
                  Documents;

                           (xiv) an initial Borrowing Notice, if any, and
                  Interest Rate Selection Notice;

                           (xv) evidence of the filing of Uniform Commercial
                  amendments in all places required by applicable law to perfect
                  the Liens of the Agent under the Security Instruments as a
                  first priority Lien as to items of Collateral in which a
                  security interest may be perfected by the filing of financing
                  statements, and such other documents and/or evidence of other
                  actions as may be necessary under applicable law to perfect
                  the Liens of the Agent under the Security Instruments as a
                  first priority Lien in and to such other Collateral as the
                  Agent may require.

                           (xvi) evidence that all fees payable by the Borrower
                  on the Closing Date to the Agent, BAS and the Lenders and
                  their affiliates have been paid in full, including fees and
                  expenses of counsel for the Agent, to the extent invoiced
                  prior to or on the Closing Date (which may include amounts
                  constituting reasonable estimates of such fees and expenses
                  incurred or to be incurred in connection with the transaction;
                  provided that no such estimate shall thereafter preclude the
                  final settling of accounts as to such fees and expenses);

                           (xvii) a certificate of the Vice President of Finance
                  of the Borrower as to the matters described in Section 7.1(b);

                           (xviii) copies of all financial statements required
                  under Section 8.6;

                  such other reports, audits, documents, instruments,
                  certificates and opinions as the Agent or any Lender may
                  reasonably request on or prior to the Closing Date in
                  connection with the consummation of the transactions
                  contemplated hereby; and


                                       65
<PAGE>   72
                  (b) In the good faith judgment of the Agent and the Lenders:

                           (i) there shall not have occurred a material adverse
                  change since December 31, 2000 in (A) the business, assets,
                  operations, prospects or condition (financial or otherwise) of
                  the Borrower and its Subsidiaries, taken as a whole, or of
                  all the foregoing after giving pro forma effect to the IPO, or
                  in the prospects of the Borrower and its Subsidiaries and
                  Affiliates, taken as a whole, after giving pro forma effect to
                  the IPO, or (B) in the facts and information regarding the
                  Borrower and its Subsidiaries and Affiliates as represented
                  prior to and on the date hereof, including, without
                  limitation, the absence of any event or circumstance, change
                  in laws or regulations or action, suit, investigation or
                  proceeding pending or threatened in any court or before any
                  governmental authority that purports to affect the Borrower or
                  any of its Subsidiaries, the IPO or any other transaction
                  contemplated hereunder, and that could have or could be
                  reasonably expected to have a material adverse effect on (I)
                  the business, assets, operations, prospects, property,
                  condition (financial or otherwise), liabilities or management
                  of the Borrower and its Subsidiaries or of all the foregoing
                  or (II) the ability of the Borrower or its Subsidiaries to
                  perform their respective obligations under the Loan Documents;

                           (ii) no litigation, action, suit, investigation or
                  other arbitral, administrative or judicial proceeding shall be
                  pending or threatened which could reasonably be likely to
                  result in a Material Adverse Effect or which, if adversely
                  determined, could materially adversely affect the Closing or
                  the ability of the Borrower and its Subsidiaries to perform
                  any of their respective obligations under the Loan Documents
                  or materially impact the ability of the Lenders to exercise
                  their rights under the Loan Documents; and

                           (iii) no order, decree, judgment, ruling or
                  injunction shall exist which restrains the consummation of the
                  transactions contemplated hereunder in the manner contemplated
                  by the Loan Documents; and

                           (iv) the Credit Parties shall have received all
                  approvals, consents and waivers, and shall have made or given
                  all necessary filings and notices as shall be required to
                  consummate the transactions contemplated by the Loan Documents
                  without the occurrence of any default under, conflict with or
                  violation of (A) any applicable law, rule, regulation,
                  judgment, injunction, order or decree of any Governmental
                  Authority or arbitral authority or (B) any agreement, document
                  or instrument to which any of the Credit Parties is a party or
                  by which any of them or their properties is bound, and all
                  applicable waiting periods shall have expired without any
                  action being taken by any authority that could restrain,
                  prevent or impose any material adverse conditions on the
                  transactions contemplated hereby or their consummation, or
                  that could seek or threaten any of the foregoing.


                                       66
<PAGE>   73
                  (c) the Borrower shall have at least $10,000,000 available for
         Advances under the Revolving Credit Facility (calculated by reference
         to the Borrowing Base Certificate delivered on the Closing Date)
         immediately after giving effect to the initial Borrowing Base
         Certificate and to all Advances made on the Closing Date and the
         consummation of the transactions contemplated by the Loan Documents.

         7.2 Conditions of Revolving Loans and Letters of Credit. The
obligations of the Lenders to make any Revolving Loans, and the Issuing Bank to
issue (or renew) Letters of Credit and the Swing Line Lender to make Swing Line
Loans, hereunder on or subsequent to the Closing Date are subject to the
satisfaction of the following conditions:

                  (a) the Agent or, in the case of Swing Line Loans, the Swing
         Line Lender, shall have received a Borrowing Notice if required by
         Article II;

                  (b) the representations and warranties of the Credit Parties
         set forth in Article VIII and in each of the other Loan Documents shall
         be true and correct in all material respects on and as of the date of
         such Advance, Swing Line Loan or Letter of Credit issuance or renewal,
         with the same effect as though such representations and warranties had
         been made on and as of such date, except to the extent that such
         representations and warranties expressly relate to an earlier date and
         except that the financial statements referred to in Section 8.6(a)
         shall be deemed (solely for the purpose of the representation and
         warranty contained in such Section 8.6(a) but not for the purpose of
         any cross reference to such Section 8.6(a) or to the financial
         statements described therein contained in any other provision of
         Section 8.6 or elsewhere in Article 8) to be those financial statements
         most recently delivered to the Agent and the Lenders pursuant to
         Section 9.1 from the date financial statements are delivered to the
         Agent and the Lenders in accordance with such Section;

                  (c) in the case of the issuance of a Letter of Credit, the
         Borrower shall have executed and delivered to the Issuing Bank an
         Application and Agreement for Letter of Credit in form and content
         acceptable to the Issuing Bank together with such other instruments and
         documents as it shall request;

                  (d) at the time of (and after giving effect to) each Advance,
         Swing Line Loan or the issuance of a Letter of Credit, no Default or
         Event of Default specified in Article XI shall have occurred and be
         continuing; and

                  (e) immediately after giving effect to:

                           (i) a Revolving Loan, the aggregate principal balance
                  of all outstanding Revolving Loans for each Lender shall not
                  exceed such Lender's Revolving Credit Commitment;

                           (ii) a Letter of Credit or renewal thereof, the
                  aggregate principal balance of all outstanding Participations
                  in Letters of Credit and Reimbursement Obligations (or in the
                  case of the Issuing Bank, its remaining interest after


                                       67
<PAGE>   74
                  deduction of all Participations in Letters of Credit and
                  Reimbursement Obligations of other Lenders) for each Lender
                  and in the aggregate shall not exceed, respectively, (X) such
                  Lender's Letter of Credit Commitment or (Y) the Total Letter
                  of Credit Commitment;

                           (iii) a Swing Line Loan, the Swing Line Outstandings
                  shall not exceed $5,000,000;

                           (iv) a Revolving Loan, Swing Line Loan or a Letter of
                  Credit or renewal thereof, the sum of Letter of Credit
                  Outstandings plus Revolving Credit Outstandings plus Swing
                  Line Outstandings shall not exceed the lesser of (i) the Total
                  Revolving Credit Commitment and (ii) the Borrowing Base.


                                       68
<PAGE>   75
                                  ARTICLE VIII

                         Representations and Warranties

         The Borrower represents and warrants with respect to itself and to its
Subsidiaries and each other Credit Party (which representations and warranties
shall survive the delivery of the documents mentioned herein and the making of
Loans), that:

         8.1      Organization and Authority.


                  (a) The Borrower and each other Credit Party is a corporation,
         limited liability company or partnership, as the case may be, duly
         organized and validly existing under the laws of the jurisdiction of
         its formation;

                  (b) The Borrower and each other Credit Party (x) has the
         requisite power and authority to own its properties and assets and to
         carry on its business as now being conducted and as contemplated in the
         Loan Documents, and (y) is qualified to do business in every
         jurisdiction in which failure so to qualify would have a Material
         Adverse Effect;

                  (c) The Borrower has the power and authority to execute,
         deliver and perform this Agreement and the Notes, and to borrow
         hereunder, and to execute, deliver and perform each of the other Loan
         Documents to which it is a party;

                  (d) Each Credit Party (other than the Borrower) has the power
         and authority to execute, deliver and perform each of the Loan
         Documents to which it is a party; and

                  (e) When executed and delivered, each of the Loan Documents to
         which any Credit Party is a party will be the legal, valid and binding
         obligation or agreement, as the case may be, of such Credit Party,
         enforceable against such Credit Party in accordance with its terms,
         subject to the effect of any applicable bankruptcy, moratorium,
         insolvency, reorganization or other similar law affecting the
         enforceability of creditors' rights generally and to the effect of
         general principles of equity (whether considered in a proceeding at law
         or in equity).

         8.2      Loan Documents and Transaction Documents. The execution,
delivery and performance by each Credit Party of each of the Loan Documents and
Transaction Documents to which it is a party:

                  (a) have been duly authorized by all requisite Organizational
         Action of such Credit Party required for the lawful execution, delivery
         and performance thereof;

                  (b) do not violate any provisions of (i) any applicable law,
         rule or regulation, (ii) any judgment, writ, order, determination,
         decree or arbitral award of any Governmental Authority or arbitral
         authority binding on such Credit Party or its

                                       69
<PAGE>   76
         properties, or (iii) the Organizational Documents or Operating
         Documents of such Credit Party;

                  (c) does not and will not be in conflict with, result in a
         breach of or constitute an event of default, or an event which, with
         notice or lapse of time or both, would constitute an event of default,
         under any contract, indenture, agreement or other instrument or
         document to which such Credit Party is a party, or by which the
         properties or assets of such Credit Party are bound, except as could
         not reasonably be expected to have a Material Adverse Effect; and

                  (d) does not and will not result in the creation or imposition
         of any Lien upon any of the properties or assets of such Credit Party
         or any Subsidiary except Permitted Liens.

         8.3      Solvency. Each Credit Party is Solvent after giving effect to
the transactions contemplated by the Loan Documents.

         8.4      Subsidiaries and Stockholders. The Borrower has no
Subsidiaries other than those Persons listed as Subsidiaries in Schedule 8.4 and
additional Subsidiaries of the Borrower created or acquired after the Closing
Date in compliance with Section 9.19; Schedule 8.4 states as of the date hereof
the organizational form of each entity, the authorized and issued capitalization
of the Borrower and each Subsidiary listed thereon, the number of shares or
other equity interests of each class of capital stock or interest issued and
outstanding of the Borrower and each such Subsidiary and the number and/or
percentage of outstanding shares or other equity interest (including options,
warrants and other rights to acquire any interest) of each such class of capital
stock or other equity interest owned by the Borrower or by any such Subsidiary,
the outstanding shares or other equity interests of the Borrower and each such
Subsidiary have been duly authorized and validly issued and are fully paid and
non-assessable; and the Borrower and each such Subsidiary owns beneficially and
of record all the shares and other interests it is listed as owning in Schedule
8.4, free and clear of any Lien other than Permitted Liens.

         8.5      Ownership Interests. Borrower owns no equity interest in any
Person other than the Persons listed in Schedule 8.4, equity investments in
Persons not constituting Subsidiaries permitted under Section 10.7 and
additional Subsidiaries created or acquired after the Closing Date in compliance
with Section 9.19.

         8.6      Financial Condition.

                  (a) The Borrower has furnished to each Lender (i) an audited
         consolidated and related consolidating balance sheet of the Borrower
         and its Subsidiaries as at December 31, 2000 and the notes thereto and
         the related consolidated statements of income, stockholders' equity and
         cash flows for the Fiscal Year then ended as examined and certified by
         Arthur Andersen LLP and (ii) an unaudited consolidated balance sheet of
         the Borrower and its Subsidiaries giving pro forma effect to the
         Transaction as if it had occurred on December 31, 2000 and the notes
         thereto and the related consolidated statements of income,
         stockholders' equity and cash flows for the Fiscal Year then ended,

                                       70
<PAGE>   77
         and (iii) unaudited consolidated statements of income of the Borrower
         (including a calculation of EBITDA) giving pro forma effect to all
         Acquisitions consummated during the Fiscal Year ended December 31,
         2000. Pro forma adjustments to EBITDA shall include only those
         adjustments which are set forth on Schedules 1.1 and 1.2 hereto. Except
         as set forth therein, such financial statements (including the notes
         thereto) present fairly in all material respects the financial
         condition of the Borrower and its Subsidiaries as of the end of such
         Fiscal Year and three month period and results of their operations and
         the changes in its stockholders' equity for the Fiscal Year and interim
         period then ended, all in conformity with GAAP applied on a Consistent
         Basis, subject however, in the case of unaudited interim statements to
         year end audit adjustments;


                  (b) Since the later of (i) the date of the audited financial
         statements delivered pursuant to Section 8.6(a) hereof or (ii) the date
         of the audited financial statements most recently delivered pursuant to
         Section 9.1(a) hereof, there has not occurred any event, condition or
         circumstance which has had or could reasonably be expected to have a
         Material Adverse Effect, nor have the businesses or properties of the
         Borrower or any Subsidiary been materially adversely affected as a
         result of any fire, explosion, earth-quake, accident, strike, lockout,
         combination of workers, flood, embargo or act of God; and

                  (c) Except as set forth in the financial statements referred
         to in Section 8.6(a) or in Schedule 8.6 or as permitted by Section
         10.5, neither the Borrower nor any Subsidiary has incurred, other than
         in the ordinary course of business, any material Indebtedness,
         Contingent Obligation or other commitment or liability which remains
         outstanding or unsatisfied.

         8.7      Title to Properties. The Borrower and each of its Subsidiaries
and each other Credit Party has good and marketable title to all its real and
personal properties, subject to no transfer restrictions or Liens of any kind,
except for the transfer restrictions and Liens described in Schedule 8.7 and
Permitted Liens.

         8.8      Taxes. Except as set forth in Schedule 8.8, the Borrower and
each of its Subsidiaries has filed or caused to be filed all federal, state and
local tax returns which are required to be filed by it and, except for taxes and
assessments being contested in good faith by appropriate proceedings diligently
conducted and against which reserves reflected in the financial statements
described in Section 8.6(a) or Sections 9.1(a) or (b) and satisfactory to the
Borrower's independent certified public accountants have been established, have
paid or caused to be paid all taxes as shown on said returns or on any
assessment received by it, to the extent that such taxes have become due.


                                       71
<PAGE>   78
         8.9      Other Agreements.  No Credit Party nor any Subsidiary is

                  (a) a party to or subject to any judgment, order, decree,
         agreement, lease or instrument, or subject to other restrictions, which
         individually or in the aggregate could reasonably be expected to have a
         Material Adverse Effect; or

                  (b) in default in the performance, observance or fulfillment
         of any of the obligations, covenants or conditions contained in any
         agreement or instrument to which such Credit Party or any Subsidiary is
         a party, which default has, or if not remedied within any applicable
         grace period could reasonably be likely to have, a Material Adverse
         Effect.

         8.10     Litigation. Except as set forth in Schedule 8.10, there is no
action, suit, investigation or proceeding at law or in equity or by or before
any governmental instrumentality or agency or arbitral body pending, or, to the
knowledge of the Borrower, threatened by or against the Borrower or any
Subsidiary or affecting the Borrower or any Subsidiary or any properties or
rights of the Borrower or any Subsidiary, which if adversely determined could
reasonably be likely to have a Material Adverse Effect.

         8.11     Securities Regulations. Neither the Borrower nor any agent
acting in its behalf has taken or omitted to take any action which might cause
this Agreement or any of the documents or instruments delivered pursuant hereto
to violate any regulation of the Board or to violate the Securities Exchange Act
of 1934, as amended, or the Securities Act of 1933, as amended, or any state
securities laws, in each case as in effect on the date hereof.

         8.12     Regulated Company. No Credit Party is (i) an "investment
company," or an "affiliated person" of, or "promoter" or "principal underwriter"
for, an "investment company," as such terms are defined in the Investment
Company Act of 1940, as amended (15 U.S.C. ? 80a-1, et seq.) or (ii) a "holding
company" or a "subsidiary company" or "affiliate" of a "holding company" as such
terms are defined in the Public Utility Holding Company Act of 1935, as amended.
The application of the proceeds of the Loans and repayment thereof by the
Borrower and the performance by the Borrower and the other Credit Parties of the
transactions contemplated by the Loan Documents will not violate any provision
of said Act, or any rule, regulation or order issued by the Securities and
Exchange Commission thereunder, in each case as in effect on the date hereof.

         8.13     Patents, Etc. The Borrower and each other Credit Party owns or
has the right to use, under valid license agreements or otherwise, all material
patents, licenses, franchises, trademarks, trademark rights, trade names, trade
name rights, trade secrets and copyrights necessary to or used in the conduct of
its businesses as now conducted and as contemplated by the Loan Documents,
without known conflict with any patent, license, franchise, trademark, trade
secret, trade name, copyright, other proprietary right of any other Person.

         8.14     No Untrue Statement. This Agreement, the other Loan Documents
and the other IPO Documents and each statement, representation, or warranty
provided to the Agent by KRG Capital Group or any Credit Party in connection
with the negotiation or preparation of the Loan

                                       72
<PAGE>   79
Documents and the IPO Documents contains no misrepresentation or untrue
statement of material fact or omits to state a material fact necessary, in light
of the circumstance under which it was made, in order to make any such document,
warranty, representation or statement contained therein not misleading.

         8.15     No Consents, Etc. Neither the respective businesses or
properties of the Credit Parties or any Subsidiary, nor any relationship among
the Credit Parties or any Subsidiary and any other Person, nor any circumstance
in connection with the execution, delivery and performance of the Loan Documents
and the IPO Documents and the transactions contemplated thereby, is such as to
require a consent, approval or authorization of, or filing, registration or
qualification with, any Governmental Authority or any other Person on the part
of any Credit Party as a condition to the execution, delivery and performance
of, or consummation of the transactions contemplated by the Loan Documents and
the IPO Documents, which, if not obtained or effected, would be reasonably
likely to have a Material Adverse Effect, or if so, such consent, approval,
authorization, filing, registration or qualification has been duly obtained or
effected, as the case may be.

         8.16     Employee Benefit Plans.

                  (a) The Borrower and each ERISA Affiliate is in material
         compliance with all applicable provisions of ERISA and the regulations
         and published interpretations thereunder and in compliance with all
         Foreign Benefit Laws with respect to all Employee Benefit Plans except
         for any required amendments for which the remedial amendment period as
         defined in Section 401(b) of the Code has not yet expired. Each
         Employee Benefit Plan that is intended to be qualified under Section
         401(a) of the Code has been determined or the Borrower or its
         Subsidiaries is in the process of obtaining a determination by the
         Internal Revenue Service to be so qualified, each trust related to such
         plan has been determined to be exempt under Section 501(a) of the Code,
         and each Employee Benefit Plan subject to any Foreign Benefit Law has
         received the required approvals by any Governmental Authority
         regulating such Employee Benefit Plan. No material liability has been
         incurred by the Borrower or any ERISA Affiliate which remains
         unsatisfied for any taxes or penalties with respect to any Employee
         Benefit Plan or any Multiemployer Plan;

                  (b) Neither the Borrower nor any ERISA Affiliate has (i)
         engaged in a nonexempt prohibited transaction described in Section 4975
         of the Code or Section 406 of ERISA affecting any of the Employee
         Benefit Plans or the trusts created thereunder which could subject any
         such Employee Benefit Plan or trust to a material tax or penalty on
         prohibited transactions imposed under Internal Revenue Code Section
         4975 or ERISA, (ii) incurred any accumulated funding deficiency with
         respect to any Employee Benefit Plan, whether or not waived, or any
         other liability to the PBGC which remains outstanding other than the
         payment of premiums and there are no premium payments which are due and
         unpaid, (iii) failed to make a required contribution or payment to a
         Multiemployer Plan, (iv) failed to make a required installment or other
         required payment under Section 412 of the Code, Section 302 of ERISA or
         the terms of such Employee Benefit Plan, or (v) failed to make a
         required contribution or payment, or otherwise failed

                                       73
<PAGE>   80
to operate in compliance with any Foreign Benefit Law regulating any Employee
Benefit Plan;

                  (c) Other than as set forth on Schedule 8.16 hereto, no
         Termination Event has occurred or is reasonably expected to occur with
         respect to any Pension Plan or Multiemployer Plan, and neither the
         Borrower nor any ERISA Affiliate has incurred any unpaid withdrawal
         liability with respect to any Multiemployer Plan;

                  (d) The present value of all vested accrued benefits under
         each Employee Benefit Plan which is subject to Title IV of ERISA, or
         the funding of which is regulated by any Foreign Benefit Law did not,
         as of the most recent valuation date for each such plan, exceed the
         then current value of the assets of such Employee Benefit Plan
         allocable to such benefits, except where such occurrence could not
         reasonably be likely to have a Material Adverse Effect;

                  (e) To the best of the Borrower's knowledge, each Employee
         Benefit Plan which is subject to Title IV of ERISA or the funding of
         which is regulated by any Foreign Benefit Law, maintained by the
         Borrower or any ERISA Affiliate, has been administered in accordance
         with its terms in all material respects and is in compliance in all
         material respects with all applicable requirements of ERISA, applicable
         Foreign Benefit Law and other applicable laws, regulations and rules;

                  (f) The consummation of the Loans and the issuance of the
         Letters of Credit provided for herein will not involve any prohibited
         transaction under ERISA which is not subject to a statutory or
         administrative exemption; and

                  (g) No material proceeding, claim, lawsuit and/or
         investigation exists or, to the best knowledge of the Borrower after
         due inquiry, is threatened concerning or involving any Employee Benefit
         Plan;

         8.17     No Default. As of the date hereof, there does not exist any
Default or Event of Default hereunder.

         8.18     Environmental Laws. Except as listed on Schedule 8.18, the
Borrower and each Subsidiary is in compliance with all applicable Environmental
Laws and has been issued and currently maintains all required federal, state and
local permits, licenses, certificates and approvals, except as could not
reasonably be expected to have a Material Adverse Effect. Except as listed on
Schedule 8.18, neither the Borrower nor any Subsidiary has been notified of any
pending or threatened action, suit, proceeding or investigation, and neither the
Borrower nor any Subsidiary knows of any facts, which might reasonably be
expected to form the basis for any such action, suit, proceeding or
investigation (a) arising out of non-compliance by the Borrower or any
Subsidiary with any Environmental Laws, (b) which seeks, or could reasonably be
expected to result in the suspension, revocation or termination of any license,
permit or approval necessary for the operation of the Borrower's or any
Subsidiary's business or facilities or for the generation, handling, storage,
treatment or disposal of any Hazardous Materials, or (c) which seeks to cause or
could reasonably be expected to result in any property of the Borrower or any


                                       74
<PAGE>   81
Subsidiary or other Credit Party being subjected to any restrictions on
ownership, use, occupancy or transferability under any Environmental Law, in
each case (a) through (c) above, which could reasonably be expected to have a
Material Adverse Effect.

         8.19     Employment Matters.

                  (a) None of the employees of the Borrower or any Subsidiary is
         subject to any collective bargaining agreement and there are no
         strikes, work stoppages, election or decertification petitions or
         proceedings, unfair labor charges, equal opportunity proceedings, or
         other material labor/employee related controversies or proceedings
         pending or, to the best knowledge of the Borrower, threatened against
         the Borrower or any Subsidiary or between the Borrower or any
         Subsidiary and any of its employees, other than employee grievances
         arising in the ordinary course of business which could not reasonably
         be expected, individually or in the aggregate, to have a Material
         Adverse Effect; and

                  (b) Except to the extent a failure to maintain compliance
         would not have a Material Adverse Effect, the Borrower and each
         Subsidiary is in compliance in all respects with all applicable laws,
         rules and regulations pertaining to labor or employment matters,
         including without limitation those pertaining to wages, hours,
         occupational safety and taxation and there is neither any pending nor,
         to the knowledge of the Borrower, threatened litigation, administrative
         proceeding or investigation, in respect of such matters which, if
         decided adversely, could reasonably be likely, individually or in the
         aggregate, to have a Material Adverse Effect.

         8.20     RICO. Neither the Borrower nor any Subsidiary is engaged in or
has engaged in any course of conduct that could subject any of their respective
properties to any Lien, seizure or other forfeiture under any criminal law,
racketeer influenced and corrupt organizations law, civil or criminal, or other
similar laws.

         8.21     Related Transactions. As of the Closing Date, the IPO has been
consummated.


                                       75
<PAGE>   82
                                   ARTICLE IX

                              Affirmative Covenants

         Until the Facility Termination Date, unless the Required Lenders shall
otherwise consent in writing, the Borrower will, and where applicable will cause
each Subsidiary to:

         9.1      Financial Reports, Etc.

                  (a) As soon as practical and in any event within 90 days after
         the end of each Fiscal Year of the Borrower, deliver or cause to be
         delivered to the Agent and each Lender (i) consolidated and
         consolidating balance sheets of the Borrower and its Subsidiaries as at
         the end of such Fiscal Year, and the notes thereto, and the related
         consolidated and consolidating statements of income, stockholders'
         equity and cash flows, and the respective notes thereto, for such
         Fiscal Year, setting forth (other than for consolidating statements)
         comparative financial statements for the preceding Fiscal Year, all
         prepared in accordance with GAAP applied on a Consistent Basis and
         containing, with respect to the consolidated financial statements,
         opinions of Arthur Andersen LLP, or other such independent certified
         public accountants selected by the Borrower and approved by the Agent,
         which are unqualified as to the scope of the audit performed and as to
         the "going concern" status of the Borrower and without any exception
         not acceptable to the Required Lenders, and (ii) a Compliance
         Certificate as of the end of such Fiscal Year;

                  (b) as soon as practical and in any event within 45 days after
         the end of each fiscal quarter (except the last fiscal quarter of the
         Fiscal Year), deliver to the Agent and each Lender (i) consolidated and
         consolidating balance sheets of the Borrower and its Subsidiaries as at
         the end of such fiscal quarter, and the related consolidated and
         consolidating statements of income, stockholders' equity and cash flows
         for such fiscal quarter and for the period from the beginning of the
         then current Fiscal Year through the end of such reporting period, and
         accompanied by a certificate of an Authorized Representative to the
         effect that such financial statements present fairly the financial
         position of the Borrower and its Subsidiaries as of the end of such
         fiscal period and the results of their operations and the changes in
         their financial position for such fiscal period, in conformity with the
         standards set forth in Section 8.6(a) with respect to interim financial
         statements and except for notes and subject to year-end adjustments,
         and (ii) a Compliance Certificate as of the end of such quarter;

                  (c) together with each delivery of the financial statements
         required by Section 9.1(a)(i), deliver to the Agent and each Lender a
         letter from the Borrower's accountants specified in Section 9.1(a)(i)
         stating that in performing the audit necessary to render an opinion on
         the financial statements delivered under Section 9.1(a)(i), they
         obtained no knowledge of any Default or Event of Default by the
         Borrower in the fulfillment of the terms and provisions of this
         Agreement insofar as they relate to financial matters (which at the
         date of such statement remains uncured); or if the accountants have
         obtained

                                       76
<PAGE>   83
         knowledge of such Default or Event of Default, a statement specifying
         the nature and period of existence thereof;

                  (d) promptly upon their becoming available to the Borrower,
         the Borrower shall deliver to the Agent and each Lender a copy of (i)
         all regular or special reports or effective registration statements
         which the Borrower or any Subsidiary shall file with the Securities and
         Exchange Commission (or any successor thereto) or any securities
         exchange, (ii) any proxy statement distributed by the Borrower or any
         Subsidiary to its shareholders, bondholders or the financial community
         in general, and (iii) any management letter or other report submitted
         to the Borrower or any Subsidiary by independent accountants in
         connection with any annual, interim or special audit of the Borrower or
         any Subsidiary;

                  (e) not later than the last Business Day of each Fiscal Year,
         deliver to the Agent and each Lender a capital and operating expense
         budget and consolidated financial projections for the Borrower and its
         Subsidiaries for the next Fiscal Year, prepared in accordance with GAAP
         applied on a Consistent Basis;

                  (g) as soon as practicable and in any event within fifteen
         (15) days following the end of each calendar month, deliver to the
         Agent and each Lender a Borrowing Base Certificate and an accounts
         receivable aging report in form and detail satisfactory to the Agent
         and each Lender;

                  (h) promptly, from time to time, deliver or cause to be
         delivered to the Agent and each Lender such other information regarding
         the Borrower's and any Subsidiary's operations, business affairs and
         financial condition as the Agent or such Lender may reasonably request;

         The Agent and the Lenders are hereby authorized to deliver a copy of
any such financial or other information delivered hereunder to the Lenders (or
any affiliate of any Lender) or to the Agent, to any Governmental Authority
having jurisdiction over the Agent or any of the Lenders pursuant to any written
request therefor or in the ordinary course of examination of loan files, or to
any other Person who shall acquire or consider the assignment of, or acquisition
of any participation interest in, any Obligation permitted by this Agreement.
The Agent and the Lenders shall cause each such Person to become subject to
appropriate confidentiality requirements.

         9.2      Maintain Properties. Maintain all properties necessary to its
operations in good working order and condition, make all needed repairs,
replacements and renewals to such properties, and maintain free from Liens,
other than Permitted Liens, all trademarks, trade names, patents, copyrights,
trade secrets, know-how, and other intellectual property and proprietary
information (or adequate licenses thereto), in each case as are reasonably
necessary to conduct its business as currently conducted or as contemplated
hereby, all in accordance with customary and prudent business practices.


                                       77
<PAGE>   84
         9.3      Existence, Qualification, Etc. Except as otherwise expressly
permitted under Section 10.8, do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and all material rights
and franchises, and maintain its license or qualification to do business as a
foreign corporation and good standing in each jurisdiction in which its
ownership or lease of property or the nature of its business makes such license
or qualification necessary except where the failure to so qualify could not
reasonably be likely to have a Material Adverse Effect.

         9.4      Regulations and Taxes. Comply in all material respects with
all statutes and governmental regulations, other than those statutes and
governmental regulations the non-compliance with which could not reasonable be
expected to have a Material Adverse Effect, and pay all taxes, assessments,
governmental charges, claims for labor, supplies, rent and any other obligation
which, if unpaid, would become a Lien against any of its properties, except
liabilities being contested in good faith by appropriate proceedings diligently
conducted provided that (i) adequate reserves with respect thereto are
maintained on the books of the applicable Person in accordance with GAAP and
(ii) any Lien arising in connection with any such contest shall be permitted to
exist to the extent provided in Section 10.4.

         9.5      Insurance. (a) Keep all of its insurable properties adequately
insured at all times with responsible insurance carriers against loss or damage
by fire and other hazards to the extent and in the manner as are customarily
insured against by similar businesses owning such properties similarly situated
and otherwise as required by the Security Instruments, (b) maintain general
public liability insurance at all times with responsible insurance carriers
against liability on account of damage to persons and property and (c) maintain
insurance under all applicable workers' compensation laws (or in the
alternative, maintain required reserves if self-insured for workers'
compensation purposes) and against loss by reason of business interruption such
policies of insurance to have such limits, deductibles, exclusions, co-insurance
and other provisions providing no less coverages than are maintained by similar
businesses that are similarly situated, such insurance policies to be in form
reasonably satisfactory to the Agent. Each of the policies of insurance
described in this Section 9.5 shall name the Agent for the benefit of the
Lenders as loss payee, mortgagee and additional insured, as applicable, and
shall provide that the insurer shall give the Agent not less than thirty (30)
days' prior written notice before any such policy shall be terminated, lapse or
be altered in any manner.

         9.6      True Books. Keep true books of record and account in which
full, true and correct entries will be made of all of its dealings and
transactions, and set up on its books such reserves as may be required by GAAP
with respect to doubtful accounts and all taxes, assessments, charges, levies
and claims and with respect to its business in general, and include such
reserves in interim as well as year-end financial statements.

         9.7      Right of Inspection. Permit any Person designated by any
Lender or the Agent to visit and inspect any of the properties, corporate books
and financial reports of the Borrower or any Subsidiary and to conduct field
audits and inventory inspections and to discuss its affairs, finances and
accounts with its principal officers and independent certified public
accountants, all at reasonable times, at reasonable intervals and with
reasonable prior written notice. Other than following the occurrence and during
the continuance of a Default or Event of Default, the cost

                                       78
<PAGE>   85
and expense associated with one such visit, inspection and audit in any Fiscal
Year shall be paid by the Borrower and otherwise shall be borne by the Agent and
the Lenders. In the event of the occurrence and during the continuation of a
Default or Event of Default, the cost and expense of all such visits,
inspections and audits shall be paid by the Borrower.

         9.8      Observe all Laws. Conform to and duly observe in all material
respects all laws, rules and regulations and all other valid requirements of any
Governmental Authority with respect to the conduct of its business, except where
the failure to do so could not reasonably be expected to have a Material Adverse
Effect.

         9.9      Governmental Licenses. Obtain and maintain all licenses,
permits, certifications and approvals of all applicable Governmental Authorities
as are required for the conduct of its business as currently conducted and as
contemplated by the Loan Documents, except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

         9.10     Covenants Extending to Other Persons. Cause the Borrower and
each of its Subsidiaries to do with respect to itself, its business and its
assets, each of the things required of the Borrower in Sections 9.2 through 9.9,
and 9.19 inclusive.

         9.11     Officer's Knowledge of Default. Upon any officer of the
Borrower obtaining knowledge of any Default or Event of Default hereunder or
under any other obligation of the Borrower or any Subsidiary or other Credit
Party to any Lender, or any event, development or occurrence which could
reasonably be expected to have a Material Adverse Effect, cause such officer or
an Authorized Representative to promptly notify the Agent of the nature thereof,
the period of existence thereof, and what action the Borrower or such Subsidiary
or other Credit Party proposes to take with respect thereto.

         9.12     Suits or Other Proceedings. Upon any officer of the Borrower
obtaining knowledge of any litigation or other proceedings being instituted
against the Borrower or any Subsidiary or other Credit Party, or any attachment,
levy, execution or other process being instituted against any assets of the
Borrower or any Subsidiary or other Credit Party, making a claim or claims in an
aggregate amount greater than $250,000 not otherwise covered by insurance,
promptly deliver to the Agent written notice thereof stating the nature and
status of such litigation, dispute, proceeding, levy, execution or other
process.

         9.13     Notice of Environmental Complaint or Condition. Promptly
provide to the Agent true, accurate and complete copies of any and all notices,
complaints, orders, directives, claims or citations received by the Borrower or
any Subsidiary based on any (a) violation or alleged violation by the Borrower
or any Subsidiary of any applicable Environmental Law; (b) release or threatened
release by the Borrower or any Subsidiary, or by any Person handling,
transporting or disposing of any Hazardous Material on behalf of the Borrower or
any Subsidiary, or at any facility or property owned or leased or operated by
the Borrower or any Subsidiary, of any Hazardous Material, except where
occurring legally; or (c) liability or alleged liability of the Borrower or any
Subsidiary for the costs of cleaning up, removing, remediating or responding to
a release of Hazardous Materials.


                                       79
<PAGE>   86
         9.14     Environmental Compliance. If the Borrower or any Subsidiary
shall receive any letter, notice, complaint, order, directive, claim or citation
alleging that the Borrower or any Subsidiary has violated any Environmental Law,
has released any Hazardous Material, or is liable for the costs of cleaning up,
removing, remediating or responding to a release of Hazardous Materials, the
Borrower and any Subsidiary shall, within the time period permitted and to the
extent required by the applicable Environmental Law or the Governmental
Authority responsible for enforcing such Environmental Law, remove or remedy, or
cause the applicable Subsidiary to remove or remedy, such violation or release
or satisfy such liability, except that this obligation shall not apply during
the period that (a) the Borrower or any Subsidiary is contesting by appropriate
proceedings being diligently conducted the applicability of the Environmental
Law, the fact of such violation or liability or the action required to remove or
remedy such violation and (b) all reserves with respect thereto as may be
required under GAAP, if any, have been made, and (c) no Lien in connection
therewith shall have attached to any property of the Borrower or the applicable
Subsidiary which shall have become enforceable against creditors of such Person
unless the Borrower obtains insurance for or a bond over such Lien in an amount
satisfactory to the Agent.

         9.15     Indemnification. Without limiting the generality of Section
13.9 but subject to the limitations set forth therein, the Borrower hereby
agrees to indemnify and hold the Agent and the Lenders and any affiliate,
officer, director, employee, agent or advisor of any Lender, and their
respective officers, directors, employees and agents, harmless from and against
any and all claims, losses, penalties, liabilities, damages and expenses
(including assessment and cleanup costs and reasonable attorneys', consultants'
or other expert fees, expenses and disbursements) arising directly or indirectly
from, out of or by reason of (a) the violation of any Environmental Law by the
Borrower or any Subsidiary or with respect to any property owned, operated or
leased by the Borrower or any Subsidiary or (b) the handling, storage,
transportation, treatment, emission, release, discharge or disposal of any
Hazardous Materials by or on behalf of the Borrower or any Subsidiary, or on or
with respect to property owned or leased or operated by the Borrower or any
Subsidiary. The provisions of this Section 9.15 shall continue in effect
notwithstanding the occurrence of the Facility Termination Date.

         9.16     Further Assurances. At the Borrower's cost and expense, upon
request of the Agent, duly execute and deliver or cause to be duly executed and
delivered, to the Agent such further instruments, documents, certificates,
financing and continuation statements, and do and cause to be done such further
acts that may be reasonably necessary or advisable in the reasonable opinion of
the Agent to carry out more effectively the provisions and purposes of this
Agreement, the Security Instruments and the other Loan Documents.

         9.17     Employee Benefit Plans.

                  (a) With reasonable promptness, and in any event within thirty
         (30) days thereof, give notice to the Agent of (i) the establishment of
         any new Pension Plan (which notice shall include a copy of such plan),
         (ii) the commencement of contributions to any Employee Benefit Plan to
         which the Borrower or any of its ERISA Affiliates was not previously
         contributing, (iii) any material increase in the benefits of any
         existing Employee Benefit Plan, (iv) each funding waiver request filed
         with respect to any

                                       80
<PAGE>   87
         Pension Plan and all communications received or sent by the Borrower or
         any ERISA Affiliate with respect to such request and (v) the failure of
         the Borrower or any ERISA Affiliate to make a required installment or
         payment under Section 302 of ERISA or Section 412 of the Code (in the
         case of Employee Benefit Plans regulated by the Code or ERISA) or under
         any Foreign Benefit Law (in the case of Employee Benefit Plans
         regulated by any Foreign Benefit Law) by the due date;

                  (b) Promptly and in any event within fifteen (15) days of
         becoming aware of the occurrence or forthcoming occurrence of any (i)
         Termination Event or (ii) nonexempt "prohibited transaction," as such
         term is defined in Section 406 of ERISA or Section 4975 of the Code, in
         connection with any Employee Benefit Plan or any trust created
         thereunder, deliver to the Agent a notice specifying the nature
         thereof, what action the Borrower or any ERISA Affiliate has taken, is
         taking or proposes to take with respect thereto and, when known, any
         action taken or threatened by the Internal Revenue Service, the
         Department of Labor or the PBGC with respect thereto; and

                  (c) With reasonable promptness but in any event within fifteen
         (15) days for purposes of clauses (i), (ii) and (iii), deliver to the
         Agent copies of (i) any unfavorable determination letter from the
         Internal Revenue Service regarding the qualification of an Employee
         Benefit Plan under Section 401(a) of the Code, (ii) all notices
         received by the Borrower or any ERISA Affiliate of the PBGC's or any
         Governmental Authority's intent to terminate any Pension Plan or to
         have a trustee appointed to administer any Pension Plan, (iii) each
         Schedule B (Actuarial Information) to the annual report (Form 5500
         Series) filed by the Borrower or any ERISA Affiliate with the Internal
         Revenue Service with respect to each Employee Benefit Plan and (iv) all
         notices received by the Borrower or any ERISA Affiliate from a
         Multiemployer Plan sponsor concerning the imposition or amount of
         withdrawal liability pursuant to Section 4202 of ERISA. The Borrower
         will notify the Agent in writing within five (5) Business Days of the
         Borrower or any ERISA Affiliate obtaining knowledge or reason to know
         that the Borrower or any ERISA Affiliate has filed or intends to file a
         notice of intent to terminate any Pension Plan under a distress
         termination within the meaning of Section 4041(c) of ERISA.

         9.18     Continued Operations. Continue at all times to conduct its
business and engage principally in the same line or lines of business
substantially as heretofore conducted.

         9.19     New Subsidiaries. Within thirty (30) days of the acquisition
or creation of any Subsidiary (other than a FSC Subsidiary), cause to be
delivered to the Agent each of the following:

                  (a) a Facility Guaranty executed by each such Domestic
         Subsidiary substantially in the form of Exhibit I;

                  (b) a Security Agreement and IP Security Agreement of each
         such Domestic Subsidiary substantially in the form of Exhibit J and M,
         respectively, together with such Uniform Commercial Code financing
         statements on Form UCC-1 or otherwise duly executed by such Subsidiary
         as "Debtor" and naming the Agent for the benefit of the

                                       81
<PAGE>   88
         Agent and the Lenders as "Secured Party," in form, substance and number
         sufficient in the reasonable opinion of the Agent and its special
         counsel to be filed in all Uniform Commercial Code filing offices in
         all jurisdictions in which filing is necessary or advisable to perfect
         in favor of the Agent for the benefit of the Agent and the Lenders the
         Lien on Collateral conferred under such Security Instrument to the
         extent such Lien may be perfected by Uniform Commercial Code filing;

                  (b) a Mortgage of each such Domestic Subsidiary substantially
         in the form of Exhibit M, together with all related Mortgage Support
         Documents, all in form and substance acceptable to the Agent and in
         number sufficient in the reasonable opinion of the Agent and its
         special counsel to be filed in all filing offices in all jurisdictions
         in which filing is necessary or advisable to perfect in favor of the
         Agent for the benefit of the Agent and the Lenders the Lien on the
         Mortgaged Property subject thereof;

                  (c) if the Subsidiary Securities issued by such Subsidiary
         that are, or are required to become, Pledged Interests, shall be owned
         by a Subsidiary who has not then executed and delivered to the Agent a
         Pledge Agreement granting a Lien to the Agent, for the benefit of the
         Agent and the Lenders, in such equity interests, a Pledge Agreement
         executed by the Subsidiary that directly owns such Subsidiary
         Securities substantially in the form attached hereto as Exhibit K (or,
         as to the Pledged Interests issued by any Direct Foreign Subsidiary, in
         a form acceptable to the Agent), and if such Subsidiary Securities
         shall be owned by the Borrower or a Subsidiary who has previously
         executed a Pledge Agreement, a Pledge Agreement Supplement in the form
         required by such Pledge Agreement pertaining to such Subsidiary
         Securities;

                  (d) if the Pledged Interests issued by such Subsidiary
         constitute securities under Article 8 of the Uniform Commercial Code
         (i) the certificates representing 100% of such Subsidiary Securities
         and (ii) duly executed, undated stock powers or other appropriate
         powers of assignment in blank affixed thereto;

                  (e) (i) Uniform Commercial Code financing statements on form
         UCC-1 or otherwise duly executed by the pledgor as "Debtor" and naming
         the Agent for the benefit of the Agent and the Lenders as "Secured
         Party," in form, substance and number sufficient in the reasonable
         opinion of the Agent and its special counsel to be filed in all Uniform
         Commercial Code filing offices and in all jurisdictions in which filing
         is necessary or advisable to perfect in favor of the Agent for the
         benefit of the Agent and the Lenders the Lien on such Subsidiary
         Securities and (ii) if the Pledged Interests issued by such Subsidiary
         do not constitute securities and such Subsidiary has not elected to
         have such interests treated as securities under Article 8 of the
         applicable Uniform Commercial Code, a control agreement from the
         Registrar of such Subsidiary, in form and substance acceptable to the
         Agent and in which the Registrar (1) acknowledges that the pledgor is
         at the date of such acknowledgment the sole record, and to its
         knowledge, beneficial owner of such Subsidiary Securities, (2)
         acknowledges the Lien in favor of the Agent conferred under the Pledge
         Agreement and that such Lien will be reflected on the registry for such
         Subsidiary Securities, (3) agrees that it will not register any
         transfer of such Subsidiary Securities nor acknowledge any Lien in
         favor of any other Person on

                                       82
<PAGE>   89
         such Subsidiary Securities, without the prior written consent of the
         Agent, in each instance, until it receives notice from the Agent that
         all Liens on such Collateral in favor of the Agent for the benefit of
         the Agent and the Lenders have been released or terminated, and (4)
         agrees that upon receipt of notice from the Agent that an Event of
         Default has occurred and is continuing and that the Subsidiary
         Securities identified in such notice have been transferred to a
         transferee identified in such notice, it will duly record such transfer
         of Subsidiary Securities on the appropriate registry without requiring
         further consent from the pledgor and shall thereafter treat the
         transferee as the sole record and beneficial owner of such Subsidiary
         Securities pending further transfer, notwithstanding any contrary
         instruction received from the pledgor;

                  (f) a supplement to the appropriate schedule attached to the
         appropriate Security Instruments listing the additional Collateral,
         certified as true, correct and complete by the Authorized
         Representative (provided that the failure to deliver such supplement
         shall not impair the rights conferred under the Security Instruments in
         after acquired Collateral);

                  (g) an opinion of counsel to the Subsidiary dated as of the
         date of delivery of the Facility Guaranty and other Loan Documents
         provided for in this Section 9.19 and addressed to the Agent and the
         Lenders, in form and substance reasonably acceptable to the Agent
         (which opinion may include assumptions and qualifications of similar
         effect to those contained in the opinions of counsel delivered pursuant
         to Section 7.1(a)), to the effect that:

                           (i) such Subsidiary is duly organized, validly
                  existing and in good standing in the jurisdiction of its
                  formation, has the requisite power and authority to own its
                  properties and conduct its business as then owned and then
                  conducted and proposed to be conducted and to execute, deliver
                  and perform the Facility Guaranty and other Loan Documents
                  described in this Section 9.19 to which such Subsidiary is a
                  signatory, and is duly qualified to transact business and is
                  in good standing as a foreign corporation or partnership in
                  each other jurisdiction in which the character of the
                  properties owned or leased, or the business carried on by it,
                  requires such qualification and the failure to be so qualified
                  would reasonably be likely to result in a Material Adverse
                  Effect;

                           (ii) the execution, delivery and performance of the
                  Facility Guaranty and other Loan Documents described in this
                  Section 9.19 to which such Subsidiary is a signatory have been
                  duly authorized by all requisite corporate or partnership
                  action (including any required shareholder or partner
                  approval), each of such agreements has been duly executed and
                  delivered and constitutes the valid and binding agreement of
                  such Subsidiary, enforceable against such Subsidiary in
                  accordance with its terms, subject to the effect of any
                  applicable bankruptcy, moratorium, insolvency, reorganization
                  or other similar law affecting the enforceability of
                  creditors' rights generally and to the effect of general
                  principles of equity (whether considered in a proceeding at
                  law or in equity); and

                                       83

<PAGE>   90

                           (iii) the Subsidiary Securities of such Subsidiary
                  are duly authorized, validly issued, fully paid and
                  nonassessable, and free of any preemptive rights, and the
                  applicable Security Instrument (including foreign collateral
                  documents) is effective to create a valid security interest in
                  favor of the Agent for the benefit of the Agent and the
                  Lenders in such Subsidiary Securities as constitute Pledged
                  Interests; and

                           (iv) the Uniform Commercial Code financing statements
                  on Form UCC-1 delivered to the Agent by the Subsidiary in
                  connection with the delivery of the Security Instruments of
                  such Subsidiary have been duly executed by the Subsidiary and
                  are in form, substance and number sufficient for filing in all
                  Uniform Commercial Code filing offices in all jurisdictions in
                  which filing is necessary to perfect in favor of the Agent for
                  the benefit of the Agent and the Lenders the Lien on
                  Collateral conferred under such Security Instruments to the
                  extent such Lien may be perfected by Uniform Commercial Code
                  filing; and

                           (v) in the case of Direct Foreign Subsidiaries only,
                  that under the laws of the applicable foreign jurisdiction,
                  all agreements, notices and other documents that are required
                  to be executed, delivered, filed or recorded and all other
                  action required to be taken, within or pursuant to the laws of
                  such jurisdiction to perfect the Lien conferred in favor of
                  the Agent under the applicable Security Instrument as against
                  creditors of and purchasers for value from the holder of the
                  Pledged Interests has been duly executed, delivered, filed,
                  recorded or taken, as the case may be; and

                  (h) current copies of the Organizational Documents and
         Operating Documents of such Subsidiary, minutes of duly called and
         conducted meetings (or duly effected consent actions) of the Board of
         Directors, partners, or appropriate committees thereof (and, if
         required by such Organizational Documents, Operating Documents or
         applicable law, of the shareholders, members or partners) of such
         Subsidiary authorizing the actions and the execution and delivery of
         documents described in this Section 9.19.

         9.20 Swap Agreements. Within fifteen (15) days of the Closing Date, the
Borrower shall have entered into Swap Agreements with a minimum term of three
(3) years in an aggregate notional amount equal to not less than 40% of the Term
Loan Facilities and not more than the Total Term Loan Commitment.

         9.21 Use of Proceeds; Regulatory Compliance. The proceeds of the
borrowings made hereunder will be used by the Borrower only for the purposes set
forth in Section 2.5. None of such proceeds will be used, directly or
indirectly, for the purpose of purchasing or carrying any margin stock or for
the purpose of reducing or retiring any Indebtedness which was originally
incurred to purchase or carry margin stock or for any other purpose which
violates or which would be inconsistent with Regulation U (12 CFR Part 221) or
Regulation X (12 CFR Part 224) of the Board. Neither the Borrower nor any agent
acting in its behalf will take any action which might cause this Agreement or
any of the documents or instruments delivered pursuant hereto to violate any
regulation of the Board or to violate the Securities Exchange Act of 1934, as




                                       84
<PAGE>   91
amended, or the Securities Act of 1933, as amended, or any state securities
laws, in each case as in effect on the date hereof.

                                       85
<PAGE>   92
                                    ARTICLE X

                               Negative Covenants

         Until the Facility Termination Date, unless the Required Lenders shall
otherwise consent in writing, the Borrower will not, nor will it permit any
Subsidiary to:

         10.1     Financial Covenants.

                  (a) Consolidated Leverage Ratio. Permit the Consolidated
         Leverage Ratio as of the end of any Four-Quarter Period during the
         respective periods set forth below to be greater than that set forth
         opposite each such period:


<TABLE>
<CAPTION>
                                          Consolidated
             Period                 Leverage Ratio Must Not Exceed
<S>                                 <C>
         Closing Date through
         September 30, 2002                   3.00 to 1.00

         December 31, 2002 through
         September 30, 2003                   2.75 to 1.00

         December 31, 2003 and
         Thereafter                           2.50 to 1.00
</TABLE>

                  (b) Consolidated Fixed Charge Ratio. Permit as at the end of
         any Four-Quarter Period the Consolidated Fixed Charge Ratio to be less
         than 1.50 to 1.00.

                  (c) Consolidated Interest Coverage Ratio. Permit as at the end
         of any Four-Quarter Period the Consolidated Interest Coverage Ratio to
         be less than 3.00 to 1.00.

         10.2 Acquisitions. Enter into any agreement, contract, binding
commitment or other arrangement providing for any Acquisition, or take any
action to solicit the tender of securities or proxies in respect thereof in
order to effect any Acquisition, unless (i) the Person to be (or whose assets
are to be) acquired does not oppose such Acquisition and the line or lines of
business of the Person to be acquired are substantially the same as or
complementary or related to one or more line or lines of business conducted by
the Borrower and its Subsidiaries, (ii) no Default or Event of Default shall
have occurred and be continuing either immediately prior to or immediately after
giving effect to such Acquisition and, if the Total Cost of Acquisition is in
excess of $1,000,000, the Borrower shall have furnished to the Agent (A) pro
forma historical financial statements as of the end of the most recently
completed Fiscal Year of the Borrower and most recent interim fiscal quarter, if
applicable giving effect to such Acquisition and (B) a certificate in the form
of Exhibit H prepared on a historical pro forma basis as of the most recent date
for which financial statements have been furnished pursuant to Section 8.6(a) or
Section


                                       86
<PAGE>   93
 9.1(a) or (b) giving effect to such Acquisition, which certificate shall
demonstrate that no Default or Event of Default would exist immediately after
giving effect thereto, (iii) the Person acquired shall be a wholly-owned
Domestic Subsidiary, or be merged into the Borrower or a wholly-owned Domestic
Subsidiary, immediately upon consummation of the Acquisition (or if assets are
being acquired, the acquiror shall be the Borrower or a wholly-owned
Subsidiary), (iv) if the Total Cost of Acquisition shall exceed $15,000,000 or
the Non-Equity Cost of Acquisition shall exceed $7,000,000, the Required Lenders
shall consent to such Acquisition in their discretion, and (v) after giving
effect to such Acquisition, the aggregate Total Costs of Acquisition and
Non-Equity Cost of Acquisition incurred in any Fiscal Year (on a noncumulative
basis, with the effect that amounts not incurred in any Fiscal Year may not be
carried forward to a subsequent period) shall not exceed $30,000,000 and
$15,000,000, respectively.

         10.3 Capital Expenditures. Make or become committed to make Capital
Expenditures (other than Capital Expenditures incurred in connection with
Acquisitions permitted hereunder), which exceed $10,000,000 in the aggregate in
any Fiscal Year of the Borrower (on a noncumulative basis, with the effect that
amounts not expended in any Fiscal Year may not be carried forward to a
subsequent period).

         10.4 Liens. Incur, create or permit to exist any Lien, charge or other
encumbrance of any nature whatsoever with respect to any property or assets now
owned or hereafter acquired by the Borrower or any Subsidiary, other than the
following (collectively, "Permitted Liens"):

         (a) Liens created under the Security Instruments in favor of the Agent
and the Lenders, and otherwise existing as of the date hereof and as set forth
in Schedule 8.7;

         (b) Liens imposed by law for taxes, assessments or charges of any
Governmental Authority for claims not yet due or which are being contested in
good faith by appropriate proceedings diligently conducted, which, except as
expressly so specified on Schedule 8.7, are inferior in respect of the
Collateral to the Liens conferred under the Security Instruments, and with
respect to which adequate reserves or other appropriate provisions are being
maintained in accordance with GAAP and which Liens are not yet exercisable to
effect the sale or seizure of any property subject thereto;

         (c) statutory Liens of landlords and Liens of carriers, warehousemen,
mechanics, materialmen and other Liens imposed by law or arising in the ordinary
course of business and in existence less than 90 days from the date of creation
thereof for amounts not yet due or which are being contested in good faith by
appropriate proceedings diligently conducted, which, except as expressly so
specified on Schedule 8.7, are inferior in respect of the Collateral to the
Liens conferred under the Security Instruments, and with respect to which
adequate reserves are being maintained in accordance with GAAP and which Liens
are not yet exercisable to effect the sale or seizure of any property subject
thereto;

         (d) Liens incurred or deposits made in the ordinary course of business
in connection with workers' compensation, unemployment insurance and other types
of social security benefits or to secure the performance of tenders, bids,
leases, surety and


                                       87
<PAGE>   94
         appeal bonds, contracts (other than for the repayment of Indebtedness),
         statutory obligations and other similar obligations or arising as a
         result of progress payments under government contracts;

                  (e) easements (including reciprocal easement agreements and
         utility agreements), rights-of-way, covenants, consents, reservations,
         encroachments, variations and zoning and other restrictions, charges or
         encumbrances (whether or not recorded), which do not interfere
         materially with the ordinary conduct of the business of the Borrower or
         any Subsidiary and which do not materially detract from the value of
         the property to which they attach or materially impair the use thereof
         to the Borrower or any Subsidiary; and

                  (f) purchase money Liens to secure Indebtedness permitted
         under Section 10.5(d) and incurred to purchase fixed assets, provided
         such Indebtedness represents not less than 75% of the purchase price of
         such assets as of the date of purchase thereof and no property other
         than the assets so purchased secures such Indebtedness; and

                  (g) Liens arising in connection with Capital Leases permitted
         under Section 10.5(h); provided that no such Lien shall extend to any
         Collateral or to any other property other than the assets subject to
         such Capital Leases.

         10.5  Indebtedness. Incur, create, assume or permit to exist any
Indebtedness, howsoever evidenced, except:

                  (a) Indebtedness existing as of the Closing Date as set forth
         in Schedule 8.6; provided, however, that none of the instruments and
         agreements evidencing or governing such Indebtedness shall be amended,
         modified or supplemented after the Closing Date to change any terms of
         subordination, repayment or rights of enforcement, conversion, put,
         exchange or other rights from such terms and rights as in effect on the
         Closing Date;

                  (b) Indebtedness owing to the Agent or any Lender in
         connection with this Agreement, any Note or other Loan Document;

                  (c) the endorsement of negotiable instruments for deposit or
         collection or similar transactions in the ordinary course of business;

                  (d) purchase money Indebtedness described in Section 10.4(f)
         not to exceed an aggregate outstanding principal amount at any time of
         $425,000;

                  (e) Indebtedness arising from Rate Hedging Obligations
         permitted under Section 10.16;

                  (f) unsecured intercompany Indebtedness for loans and advances
         made by the Borrower or any Guarantor to the Borrower or any Subsidiary
         who is a Guarantor, provided that such intercompany Indebtedness is
         evidenced by a promissory note or similar written instrument acceptable
         to the Agent which provides that such Indebtedness

                                       88
<PAGE>   95
         is subordinated to obligations, liabilities and undertakings of the
         obligor thereof under  the Loan Documents on terms acceptable to the
         Agent;

                  (g) obligations under Capital Leases in an aggregate amount of
         up to $425,000;

                  (h) additional unsecured Indebtedness not otherwise covered by
         clauses (a) through (h) above, provided that the aggregate outstanding
         principal amount of all such other Indebtedness permitted under this
         clause (i) shall in no event exceed $425,000 at any time;

                  (i) Indebtedness of Foreign Subsidiaries which is non-recourse
         to the Borrower or any Guarantor (but which may be supported by a
         Letter of Credit) in an aggregate amount not in excess of the foreign
         currency equivalent amount of $600,000 at any time based upon the Spot
         Rate of Exchange at such time;

                  (j) Indebtedness extending the maturity of, or renewing,
         refunding or refinancing, in whole or in part, Indebtedness incurred
         under clauses (a), (d), (e), (f), (g), (h) and (j) of this Section
         10.5, provided that the terms of any such extension, renewal, refunding
         or refinancing Indebtedness (and of any agreement or instrument entered
         into in connection therewith) are no less favorable to the Agent and
         the Lenders than the terms of the Indebtedness as in effect prior to
         such action, and provided further that (1) the aggregate principal
         amount of or interest rate or rates and fees payable on such extended,
         renewed, refunded or refinanced Indebtedness shall not be increased by
         such action, (2) the group of direct or contingent obligors on such
         Indebtedness shall not be expanded as a result of any such action, and
         (3) immediately before and immediately after giving effect to any such
         extension, renewal, refunding or refinancing, no Default or Event of
         Default shall have occurred and be continuing; and

                  (k) The Micro-Coax Obligations, to the extent supported by a
         letter of credit in the face amount of at least $3,500,000 issued by a
         financial institution acceptable to the Agent and containing terms
         acceptable to the Agent.

         10.6 Transfer of Assets. Sell, lease, transfer or otherwise dispose of
any assets of the Borrower or any Subsidiary other than (a) dispositions of
inventory in the ordinary course of business, (b) dispositions of equipment
which, in the aggregate during any Fiscal Year, have a fair market value or book
value, whichever is less, of $250,000 or less and is not replaced by equipment
having at least equivalent value, (c) Asset Dispositions, the proceeds of which
are applied by the Borrower or its Subsidiaries in accordance with the Security
Instruments, (d) dispositions of property that is substantially worn, damaged,
obsolete and, in the judgment of the Borrower, no longer best used or useful in
its business or that of any Subsidiary, (e) transfers of assets necessary to
give effect to merger or consolidation transactions permitted by Section 10.8,
(f) the disposition of Eligible Securities in the ordinary course of management
of the investment portfolio of the Borrower and its Subsidiaries, and (g) other
Asset Dispositions in the ordinary course of business, provided that the
proceeds therefrom shall be applied as provided in Section 2.1(e).

                                       89
<PAGE>   96
         10.7 Investments. Purchase, own, invest in or otherwise acquire,
directly or indirectly, any stock or other securities, or make or permit to
exist any interest whatsoever in any other Person or permit to exist any loans
or advances to any Person, except that Borrower may:

         (a) maintain investments or invest in securities of any Person acquired
in an Acquisition permitted hereunder;

         (b) maintain investments or invest in Eligible Securities;

         (c) maintain investments existing as of the date hereof and as set
forth in Schedule 8.4;

         (d) maintain investments or invest in accounts receivable arising and
trade credit granted in the ordinary course of business and any securities
received in satisfaction or partial satisfaction thereof in connection with
accounts of financially troubled Persons to the extent reasonably necessary in
order to prevent or limit loss; and

         (e) maintain investments or invest in or make or maintain loans to
Subsidiaries; provided, however, investments and loans in Subsidiaries which are
not Guarantors may not exceed $750,000 in aggregate amount at any time;

         (f) maintain investments or invest in or make or maintain loans to
Joint Ventures in an aggregate amount outstanding in excess of $250,000 at any
time;

         (g) make loans between the Borrower and the Guarantors described in
Section 10.5(g);

         (h) make other loans, advances and investments in an aggregate
principal amount at any time outstanding not to exceed $250,000.

         10.8 Merger or Consolidation. (a) Consolidate with or merge into any
other Person, or (b) permit any other Person to merge into it, or (c) sell,
transfer or lease or otherwise dispose of all or a substantial part of its
assets (other than sales permitted under Section 10.6(e) and (f)); provided,
however, (i) any Subsidiary of the Borrower may merge or transfer all or
substantially all of its assets into or consolidate with the Borrower or any
wholly-owned Domestic Subsidiary of the Borrower, (ii) any Foreign Subsidiary
may merge or transfer all or substantially all of its assets into or consolidate
with any Foreign Subsidiary and (iii) any other Person may merge into or
consolidate with the Borrower or any wholly-owned Domestic Subsidiary provided
the Borrower or such Domestic Subsidiary is the surviving entity.

         10.9 Restricted Payments. Make any Restricted Payment or apply or set
apart any of their assets therefor or agree to do any of the foregoing;
provided, however, so long as no Default or Event of Default has occurred and is
continuing and no Default or Event of Default would result therefrom, the
Borrowers and its Subsidiaries may:
                                       90
<PAGE>   97
                  (a) repurchase, redeem, retire, convert, exchange or otherwise
         acquire from any employee whose employment with the Borrower and any
         Subsidiary has been terminated, shares of capital stock issued by the
         Borrower or its Subsidiaries to such employee in an aggregate amount
         not in excess of $100,000 individually or in an aggregate amount for
         all such employees not in excess of $500,000;

                  (b) pay dividends on the date hereof in an aggregate amount of
         up to $_________ in respect of the Common Stock of the Borrower in
         connection with the IPO; and

                  (c) redeem certain shares of Series AA Preferred Stock of the
         Borrower on the date hereof in an aggregate amount of up to $________.

         10.10 Transactions with Affiliates. Other than pursuant to the
Management Agreement and the transactions permitted under Sections 10.7 and
10.8, enter into any transaction after the Closing Date, including, without
limitation, the purchase, sale, lease or exchange of property, real or personal,
or the rendering of any service, with any Affiliate of the Borrower, except (a)
that such Persons may render services to the Borrower or its Subsidiaries for
compensation at the same rates generally paid by Persons engaged in the same or
similar businesses for the same or similar services, (b) that the Borrower or
any Subsidiary may render services to such Persons for compensation at the same
rates generally charged by the Borrower or such Subsidiary and (c) in either
case in the ordinary course of business and pursuant to the reasonable
requirements of the Borrower's (or any Subsidiary's) business consistent with
past practice of the Borrower and its Subsidiaries and upon fair and reasonable
terms no less favorable to the Borrower (or any Subsidiary) than would be
obtained in a comparable arm's-length transaction with a Person not an
Affiliate.

         10.11 Compliance with ERISA, the Code and Foreign Benefit Laws. With
respect to any Pension Plan, Employee Benefit Plan or Multiemployer Plan:

                  (a) permit the occurrence of any Termination Event which would
         result in a liability on the part of the Borrower or any ERISA
         Affiliate to the PBGC or to any Governmental Authority; or

                  (b) permit the present value of all benefit liabilities under
         all Pension Plans to exceed the current value of the assets of such
         Pension Plans allocable to such benefit liabilities, except where such
         occurrence could not reasonably be likely to have a Material Adverse
         Effect; or

                  (c) permit any accumulated funding deficiency (as defined in
         Section 302 of ERISA and Section 412 of the Code) with respect to any
         Pension Plan, whether or not waived; or

                  (d) fail to make any contribution or payment to any
         Multiemployer Plan which the Borrower or any ERISA Affiliate may be
         required to make under any agreement relating to such Multiemployer
         Plan, or any law pertaining thereto; or

                                       91
<PAGE>   98
                  (e) engage, or permit any Borrower or any ERISA Affiliate to
         engage, in any prohibited transaction under Section 406 of ERISA or
         Sections 4975 of the Code for which a civil penalty pursuant to Section
         502(I) of ERISA or a tax pursuant to Section 4975 of the Code may be
         imposed; or

                  (f) permit the establishment of any Employee Benefit Plan
         providing post-retirement welfare benefits or establish or amend any
         Employee Benefit Plan which establishment or amendment could result in
         liability to the Borrower or any ERISA Affiliate or increase the
         obligation of the Borrower or any ERISA Affiliate to a Multiemployer
         Plan which annual liability or increase, individually or together with
         all similar liabilities and increases, is in excess of $500,000; or

                  (g) fail, or permit the Borrower or any ERISA Affiliate to
         fail, to establish, maintain and operate each Employee Benefit Plan in
         compliance in all material respects with the provisions of ERISA, the
         Code, all applicable Foreign Benefit Laws and all other applicable laws
         and the regulations and interpretations thereof.

         10.12    Fiscal Year.  Change its Fiscal Year.

         10.13 Dissolution, etc. Wind up, liquidate or dissolve (voluntarily or
involuntarily) or commence or suffer any proceedings seeking any such winding
up, liquidation or dissolution, except in connection with a merger or
consolidation permitted pursuant to Section 10.8.

         10.14 Limitations on Sales and Leasebacks. Enter into any arrangement
or arrangements with any Person providing for the leasing by the Borrower or any
Subsidiary of real or personal property, whether now owned or hereafter acquired
in a single transaction or series of related transactions, which has been or is
to be sold or transferred by the Borrower or any Subsidiary to such Person or to
any other Person to whom funds have been or are to be advanced by such Person on
the security of such property or rental obligations of the Borrower or any
Subsidiary.

         10.15 Change in Control. Cause, suffer or permit to exist or occur any
Change of Control.

         10.16 Rate Hedging Obligations. Incur any Rate Hedging Obligations or
enter into any agreements, arrangements, devices or instruments relating to Rate
Hedging Obligations, except pursuant to Swap Agreements required under Section
9.20 or as otherwise agreed by the Borrower and the Agent.

         10.17 Negative Pledge Clauses. Enter into or cause, suffer or permit to
exist any agreement with any Person other than the Agent and the Lenders
pursuant to this Agreement or any other Loan Documents which prohibits or limits
the ability of any of the Borrower or any Subsidiary to create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether
now owned or hereafter acquired, provided that the Borrower and any


                                       92
<PAGE>   99
Subsidiary may enter into such an agreement in connection with, and that applies
only to, property acquired with the proceeds of purchase money Indebtedness
permitted hereunder.

         10.18 Change in Accountants. Change the Borrower's independent public
accountants.

         10.19    Prepayments, Etc. of Indebtedness.


                  (a) Prepay, redeem, purchase, defease or otherwise satisfy
         prior to the scheduled maturity thereof in any manner, or make any
         payment in violation of any subordination terms of, any Indebtedness
         other than the prepayments of the Obligations in accordance with the
         terms hereof;

                  (b) Amend, modify or change in any manner any term or
         condition of any Indebtedness described in Section 10.5(j) or any lease
         other than in the ordinary course of business so that the terms and
         conditions thereof are less favorable to the Agent and the Lenders or,
         with respect to covenants, maturities, interest rates and events of
         default, more restrictive on the Borrower than the terms of such
         Indebtedness or leases as of the Closing Date.

         10.20 Partnerships. Become a general partner in any general or limited
partnership.

         10.21 Amendment to Certain Documents. Amend or modify in any material
respect its Organizational Documents or Operating Documents or amend the
Management Agreement so as to directly or indirectly increase the consideration
paid to KRG Capital Group thereunder.

         10.22 Use of Proceeds. Use proceeds of any Advance other than in
accordance with Section 2.3.

         10.23 Limitations on Upstreaming. Enter into any agreement restricting
or limiting the payment of dividends or other distributions or the transfer of
assets from any Subsidiary to the Borrower or to any other Subsidiary owning
Subsidiary Securities of such Subsidiary.

                                       93
<PAGE>   100
                                   ARTICLE XI

                       Events of Default and Acceleration

         11.1 Events of Default. If any one or more of the following events
(herein called "Events of Default") shall occur for any reason whatsoever (and
whether such occurrence shall be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any judgment,
decree or order of any court or any order, rule or regulation of any
Governmental Authority), that is to say:

                  (a) if default shall be made in the due and punctual payment
         of the principal of any Loan, Reimbursement Obligation or other
         Obligation, when and as the same shall be due and payable whether
         pursuant to any provision of Article II or Article III or Article IV,
         at maturity, by acceleration or otherwise;

                  (b) if default shall be made in the due and punctual payment
         of any amount of interest on any Loan, Reimbursement Obligation or
         other Obligation or of any fees or other amounts payable to any of the
         Lenders or the Agent on the date on which the same shall be due and
         payable;

                  (c) if default shall be made in the performance or observance
         of any covenant set forth in Section 9.7, 9.11, 9.12, 9.19, 9.22 or
         Article X;

                  (d) if a default shall be made in the performance or
         observance of, or shall occur under, any covenant, agreement or
         provision contained in this Agreement or the Notes (other than as
         described in clauses (a), (b) or (c) above) and such default shall
         continue for thirty (30) or more days after the earlier of receipt of
         notice of such default by the Authorized Representative from the Agent
         or an officer of the Borrower becomes aware of such default, or if a
         default shall be made in the performance or observance of, or shall
         occur under, any covenant, agreement or provision contained in any of
         the other Loan Documents (beyond any applicable grace period, if any,
         contained therein) or in any instrument or document evidencing or
         creating any obligation, guaranty, or Lien in favor of the Agent or any
         of the Lenders or delivered to the Agent or any of the Lenders in
         connection with or pursuant to this Agreement or any of the
         Obligations, or if any Loan Document ceases to be in full force and
         effect (other than as expressly provided for hereunder or thereunder or
         with the express written consent of the Agent), or if without the
         written consent of the Lenders, this Agreement or any other Loan
         Document shall be disaffirmed or shall terminate, be terminable or be
         terminated or become void or unenforceable for any reason whatsoever
         (other than as expressly provided for hereunder or thereunder or with
         the express written consent of the Agent);

                  (e) if there shall occur (i) a default, which is not waived,
         in the payment of any principal, interest, premium or other amount with
         respect to any Indebtedness (other than the Loans and other
         Obligations) of the Borrower or any Subsidiary in an amount or Rate
         Hedge Value, as applicable, not less than $375,000 in the aggregate
         outstanding, or


                                       94
<PAGE>   101
(ii) a default, which is not waived, in the performance, observance or
fulfillment of any term or covenant contained in any agreement or instrument
under or pursuant to which any such Indebtedness may have been issued, created,
assumed, guaranteed or secured by the Borrower or any Subsidiary, or (iii) with
respect to any such Rate Hedging Obligation, any termination event shall occur
as to which the Borrower or any Subsidiary is the "affected party" under the
agreement or instrument governing such Rate Hedging Obligation, or (iv) any
other event of default as specified in any agreement or instrument under or
pursuant to which any such Indebtedness may have been issued, created, assumed,
guaranteed or secured by the Borrower or any Subsidiary, and such default or
event of default or termination event shall continue for more than the period of
grace, if any, therein specified, or such default or event of default or
termination event shall permit the holder of or counterparty to any such
Indebtedness (or any agent or trustee acting on behalf of one or more holders or
counterparties) to accelerate the maturity of any such Indebtedness or terminate
any agreement or instrument governing any such Rate Hedging Obligation;

         (f) if any representation, warranty or other statement of fact
contained in any Loan Document or in any writing, certificate, report or
statement at any time furnished to the Agent or any Lender by or on behalf of
the Borrower or any other Credit Party pursuant to or in connection with any
Loan Document, or otherwise, shall be false or misleading in any material
respect when given;

         (g) if the Borrower or any Subsidiary or other Credit Party shall be
unable to pay its debts generally as they become due; file a petition to take
advantage of any insolvency statute; make an assignment for the benefit of its
creditors; commence a proceeding for the appointment of a receiver, trustee,
liquidator or conservator of itself or of the whole or any substantial part of
its property; file a petition or answer seeking liquidation, reorganization or
arrangement or similar relief under the federal bankruptcy laws or any other
applicable law or statute;

         (h) if a court of competent jurisdiction shall enter an order, judgment
or decree appointing a custodian, receiver, trustee, liquidator or conservator
of the Borrower or any Subsidiary or other Credit Party or of the whole or any
substantial part of its properties and such order, judgment or decree continues
unstayed and in effect for a period of sixty (60) days, or approve a petition
filed against the Borrower or any Subsidiary or other Credit Party seeking
liquidation, reorganization or arrangement or similar relief under the federal
bankruptcy laws or any other applicable law or statute of the United States of
America or any state, which petition is not dismissed within sixty (60) days; or
if, under the provisions of any other law for the relief or aid of debtors, a
court of competent jurisdiction shall assume custody or control of the Borrower
or any Subsidiary or other Credit Party or of the whole or any substantial part
of its properties, which control is not relinquished within sixty (60) days; or
if there is commenced against the Borrower or any Subsidiary or other Credit
Party any proceeding or petition seeking reorganization, arrangement or similar
relief under the federal bankruptcy laws or any other applicable law or statute
of the United States of America or any state which proceeding or petition
remains undismissed for a period of sixty (60) days; or if the

                                       95
<PAGE>   102
Borrower or any Subsidiary or other Credit Party takes any action to indicate
its consent to or approval of any such proceeding or petition;

         (i) if (i) one or more judgments or orders where the amount not covered
by insurance (or the amount as to which the insurer denies liability) is in
excess of $500,000 is rendered against the Borrower or any Subsidiary, or (ii)
there is any attachment, injunction or execution against any of the Borrower's
or Subsidiaries' properties for any amount in excess of $500,000 in the
aggregate; and such judgment, attachment, injunction or execution remains
unpaid, unstayed, undischarged, unbonded or undismissed for a period of thirty
(30) days;

         (j) if the Borrower or any Subsidiary shall, other than in the ordinary
course of business (as determined by past practices), suspend all or any part of
its operations material to the conduct of the business of the Borrower or such
Subsidiary for a period of more than 60 days;

         (k) if there shall occur and not be waived an Event of Default as
defined in any of the other Loan Documents;

         (l) if A.D. Freed shall for any reason cease to be the acting Chief
Executive Officer or comparable executive officer of the Borrower without the
prior written consent of the Agent for a period in excess of 120 days without
the hiring of a replacement reasonably acceptable to the Agent and the Lenders;

then, and in any such event and at any time thereafter, if such Event of Default
or any other Event of Default shall have not been waived,

                  (A) either or both of the following actions may be taken: (i)
         the Agent may, and at the direction of the Required Lenders shall,
         declare any applicable obligation of the Lenders, the Swing Line Lender
         and the Issuing Bank to make further Revolving Loans, Swing Line Loans
         or to issue additional Letters of Credit terminated, whereupon the
         obligation of each Lender to make further Revolving Loans, of the Swing
         Line Lender to make further Swing Line Loans, and of the Issuing Bank
         to issue additional Letters of Credit, hereunder shall terminate
         immediately, and (ii) the Agent shall at the direction of the Required
         Lenders, at their option, declare by notice to the Borrower any or all
         of the Obligations to be immediately due and payable, and the same,
         including all interest accrued thereon and all other obligations of the
         Borrower to the Agent and the Lenders, shall forthwith become
         immediately due and payable without presentment, demand, protest,
         notice or other formality of any kind, all of which are hereby
         expressly waived, anything contained herein or in any instrument
         evidencing the Obligations to the contrary notwithstanding; provided,
         however, that notwithstanding the above, if there shall occur an Event
         of Default under clause (g) or (h) above, then the obligation of the
         Lenders to make Revolving Loans, of the Swing Line Lender to make Swing
         Line Loans and of the Issuing Bank to issue Letters of Credit hereunder
         shall automatically terminate and any


                                       96
<PAGE>   103
         and all of the Obligations shall be immediately due and payable without
         the necessity of any action by the Agent or the Required Lenders or
         notice to the Agent or the Lenders;

                           (B) The Borrower shall, upon demand of the Agent or
                  the Required Lenders, deposit cash with the Agent in an amount
                  equal to the amount of any Letter of Credit Outstandings, as
                  collateral security for the repayment of any future drawings
                  or payments under such Letters of Credit, and such amounts
                  shall be held by the Agent pursuant to the terms of the LC
                  Account Agreement; and

                           (C) the Agent and each of the Lenders shall have all
                  of the rights and remedies available under the Loan Documents
                  or under any applicable law.

         11.2 Agent to Act. In case any one or more Events of Default shall
occur and not have been waived, the Agent may, and at the direction of the
Required Lenders shall, proceed to protect and enforce their rights or remedies
either by suit in equity or by action at law, or both, whether for the specific
performance of any covenant, agreement or other provision contained herein or in
any other Loan Document, or to enforce the payment of the Obligations or any
other legal or equitable right or remedy.

         11.3 Cumulative Rights. No right or remedy herein conferred upon the
Lenders or the Agent is intended to be exclusive of any other rights or remedies
contained herein or in any other Loan Document, and every such right or remedy
shall be cumulative and shall be in addition to every other such right or remedy
contained herein and therein or now or hereafter existing at law or in equity or
by statute, or otherwise.

         11.4 No Waiver. No course of dealing between the Borrower and any
Lender or the Agent or any failure or delay on the part of any Lender or the
Agent in exercising any rights or remedies under any Loan Document or otherwise
available to it shall operate as a waiver of any rights or remedies and no
single or partial exercise of any rights or remedies shall operate as a waiver
or preclude the exercise of any other rights or remedies hereunder or of the
same right or remedy on a future occasion.

         11.5 Allocation of Proceeds. If an Event of Default has occurred and
not been waived, and the maturity of the Notes has been accelerated pursuant to
Article XI hereof, all payments received by the Agent hereunder, in respect of
any principal of or interest on the Obligations or any other amounts payable by
the Borrower hereunder, shall be applied by the Agent in the following order:

                  (a) the reasonable expenses incurred in connection with
         retaking, holding, preserving, processing, maintaining or preparing for
         sale, lease or other disposition of, any Collateral, including
         reasonable attorney's fees and legal expenses pertaining thereto;

                  (b) amounts due to the Lenders and the Issuing Bank pursuant
         to Sections 4.6(a), 4.6(b),4.6(c), 4.6(d) and 13.5;

                                       97
<PAGE>   104
                  (c)      amounts due to the Agent pursuant to Section 4.6(e);

                  (d) payments of interest on Loans, Swing Line Loans and
         Reimbursement Obligations, to be applied for the ratable benefit of the
         Lenders (with amounts payable in respect of Swing Line Outstandings
         being included in such calculation and paid to the Swing Line Lender;

                  (e) payments of principal of Loans, Swing Line Loans and
         Reimbursement Obligations, to be applied for the ratable benefit of the
         Lenders (with amounts payable in respect of Swing Line Outstandings
         being included in such calculation and paid to the Swing Line Lender;

                  (f) payments of cash amounts to the Agent in respect of
         outstanding Letters of Credit pursuant to Section 11.1(B);


                  (g) amounts due to the Issuing Bank, the Agent and the Lenders
         pursuant to Sections 3.2(h),  9.16 and 13.9;

                  (h) payments of all other amounts due under any of the Loan
         Documents, if any, to be applied for the ratable benefit of the
         appropriate recipients;

                  (i) amounts due to any of the Lenders or their affiliates in
         respect of Obligations consisting of liabilities under any Swap
         Agreement with any of the Lenders or their affiliates on a pro rata
         basis according to the amounts owed; and

                  (j) any surplus remaining after application as provided for
         herein, to the Borrower or otherwise as may be required by applicable
         law.

                                       98
<PAGE>   105
                                   ARTICLE XII

                                    The Agent

         12.1 Appointment, Powers, and Immunities. Each Lender hereby
irrevocably appoints and authorizes the Agent to act as its agent under this
Agreement and the other Loan Documents with such powers and discretion as are
specifically delegated to the Agent by the terms of this Agreement and the other
Loan Documents, together with such other powers as are reasonably incidental
thereto. The Agent (which term as used in this sentence and in Section 12.5 and
the first sentence of Section 12.6 hereof shall include its affiliates and its
own and its affiliates' officers, directors, employees, and agents):

                  (a) shall not have any duties or responsibilities except those
         expressly set forth in this Agreement and shall not be a trustee or
         fiduciary for any Lender;

                  (b) shall not be responsible to the Lenders for any recital,
         statement, representation, or warranty (whether written or oral) made
         in or in connection with any Loan Document or any certificate or other
         document referred to or provided for in, or received by any of them
         under, any Loan Document, or for the value, validity, effectiveness,
         genuineness, enforceability, or sufficiency of any Loan Document, or
         any other document referred to or provided for therein or for any
         failure by any Credit Party or any other Person to perform any of its
         obligations thereunder;

                  (c) shall not be responsible for or have any duty to
         ascertain, inquire into, or verify the performance or observance of any
         covenants or agreements by any Credit Party or the satisfaction of any
         condition or to inspect the property (including the books and records)
         of any Credit Party or any of its Subsidiaries or affiliates; and

                  (d) shall not be responsible for any action taken or omitted
         to be taken by it under or in connection with any Loan Document, except
         for its own gross negligence or willful misconduct.

         The Agent may employ agents and attorneys-in-fact and shall not be
responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. The term "Agent" as used
in the Loan Documents shall not connote any fiduciary or other implied
obligation under applicable law, and is used solely as a matter of market custom
to connote an administrative relationship between independent contracting
parties.

         12.2 Reliance by Agent. The Agent shall be entitled to rely, and shall
be fully protected in relying, upon any certification, notice, instrument,
writing, or other communication (including, without limitation, any thereof by
telephone or telefacsimile) believed by it to be genuine and correct and to have
been signed, sent or made by or on behalf of the proper Person or Persons, and
upon advice and statements of legal counsel (including counsel for any Credit
Party), independent accountants, and other experts selected by the Agent. The
Agent may deem and treat the payee of any Note as the holder thereof for all
purposes hereof unless and until the
                                       99
<PAGE>   106
Agent receives and accepts an Assignment and Acceptance executed in accordance
with Section 13.1 hereof. As to any action not expressly mandated by this
Agreement, the Agent shall not be required to exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders, and such instructions shall be binding on all of the
Lenders; provided, however, that the Agent shall not be required to take any
action unless it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking any such action.

        12.3    Defaults. The Agent shall not be deemed to have knowledge or
notice of the occurrence of a Default or Event of Default unless the Agent has
received written notice from a Lender or the Borrower specifying such Default or
Event of Default and stating that such notice is a "Notice of Default." In the
event that the Agent receives such a notice of the occurrence of a Default or
Event of Default, the Agent shall give prompt notice thereof to the Lenders. The
Agent shall (subject to Section 12.2 hereof) take such action with respect to
such Default or Event of Default as shall reasonably be directed by the Required
Lenders, provided that, unless and until the Agent shall have received such
directions, the Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interest of the Lenders.

        12.4    Rights as Lender. With respect to its Revolving Credit
Commitment and Term Loan Commitment and the Loans made by it and Letters of
Credit issued by it, Bank of America (and any successor acting as Agent) in its
capacity as a Lender hereunder shall have the same rights and powers hereunder
as any other Lender and may exercise the same as though it were not acting as
the Agent, and the term "Lender" or "Lenders" shall, unless the context
otherwise indicates, include the Agent in its individual capacity. Bank of
America (and any successor acting as Agent) and its affiliates may (without
having to account therefor to any Lender) accept deposits from, lend money to,
make investments in, provide services to, and generally engage in any kind of
lending, trust, or other business with any Credit Party or any of its
Subsidiaries or affiliates as if it were not acting as Agent, and Bank of
America (and any successor acting as Agent) and its affiliates may accept fees
and other consideration from any Credit Party or any of its Subsidiaries or
affiliates for services in connection with this Agreement or otherwise without
having to account for the same to the Lenders.

        12.5    Indemnification. The Lenders agree to indemnify the Agent and
each of its Affiliates, and their respective officers, employees and agents
(each, an "Agent Indemnitee") (to the extent not reimbursed under Section 13.9
hereof, but without limiting the obligations of the Borrower under such Section)
ratably in accordance with their respective Revolving Credit Commitments and
Term Loan Commitments, for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses (including
attorneys' fees), or disbursements of any kind and nature whatsoever that may be
imposed on, incurred by or asserted against any Agent Indemnitee (including by
any Lender) in any way relating to or arising out of any Loan Document or the
transactions contemplated thereby or any action taken or omitted by any Agent
Indemnitee under any Loan; provided that no Lender shall be liable for any of
the foregoing to the extent they arise from the gross negligence or willful
misconduct of the Person to be indemnified provided further, however, that no
action or omission taken or


                                      100
<PAGE>   107
occurring at the direction of the Required Lenders shall constitute either gross
negligence or willful misconduct. Without limitation of the foregoing, each
Lender agrees to reimburse the Agent promptly upon demand for its ratable share
of any costs or expenses payable by the Borrower under Section 13.5, to the
extent that the Agent is not promptly reimbursed for such costs and expenses by
the Borrower. The agreements contained in this Section 12.5 shall survive
payment in full of the Loans and all other amounts payable under this Agreement.

        12.6    Non-Reliance on Agent and Other Lenders. Each Lender agrees that
it has, independently and without reliance on the Agent or any other Lender, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis of the Credit Parties and their Subsidiaries and decision to
enter into this Agreement and that it will, independently and without reliance
upon the Agent or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under the Loan Documents. Except for
notices, reports, and other documents and information expressly required to be
furnished to the Lenders by the Agent hereunder, the Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition, or business of any
Credit Party or any of its Subsidiaries or affiliates that may come into the
possession of the Agent or any of its affiliates.

        12.7    Resignation of Agent. The Agent may resign at any time by giving
notice thereof to the Lenders and the Borrower. Upon any such resignation, the
Required Lenders shall have the right to appoint a successor Agent. If no
successor Agent shall have been so appointed by the Required Lenders and shall
have accepted such appointment within thirty (30) days after the retiring
Agent's giving of notice of resignation, then the retiring Agent may, on behalf
of the Lenders, appoint a successor Agent which shall be a commercial bank
organized under the laws of the United States of America having combined capital
and surplus of at least $500,000,000. Upon the acceptance of any appointment as
Agent hereunder by a successor, such successor shall thereupon succeed to and
become vested with all the rights, powers, discretion, privileges, and duties of
the retiring Agent, and the retiring Agent shall be discharged from its duties
and obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article XII shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Agent.


                                      101
<PAGE>   108
                                  ARTICLE XIII

                                  Miscellaneous

        13.1    Assignments and Participations.


                (a)     Each Lender, the Issuing Bank and the Swing Line Lender
        may assign to one or more Eligible Assignees all or a portion of its
        rights and obligations under this Agreement (including, without
        limitation, all or a portion of its Loans, its Note, its Revolving
        Credit Commitment, its Term Loan A Commitment and its Term Loan B
        Commitment); provided, however, that

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

                        (ii)    except in the case of an assignment to another
                Lender or an assignment of all of a Lender's rights and
                obligations under this Agreement, any such partial assignment
                shall be in an amount at least equal to $5,000,000 or an
                integral multiple of $1,000,000 in excess thereof;

                        (iii)   each such assignment by a Lender shall be of a
                constant, and not varying, percentage of all of its rights and
                obligations under this Agreement and the Notes (except that any
                assignment by the Swing Line Lender shall not include its
                rights, benefits or duties as the Issuing Bank or as the
                provider of Swing Line Loans); and

                        (iv)    the parties to such assignment shall execute and
                deliver to the Agent for its acceptance an Assignment and
                Acceptance in the form of Exhibit B hereto, together with any
                Notes subject to such assignment and a processing fee of $4,000;
                provided, however, such processing fee shall not be required to
                be paid to the extent a Lender is assigning 100% of its interest
                in the Loans to an affiliate of such Lender.

        Upon execution, delivery, and acceptance of such Assignment and
        Acceptance, the assignee thereunder shall be a party hereto and, to the
        extent of such assignment, have the obligations, rights, and benefits of
        a Lender hereunder and the assigning Lender shall, to the extent of such
        assignment, relinquish its rights and be released from its obligations
        under this Agreement. Upon the consummation of any assignment pursuant
        to this Section, the assignor, the Agent and the Borrower shall make
        appropriate arrangements so that, if required, new Notes are issued to
        the assignor and the assignee. If the assignee is not incorporated under
        the laws of the United States of America or a state thereof, it shall
        deliver to the Borrower and the Agent certification as to exemption from
        deduction or withholding of Taxes in accordance with Section 6.6.

                (b)     The Agent shall maintain at its address referred to in
        Section 13.2 a copy of each Assignment and Acceptance delivered to and
        accepted by it and a register for the recordation of the names and
        addresses of the Lenders and the Revolving Credit


                                      102
<PAGE>   109
        Commitments and Term Loan Commitments of, and principal amount of the
        Loans owing to, each Lender from time to time (the "Register"). The
        entries in the Register shall be conclusive and binding for all
        purposes, absent manifest error, and the Borrower, the Agent and the
        Lenders may treat each Person whose name is recorded in the Register as
        a Lender hereunder for all purposes of this Agreement. The Register
        shall be available for inspection by the Borrower or any Lender at any
        reasonable time and from time to time upon reasonable prior notice.

                (c)     Upon its receipt of an Assignment and Acceptance
        executed by the parties thereto, together with any Notes subject to such
        assignment and payment of the processing fee, the Agent shall, if such
        Assignment and Acceptance has been completed and is in substantially the
        form of Exhibit B hereto, (i) accept such Assignment and Acceptance,
        (ii) record the information contained therein in the Register and (iii)
        give prompt notice thereof to the parties thereto.

                (d)     Each Lender may sell participations to one or more
        Persons in all or a portion of its rights, obligations or rights and
        obligations under this Agreement (including all or a portion of its
        Revolving Credit Commitment or either of its Term Loan Commitments or
        its Loans); provided, however, that (i) such Lender's obligations under
        this Agreement shall remain unchanged, (ii) such Lender shall remain
        solely responsible to the other parties hereto for the performance of
        such obligations, (iii) the participant shall be entitled to the benefit
        of the yield protection provisions contained in Article VI and the right
        of set-off contained in Section 13.3, and (iv) the Borrower shall
        continue to deal solely and directly with such Lender in connection with
        such Lender's rights and obligations under this Agreement, and such
        Lender shall retain the sole right to enforce the obligations of the
        Borrower relating to its Loans and its Notes and to approve any
        amendment, modification, or waiver of any provision of this Agreement
        (other than amendments, modifications, or waivers decreasing the amount
        of principal of or the rate at which interest is payable on such Loans
        or Notes, extending any scheduled principal payment date or date fixed
        for the payment of interest on such Loans or Notes, or extending its
        Revolving Credit Commitment or Term Loan Commitments).

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

                (f)     Any Lender may furnish any information concerning the
        Borrower or any of its Subsidiaries in the possession of such Lender
        from time to time to assignees and participants (including prospective
        assignees and participants).

                (g)     Whenever in this Agreement any of the parties hereto is
        referred to, such reference shall be deemed to include the successors
        and permitted assigns of such party and all covenants, provisions and
        agreements by or on behalf of the Borrower which are contained in the
        Loan Documents shall inure to the benefit of the successors and


                                      103
<PAGE>   110
        permitted assigns of the Agent, the Lenders, or any of them. The
        Borrower may not assign or otherwise transfer to any other Person any
        right, power, benefit, or privilege (or any interest therein) conferred
        hereunder or under any of the other Loan Documents, or delegate (by
        assumption or otherwise) to any other Person any duty, obligation, or
        liability arising hereunder or under any of the other Loan Documents,
        and any such purported assignment, delegation or other transfer shall be
        void.

        13.2    Notices. Any notice shall be conclusively deemed to have been
received by any party hereto and be effective (i) on the day on which delivered
(including hand delivery by commercial courier service) to such party (against
receipt therefor), (ii) on the date of transmission to such party, in the case
of notice by telefacsimile (where the proper transmission of such notice is
either acknowledged by the recipient or electronically confirmed by the
transmitting device), or (iii) on the fifth Business Day after the day on which
mailed to such party, if sent prepaid by certified or registered mail, return
receipt requested, in each case delivered, transmitted or mailed, as the case
may be, to the address or telefacsimile number, as appropriate, set forth below
or such other address or number as such party shall specify by notice hereunder:

                        (a)     if to the Borrower:

                                UTI Corporation
                                200 West 7th Avenue
                                Collegeville, PA 19426
                                Attn:  Thomas F. Lemker
                                Telephone:     (303) 389-3002
                                Telefacsimile: (303) 389-6341

                                with a copy to:

                                KRG Capital Partners, L.L.C.
                                1515 Arapahoe Street
                                Tower One, Suite 1500
                                Denver, CO  80202
                                Attn:  Bruce L. Rogers
                                       Steven D. Neumann
                                Telephone: (303) 390-5005
                                Telefacsimile: (303) 390-5015

                                with a copy to:

                                Hogan & Hartson L.L.P.
                                1200 17th Street, Suite 1500
                                Denver, CO  80202
                                Attn:  Steven A. Cohen
                                Telephone: (303) 899-7300
                                Telefacsimile: (303) 899-7333


                                      104
<PAGE>   111

                        (b)     if to the Agent for notice of borrowing:

                                Bank of America, N.A.
                                101 North Tryon Street, 15th Floor
                                NC1-001-15-04
                                Charlotte, North Carolina  28255
                                Attention: Agency Services
                                Telephone:     (704) 386-8388
                                Telefacsimile: (704) 409-0006

                                if to the Agent for notices other than
                                borrowing:

                                Bank of America, N.A.
                                1455 Market Street, 12th Floor
                                CA5-701-12-09
                                San Francisco, CA  94103
                                Attention:  Charles Graber
                                Telephone:     (415) 436-3495
                                Telefacsimile: (415) 503-5006

                                with a copy to:

                                Bank of America, N.A.
                                9 West 57th Street, 43rd Floor
                                New York, New York  10019
                                Attention:  Heidi Sandquist
                                Telephone:     (212) 583-8751
                                Telefacsimile: (212) 847-5361

                (c)     if to the Lenders:

                        At the addresses set forth on the signature pages hereof
                        and on the signature page of each Assignment and
                        Acceptance;

                (d)     if to any other Credit Party, at the address set forth
        on the signature page of the Facility Guaranty or Security Instrument
        executed by such Credit Party, as the case may be.

        13.3    Right of Set-off; Adjustments.

                (a)     Upon the occurrence and during the continuance of any
        Event of Default, each Lender (and each of its affiliates) is hereby
        authorized at any time and from time to time, to the fullest extent
        permitted by law, to set off and apply any and all deposits (general or
        special, time or demand, provisional or final) at any time held and
        other indebtedness at any time owing by such Lender (or any of its
        affiliates) to or for the credit or the account of the Borrower against
        any and all of the obligations of the Borrower now or hereafter existing
        under this Agreement and the Note held by such Lender, irrespective of
        whether such Lender shall have made any demand under this


                                      105
<PAGE>   112
        Agreement or such Note and although such obligations may be unmatured.
        Each Lender agrees promptly to notify the Borrower after any such
        set-off and application made by such Lender; provided, however, that the
        failure to give such notice shall not affect the validity of such
        set-off and application. The rights of each Lender under this Section
        13.3 are in addition to other rights and remedies (including, without
        limitation, other rights of set-off) that such Lender may have.

                (b)     If any Lender (a "Benefitted Lender") shall at any time
        receive any payment of all or part of the Loans owing to it, or interest
        thereon, or receive any collateral in respect thereof (whether
        voluntarily or involuntarily, by set-off, or otherwise), in a greater
        proportion than any such payment to or collateral received by any other
        Lender, if any, in respect of such other Lender's Loans owing to it, or
        interest thereon, such Benefitted Lender shall purchase for cash from
        the other Lenders a participating interest in such portion of each such
        other Lender's Loans owing to it, or shall provide such other Lenders
        with the benefits of any such collateral, or the proceeds thereof, as
        shall be necessary to cause such Benefitted Lender to share the excess
        payment or benefits of such collateral or proceeds ratably with each of
        the Lenders; provided, however, that if all or any portion of such
        excess payment or benefits is thereafter recovered from such Benefitted
        Lender or is repaid in whole or in part by such Benefitted Lender in
        good faith settlement of a pending or threatened avoidance claim, such
        purchase shall be rescinded, and the purchase price and benefits
        returned, to the extent of such recovery or settlement payment, but
        without interest. The Borrower agrees that any Lender so purchasing a
        participation from a Lender pursuant to this Section 13.3 may, to the
        fullest extent permitted by law, exercise all of its rights of payment
        (including the right of set-off) with respect to such participation as
        fully as if such Person were the direct creditor of the Borrower in the
        amount of such participation.

        13.4    Survival. All covenants, agreements, representations and
warranties made herein shall survive the making by the Lenders of the Loans and
the issuance of the Letters of Credit and the execution and delivery to the
Lenders of this Agreement and the Notes and shall continue in full force and
effect so long as any of Obligations remain outstanding or any Lender has any
Revolving Credit Commitment or Term Loan Commitment hereunder or the Borrower
has continuing obligations hereunder unless otherwise provided herein.

        13.5    Expenses. The Borrower agrees to pay on demand all costs and
expenses of the Agent in connection with the syndication, preparation,
execution, delivery, administration, modification, and amendment of this
Agreement, the other Loan Documents, and the other documents to be delivered
hereunder, including, without limitation, the reasonable fees and expenses of
counsel for the Agent (including the cost of internal counsel) with respect
thereto and with respect to advising the Agent as to its rights and
responsibilities under the Loan Documents. The Borrower further agrees to pay on
demand all costs and expenses of the Agent and the Lenders, if any (including,
without limitation, reasonable attorneys' fees and expenses and the cost of
internal counsel), in connection with the enforcement (whether through
negotiations, legal proceedings, or otherwise) of the Loan Documents and the
other documents to be delivered hereunder.


                                      106
<PAGE>   113
        13.6    Amendments and Waivers. Any provision of this Agreement or any
other Loan Document may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Borrower or other applicable Credit
Party to such Loan Document and either the Required Lenders or (as to Loan
Documents other than the Credit Agreement) the Agent on behalf of the Required
Lenders (and, if Article XII or the rights or duties of the Agent are affected
thereby, by the Agent); provided that no such amendment or waiver shall, unless
signed by all the Lenders, (i) increase the Revolving Credit Commitments or Term
Loan Commitments of the Lenders, the Total Revolving Credit Commitment or the
Total Term Loan Commitment (ii) reduce the principal of or rate of interest on
any Loan or any fees or other amounts payable hereunder, (iii) postpone any date
fixed for the payment of any scheduled installment of principal of or interest
on any Loan or any fees or other amounts payable hereunder or for termination of
any Revolving Credit Commitment or Term Loan Commitment, or (iv) change the
percentage of the Revolving Credit Commitment or Term Loan Commitment or of the
unpaid principal amount of the Notes, or the number of Lenders, which shall be
required for the Lenders or any of them to take any action under this Section
13.6 or any other provision of this Agreement or (v) release any Guarantor or
all or substantially all of the Collateral except as expressly contemplated in
the Loan Documents as in effect on the Closing Date or (vi) amend, supplement or
replace any term or provision of this Section 13.6; and provided, further, that
no such amendment or waiver that affects the rights, privileges or obligations
of the Swing Line Lender as provider of Swing Line Loans, shall be effective
unless signed in writing by the Swing Line Lender or that affects the rights,
privileges or obligations of the Issuing Bank as issuer of Letters of Credit,
shall be effective unless signed in writing by the Issuing Bank;

        No notice to or demand on the Borrower in any case shall entitle the
Borrower to any other or further notice or demand in similar or other
circumstances, except as otherwise expressly provided herein. No delay or
omission on any Lender's or the Agent's part in exercising any right, remedy or
option shall operate as a waiver of such or any other right, remedy or option or
of any Default or Event of Default.

        13.7    Counterparts; Facsimile Signatures. This Agreement may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed an original, and it shall not be necessary in making
proof of this Agreement to produce or account for more than one such
fully-executed counterpart. Signatures on communications and other documents may
be transmitted by facsimile only with the consent of the Agent in its sole and
absolute discretion in each instance. The effectiveness of any such signatures
accepted by the Agent shall, subject to applicable law, have the same force and
effect as manual signatures and shall be binding on all parties. The Agent may
also require that any such signature be confirmed by a manually-signed hardcopy
thereof. Each party hereto hereby adopts as an original executed signature page
each signature page hereafter furnished by such party to the Agent (or an agent
of the Agent) bearing (with the consent of the Agent) a facsimile signature by
or on behalf of such party. Nothing contained in this Section shall limit the
provisions of Section 12.2.

        13.8    Termination. This Agreement shall terminate on the Facility
Termination Date, except that (a) those provisions which by the express terms
hereof continue in effect notwithstanding the Facility Termination Date, and (b)
obligations in the nature of continuing indemnities or expense reimbursement
obligations not yet due and payable, shall continue in


                                      107
<PAGE>   114
effect. Notwithstanding the foregoing, if after receipt of any payment of all or
any part of the Obligations, the Agent, the Issuing Bank, the Swing Line Lender
or any Lender 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, impermissible setoff, a diversion of trust funds or for any other
reason or elects to repay any such amount in good faith settlement of a pending
or threatened avoidance claim, (i) this Agreement (including the provisions
pertaining to Participations in Letters of Credit, Reimbursement Obligations and
Swing Line Loans) shall continue in full force (or be reinstated, as the case
may be) and the Borrower shall be liable to, and shall indemnify and hold the
Agent, the Issuing Bank, the Swing Line Lender or such Lender harmless for, the
amount of such payment surrendered until the Agent, the Issuing Bank, the Swing
Line Lender or such Lender shall have been finally and irrevocably paid in full,
and (ii) in the event any portion of any amount so required to be surrendered by
the Agent or the Issuing Bank or the Swing Line Lender shall have been
distributed to the Lenders, the Lenders shall promptly repay such amounts to the
Agent or the Issuing Bank or the Swing Line Lender on demand therefor. The
provisions of the foregoing sentence shall be and remain effective
notwithstanding any contrary action which may have been taken by the Agent, the
Issuing Bank, the Swing Line Lender or the Lenders in reliance upon such
payment, and any such contrary action so taken shall be without prejudice to the
Agent's, the Issuing Bank's, the Swing Line Lender's or the Lenders' rights
under this Agreement and shall be deemed to have been conditioned upon such
payment having become final and irrevocable.

        13.9    Indemnification; Limitation of Liability.

                (a)     The Borrower agrees to indemnify and hold harmless the
        Agent and each Lender and each of their affiliates and their respective
        officers, directors, employees, agents, and advisors (each, an
        "Indemnified Party") from and against any and all claims, damages,
        losses, liabilities, costs, and expenses (including, without limitation,
        reasonable attorneys' fees) that may be incurred by or asserted or
        awarded against any Indemnified Party, in each case arising out of or in
        connection with or by reason of (including, without limitation, in
        connection with any investigation, litigation, or proceeding or
        preparation of defense in connection therewith) the Loan Documents, any
        of the transactions contemplated herein or the actual or proposed use of
        the proceeds of the Loans, except to the extent such claim, damage,
        loss, liability, cost, or expense is found in a final, non-appealable
        judgment by a court of competent jurisdiction to have resulted from such
        Indemnified Party's gross negligence or willful misconduct. In the case
        of an investigation, litigation or other proceeding to which the
        indemnity in this Section 13.9 applies, such indemnity shall be
        effective whether or not such investigation, litigation or proceeding is
        brought by the Borrower, its directors, shareholders or creditors or an
        Indemnified Party or any other Person or any Indemnified Party is
        otherwise a party thereto and whether or not the transactions
        contemplated hereby are consummated. The Borrower agrees that no
        Indemnified Party shall have any liability (whether direct or indirect,
        in contract or tort or otherwise) to it, any of its Subsidiaries, any
        Guarantor, or any security holders or creditors thereof arising out of,
        related to or in connection with the transactions contemplated herein,
        except to the extent that such liability is found in a final
        non-appealable judgment by a court of competent jurisdiction to have
        directly resulted from such Indemnified Party's gross negligence or
        willful misconduct. The


                                      108
<PAGE>   115
        Borrower agrees not to assert any claim against the Agent, any Lender,
        any of their affiliates, or any of their respective directors, officers,
        employees, attorneys, agents, and advisers, on any theory of liability,
        for special, indirect, consequential, or punitive damages arising out of
        or otherwise relating to the Loan Documents, any of the transactions
        contemplated herein or the actual or proposed use of the proceeds of the
        Loans.

                (b)     agreements and obligations of the Borrower contained in
        this Section 13.9 shall continue in effect notwithstanding the Facility
        Termination Date.

        13.10   Severability. If any provision of this Agreement or the other
Loan Documents shall be determined to be illegal or invalid as to one or more of
the parties hereto, then such provision shall remain in effect with respect to
all parties, if any, as to whom such provision is neither illegal nor invalid,
and in any event all other provisions hereof shall remain effective and binding
on the parties hereto.

        13.11   Entire Agreement. This Agreement, together with the other Loan
Documents, constitutes the entire agreement among the parties with respect to
the subject matter hereof and supersedes all previous proposals, negotiations,
representations, commitments and other communications between or among the
parties, both oral and written, with respect thereto (except that those
provisions (if any) which by the express terms of the commitment letter dated as
of January 9, 2001, executed by Bank of America, BAS and accepted by the
Borrower, survive the closing of the Revolving Credit Facility, Letter of Credit
Facility and Term Loan Facilities, shall survive and continue in effect).

        13.12   Agreement Controls. In the event that any term of any of the
Loan Documents other than this Agreement conflicts with any express term of this
Agreement, the terms and provisions of this Agreement shall control to the
extent of such conflict.

        13.13   Usury Savings Clause. Notwithstanding any other provision
herein, the aggregate interest rate charged under any of the Notes, including
all charges or fees in connection therewith deemed in the nature of interest
under applicable law shall not exceed the Highest Lawful Rate (as such term is
defined below). If the rate of interest (determined without regard to the
preceding sentence) under this Agreement at any time exceeds the Highest Lawful
Rate (as defined below), the outstanding amount of the Loans made hereunder
shall bear interest at the Highest Lawful Rate until the total amount of
interest due hereunder equals the amount of interest which would have been due
hereunder if the stated rates of interest set forth in this Agreement had at all
times been in effect. In addition, if when the Loans made hereunder are repaid
in full the total interest due hereunder (taking into account the increase
provided for above) is less than the total amount of interest which would have
been due hereunder if the stated rates of interest set forth in this Agreement
had at all times been in effect, then to the extent permitted by law, the
Borrower shall pay to the Agent an amount equal to the difference between the
amount of interest paid and the amount of interest which would have been paid if
the Highest Lawful Rate had at all times been in effect. Notwithstanding the
foregoing, it is the intention of the Lenders and the Borrower to conform
strictly to any applicable usury laws. Accordingly, if any Lender contracts for,
charges, or receives any consideration which constitutes interest in


                                      109
<PAGE>   116
excess of the Highest Lawful Rate, then any such excess shall be cancelled
automatically and, if previously paid, shall at such Lender's option be applied
to the outstanding amount of the Loans made hereunder or be refunded to the
Borrower. As used in this paragraph, the term "Highest Lawful Rate" means the
maximum lawful interest rate, if any, that at any time or from time to time may
be contracted for, charged, or received under the laws applicable to such Lender
which are presently in effect or, to the extent allowed by law, under such
applicable laws which may hereafter be in effect and which allow a higher
maximum nonusurious interest rate than applicable laws now allow.

        13.14   Payments. All principal, interest, and other amounts to be paid
by the Borrower under this Agreement and the other Loan Documents shall be paid
to the Agent at the Principal Office in Dollars and in immediately available
funds, without setoff, recoupment, deduction or counterclaim. Subject to the
definition of "Interest Period" herein, whenever any payment under this
Agreement or any other Loan Document shall be stated to be due on a day that is
not a Business Day, such payment may be made on the next succeeding Business
Day, and such extension of time in such case shall be included in the
computation of interest and fees, as applicable, and as the case may be.

        13.15   Governing Law; Waiver of Jury Trial.

                (a)     THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN
        THOSE SECURITY INSTRUMENTS WHICH EXPRESSLY PROVIDE THAT THEY SHALL BE
        GOVERNED BY THE LAWS OF ANOTHER JURISDICTION) SHALL BE GOVERNED BY, AND
        CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
        APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH
        STATE.

                (b)     THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND
        CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
        TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE
        INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF NEW
        YORK, STATE OF NEW YORK, UNITED STATES OF AMERICA AND, BY THE EXECUTION
        AND DELIVERY OF THIS AGREEMENT, THE BORROWER EXPRESSLY WAIVES ANY
        OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN,
        OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY, ANY SUCH
        COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND THE BORROWER HEREBY
        IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF
        ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

                (c)     THE BORROWER AGREES THAT SERVICE OF PROCESS MAY BE MADE
        BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER
        LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED
        OR CERTIFIED MAIL (POSTAGE PREPAID)


                                      110
<PAGE>   117
        TO THE ADDRESS OF THE BORROWER PROVIDED IN SECTION 13.2, OR BY ANY OTHER
        METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN
        THE STATE OF NEW YORK.

                (d)     NOTHING CONTAINED IN SUBSECTIONS (b) OR (c) HEREOF SHALL
        PRECLUDE THE AGENT OR ANY LENDER FROM BRINGING ANY SUIT, ACTION OR
        PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT IN THE COURTS
        OF ANY JURISDICTION WHERE THE BORROWER OR ANY OF THE BORROWER'S PROPERTY
        OR ASSETS MAY BE FOUND OR LOCATED. TO THE EXTENT PERMITTED BY THE
        APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE BORROWER HEREBY
        IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY
        WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING, OBJECTION TO
        THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY ANY SUCH OTHER
        COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE AVAILABLE UNDER APPLICABLE
        LAW.

                (e)     IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
        RIGHTS OR REMEDIES UNDER OR RELATED TO ANY LOAN DOCUMENT OR ANY
        AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN
        THE FUTURE BE DELIVERED IN CONNECTION THEREWITH, THE BORROWER, THE AGENT
        AND THE LENDERS HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
        THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE TRIED BEFORE A COURT
        AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY WAIVE, TO THE EXTENT
        PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PERSON MAY HAVE TO TRIAL BY
        JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING.

                (f)     THE BORROWER HEREBY EXPRESSLY WAIVES ANY OBJECTION IT
        MAY HAVE THAT ANY COURT TO WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT
        TO THE TERMS HEREOF IS AN INCONVENIENT FORUM.

        13.16   Judgment Currency. The Borrower, the Agent and each Lender
hereby agree that if, in the event that a judgment is given in relation to any
sum due to the Agent or any Lender hereunder, such judgment is given in a
currency (the "Judgment Currency") other than that in which such sum was
originally denominated (the "Original Currency"), the Borrower agrees to
indemnify the Agent or such Lender, as the case may be, to the extent that the
amount of the Original Currency which could have been purchased by the Agent in
accordance with normal banking procedures on the Business Day following receipt
of such sum is less than the sum which could have been so purchased by the Agent
had such purchase been made on the day on which such judgment was given or, if
such day is not a Business Day, on the Business Day immediately preceding the
giving of such judgment. The agreements in this Section 13.16 shall survive
payment of the Facility Termination Date.


                                      111
<PAGE>   118
        [13.17  TERM LOAN LENDER. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND
AGREES THAT NEITHER OF ANTARES CAPITAL CORPORATION (TOGETHER WITH ITS SUCCESSORS
AND ASSIGNS, "ANTARES") NOR CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, AS
TRUSTEE OF THE ANTARES FUNDING TRUST CREATED UNDER TRUST AGREEMENT DATED AS OF
NOVEMBER 30, 1999 (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, THE "CLO") WILL
HAVE ANY REVOLVING CREDIT COMMITMENT HEREUNDER NOTWITHSTANDING THE PROVISIONS OF
SECTION 13.1(a)(iii). THE PARTIES HERETO AGREE THAT ANY REFERENCE TO A "LENDER"
IN SECTIONS 2.2, 2.5 OR 4.6 OR ARTICLE III HEREOF SHALL BE DEEMED NOT TO INCLUDE
ANTARES OR THE CLO AND THAT NEITHER ANTARES NOR THE CLO SHALL HAVE ANY
OBLIGATION AS A LENDER TO FUND ANY REVOLVING LOAN.]

                         [Signatures on following pages]


                                      112
<PAGE>   119
        IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
made, executed and delivered by their duly authorized officers as of the day and
year first above written.

                                    UTI CORPORATION, a Maryland corporation

WITNESS:

________________________            By:    _____________________________________
________________________            Name:  _____________________________________
                                    Title: _____________________________________




                                    BANK OF AMERICA, N.A.,
                                    as Agent for the Lenders


                                    By:    _____________________________________
                                    Name:  _____________________________________
                                    Title: _____________________________________



                                    FLEET NATIONAL BANK,
                                    as Syndication Agent for the Lenders


                                    By:    _____________________________________
                                    Name:  _____________________________________
                                    Title: _____________________________________



                                    DRESDNER BANK AG, NEW YORK BRANCH AND GRAND
                                    CAYMAN BRANCH,
                                    as Documentation Agent for the Lenders


                                    By:    _____________________________________
                                    Name:  _____________________________________
                                    Title: _____________________________________


                                      113
<PAGE>   120
                                    BANK OF AMERICA, N.A.


                                    By:    _____________________________________
                                    Name:  _____________________________________
                                    Title: _____________________________________


                            Lending Office for Base Rate Loans:
                                    Bank of America, N.A.
                                    101 North Tryon Street, 15th Floor
                                    NC1-001-15-04
                                    Charlotte, North Carolina  28255
                                    Attention: Agency Services
                                    Telephone: (704) 386-
                                    Telefacsimile: (704) 386-9923

                            Wire Transfer Instructions:
                                    Bank of America, N.A.
                                    ABA#  053000196
                                    Account No.: _______________________________
                                    Reference:   _______________________________
                                    Attention: Agency Services


                            Lending Office for Eurodollar Rate Loans:
                                    Bank of America, N.A.
                                    101 North Tryon Street, 15th Floor
                                    NC1-001-15-04
                                    Charlotte, North Carolina  28255
                                    Attention: Agency Services
                                    Telephone: (704) 386-____
                                    Telefacsimile: (704) 386-9923

                            Wire Transfer Instructions:
                                    Bank of America, N.A.
                                    ABA# 053000196
                                    Account No.: _______________________________
                                    Reference:   _______________________________
                                    Attention: Agency Services__________________


                                      114
<PAGE>   121
                                    EXHIBIT A

                        Applicable Commitment Percentages

<TABLE>
<CAPTION>
                                                                                Applicable
                         Revolving Credit     Term A Loan       Term B Loan     Commitment
        Lender              Commitment        Commitment        Commitment      Percentage
        ------              ----------        ----------        ----------      ----------
<S>                      <C>                  <C>               <C>             <C>
Bank  of America, N.A.
Fleet National Bank
Dresdner Bank AG,
  New York Branch
  and Grand Cayman
  Branch

                           $35,000,000        $35,000,000       $30,000,000        100%
</TABLE>

                                      A-1
<PAGE>   122
                                    EXHIBIT B

                        Form of Assignment and Acceptance

        Reference is made to the Amended and Restated Credit Agreement dated as
of __________, 2001 (the "Credit Agreement") among UTI Corporation, a Maryland
corporation and successor by merger to Medical Device Manufacturing, Inc. (the
"Borrower"), the Lenders (as defined in the Credit Agreement) and Bank of
America, N.A., as agent for the Lenders (the "Agent"), Fleet National Bank, as
Syndication Agent, and Dresdner Bank AG, New York Branch and Grand Cayman
Branch, as Documentation Agent. Terms defined in the Credit Agreement are used
herein with the same meaning.

        The "Assignor" and the "Assignee" referred to on Schedule 1 agree as
follows:

        1.      The Assignor hereby sells and assigns to the Assignee, WITHOUT
RECOURSE and without representation or warranty except as expressly set forth
herein, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's rights and obligations under the Credit
Agreement and the other Loan Documents as of the date hereof equal to the
percentage interest specified on Schedule 1 of all outstanding rights and
obligations under the Credit Agreement and the other Loan Documents. After
giving effect to such sale and assignment, the Assignee's Revolving Credit
Commitment and Term Loan Commitment and the amount of the Loans owing to the
Assignee will be as set forth on Schedule 1 (the "Assigned Interest") in and to
the Assignor's rights and obligations under the Agreement.

        2.      The Assignor (i) represents and warrants that it is the legal
and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Loan
Documents or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any other instrument or document
furnished pursuant thereto; (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of any Credit
Party or the performance or observance by any Credit Party of any of its
obligations under the Loan Documents or any other instrument or document
furnished pursuant thereto; and (iv) attaches the Notes held by the Assignor and
requests that the Agent exchange such Notes for new Notes payable to the order
of the Assignee in an amount equal to the Revolving Credit Commitment and Term
Loan Commitment assumed by the Assignee pursuant hereto and to the Assignor in
an amount equal to the Revolving Credit Commitment and Term Loan Commitment
retained by the Assignor, if any, as specified on Schedule 1.*

        3.      The Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 9.1 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will, independently and without
reliance upon the Agent, the Assignor or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit


                                      B-1
<PAGE>   123
decisions in taking or not taking action under the Credit Agreement; (iii)
confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Agent
to take such action as agent on its behalf and to exercise such powers and
discretion under the Credit Agreement as are delegated to the Agent by the terms
thereof, together with such powers and discretion as are reasonably incidental
thereto; (v) agrees that it will perform in accordance with their terms all of
the obligations that by the terms of the Credit Agreement are required to be
performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service
or other forms required under Section 6.6.

        4.      Following the execution of this Assignment and Acceptance, it
will be delivered to the Agent for acceptance and recording by the Agent. The
effective date for this Assignment and Acceptance (the "Effective Date") shall
be the date of acceptance hereof by the Agent, unless otherwise specified on
Schedule 1.

        5.      Upon such acceptance and recording by the Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

        6.      Upon such acceptance and recording by the Agent, from and after
the Effective Date, the Agent shall make all payments under the Credit Agreement
and the Notes in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest and commitment fees with respect
thereto) to the Assignee. The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement and the Notes for periods
prior to the Effective Date directly between themselves.

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

        8.      This Assignment and Acceptance may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of Schedule 1 to this Assignment and Acceptance by telefacsimile
shall be effective as delivery of a manually executed counterpart of this
Assignment and Acceptance.

        IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1
to this Assignment and Acceptance to be executed by their officers thereunto
duly authorized as of the date specified thereon.


                                      B-2
<PAGE>   124
                                   Schedule 1

                              Revolving Credit     Term A Loan       Term B Loan
                                  Facility          Facility          Facility
                                  ________          ________          ________

Percentage interest assigned:       _____%            _____%            _____%

Assignee's Commitment:           $___________     $___________      $___________

Aggregate outstanding principal  $___________     $___________      $___________
amount of Loans assigned:

Principal amount of Note         $___________     $___________      $___________
payable to Assignee:

Principal amount of Note
payable to Assignor:             $___________     $___________      $___________

Effective Date (if other than
date of acceptance by Agent):    *___________, ___*____________, ___


                                    [NAME OF ASSIGNOR], as Assignor


                                    By:   ______________________________________
                                          Title:

                                    Dated: __________, ____



                                    [NAME OF ASSIGNEE], as Assignee


                                    By:   ______________________________________
                                          Title:

                                    Domestic Lending Office:

                                    Eurodollar Lending Office:
____________________________

* This date should be no earlier than five Business Days after the delivery of
this Assignment and Acceptance to the Agent.


                                      B-3
<PAGE>   125
Accepted [and Approved] **
this ___ day of ___________, ____

BANK OF AMERICA, N.A., as Agent


By:_________________________________________
Title:


Approved this ____ day
of ____________, ____

UTI CORPORATION, a Maryland corporation


By:_________________________________________]**
Title:


_______________________

        ** Required if the Assignee is an Eligible Assignee solely by reason of
clause (iii) of the definition of "Eligible Assignee."


                                      B-4
<PAGE>   126
                                    EXHIBIT C

       Notice of Appointment (or Revocation) of Authorized Representative

        Reference is hereby made to the Amended and Restated Credit Agreement
dated as of __________, 2001 (the "Agreement") among UTI Corporation, a Maryland
corporation and successor by merger to Medical Device Manufacturing, Inc. (the
"Borrower"), the Lenders (as defined in the Agreement) and Bank of America,
N.A., as Agent for the Lenders ("Agent"), Fleet National Bank, as Syndication
Agent, and Dresdner Bank AG, New York Branch and Grand Cayman Branch, as
Documentation Agent. Capitalized terms used but not defined herein shall have
the respective meanings therefor set forth in the Agreement.

        The Borrower hereby nominates, constitutes and appoints each individual
named below as an Authorized Representative under the Loan Documents, and hereby
represents and warrants that (i) set forth opposite each such individual's name
is a true and correct statement of such individual's office (to which such
individual has been duly elected or appointed), a genuine specimen signature of
such individual and an address for the giving of notice, and (ii) each such
individual has been duly authorized by the Borrower to act as Authorized
Representative under the Loan Documents:

 Name and Address                 Office                      Specimen Signature
 ----------------                 ------                      ------------------

Thomas Lemker                     Vice President-Finance      __________________
c/o Noble-Met Inc.
200 South Yorkshire St.
Salem, VA  24153-6902

Bruce Rogers                      Vice President              __________________
c/o KRG Capital Partners LLC
1515 Arapahoe Street
Denver, CO  80202

Steven Neumann                    Vice President and          __________________
c/o KRG Capital Partners LLC      Secretary
1515 Arapahoe Street
Denver, CO  80202

Borrower hereby revokes (effective upon receipt hereof by the Agent) the prior
appointment of ________________ as an Authorized Representative.


                                      C-1
<PAGE>   127
This the ___ day of __________________, ____.

                                    UTI CORPORATION, a Maryland corporation

                                    By:    _____________________________________
                                    Name:  _____________________________________
                                    Title: _____________________________________


                                      C-2
<PAGE>   128
                                   EXHIBIT D-1

                            Form of Borrowing Notice

To:     Bank of America, N.A.,
        as Agent
        101 North Tryon Street, 15th Floor
        NC1-001-15-04
        Charlotte, North Carolina  28255
        Attention: Agency Services
        Telefacsimile:  (704)386-9923

        Reference is hereby made to the Amended and Restated Credit Agreement
dated as of _________, 2001 (the "Agreement") among UTI Corporation, a Maryland
corporation and successor by merger to Medical Device Manufacturing, Inc. (the
"Borrower"), the Lenders (as defined in the Agreement) and Bank of America,
N.A., as Agent for the Lenders ("Agent"), Fleet National Bank, as Syndication
Agent, and Dresdner Bank AG, New York Branch and Grand Cayman Branch, as
Documentation Agent. Capitalized terms used but not defined herein shall have
the respective meanings therefor set forth in the Agreement.

        The Borrower through its Authorized Representative hereby gives notice
to the Agent that Loans of the type and amount set forth below be made on the
date indicated:

Type of Loan
 (check one)          Interest Period(1)   Aggregate Amount(2)   Date of Loan(3)
____________          __________________   ___________________   _______________

Revolving Loan

Base Rate Loan        __________________   ___________________   _______________
Eurodollar Rate Loan  __________________   ___________________   _______________


(1)     For any Eurodollar Rate Loan, one, two, three or six months.
(2)     Must be $_________ or if greater an integral multiple of $_______,
unless a Base Rate Refunding Loan.
(3)     At least three (3) Business Days later if a Eurodollar Rate Loan;

        The Borrower hereby requests that the proceeds of Loans described in
this Borrowing Notice be made available to the Borrower as follows: [insert
transmittal instructions] .

        The undersigned hereby certifies that:

        1.      No Default or Event of Default exists either now or after giving
effect to the borrowing described herein; and

        2.      All the representations and warranties set forth in Article VIII
of the Agreement and in the Loan Documents (other than those expressly stated to
refer to a particular date) are


                                     D-1-1
<PAGE>   129
true and correct as of the date hereof except that the reference to the
financial statements in Section 8.6(a) of the Agreement shall be deemed (solely
for the purpose of the representation and warranty contained in such Section
8.6(a) but not for the purpose of any cross reference to such Section 8.6(a) or
to the financial statements described therein contained in any other provision
of Section 8.6 or elsewhere in Article 8) to refer to those financial statements
most recently delivered to you pursuant to Section 9.1 of the Agreement (it
being understood that any financial statements delivered pursuant to Section
9.1(b) have not been certified by independent public accountants).

        3.      All conditions contained in the Agreement to the making of any
Loan requested hereby have been met or satisfied in full .

                                    UTI CORPORATION, a Maryland corporation


                                    BY:  _______________________________________
                                                  Authorized Representative

                                    DATE:_______________________________________


                                     D-1-2
<PAGE>   130
                                   EXHIBIT D-2

                   Form of Borrowing Notice--Swing Line Loans

To:     Bank of America, N.A.,
        101 North Tryon Street, 15th Floor
        NC1-001-15-04
        Charlotte, North Carolina  28255
        Attention: Agency Services
        Telefacsimile:  (704) 386-9923

        Reference is hereby made to the Amended and Restated Credit Agreement
dated as of __________, 2001 (the "Agreement") among UTI Corporation, a Maryland
corporation and successor by merger to Medical Device Manufacturing, Inc. (the
"Borrower"), the Lenders (as defined in the Agreement) and Bank of America,
N.A., as Agent for the Lenders ("Agent"), Fleet National Bank, as Syndication
Agent, and Dresdner Bank AG, New York Branch and Grand Cayman Branch, as
Documentation Agent. Capitalized terms used but not defined herein shall have
the respective meanings therefor set forth in the Agreement.

        The Borrower through its Authorized Representative hereby gives notice
to Bank of America that a Swing Line Loan of the amount set forth below be made
on the date indicated:

          Amount(1)                                       Date of Loan
          ---------                                       ------------

         $__________                                     _________, ____

_______________________

        (1)     Must be $_________ or if greater an integral multiple of
$_______, unless a Base Rate Refunding Loan.

        The Borrower hereby requests that the proceeds of Swing Line Loans
described in this Borrowing Notice be made available to the Borrower as follows:
[insert transmittal instructions]

        The undersigned hereby certifies that:

        1.      No Default or Event of Default exists either now or after giving
effect to the borrowing described herein; and

        2.      All the representations and warranties set forth in Article VIII
of the Agreement and in the Loan Documents (other than those expressly stated to
refer to a particular date) are true and correct as of the date hereof except
that the reference to the financial statements in Section 8.6(a) of the
Agreement shall be deemed (solely for the purpose of the representation and
warranty contained in such Section 8.6(a) but not for the purpose of any cross
reference to such Section 8.6(a) or to the financial statements described
therein contained in any other provision of Section 8.6 or elsewhere in Article
8) to refer to those financial statements most recently


                                     D-2-1
<PAGE>   131
delivered to you pursuant to Section 9.1 of the Agreement (it being understood
that any financial statements delivered pursuant to Section 9.1(b) have not been
certified by independent public accountants).

        3.      All conditions contained in the Agreement to the making of any
Loan requested hereby have been met or satisfied in full.

                                    UTI CORPORATION, a Maryland corporation


                                    BY:  _______________________________________
                                         Authorized Representative

                                    DATE:_______________________________________


                                     D-2-2
<PAGE>   132
                                    EXHIBIT E

                     Form of Interest Rate Selection Notice

To:     Bank of America, N.A., as Agent
        101 North Tryon Street, 15th Floor
        NC1-001-15-04
        Charlotte, North Carolina  28255
        Attention:  Agency Services
        Telefacsimile:  (704) 386-9923

        Reference is hereby made to the Amended and Restated Credit Agreement
dated as of __________, 2001 (the "Agreement") among UTI Corporation, a Maryland
corporation and successor by merger to Medical Device Manufacturing, Inc. (the
"Borrower"), the Lenders (as defined in the Agreement) and Bank of America,
N.A., as Agent for the Lenders ("Agent"), Fleet National Bank, as Syndication
Agent, and Dresdner Bank AG, New York Branch and Grand Cayman Branch, as
Documentation Agent. Capitalized terms used but not defined herein shall have
the respective meanings therefor set forth in the Agreement.

        The Borrower through its Authorized Representative hereby gives notice
to the Agent of the following selection of a type of Loan or Segment and
Interest Period:

Type of Loan
 (check one)          Interest Period(1)   Aggregate Amount(2)   Date of Loan(3)
____________          __________________   ___________________   _______________

Revolving Loan

Base Rate Loan        __________________   ___________________   _______________
Eurodollar Rate Loan  __________________   ___________________   _______________

Term A Loan Segment

Base Rate Loan        __________________   ___________________   _______________
Eurodollar Rate Loan  __________________   ___________________   _______________


                                      E-1
<PAGE>   133
Term B Loan Segment

Base Rate Loan        __________________   ___________________   _______________
Eurodollar Rate Loan  __________________   ___________________   _______________

________________
(1)     For any Eurodollar Rate Loan or Segment, one, two, three or six months.
(2)     If a Eurodollar Rate Loan or Base Rate Loan, must be $_________ or if
        greater an integral multiple of $_______, unless a Base Rate Refunding
        Loan
(3)     At least three (3) Business Days later if a Eurodollar Rate Loan or
        Eurodollar Rate Segment;


                                    UTI CORPORATION, a Maryland corporation


                                    BY: ________________________________________
                                    Authorized Representative
                                    DATE: ______________________________________


                                     D-2-2
<PAGE>   134
                                   EXHIBIT F-1

                             Form of Revolving Note

                              Amended and Restated
                                 Promissory Note
                                (Revolving Loan)

$______________                                        Charlotte, North Carolina

                                                               ________ __, ____



        FOR VALUE RECEIVED, UTI Corporation, a Maryland corporation as successor
by merger to Medical Device Manufacturing, Inc. (the "Borrower"), hereby
promises to pay to the order of _______________________________________________
(the "Lender"), in its individual capacity, at the office of BANK OF AMERICA,
N.A., as agent for the Lenders (the "Agent"), located at 101 North Tryon Street,
NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places
as the Agent may designate in writing) at the times set forth in the Amended and
Restated Credit Agreement dated as of __________, 2001 among the Borrower, the
financial institutions party thereto (collectively, the "Lenders"), Fleet
National Bank, as Syndication Agent, and Dresdner Bank AG, New York Branch and
Grand Cayman Branch, as Documentation Agent, and the Agent (the "Agreement" --
all capitalized terms not otherwise defined herein shall have the respective
meanings set forth in the Agreement), in lawful money of the United States of
America, in immediately available funds, the principal amount of
________________________________ DOLLARS ($__________) or, if less than such
principal amount, the aggregate unpaid principal amount of all Revolving Loans
made by the Lender to the Borrower pursuant to the Agreement on the Revolving
Credit Termination Date or such earlier date as may be required pursuant to the
terms of the Agreement, and to pay interest from the date hereof on the unpaid
principal amount hereof, in like money, at said office, on the dates and at the
rates provided in Articles II and IV of the Agreement. All or any portion of the
principal amount of Loans may be prepaid or required to be prepaid as provided
in the Agreement.

        If payment of all sums due hereunder is accelerated under the terms of
the Agreement or under the terms of the other Loan Documents executed in
connection with the Agreement, the then remaining principal amount and accrued
but unpaid interest thereon evidenced by this Revolving Note shall become
immediately due and payable, without presentation, demand, protest or notice of
any kind, all of which are hereby waived by the Borrower.

        In the event this Revolving Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to the principal
and interest, all costs of collection, including reasonable attorneys' fees, and
interest due hereunder thereon at the rates set forth above.

        Interest hereunder shall be computed as provided in the Agreement.


                                     F-1-1
<PAGE>   135
        This Revolving Note is one of the Revolving Notes in the principal
amount of $__________ referred to in the Agreement and is issued pursuant to and
entitled to the benefits and security of the Agreement to which reference is
hereby made for a more complete statement of the terms and conditions upon which
the Revolving Loans evidenced hereby were or are made and are to be repaid. This
Revolving Note is subject to certain restrictions on transfer or assignment as
provided in the Agreement. This Revolving Note is issued in replacement of and
not as payment for that certain Revolving Note in favor of the Lender dated
________________, 2000 issued pursuant to the Existing Credit Agreement.

        All Persons bound on this obligation, whether primarily or secondarily
liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive
to the full extent permitted by law all defenses based on suretyship or
impairment of collateral and the benefits of all provisions of law for stay or
delay of execution or sale of property or other satisfaction of judgment against
any of them on account of liability hereon until judgment be obtained and
execution issued against any other of them and returned satisfied or until it
can be shown that the maker or any other party hereto had no property available
for the satisfaction of the debt evidenced by this instrument, or until any
other proceedings can be had against any of them, also their right, if any, to
require the holder hereof to hold as security for this Revolving Note any
collateral deposited by any of said Persons as security. Protest, notice of
protest, notice of dishonor, diligence or any other formality are hereby waived
by all parties bound hereon.

                            [SIGNATURE PAGE FOLLOWS.]


                                     F-1-2
<PAGE>   136
        IN WITNESS WHEREOF, the Borrower has caused this Revolving Note to be
made, executed and delivered by its duly authorized representative as of the
date and year first above written, all pursuant to authority duly granted.


                                    UTI CORPORATION, a Maryland corporation
WITNESS:

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                     F-1-3
<PAGE>   137
                                   EXHIBIT F-2

                                Form of Term Note

                              Amended and Restated
                                 Promissory Note
                                  (Term A Loan)

$________________                                      Charlotte, North Carolina

                                                               ________ __, ____


        FOR VALUE RECEIVED, UTI Corporation, a Maryland corporation as successor
by merger to Medical Device Manufacturing, Inc. (the "Borrower"), hereby
promises to pay to the order of ___________________________________ (the
"Lender"), in its individual capacity, at the office of BANK OF AMERICA, N.A.,
as agent for the Lenders (the "Agent"), located at 101 North Tryon Street,
NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places
as the Agent may designate in writing) at the times set forth in the Amended and
Restated Credit Agreement dated as of _________, 2001 among the Borrower, the
financial institutions party thereto (collectively, the "Lenders"), Fleet
National Bank, as Syndication Agent, and Dresdner Bank AG, New York Branch and
Grand Cayman Branch, as Documentation Agent, and the Agent (the "Agreement" --
all capitalized terms not otherwise defined herein shall have the respective
meanings set forth in the Agreement), in lawful money of the United States of
America, in immediately available funds, the principal amount of
_____________________ DOLLARS ($__________) on the Term A Loan Termination Date
or such earlier date as may be required pursuant to the terms of the Agreement,
and to pay interest from the date hereof on the unpaid principal amount hereof,
in like money, at said office, on the dates and at the rates provided in
Articles II and IV of the Agreement. All or any portion of the principal amount
of Loans may be prepaid or required to be prepaid as provided in the Agreement.

        If payment of all sums due hereunder is accelerated under the terms of
the Agreement or under the terms of the other Loan Documents executed in
connection with the Agreement, the then remaining principal amount hereof and
accrued but unpaid interest thereon evidenced by this Term Note shall become
immediately due and payable, without presentation, demand, protest or notice of
any kind, all of which are hereby waived by the Borrower.

        In the event this Term A Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to the principal
and interest due hereunder, all costs of collection, including reasonable
attorneys' fees, and interest thereon at the rates set forth above.

        Interest hereunder shall be computed as provided in the Agreement.

        This Term A Note is one of the Term A Notes referred to in the Agreement
and is issued pursuant to and entitled to the benefits and security of the
Agreement to which reference is hereby made for a more complete statement of the
terms and conditions upon which the Term A


                                     F-2-1
<PAGE>   138
Loan evidenced hereby was made and is to be repaid. This Term A Note is subject
to certain restrictions on transfer or assignment as provided in the Agreement.
This Term A Note is issued in replacement of and not as payment for that certain
Term A Note in favor of the Lender dated ________________, 2000 issued pursuant
to the Existing Credit Agreement.

        All Persons bound on this obligation, whether primarily or secondarily
liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive
to the full extent permitted by law all defenses based on suretyship or
impairment of collateral and the benefits of all provisions of law for stay or
delay of execution or sale of property or other satisfaction of judgment against
any of them on account of liability hereon until judgment be obtained and
execution issued against any other of them and returned satisfied or until it
can be shown that the maker or any other party hereto had no property available
for the satisfaction of the debt evidenced by this instrument, or until any
other proceedings can be had against any of them, also their right, if any, to
require the holder hereof to hold as security for this Term A Note any
collateral deposited by any of said Persons as security. Protest, notice of
protest, notice of dishonor, diligence or any other formality are hereby waived
by all parties bound hereon.

                            [SIGNATURE PAGE FOLLOWS.]


                                     F-2-2
<PAGE>   139
        IN WITNESS WHEREOF, the Borrower has caused this Term Note to be made,
executed and delivered by its duly authorized representative as of the date and
year first above written, all pursuant to authority duly granted.


                                    UTI CORPORATION, a Maryland corporation

WITNESS:

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                     F-2-3
<PAGE>   140
                                   EXHIBIT F-3

                                Form of Term Note

                              Amended and Restated
                                 Promissory Note
                                  (Term B Loan)

$________________                                      Charlotte, North Carolina

                                                            __________ __, _____


         FOR VALUE RECEIVED, UTI Corporation, a Maryland corporation as
successor by merger to Medical Device Manufacturing, Inc. (the "Borrower"),
hereby promises to pay to the order of ___________________________________ (the
"Lender"), in its individual capacity, at the office of BANK OF AMERICA, N.A.,
as agent for the Lenders (the "Agent"), located at 101 North Tryon Street,
NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places
as the Agent may designate in writing) at the times set forth in the Amended and
Restated Credit Agreement dated as of _________, 2001 among the Borrower, the
financial institutions party thereto (collectively, the "Lenders"), Fleet
National Bank, as Syndication Agent, and Dresdner Bank AG, New York Branch and
Grand Cayman Branch, as Documentation Agent, and the Agent (the "Agreement" --
all capitalized terms not otherwise defined herein shall have the respective
meanings set forth in the Agreement), in lawful money of the United States of
America, in immediately available funds, the principal amount of
_____________________ DOLLARS ($__________) on the Term B Loan Termination Date
or such earlier date as may be required pursuant to the terms of the Agreement,
and to pay interest from the date hereof on the unpaid principal amount hereof,
in like money, at said office, on the dates and at the rates provided in
Articles II and IV of the Agreement. All or any portion of the principal amount
of Loans may be prepaid or required to be prepaid as provided in the Agreement.

         If payment of all sums due hereunder is accelerated under the terms of
the Agreement or under the terms of the other Loan Documents executed in
connection with the Agreement, the then remaining principal amount hereof and
accrued but unpaid interest thereon evidenced by this Term Note shall become
immediately due and payable, without presentation, demand, protest or notice of
any kind, all of which are hereby waived by the Borrower.

         In the event this Term B Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to the principal
and interest due hereunder, all costs of collection, including reasonable
attorneys' fees, and interest thereon at the rates set forth above.

         Interest hereunder shall be computed as provided in the Agreement.

         This Term B Note is one of the Term B Notes referred to in the
Agreement and is issued pursuant to and entitled to the benefits and security of
the Agreement to which reference is hereby made for a more complete statement of
the terms and conditions upon which the Term B Loan evidenced hereby was made
and is to be repaid. This Term B Note is subject to certain


                                     F-3-1
<PAGE>   141
restrictions on transfer or assignment as provided in the Agreement. This Term B
Note is issued in replacement of and not as payment for that certain Term B Note
in favor of the Lender dated ________________, 2000 issued pursuant to the
Existing Credit Agreement.

         All Persons bound on this obligation, whether primarily or secondarily
liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive
to the full extent permitted by law all defenses based on suretyship or
impairment of collateral and the benefits of all provisions of law for stay or
delay of execution or sale of property or other satisfaction of judgment against
any of them on account of liability hereon until judgment be obtained and
execution issued against any other of them and returned satisfied or until it
can be shown that the maker or any other party hereto had no property available
for the satisfaction of the debt evidenced by this instrument, or until any
other proceedings can be had against any of them, also their right, if any, to
require the holder hereof to hold as security for this Term B Note any
collateral deposited by any of said Persons as security. Protest, notice of
protest, notice of dishonor, diligence or any other formality are hereby waived
by all parties bound hereon.


                           [SIGNATURE PAGE FOLLOWS.]


                                     F-3-2
<PAGE>   142
         IN WITNESS WHEREOF, the Borrower has caused this Term Note to be made,
executed and delivered by its duly authorized representative as of the date and
year first above written, all pursuant to authority duly granted.


                                       UTI CORPORATION, a Maryland corporation

WITNESS:

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________



                                     F-3-3
<PAGE>   143
                                   EXHIBIT F-4

                              Amended and Restated
                             Form of Swing Line Note

                                 Promissory Note
                                (Swing Line Loan)

$________________                                      Charlotte, North Carolina

                                                            __________ __, _____


         FOR VALUE RECEIVED, UTI Corporation, a Maryland corporation as
successor by merger to Medical Device Manufacturing, Inc. (the "Borrower"),
hereby promises to pay to the order of BANK OF AMERICA, N.A. ("Bank of
America"), in its individual capacity, at Bank of America's offices located at
101 North Tryon Street, NC1-001-15-04, Charlotte, North Carolina 28255 (or at
such other place or places as Bank of America may designate) at the times set
forth in the Amended and Restated Credit Agreement dated as of __________, 2001
among the Borrower, the financial institutions party thereto (collectively, the
"Lenders"), Fleet National Bank, as Syndication Agent, and Dresdner Bank AG, New
York Branch and Grand Cayman Branch, as Documentation Agent, and Bank of
America, N.A., as agent for the Lenders (the "Agent") (as amended, supplemented
or otherwise modified from time to time, the "Agreement" -- all capitalized
terms not otherwise defined herein shall have the respective meanings set forth
in the Agreement), in lawful money of the United States of America, in
immediately available funds, the principal amount of
______________________________________ DOLLARS ($____________) or if less than
such principal amount, the aggregate unpaid principal amount of all Swing Line
Loans made by Bank of America to the Borrower pursuant to the Agreement on the
Revolving Credit Termination Date or such earlier date as may be required
pursuant to the terms of the Agreement, and to pay interest from the date hereof
on the unpaid principal amount hereof, in like money, at said office, on the
dates and at the rates provided in Articles II and IV of the Agreement. All or
any portion of the principal amount of Swing Line Loans may be prepaid as
provided in the Agreement.

         If payment of all sums due hereunder is accelerated under the terms of
the Agreement or under the terms of the other Loan Documents executed in
connection with the Agreement, the then remaining principal amount and accrued
but unpaid interest shall bear interest which shall be payable on demand at the
Default Rate until such principal and interest have been paid in full. Further,
in the event of such acceleration, this Note, and all other indebtedness of the
Borrower to the Lender shall become immediately due and payable, without
presentation, demand, protest or notice of any kind, all of which are hereby
waived by the Borrower.

         In the event this Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to the principal
and interest, all costs of collection, including reasonable attorneys' fees, and
interest thereon at the rates set forth above.


                                     F-4-1
<PAGE>   144
         Interest hereunder shall be computed on the basis of a 360 day year for
the actual number of days in the interest period.

         This Note is the Swing Line Note referred to in the Agreement and is
issued pursuant to and entitled to the benefits and security of the Agreement to
which reference is hereby made for a more complete statement of the terms and
conditions upon which the Swing Line Loans evidenced hereby were or are made and
are to be repaid. This Note is subject to certain restrictions on transfer or
assignment as provided in the Agreement. This Note is issued in replacement of
and not as payment for that certain Swing Line Note in favor of the Lender dated
________________, 2000 issued pursuant to the Existing Credit Agreement.

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

         All Persons bound on this obligation, whether primarily or secondarily
liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive
to the full extent permitted by law all defenses based on suretyship or
impairment of collateral and the benefits of all provisions of law for stay or
delay of execution or sale of property or other satisfaction of judgment against
any of them on account of liability hereon until judgment be obtained and
execution issued against any other of them and returned satisfied or until it
can be shown that the maker or any other party hereto had no property available
for the satisfaction of the debt evidenced by this instrument, or until any
other proceedings can be had against any of them, also their right, if any, to
require the holder hereof to hold as security for this Note any collateral
deposited by any of said Persons as security. Protest, notice of protest, notice
of dishonor, diligence or any other formality are hereby waived by all parties
bound hereon.


                            [SIGNATURE PAGE FOLLOWS.]




                                     F-4-2
<PAGE>   145
         IN WITNESS WHEREOF, the Borrower has caused this Note to be made,
executed and delivered by its duly authorized representative as of the date and
year first above written, all pursuant to authority duly granted.


                                       UTI CORPORATION, a Maryland corporation
WITNESS:

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________




                                     F-4-3
<PAGE>   146
                                    EXHIBIT G

                      Form of Opinion of Borrower's Counsel


                                  See attached.



                                      G-1
<PAGE>   147
                                    EXHIBIT H

                             Compliance Certificate

Bank of America, N.A.,
as Agent
101 North Tryon Street, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attention: Agency Services
Telefacsimile:  (704) 386-9923

Bank of America, N.A.,
as Agent

_______________________________

_______________________________
Attention: ____________________
Telefacsimile:    (___) ___-____


         Reference is hereby made to the Amended and Restated Credit Agreement
dated as of __________, 2001 (the "Agreement") among UTI Corporation, a Maryland
corporation as successor by merger to Medical Device Manufacturing, Inc. (the
"Borrower"), the Lenders (as defined in the Agreement) and Bank of America,
N.A., as Agent for the Lenders ("Agent"), Fleet National Bank, as Syndication
Agent, and Dresdner Bank AG, New York Branch and Grand Cayman Branch, as
Documentation Agent. Capitalized terms used but not otherwise defined herein
shall have the respective meanings therefor set forth in the Agreement. The
undersigned, a duly authorized and acting Authorized Representative, hereby
certifies to you as of __________ (the "Determination Date") as follows:

1.       Calculations:

                                   [To come.]

2.       No Default

                  A.       Since __________ (the date of the last similar
         certification), (a) the Borrower has not defaulted in the keeping,
         observance, performance or fulfillment of its obligations pursuant to
         any of the Loan Documents; and (b) no Default or Event of Default
         specified in Article XI of the Agreement has occurred and is
         continuing.

                  B.       If a Default or Event of Default has occurred since
         __________ (the date of the last similar certification), the Borrower
         proposes to take the following action with respect to such Default or
         Event of Default:_______________________________________________.


                                      H-1
<PAGE>   148
                  (Note, if no Default or Event of Default has occurred, insert
                  "Not Applicable").

         The Determination Date is the date of the last required financial
statements submitted to the Lenders in accordance with Section 9.1 of the
Agreement.


         IN WITNESS WHEREOF, I have executed this Certificate this _____ day of
__________, 20__.


                                            By:_________________________________
                                                  Authorized Representative

                                            Name:_______________________________

                                            Title:______________________________




                                      H-2
<PAGE>   149
                                    EXHIBIT I

                       Form of Borrowing Base Certificate


                                  See attached.




                                      I-1
<PAGE>   150
                                    EXHIBIT J

                            Form of Facility Guaranty


                                  See attached.




                                      J-1
<PAGE>   151
                                    EXHIBIT K

                           Form of Security Agreement


                                  See attached.




                                      K-1
<PAGE>   152
                                    EXHIBIT L

                            Form of Pledge Agreement


                                  See attached.




                                      L-1
<PAGE>   153
                                  Schedule 1.1

                       UTI Pro Forma Financial Statements




                                      S-1
<PAGE>   154
                                  Schedule 1.2

                       ATM Pro Forma Financial Statements




                                      S-2
<PAGE>   155
                                  Schedule 1.3

                                 IPO Adjustments




                                      S-3
<PAGE>   156
                                  Schedule 1.4

                                One-Time Charges




                                      S-4
<PAGE>   157
                                  Schedule 1.5

       Inventory Locations Which are Owned or Subject to a Landlord Waiver




                                      S-5
<PAGE>   158
                                  Schedule 5.3

                                  Real Property


                                  See attached.




                                      S-6
<PAGE>   159
                                  Schedule 8.4

                  Subsidiaries and Investments in Other Persons


                                  See attached.




                                      S-7
<PAGE>   160
                                  Schedule 8.6

                                  Indebtedness


                                  See attached.




                                      S-8
<PAGE>   161
                                  Schedule 8.7

                                      Liens


                                  See attached.




                                      S-9
<PAGE>   162
                                  Schedule 8.8

                                   Tax Matters


                                  See attached.




                                      S-10
<PAGE>   163
                                  Schedule 8.10

                                   Litigation


                                  See attached.




                                      S-11
<PAGE>   164
                                  Schedule 9.5

                                    Insurance


                                  See attached.




                                      S-12