<PAGE>   1
                                                                    Exhibit 10.1


                                                                  EXECUTION COPY

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


                                CREDIT AGREEMENT


                                   dated as of


                                October 6, 1998,


                as Amended and Restated as of February 10, 2000,


             as further Amended and Restated as of January 31, 2001,


                                      among


                                SPX CORPORATION,


                            The Lenders Party Hereto,


                                  BANK ONE, NA,
                             as Documentation Agent,


                                       and


                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

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

                                   JP MORGAN,
                   as Sole Lead Arranger and Sole Book Manager

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

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
ARTICLE I   Definitions .........................................................................................     1

         SECTION 1.1 Defined Terms...............................................................................     1
         SECTION 1.2 Classification of Loans and Borrowings......................................................    22
         SECTION 1.3 Terms Generally.............................................................................    22
         SECTION 1.4 Accounting Terms; GAAP......................................................................    22

ARTICLE II   The Credits ........................................................................................    22

         SECTION 2.1 Commitments.................................................................................    22
         SECTION 2.2 Loans and Borrowings........................................................................    23
         SECTION 2.3 Requests for Borrowings.....................................................................    24
         SECTION 2.4 Swingline Loans.............................................................................    24
         SECTION 2.5 Letters of Credit...........................................................................    25
         SECTION 2.6 Funding of Borrowings.......................................................................    28
         SECTION 2.7 Interest Elections..........................................................................    29
         SECTION 2.8 Termination and Reduction of Commitments....................................................    30
         SECTION 2.9 Evidence of Debt............................................................................    30
         SECTION 2.10 Repayment of Loans.........................................................................    31
         SECTION 2.11 Prepayment of Loans........................................................................    32
         SECTION 2.12 Certain Payment Application Matters........................................................    34
         SECTION 2.13 Fees ......................................................................................    35
         SECTION 2.14 Interest...................................................................................    35
         SECTION 2.15 Alternate Rate of Interest.................................................................    36
         SECTION 2.16 Increased Costs............................................................................    36
         SECTION 2.17 Break Funding Payments.....................................................................    37
         SECTION 2.18 Taxes......................................................................................    38
         SECTION 2.19 Payments Generally; Pro Rata Treatment; Sharing of Set-offs................................    40
         SECTION 2.20 Mitigation Obligations; Replacement of Lenders.............................................    41

ARTICLE III  Representations and Warranties......................................................................    42

         SECTION 3.1 Organization; Powers........................................................................    42
         SECTION 3.2 Authorization; Enforceability...............................................................    42
         SECTION 3.3 Governmental Approvals; No Conflicts........................................................    42
         SECTION 3.4 Financial Condition; No Material Adverse Change.............................................    42
         SECTION 3.5 Properties..................................................................................    43
         SECTION 3.6 Litigation and Environmental Matters........................................................    43
         SECTION 3.7 Compliance with Laws and Agreements.........................................................    43
         SECTION 3.8 Investment and Holding Company Status.......................................................    44
         SECTION 3.9 Taxes ......................................................................................    44
         SECTION 3.10 ERISA......................................................................................    44
         SECTION 3.11 Disclosure.................................................................................    44
         SECTION 3.12 Subsidiaries...............................................................................    44
</TABLE>


                                       i
<PAGE>   3
<TABLE>
<S>                                                                                                                  <C>
         SECTION 3.13 Insurance..................................................................................    44
         SECTION 3.14 Labor Matters..............................................................................    44
         SECTION 3.15 Solvency...................................................................................    45
         SECTION 3.16 Senior Indebtedness........................................................................    45
         SECTION 3.17 Security Documents.........................................................................    45

ARTICLE IV   Conditions .........................................................................................    46

         SECTION 4.1 Amendment/Restatement Effective Date........................................................    46
         SECTION 4.2 Each Credit Event...........................................................................    47

ARTICLE V Affirmative Covenants..................................................................................    47

         SECTION 5.1 Financial Statements and Other Information..................................................    48
         SECTION 5.2 Notices of Material Events..................................................................    49
         SECTION 5.3 Information Regarding Collateral............................................................    49
         SECTION 5.4 Existence; Conduct of Business..............................................................    50
         SECTION 5.5 Payment of Obligations......................................................................    50
         SECTION 5.6 Maintenance of Properties...................................................................    50
         SECTION 5.7 Insurance...................................................................................    50
         SECTION 5.8 Books and Records; Inspection and Audit Rights..............................................    50
         SECTION 5.9 Compliance with Laws and Contractual Obligations............................................    50
         SECTION 5.10 Use of Proceeds and Letters of Credit......................................................    51
         SECTION 5.11 Additional Collateral......................................................................    51
         SECTION 5.12 Further Assurances.........................................................................    51
         SECTION 5.13 Interest Rate Protection...................................................................    52

ARTICLE VI   Negative Covenants..................................................................................    52

         SECTION 6.1 Financial Condition Covenants...............................................................    52
         SECTION 6.2 Indebtedness................................................................................    52
         SECTION 6.3 Liens ......................................................................................    54
         SECTION 6.4 Fundamental Changes.........................................................................    55
         SECTION 6.5 Investments, Loans, Advances, Guarantees and Acquisitions...................................    56
         SECTION 6.6 Capital Expenditures........................................................................    57
         SECTION 6.7 Disposition of Assets.......................................................................    57
         SECTION 6.8 Sale and Leaseback Transactions.............................................................    58
         SECTION 6.9 Restricted Payments.........................................................................    59
         SECTION 6.10 Payments of Subordinated Debt; Certain Derivative Transactions.............................    59
         SECTION 6.11 Transactions with Affiliates...............................................................    60
         SECTION 6.12 Restrictive Agreements.....................................................................    60
         SECTION 6.13 Amendment of Material Documents, etc.......................................................    60
</TABLE>


                                       ii
<PAGE>   4
<TABLE>
<S>                                                                                                                  <C>
ARTICLE VII  Events of Default...................................................................................    60

ARTICLE VIII The Administrative Agent............................................................................    63

ARTICLE IX   Miscellaneous ......................................................................................    65

         SECTION 9.1 Notices.....................................................................................    65
         SECTION 9.2 Waivers; Amendments.........................................................................    65
         SECTION 9.3 Expenses; Indemnity; Damage Waiver..........................................................    66
         SECTION 9.4 Successors and Assigns......................................................................    67
         SECTION 9.5 Survival....................................................................................    69
         SECTION 9.6 Counterparts; Integration...................................................................    69
         SECTION 9.7 Severability................................................................................    70
         SECTION 9.8 Right of Setoff.............................................................................    70
         SECTION 9.9 Governing Law; Jurisdiction; Consent to Service of Process..................................    70
         SECTION 9.10 Acknowledgements...........................................................................    71
         SECTION 9.11 Headings...................................................................................    71
         SECTION 9.12 Confidentiality............................................................................    71
         SECTION 9.13 WAIVER OF JURY TRIAL.......................................................................    71
         SECTION 9.14 Release of Collateral......................................................................    72
</TABLE>


                                      iii
<PAGE>   5
SCHEDULES:

1.1A     Commitments
1.1B     Material Subsidiaries
1.1C     Mortgaged Properties
2.5      Existing Letters of Credit
3.4      Disclosed Matters
3.5      Real Property
3.12     Subsidiaries
3.13     Insurance
3.17(a)  UCC Filing Jurisdictions
3.17(b)  Mortgage Filing Jurisdictions
6.2      Existing Indebtedness
6.3      Existing Liens
6.5      Existing Investments
6.12     Existing Restrictions


EXHIBITS:

A-1      Form of Guarantee and Collateral Agreement
A-2      Form of Shared Collateral Agreement
A-3      Form of Mortgage
A-4      Form of Collateral Sharing Agreement
B        Form of Closing Certificate
C        Form of Assignment and Acceptance
D-1      Form of Legal Opinion of Fried, Frank, Harris, Shriver & Jacobson
D-2      Form of Legal Opinion of General Counsel of the Borrower
E        Form of Addendum
F        Form of Exemption Certificate
G        Form of Consent and Confirmation
H        Form of Prepayment Option Notice


                                       iv
<PAGE>   6
                  CREDIT AGREEMENT, dated as of October 6, 1998, as amended and
restated as of February 10, 2000, as further amended and restated as of January
31, 2001, among SPX CORPORATION, the Lenders party hereto, BANK ONE, NA, as
Documentation Agent, and THE CHASE MANHATTAN BANK, as Administrative Agent.


                              W I T N E S S E T H :
                               - - - - - - - - - -


                  WHEREAS, SPX Corporation, as borrower, entered into the Credit
Agreement, dated as of October 6, 1998 (the "Original Credit Agreement"), as
amended and restated as of February 10, 2000, and as further amended through the
date hereof (the "Existing Credit Agreement"), with the several banks and other
financial institutions or entities parties thereto, the documentation agent
named therein and The Chase Manhattan Bank, as administrative agent;

                  WHEREAS, the parties hereto have agreed to amend and restate
the Existing Credit Agreement as provided in this Agreement, which Agreement
shall become effective upon the satisfaction of certain conditions precedent set
forth in Section 4.1 hereof; and

                  WHEREAS, it is the intent of the parties hereto that this
Agreement not constitute a novation of the obligations and liabilities existing
under the Existing Credit Agreement or evidence repayment of any of such
obligations and liabilities and that this Agreement amend and restate in its
entirety the Existing Credit Agreement and re-evidence the obligations of the
Borrower outstanding thereunder;

                  NOW, THEREFORE, in consideration of the above premises, the
parties hereto hereby agree that on the Amendment/Restatement Effective Date (as
defined below) the Existing Credit Agreement shall be amended and restated in
its entirety as follows:

                                   ARTICLE I

                                  Definitions

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

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

                  "Adjusted LIBO Rate": with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

                  "Administrative Agent": The Chase Manhattan Bank, in its
capacity as administrative agent for the Lenders hereunder and, unless the
context otherwise requires, in its capacity as Collateral Agent.

<PAGE>   7
                  "Administrative Questionnaire": an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                  "Affiliate": as to any Person, any other Person that, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, "control" of a Person means
the power, directly or indirectly, either to (a) vote 10% or more of the
securities having ordinary voting power for the election of directors (or
persons performing similar functions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.

                  "Alternate Base Rate": for any day, a rate per annum equal to
the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate
in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect
on such day plus -1/2 of 1%. If for any reason the Administrative Agent shall
have determined (which determination shall be conclusive absent manifest error)
that it is unable to ascertain the Federal Funds Effective Rate for any reason,
including the inability or failure of the Administrative Agent to obtain
sufficient quotations in respect thereof, the Alternate Base Rate shall be
determined without regard to clause (c) of the first sentence of this definition
until the circumstances giving rise to such inability no longer exist. Any
change in the Alternate Base Rate due to a change in the Prime Rate, the Base CD
Rate or the Federal Funds Effective Rate shall be effective from and including
the effective date of such change in the Prime Rate, the Base CD Rate or the
Federal Funds Effective Rate, respectively.

                  "Amendment/Restatement Effective Date": the date on which the
conditions precedent set forth in Section 4.1 shall be satisfied, which date is
January 31, 2001.

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

                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]


                                       2
<PAGE>   8
                  "Applicable Rate": with respect to any Loans, for any day, the
applicable rate per annum set forth below, based upon the Consolidated Leverage
Ratio as of the most recent determination date:

<TABLE>
<CAPTION>
                                                Applicable     Applicable     Applicable Rate
                   Applicable     Applicable     Rate for         Rate        for Eurodollar       Applicable Rate
                    Rate for         Rate       Eurodollar       for ABR      Loans that are     for ABR Loans that
                   Eurodollar      for ABR      Loans that     Loans that    Revolving Loans,       are Revolving
                   Loans that     Loans that    are Tranche    are Tranche  Swingline Loans or    Loans, Swingline
  Consolidated     are Tranche   are Tranche      C Term         C Term       Tranche A Term     Loans or Tranche A   Commitment Fee
 Leverage Ratio   B Term Loans   B Term Loans     Loans          Loans            Loans             Term Loans            Rate
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>            <C>           <C>            <C>           <C>                  <C>                  <C>
Greater than or       2.50%         1.50%          2.50%          1.50%            2.50%                1.50%             0.500%
 equal to 4.00
     to 1.0

Greater than or       2.50%         1.50%          2.50%          1.50%            2.25%                1.25%             0.375%
 equal to 3.50
to 1.0 and less
than 4.00 to 1.0

Greater than or       2.25%         1.25%          2.50%          1.50%            2.00%                1.00%             0.300%
 equal to 3.00
to 1.0 and less
than 3.50 to 1.0

Greater than or       2.25%         1.25%          2.50%          1.50%            1.75%                0.75%             0.300%
 equal to 2.50
to 1.0 and less
than 3.00 to 1.0

 Less than 2.50       2.25%         1.25%          2.25%          1.25%            1.50%                0.50%             0.250%
     to 1.0
</TABLE>

                  For purposes of the foregoing, (a) the Consolidated Leverage
Ratio shall be determined as of the end of each fiscal quarter of the Borrower's
fiscal year based upon the Borrower's consolidated financial statements
delivered pursuant to Section 5.1(a) or (b), and (b) each change in the
Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall
be effective during the period commencing on and including the date of delivery
to the Administrative Agent of such consolidated financial statements indicating
such change and ending on the date immediately preceding the effective date of
the next such change; provided that (i) subject to clause (ii) below, until the
delivery pursuant to Section 5.1(a) of the Borrower's consolidated financial
statements for the fiscal year ended December 31, 2000, the Consolidated
Leverage Ratio shall be determined as of the end of the Borrower's fiscal
quarter ended September 30, 2000 based upon the Borrower's consolidated
financial statements for such quarter delivered pursuant to Section 5.1(b) of
the Existing Credit Agreement, (ii) the Consolidated Leverage Ratio shall be
deemed to be greater than or equal to 4.00 to 1.0 (A) at any time that an Event
of Default has occurred and is continuing or (B) at the option of the
Administrative Agent or at the request of the Required Lenders, if the Borrower
fails to deliver the consolidated financial statements required to be delivered
by it pursuant to Section 5.1(a) or (b), during the period from the expiration
of the time for delivery thereof until such consolidated financial statements
are delivered, and (iii) until the delivery


                                       3
<PAGE>   9
pursuant to Section 5.1(b) of the Borrower's consolidated financial statements
for the fiscal quarter ended March 31, 2001, the Applicable Rate for Eurodollar
Loans that are Tranche C Term Loans shall be 2.50% and the Applicable Rate for
ABR Loans that are Tranche C Term Loans shall be 1.50%.

                  "Assessment Rate": for any day, the annual assessment rate in
effect on such day that is payable by a member of the Bank Insurance Fund
classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual
rate as shall be determined by the Administrative Agent to be representative of
the cost of such insurance to the Lenders.

                  "Assignment and Acceptance": an assignment and acceptance in
the form of Exhibit C or any other form approved by the Administrative Agent.

                  "Attributable Debt": in respect of a Sale/Leaseback
Transaction, as at the time of determination, the present value (discounted at
the interest rate assumed in making calculations in accordance with FAS 13) of
the total obligations of the Borrower or the relevant Subsidiary, as lessee, for
rental payments during the remaining term of the lease included in such
Sale/Leaseback Transaction (including any period for which such lease has been
extended).

                  "Base CD Rate": the sum of (a) the Three-Month Secondary CD
Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

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

                  "Borrower": SPX Corporation, a Delaware corporation.

                  "Borrowing": (a) Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect, or (b) a Swingline Loan.

                  "Borrowing Request": a request by the Borrower for a Borrowing
in accordance with Section 2.3.

                  "Business Day": any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank
market.

                  "Capital Expenditures": for any period, (a) the net additions
to property, plant and equipment and other capital expenditures of the Borrower
and its consolidated Subsidiaries that are (or would be) set forth in a
consolidated statement of cash flows of the Borrower for such period prepared in
accordance with GAAP and (b) Capital Lease Obligations incurred by the Borrower
and its consolidated Subsidiaries during such period.

                  "Capital Lease Obligations": with respect to any Person, the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted


                                       4
<PAGE>   10
for as capital leases on a balance sheet of such Person under GAAP, and the
amount of such obligations shall be the capitalized amount thereof determined in
accordance with GAAP.

                  "Capital Stock": shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any
and all warrants, rights or options to purchase any of the foregoing (other than
any Indebtedness convertible into Capital Stock, until such conversion).

                  "Change in Law": (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.16(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

                  "Change of Control": (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any "person" or "group"
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof)
of Capital Stock representing more than 35% of either the aggregate ordinary
voting power or the aggregate equity value represented by the issued and
outstanding Capital Stock of the Borrower; (b) occupation of a majority of the
seats (other than vacant seats) on the board of directors of the Borrower by
Persons who were neither (i) nominated by the board of directors of the Borrower
nor (ii) appointed by directors so nominated; or (c) the occurrence of a "Change
of Control" (or any comparable concept) as defined in the Subordinated Debt
Documents or the LYONs Documents.

                  "Class": when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans, Tranche A Term Loans, Tranche B Term Loans, Tranche C Term
Loans or Swingline Loans and, when used in reference to any Commitment, refers
to whether such Commitment is a Revolving Commitment or Tranche C Commitment.

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

                  "Collateral": all property of the Loan Parties, now owned or
hereafter acquired, upon which a Lien is purported to be created by any Security
Document.

                  "Collateral Agent": The Chase Manhattan Bank, in its
capacities as (a) collateral agent under the Guarantee and Collateral Agreement
for the Lenders and (b) collateral agent under the Shared Collateral Agreement
for the Lenders and for the Holders (as defined in the MTN Indenture).

                  "Collateral Agreements": the collective reference to the
Guarantee and Collateral Agreement and the Shared Collateral Agreement.

                  "Collateral Date": each date on which, pursuant to Section
5.1, the Borrower delivers annual financial statements in respect of its fiscal
year or quarterly financial statements in respect of the second quarter of its
fiscal year.

                  "Collateral Sharing Agreement": the Collateral Sharing
Agreement, dated as of October 6, 1998, between GSX and the Collateral Agent, a
copy of which is attached as Exhibit A-4, as the same may be amended,
supplemented or otherwise modified from time to time.


                                       5
<PAGE>   11
                  "Commitment": a Revolving Commitment or Tranche C Commitment
or any combination thereof (as the context requires).

                  "Consent and Confirmation": the Consent and Confirmation,
substantially in the form of Exhibit G, to be executed and delivered by the
Borrower and the Subsidiary Guarantors on the Amendment/Restatement Effective
Date.

                  "Consideration": in connection with any acquisition, the
consideration paid by the Borrower or any of its Subsidiaries in connection
therewith (including consideration in the form of issuance of Capital Stock of
the Borrower or any Subsidiary and assumption of Indebtedness but excluding, for
the purposes of any calculation made pursuant to Section 6.5, consideration in
the form of issuance of Capital Stock of the Borrower).

                  "Consolidated EBITDA": for any period, Consolidated Net Income
for such period plus, without duplication and to the extent reflected as a
charge in the statement of such Consolidated Net Income for such period, the sum
of (a) income tax expense, (b) interest expense, amortization or write-off of
debt discount and debt issuance costs and commissions, discounts and other fees
and charges associated with Indebtedness (including the Loans, letters of
credit, bankers' acceptances and net costs under Hedging Agreements), (c)
depreciation and amortization expense, (d) amortization or write-off of
intangibles (including, but not limited to, goodwill) and organization costs,
(e) any extraordinary or non-recurring non-cash expenses or non-cash losses,
provided that in the event that the Borrower or any Subsidiary makes any cash
payment in respect of any such extraordinary or non-recurring non-cash expense,
such cash payment shall be deducted from Consolidated EBITDA in the period in
which such cash payment is made, (f) losses on Dispositions of assets outside of
the ordinary course of business and (g) non-cash compensation expenses arising
from the sale of stock, the granting of stock options, the granting of stock
appreciation rights and similar arrangements, and minus, to the extent included
in the statement of such Consolidated Net Income for such period, (a) any
extraordinary or non-recurring non-cash income or non-cash gains and (b) gains
on Dispositions of assets outside of the ordinary course of business, all as
determined on a consolidated basis; provided that in determining Consolidated
EBITDA for such period, the cumulative effect of any change in accounting
principles (effected either through cumulative effect adjustment or a
retroactive application) shall be excluded. For the purposes of calculating
Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a
"Reference Period") pursuant to any determination of the Consolidated Leverage
Ratio, if during such Reference Period (or, in the case of pro forma
calculations, during the period from the last day of such Reference Period to
and including the date as of which such calculation is made) the Borrower or any
Subsidiary shall have made a Material Disposition or Material Acquisition,
Consolidated EBITDA for such Reference Period shall be calculated after giving
pro forma effect thereto as if such Material Disposition or Material Acquisition
occurred on the first day of such Reference Period (with the Reference Period
for the purposes of pro forma calculations being the most recent period of four
consecutive fiscal quarters for which the relevant financial information is
available), without giving effect to cost savings. As used in this definition,
"Material Acquisition" means any acquisition of property or series of related
acquisitions of property that (a) constitutes assets comprising all or
substantially all of an operating unit of a business or constitutes all or
substantially all of the common stock of a Person and (b) involves Consideration
in excess of $10,000,000; and "Material Disposition" means any Disposition of
property or series of related Dispositions of property that (a) involves assets
comprising all or substantially all of an operating unit of a business or
constitutes all or substantially all of the common stock of a Subsidiary and (b)
yields gross proceeds to the Borrower or any of its Subsidiaries in excess of
$10,000,000.

                  "Consolidated Interest Coverage Ratio": for any period, the
ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest
Expense for such period.


                                       6
<PAGE>   12
                  "Consolidated Interest Expense": for any period, the sum of
(a) total cash interest expense (including that attributable to Capital Lease
Obligations) of the Borrower and its Subsidiaries for such period with respect
to all outstanding Indebtedness of the Borrower and its Subsidiaries (including
all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers' acceptance financing and net costs or net income
under Hedging Agreements in respect of such Indebtedness to the extent such net
costs or net income, as the case may be, are allocable to such period in
accordance with GAAP) and (b) total dividend payments made by the Borrower or
any of its Subsidiaries to any Person (other than the Borrower or any Wholly
Owned Subsidiary Guarantor) during such period in respect of preferred Capital
Stock.

                  "Consolidated Leverage Ratio": as at the last day of any
period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated
EBITDA for such period.

                  "Consolidated Net Income": for any period, the consolidated
net income (or loss) of the Borrower and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the income (or deficit) of any Person accrued prior to the date it
becomes a Subsidiary of the Borrower or is merged into or consolidated with the
Borrower or any of its Subsidiaries and (b) the income (or deficit) of any
Person (other than a Subsidiary of the Borrower) in which the Borrower or any of
its Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by the Borrower or such Subsidiary in the form of
dividends or similar distributions.

                  "Consolidated Senior Debt": all Consolidated Total Debt other
than Subordinated Debt.

                  "Consolidated Senior Leverage Ratio": as of the last day of
any period, the ratio of (a) Consolidated Senior Debt on such day to (b)
Consolidated EBITDA for such period.

                  "Consolidated Total Debt": at any date, the aggregate
principal amount of all Indebtedness of the Borrower and its Subsidiaries at
such date (excluding the face amount of undrawn letters of credit), determined
on a consolidated basis in accordance with GAAP, calculated net of the amount of
cash, in excess of $50,000,000, that would (in conformity with GAAP) be set
forth on a consolidated balance sheet of the Borrower and its Subsidiaries for
such date, provided that the netting of such cash amounts shall not be used in
calculating the Consolidated Leverage Ratio for purposes of determining the
Applicable Rate.

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

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

                  "Default": any event or condition which upon notice, lapse of
time or both would, unless cured or waived, become an Event of Default
(including, in any event, a "Default" under and as defined in the Subordinated
Debt Documents).

                  "Disclosed Matters": the matters disclosed in Schedule 3.4.

                  "Disposition": with respect to any property, any sale, lease,
sale and leaseback, assignment, conveyance, transfer or other disposition
thereof. "Dispose" and "Disposed of" have meanings correlative thereto.


                                       7
<PAGE>   13
                  "Documentation Agent": Bank One, NA, in its capacity as
documentation agent.

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

                  "Domestic Subsidiary": any Subsidiary other than a Foreign
Subsidiary.

                  "ECF Percentage": 50%; provided, that the ECF Percentage shall
be permanently reduced to 0% after the first fiscal year as to which the
Consolidated Leverage Ratio (determined as of the last day of such fiscal year)
is less than 3.0 to 1.0.

                  "Effective Date": the date on which the conditions specified
in Section 4.1 of the Original Credit Agreement were satisfied, which date was
October 6, 1998.

                  "Emerson JV": EGS LLC.

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

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

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

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

                  "ERISA Event": (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that


                                       8
<PAGE>   14
a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

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

                  "Event of Default": as defined in Article VII.

                  "Excess Cash Flow": for any fiscal year of the Borrower, the
excess (if any), determined without duplication, of (a) the sum of (i)
Consolidated Net Income for such fiscal year, (ii) the amount, if any, by which
Net Working Capital decreased during such fiscal year (without duplication for
acquisitions and divestitures), (iii) depreciation, amortization and other
non-cash charges or non-cash losses deducted in determining such Consolidated
Net Income, (iv) the net increase (if any) during such fiscal year in the
Borrower's accrued long-term liability accounts (excluding the proceeds of
Indebtedness permitted hereby and the accretion of original issue discount in
respect thereof) and (v) the net decrease (if any) during such fiscal year in
the Borrower's accrued long-term asset accounts over (b) the sum of (i) Capital
Expenditures made in cash (excluding those financed with the proceeds of
Indebtedness (excluding Loans), Capital Stock or Dispositions of property)
during such fiscal year in accordance with Section 6.6, (ii) the aggregate
amount of scheduled principal payments in respect of Indebtedness made during
such fiscal year, (iii) the aggregate principal amount of all prepayments of
Revolving Loans during such fiscal year to the extent accompanied by permanent
optional reductions of the Revolving Commitments, (iv) the aggregate principal
amount of all optional prepayments of the Term Loans during such fiscal year,
(v) the amount, if any, by which Net Working Capital increased during such
fiscal year (without duplication for acquisitions and divestitures), (vi) cash
expenditures made in respect of Investments (excluding those financed with the
proceeds of Indebtedness (excluding Loans), Capital Stock or Dispositions of
property) during such fiscal year pursuant to Section 6.5(d), (f) or (h), (vii)
any non-cash gains included in determining such Consolidated Net Income, (viii)
any gains on asset Dispositions constituting a Prepayment Event that are
included in determining such Consolidated Net Income, (ix) the net decrease (if
any) during such fiscal year in the Borrower's accrued long-term liability
accounts, (x) the net increase (if any) during such fiscal year in the
Borrower's accrued long-term asset accounts and (xi) the aggregate principal
amount of all redemptions permitted hereby to be made in cash in respect of the
LYONs during such fiscal year.

                  "Excluded Taxes": with respect to the Administrative Agent,
any Lender or any other recipient of any payment to be made by or on account of
any obligation of the Borrower hereunder, (a) income or franchise taxes imposed
on (or measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which the Borrower is located, (c) in the case of a Lender
(other than an assignee pursuant to a request by the Borrower under Section
2.20(b)), any United States withholding tax that is (i) imposed on amounts
payable to such Lender at the time such Lender becomes a party to this Agreement
or (ii) is attributable to such Lender's failure to comply with Section 2.18(e),
except to the extent that such Lender (or its assignor, if any) was entitled, to
receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section 2.18(a) and (d) United States withholding taxes imposed
other than as a result of a Change in Law (it being understood that for this
purpose the term Change in Law shall not include final Treasury regulations
under Section 1441 of the Code becoming effective).

                  "Existing Credit Agreement": as defined in the recitals
hereto.


                                       9
<PAGE>   15
                  "Existing Letters of Credit":  as defined in Section 2.5(a).

                  "Facility": each of (a) the Tranche A Term Loans made under
the Original Credit Agreement (the "Tranche A Term Facility"), (b) the Tranche B
Term Loans made under the Existing Credit Agreement (the "Tranche B Term
Facility"), (c) the Tranche C Term Commitments and the Tranche C Term Loans made
thereunder (the "Tranche C Term Facility") and (d) the Revolving Commitments and
the extensions of credit made thereunder (the "Revolving Facility").

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

                  "Financial Officer": the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

                  "Foreign Subsidiary": any Subsidiary (a) that is organized
under the laws of a jurisdiction other than the United States of America or any
State thereof or the District of Columbia or (b) that is a Foreign Subsidiary
Holdco.

                  "Foreign Subsidiary Holdco": any Domestic Subsidiary that has
no material assets other than the Capital Stock of one or more Foreign
Subsidiaries, and other assets relating to an ownership interest in any such
Capital Stock.

                  "GAAP": generally accepted accounting principles in the United
States of America.

                  "Governmental Authority": any nation or government, any state
or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

                  "GSX": General Signal Corporation, a Delaware corporation.

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


                                       10
<PAGE>   16
                  "Guarantee and Collateral Agreement": the Guarantee and
Collateral Agreement, dated as of October 6, 1998, made by the Borrower and the
Subsidiary Guarantors in favor of the Collateral Agent, a copy of which is
attached as Exhibit A-1, as the same may be amended, supplemented or otherwise
modified from time to time.

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

                  "Hedging Agreement": any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement
or option.

                  "Indebtedness": with respect to any Person, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person under conditional sale or other
title retention agreements relating to property acquired by such Person, (d) all
obligations of such Person in respect of the deferred purchase price of property
or services (other than current trade payables or liabilities for deferred
payment for services to employees and former employees, in each case incurred in
the ordinary course of business and payable in accordance with customary
practices), (e) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on property owned or acquired by such Person, whether or
not the Indebtedness secured thereby has been assumed, (f) all Guarantees by
such Person of Indebtedness of others, (g) all Capital Lease Obligations of such
Person, (h) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of guaranty, (i) all
obligations, contingent or otherwise, of such Person in respect of bankers'
acceptances and (j) all preferred and/or redeemable Capital Stock of any
Subsidiary of such Person. The Indebtedness of any Person (i) shall include the
Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result
of such Person's ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness provide that such Person is
not liable therefor and (ii) shall exclude customer deposits in the ordinary
course of business.

                  "Indemnified Taxes": Taxes other than Excluded Taxes.

                  "Information Memorandum": the collective reference to the
Confidential Information Memorandum dated January 2001 relating to the Borrower
and the Facilities.

                  "Inrange": Inrange Technologies Corporation, a Delaware
corporation.

                  "Inrange Class A Common Stock": Class A Common Stock, par
value $.01 per share, of Inrange.

                  "Inrange Class B Common Stock": Class B Common Stock, par
value $.01 per share, of Inrange.

                  "Inrange Common Stock": the collective reference to Inrange
Class A Common Stock and Inrange Class B Common Stock.

                  "Interest Election Request": a request by the Borrower to
convert or continue a Revolving Borrowing or Term Borrowing in accordance with
Section 2.7.


                                       11
<PAGE>   17
                  "Interest Payment Date": (a) with respect to any ABR Loan
(other than a Swingline Loan), the last day of each March, June, September and
December, (b) with respect to any Eurodollar Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case
of a Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period,
and (c) with respect to any Swingline Loan, the day that such Loan is required
to be repaid.

                  "Interest Period": with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect; provided, that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

                  "Investments": as defined in Section 6.5.

                  "Issuing Lender": The Chase Manhattan Bank, in its capacity as
the issuer of Letters of Credit hereunder, and its successors in such capacity
as provided in Section 2.5(i); provided that, with respect to any Existing
Letter of Credit, the term "Issuing Lender" shall mean Bank One, NA, as the
issuer of such Existing Letter of Credit. The Issuing Lender may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of the Issuing Lender, in which case the term "Issuing Lender" shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate.

                  "LC Disbursement": a payment made by the Issuing Lender
pursuant to a Letter of Credit.

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

                  "Lender Affiliate": (a) with respect to any Lender, (i) an
Affiliate of such Lender or (ii) any entity (whether a corporation, partnership,
trust or otherwise) that is administered or managed by a Lender that is engaged
in making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business and (b) with
respect to any Lender that is a fund which invests in bank loans and similar
extensions of credit, any other fund that invests in bank loans and similar
extensions of credit and is managed or advised by the same investment advisor as
such Lender or by an Affiliate of such Lender.

                  "Lenders": the Persons listed on Schedule 1.1A and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender and the Issuing Lender.


                                       12
<PAGE>   18
                  "Letter of Credit": any letter of credit issued pursuant to
this Agreement, including the Existing Letters of Credit.

                  "LIBO Rate": with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Dow Jones Markets screen
(or on any successor or substitute page of such Service, or any successor to or
substitute for such screen, providing rate quotations comparable to those
currently provided on such page of such screen, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

                  "Lien": with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

                  "Loan": any loan made by any Lender pursuant to this
Agreement.

                  "Loan Documents": this Agreement and the Security Documents.

                  "Loan Parties": the Borrower and the Subsidiary Guarantors.

                  "LYONs": the collective reference to (a) the LYONs described
in the draft preliminary offering memorandum dated January 26, 2001 (the "LYONs
Draft Offering Memorandum") circulated to the Administrative Agent prior to the
Amendment/Restatement Effective Date, (b) the notes issued upon conversion of
the LYONs upon the occurrence of a Tax Event (as defined in the LYONs Documents)
on the terms described in the LYONs Draft Offering Memorandum and (c) any
Indebtedness of the Borrower incurred to refinance any of the foregoing so long
as (i) such Indebtedness has no scheduled principal payments prior to June 30,
2008, and (ii) the terms thereof are not materially more restrictive than the
Indebtedness being refinanced, as agreed by the Administrative Agent.

                  "LYONs Contingent Interest": the payment of contingent
interest on or after February 1, 2006, as described in the Summary section of
the LYONs Draft Offering Memorandum under the caption "Contingent Interest".

                  "LYONs Documents": all indentures, instruments, agreements and
other documents evidencing or governing the LYONs or providing for any other
right in respect thereof.

                  "LYONs Draft Offering Memorandum": as defined in the
definition of LYONs.

                  "LYONs Put/Conversion Rights": the collective reference to (a)
the ability of holders of the LYONs to require purchase of the LYONs through the
payment of cash or issuance of common stock or a combination of cash and common
stock on specified scheduled dates, as described in the Summary


                                       13
<PAGE>   19
section of the LYONs Draft Offering Memorandum under the caption "Purchase of
the LYONs at the Option of the Holder" and (b) the ability of the holders of the
LYONs to surrender LYONs for conversion into common stock of the Borrower if
specific conditions are satisfied, as described in the Summary section of the
LYONs Draft Offering Memorandum under the caption "Conversion Rights".

                  "Majority Facility Lenders": with respect to any Facility, the
holders of more than 50% of the aggregate unpaid principal amount of the Term
Loans or Revolving Exposure, as the case may be, outstanding under such Facility
(or, in the case of the Revolving Facility, prior to any termination of the
Revolving Commitments, the holders of more than 50% of the Revolving
Commitments).

                  "Material Adverse Effect": a material adverse effect on (a)
the business, property, operations or condition (financial or otherwise) of the
Borrower and its Subsidiaries taken as a whole, (b) the ability of the Loan
Parties, taken as a whole, to perform any of their obligations under any Loan
Document or (c) the rights of or benefits available to the Lenders under any
Loan Document.

                  "Material Indebtedness": the collective reference to (a)
Indebtedness (other than the Loans and Letters of Credit), or obligations in
respect of one or more Hedging Agreements, of any one or more of the Borrower
and its Subsidiaries in an aggregate principal amount exceeding $35,000,000 and
(b) obligations under the MTN Indenture or any notes issued pursuant thereto.
For purposes of determining Material Indebtedness, the "principal amount" of the
obligations of the Borrower or any Subsidiary in respect of any Hedging
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that the Borrower or such Subsidiary would be required
to pay if such Hedging Agreement were terminated at such time.

                  "Material Subsidiary": (a) any Subsidiary listed on Schedule
1.1B and (b) any other Subsidiary of the Borrower created or acquired after the
Amendment/Restatement Effective Date that, together with its Subsidiaries, has
aggregate assets (excluding assets that would be eliminated upon consolidation
in accordance with GAAP), at the time of determination, in excess of
$35,000,000.

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

                  "Mortgage": a mortgage, deed of trust, assignment of leases
and rents, leasehold mortgage or other security document granting a Lien on any
Mortgaged Property to secure the obligations of any Loan Party under any Loan
Document. Each Mortgage shall be satisfactory in form and substance to the
Administrative Agent.

                  "Mortgaged Property": each parcel of real property owned by a
Loan Party and identified on Schedule 1.1C and the improvements thereto,
together with each other parcel of real property and improvements thereto with
respect to which a Mortgage is granted to the Administrative Agent or the
Collateral Agent.

                  "MTN Indenture": the Indenture dated as of April 15, 1996
between General Signal Corporation, a New York corporation, and The Chase
Manhattan Bank, as trustee.

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

                  "Net Proceeds": with respect to any event (a) the cash
proceeds received in respect of such event including (i) any cash received in
respect of any non-cash proceeds, but only as and when received, (ii) in the
case of a casualty, insurance proceeds, and (iii) in the case of a casualty or a
condemnation or similar event, condemnation awards and similar payments, net of
(b) the sum of (i) all reasonable fees and out-of-pocket expenses paid by the
Borrower and the Subsidiaries to third parties


                                       14
<PAGE>   20
(other than Affiliates) in connection with such event, (ii) in the case of a
Disposition of an asset (including pursuant to a condemnation or similar
proceeding), the amount of all payments required to be made by the Borrower and
the Subsidiaries as a result of such event to repay Indebtedness (other than
Loans) or to repay any other Contractual Obligation secured by such asset or
otherwise subject to mandatory prepayment or repayment as a result of such
event, and (iii) the amount of all taxes paid (or reasonably estimated to be
payable) by the Borrower and the Subsidiaries (including all taxes paid in
connection with the repatriation of the Net Proceeds of a Disposition), and the
amount of any reserves established by the Borrower and the Subsidiaries to fund
contingent liabilities reasonably estimated to be payable, in each case that are
directly attributable to such event (as determined reasonably and in good faith
by the chief financial officer of the Borrower).

                  "Net Working Capital": at any date, (a) the consolidated
current assets of the Borrower and its consolidated Subsidiaries as of such date
(excluding cash and Permitted Investments) minus (b) the consolidated current
liabilities of the Borrower and its consolidated Subsidiaries as of such date
(excluding current liabilities in respect of Indebtedness). Net Working Capital
at any date may be a positive or negative number. Net Working Capital increases
when it becomes more positive or less negative and decreases when it becomes
less positive or more negative.

                  "Obligations": the collective reference to the unpaid
principal of and interest on the Loans and Reimbursement Obligations and all
other obligations and liabilities of the Borrower (including, without
limitation, interest accruing at the then applicable rate provided herein after
the maturity of the Loans and Reimbursement Obligations and interest accruing at
the then applicable rate provided herein after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) to the Administrative
Agent or any Lender (or, in the case of any Hedging Agreement, any Affiliate of
any Lender), whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out
of, or in connection with, this Agreement, the other Loan Documents, any Letter
of Credit, any Hedging Agreement with any Lender or any Affiliate of any Lender
or any other document made, delivered or given in connection with any of the
foregoing, in each case whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to the Administrative Agent or
to the Lenders that are required to be paid by the Borrower pursuant to the
terms of any of the foregoing agreements).

                  "Original Credit Agreement": as defined in the recitals
hereto.

                  "Other Taxes": any and all present or future stamp or
documentary taxes or any other excise charges or similar levies arising from the
execution, delivery or enforcement of any Loan Document.

                  "Participant": as defined in Section 9.4(e).

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

                  "Permitted Acquisition": any acquisition by the Borrower or
any Wholly Owned Subsidiary Guarantor of all of the Capital Stock of, or all or
substantially all of the assets of, or of a business, unit or division of, any
Person; provided that (a) the Borrower shall be in compliance, on a pro forma
basis after giving effect to such acquisition, with the covenants contained in
Section 6.1, in each case recomputed as at the last day of the most recently
ended fiscal quarter of the Borrower for which the relevant information is
available as if such acquisition had occurred on the first day of each relevant


                                       15
<PAGE>   21
period for testing such compliance (as demonstrated, in the case of any
acquisition for which the aggregate Consideration is greater than or equal to
$25,000,000, in a certificate of a Financial Officer delivered to the
Administrative Agent (i) in the case of any acquisition for which the aggregate
Consideration is greater than or equal to $65,000,000, prior to the consummation
of such acquisition and (ii) in the case of any acquisition for which the
aggregate Consideration is less than $65,000,000, within ten days after the
consummation of such acquisition), (b) no Default or Event of Default shall have
occurred and be continuing, or would occur after giving effect to such
acquisition, (c) the Capital Stock and substantially all of the other property
so acquired (including substantially all of the property of any Person whose
Capital Stock is directly or indirectly acquired) are useful in the business of
industrial products and other goods and services, (d) the Capital Stock and
substantially all of the other property so acquired (including substantially all
of the property of any Person whose Capital Stock is directly or indirectly
acquired, but excluding real property and other assets to the extent such real
property or other assets, as applicable, are not required by Section 5.11 to
become Collateral) shall constitute and become Collateral, (e) any Person whose
Capital Stock is directly or indirectly acquired shall be, after giving effect
to such acquisition, a direct or indirect Wholly Owned Subsidiary of the
Borrower and (f) any such acquisition shall have been approved by the Board of
Directors or comparable governing body of the relevant Person.

                  "Permitted Encumbrances": (a) Liens imposed by law for taxes
that are not yet due or are being contested in compliance with Section 5.5; (b)
carriers', warehousemen's, mechanics', materialmen's, repairmen's and other like
Liens imposed by law, arising in the ordinary course of business and securing
obligations that are not overdue by more than 90 days or are being contested in
compliance with Section 5.5; (c) pledges and deposits made in the ordinary
course of business in compliance with workers' compensation, unemployment
insurance and other social security laws or regulations; (d) deposits to secure
the performance of bids, trade contracts, leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature, in
each case in the ordinary course of business; (e) deposits securing liabilities
to insurance carriers under insurance or self-insurance arrangements; and (f)
easements, ground leases, zoning restrictions, building codes, rights-of-way,
minor defects or irregularities in title and similar encumbrances on real
property imposed by law or arising in the ordinary course of business that do
not secure any monetary obligations and do not materially detract from the value
of the affected property or interfere with the ordinary conduct of business of
the Borrower or any Subsidiary. Notwithstanding the foregoing, the term
"Permitted Encumbrances" shall not include any Lien securing Indebtedness.

                  "Permitted Investments": (a) direct obligations of, or
obligations the principal of and interest on which are unconditionally
guaranteed by, the United States of America (or by any agency thereof to the
extent such obligations are backed by the full faith and credit of the United
States of America), in each case maturing within one year from the date of
acquisition thereof; (b) investments in commercial paper maturing within 270
days from the date of acquisition thereof and having, at such date of
acquisition, the highest credit rating obtainable from S&P or from Moody's; (c)
investments in certificates of deposit, banker's acceptances and time deposits
maturing within 180 days from the date of acquisition thereof issued or
guaranteed by or placed with, and money market deposit accounts issued or
offered by, any domestic office of any commercial bank organized under the laws
of the United States of America or any State thereof which has a combined
capital and surplus and undivided profits of not less than $500,000,000; and (d)
fully collateralized repurchase agreements with a term of not more than 30 days
for securities described in clause (a) above and entered into with a financial
institution satisfying the criteria described in clause (c) above.

                  "Permitted Subsidiary Acquisition": any acquisition by Inrange
or any of its Subsidiaries of all or any portion of the Capital Stock, or all or
any portion of the assets, of any Person.


                                       16
<PAGE>   22
                  "Person": any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

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

                  "Prepayment Event":

                  (a) any Disposition of property or series of related
         Dispositions of property (excluding any such Disposition permitted by
         paragraph (a) or (b) of Section 6.7) that yields aggregate gross
         proceeds to the Borrower or any of the Subsidiary Guarantors (valued at
         the initial principal amount thereof in the case of non-cash proceeds
         consisting of notes or other debt securities and valued at fair market
         value in the case of other non-cash proceeds) in excess of $10,000,000;
         or

                  (b) any casualty or other insured damage to, or any taking
         under power of eminent domain or by condemnation or similar proceeding
         of, any property of the Borrower or any Subsidiary Guarantor that
         yields Net Proceeds in excess of $10,000,000; or

                  (c) the incurrence by the Borrower or any Subsidiary Guarantor
         of any Subordinated Debt, unless the Consolidated Senior Leverage
         Ratio, on a pro forma basis after giving effect to such incurrence and
         the application of proceeds thereof, is less than 3.00 to 1.00,
         computed as at the last day of the most recently ended fiscal quarter
         of the Borrower for which the relevant information is available for the
         period of four consecutive fiscal quarters ending on such day as if
         such incurrence had occurred on the first day of such period.

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

                  "Pro Forma Financial Statements": as defined in Section
4.1(h).

                  "Register" has the meaning set forth in Section 9.4(c).

                  "Reimbursement Obligation": the obligation of the Borrower to
reimburse the Issuing Lender pursuant to Section 2.5 for amounts drawn under
Letters of Credit.

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

                  "Release Date": as defined in Section 9.14.

                  "Required Lenders": at any time, Lenders having Revolving
Exposures, Term Loans and unused Commitments representing at least 51% of the
sum of the total Revolving Exposures, outstanding Term Loans and unused
Commitments at such time.

                  "Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or


                                       17
<PAGE>   23
determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

                  "Restricted Payment": (a) any dividend or other distribution
(whether in cash, securities or other property) with respect to any Capital
Stock of the Borrower or any Subsidiary, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any Capital Stock of the Borrower or any Subsidiary or any
option, warrant or other right to acquire any such Capital Stock of the Borrower
or any Subsidiary and (b) any payment or other distribution (whether in cash,
securities or other property) of or in respect of principal of or interest on
the LYONs, or any payment or other distribution (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancellation, conversion or
termination of the LYONs.

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

                  "Revolving Commitment": with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, as such
commitment may be changed from time to time pursuant to this Agreement. The
amount of each Lender's Revolving Commitment as of the Amendment/Restatement
Effective Date is set forth on Schedule 1.1A, or in the Assignment and
Acceptance pursuant to which such Lender shall have assumed its Revolving
Commitment, as applicable. The aggregate amount of the Revolving Commitments is
$550,000,000 as of the Amendment/Restatement Effective Date.

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

                  "Revolving Lender": a Lender with a Revolving Commitment or
with Revolving Exposure.

                  "Revolving Loan": a Loan made pursuant to Section 2.1(b).

                  "Revolving Maturity Date": September 30, 2004.

                  "Risk Management Subsidiary": any Subsidiary (a) that is
formed for the purpose of better controlling the costs associated with certain
post-retirement benefit obligations, workers' compensation claims, severance,
deferred compensation, keyman life insurance reserves, environmental liabilities
and other liabilities, (b) that is a Subsidiary Guarantor and a "Grantor" for
the purposes of each relevant Collateral Agreement and (c) all of the Capital
Stock of which, to the extent owned by the Borrower or any Domestic Subsidiary,
is pledged as Collateral under each relevant Collateral Agreement.

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

                  "Sale/Leaseback Transaction": as defined in Section 6.8.

                  "Security Documents": the Collateral Agreements, the
Collateral Sharing Agreement, the Mortgages and any other security documents
granting a Lien on any property of any Person to secure the obligations of any
Loan Party under any Loan Document.


                                       18
<PAGE>   24
                  "Shared Collateral Agreement": the Collateral Agreement, dated
as of October 6, 1998, made by GSX and each of its Subsidiaries that is a
Subsidiary Guarantor in favor of the Collateral Agent, a copy of which is
attached as Exhibit A-2, as the same may be amended, supplemented or otherwise
modified from time to time.

                  "Statutory Reserve Rate": a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which any Lender or any London branch of any Lender
is subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal
time deposits in dollars of over $100,000 with maturities approximately equal to
three months and (b) with respect to the Adjusted LIBO Rate, for eurocurrency
funding. Such reserve percentages shall include those imposed pursuant to
Regulation D of the Board. Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

                  "Subordinated Debt": any Indebtedness incurred by the Borrower
pursuant to Section 6.2(b).

                  "Subordinated Debt Documents": all indentures, instruments,
agreements and other documents evidencing or governing the Subordinated Debt or
providing for any Guarantee or other right in respect thereof.

                  "Subsidiary": with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more Subsidiaries of the parent or
by the parent and one or more Subsidiaries of the parent. Unless otherwise
qualified, all references to a "Subsidiary" or to "Subsidiaries" in this
Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

                  "Subsidiary Guarantor": any Subsidiary that has guaranteed the
Obligations pursuant to the relevant Collateral Agreement.

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

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

                  "Swingline Loan": a Loan made pursuant to Section 2.4.

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


                                       19
<PAGE>   25
                  "Term Loans": Tranche A Term Loans, Tranche B Term Loans and
Tranche C Term Loans.

                  "Three-Month Secondary CD Rate": for any day, the secondary
market rate for three-month certificates of deposit reported as being in effect
on such day (or, if such day is not a Business Day, the next preceding Business
Day) by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day) or, if such rate is not so reported on such day or such
next preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received at approximately 10:00 a.m., New York City time, on such day (or, if
such day is not a Business Day, on the next preceding Business Day) by the
Administrative Agent from three negotiable certificate of deposit dealers of
recognized standing selected by it.

                  "Tranche A Lender": a Lender with an outstanding Tranche A
Term Loan.

                  "Tranche A Maturity Date": September 30, 2004.

                  "Tranche A Term Loan": a Tranche A Term Loan made pursuant to
Section 2.1(a) of the Original Credit Agreement. The aggregate principal amount
of Tranche A Term Loans outstanding on the Amendment/Restatement Effective Date
is $500,000,000.

                  "Tranche B Lender": a Lender with an outstanding Tranche B
Term Loan.

                  "Tranche B Maturity Date": December 31, 2006.

                  "Tranche B Term Loan": a Tranche B Term Loan made pursuant to
Section 2.1(a) of the Existing Credit Agreement. The aggregate principal amount
of Tranche B Term Loans outstanding on the Amendment/Restatement Effective Date
is $495,000,000.

                  "Tranche C Commitment": with respect to each Lender, the
commitment, if any, of such Lender to make a Tranche C Term Loan hereunder on
the Amendment/Restatement Effective Date. The aggregate principal amount of the
Lenders' Tranche C Commitments is $300,000,000.

                  "Tranche C Lender": a Lender with a Tranche C Commitment or an
outstanding Tranche C Term Loan.

                  "Tranche C Maturity Date": December 31, 2007.

                  "Tranche C Term Loan": a Loan made pursuant to Section 2.1(a).

                  "Transactions": the execution, delivery and performance by
each Loan Party of the Loan Documents to which it is to be a party, the
borrowing of Loans, the use of the proceeds thereof and the issuance of Letters
of Credit hereunder.

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

                  "Wholly Owned Domestic Subsidiary": any Domestic Subsidiary
that is a Wholly Owned Subsidiary of the Borrower.


                                       20
<PAGE>   26
                  "Wholly Owned Subsidiary": as to any Person, any other Person
all of the Capital Stock of which (other than directors' qualifying shares
required by law) is owned by such Person directly and/or through other Wholly
Owned Subsidiaries.

                  "Wholly Owned Subsidiary Guarantor": any Subsidiary Guarantor
that is a Wholly Owned Subsidiary of the Borrower, provided that, in any event,
each Risk Management Subsidiary shall be deemed to constitute a Wholly Owned
Subsidiary Guarantor for the purposes of Sections 6.2 and 6.5.

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


                                       21
<PAGE>   27
                  SECTION 1.2 Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

                  SECTION 1.3 Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

                  SECTION 1.4 Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that if at any time after the date hereof there shall occur any change in
respect of GAAP from that used in the preparation of audited financial
statements referred to in Section 5.1 in a manner that would have a material
effect on any matter which is material to Article VI, the Borrower and the
Administrative Agent will, within five Business Days of notice from the
Administrative Agent or the Borrower, as the case may be, to that effect,
commence, and continue in good faith, negotiations with a view towards making
appropriate amendments to the provisions hereof acceptable to the Required
Lenders, to reflect as nearly as possible the effect of Article VI as in effect
on the date hereof; provided further that, until such notice shall have been
withdrawn or the relevant provisions amended in accordance herewith, Article VI
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective.

                                   ARTICLE II

                                   The Credits

                  SECTION 2.1 Commitments. Subject to the terms and conditions
set forth herein, each relevant Lender agrees (a) to make a Tranche C Term Loan
to the Borrower on the Amendment/Restatement Effective Date in a principal
amount not exceeding its Tranche C Commitment and (b) to make Revolving Loans to
the Borrower from time to time during the Revolving Availability Period in an
aggregate principal amount that will not result in such Lender's Revolving
Exposure exceeding such Lender's Revolving Commitment. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of
Term Loans may not be reborrowed. All Tranche A Term Loans, Tranche B Term Loans
and Letters of Credit outstanding under the Existing Credit Agreement on the
Amendment/Restatement Effective Date shall remain outstanding hereunder on the
terms set forth herein.


                                       22
<PAGE>   28
                  SECTION 2.2 Loans and Borrowings. (a) Each Loan (other than a
Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the
same Class and Type made by the Lenders ratably in accordance with their
respective Commitments of the applicable Class. The failure of any Lender to
make any Loan required to be made by it shall not relieve any other Lender of
its obligations hereunder.

                  (b) Subject to Section 2.15, each Revolving Borrowing and Term
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR
Loan. Each Lender at its option may make any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this Agreement.

                  (c) At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $5,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Revolving Commitments or that is
required to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.5(e). Each Swingline Loan shall be in an amount that is an integral
multiple of $500,000 and not less than $1,000,000. No more than 20 Eurodollar
Borrowings may be outstanding at any one time.

                  (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Revolving Maturity Date, Tranche A Maturity Date, Tranche B Maturity
Date or Tranche C Maturity Date, as applicable.


                                       23
<PAGE>   29
                  SECTION 2.3 Requests for Borrowings. To request a Revolving
Borrowing or Tranche C Term Borrowing, the Borrower shall notify the
Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of the proposed Borrowing or (b) in the case of an
ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of the proposed Borrowing; provided that any such notice of an
ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.5(e) may be given not later than 10:00 a.m., New York
City time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by delivery to the
Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower. Each such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.2: (i) the Class and Type of the requested Borrowing; (ii) the
aggregate amount of such Borrowing; (iii) the date of such Borrowing, which
shall be a Business Day; (iv) in the case of a Eurodollar Borrowing, the initial
Interest Period to be applicable thereto; and (v) the location and number of the
Borrower's account to which funds are to be disbursed, which shall comply with
the requirements of Section 2.6. If no election as to the Type of Borrowing is
specified, then the requested Borrowing shall be an ABR Borrowing. If no
Interest Period is specified with respect to any requested Eurodollar Revolving
Borrowing, then the Borrower shall be deemed to have selected an Interest Period
of one month's duration, in the case of a Eurodollar Borrowing. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each relevant Lender of the details thereof
and of the amount of such Lender's Loan to be made as part of the requested
Borrowing.

                  SECTION 2.4 Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Borrower from time to time during the Revolving Availability Period, in
an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of outstanding Swingline Loans exceeding
$20,000,000 or (ii) the sum of the total Revolving Exposures exceeding the total
Revolving Commitments; provided that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Swingline Loans.

                  (b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy
promptly thereafter), not later than 12:00 noon, New York City time, on the day
of a proposed Swingline Loan. Each such notice shall be irrevocable and shall
specify the requested date (which shall be a Business Day) and amount of the
requested Swingline Loan. The Administrative Agent will promptly advise the
Swingline Lender of any such notice received from the Borrower. The Swingline
Lender shall make each Swingline Loan available to the Borrower by means of a
credit to the general deposit account of the Borrower with the Swingline Lender
(or, in the case of a Swingline Loan made to finance the reimbursement of an LC
Disbursement as provided in Section 2.5(e), by remittance to the Issuing Lender)
by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

                  (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 12:00 noon, New York City time, on any
Business Day require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such notice
shall specify the aggregate amount of Swingline Loans in which Revolving Lenders
will participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each Revolving Lender, specifying in such notice
such Lender's Applicable Percentage of such Swingline Loans. Each Revolving
Lender hereby absolutely and unconditionally agrees, upon receipt of notice as
provided above, to pay to the Administrative Agent, for the account of the
Swingline Lender, such


                                       24
<PAGE>   30
Lender's Applicable Percentage of such Swingline Loans. Each Revolving Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or Event of Default or reduction or termination of
the Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each Revolving Lender shall
comply with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.6 with respect to
Loans made by such Lender (and Section 2.6 shall apply, mutatis mutandis, to the
payment obligations of the Revolving Lenders), and the Administrative Agent
shall promptly pay to the Swingline Lender the amounts so received by it from
the Revolving Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Borrower (or other party on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Revolving
Lenders that shall have made their payments pursuant to this paragraph and to
the Swingline Lender, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower of any default in the payment thereof.

                  SECTION 2.5 Letters of Credit. (a) General. Subject to the
terms and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Lender, at any time and from time to time
during the Revolving Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the
Borrower to, or entered into by the Borrower with, the Issuing Lender relating
to any Letter of Credit, the terms and conditions of this Agreement shall
control. The letters of credit identified on Schedule 2.5 (the "Existing Letters
of Credit") shall be deemed to be "Letters of Credit" for all purposes of this
Agreement and the other Loan Documents.

                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
deliver to the Issuing Lender and the Administrative Agent (reasonably in
advance of the requested date of issuance, amendment, renewal or extension) a
notice requesting the issuance of a Letter of Credit, or identifying the Letter
of Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day), the
date on which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If requested
by the Issuing Lender, the Borrower also shall submit a letter of credit
application on the Issuing Lender's standard form in connection with any request
for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each
Letter of Credit the Borrower shall be deemed to represent and warrant that),
after giving effect to such issuance, amendment, renewal or extension (i) the LC
Exposure, when added to the aggregate outstanding amount of Indebtedness
incurred pursuant to Section 6.2(j), shall not exceed $150,000,000 and (ii) the
total Revolving Exposures shall not exceed the total Revolving Commitments.

                  (c) Expiration Date. Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year after the
date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Revolving Maturity Date, provided that
notwithstanding the foregoing, Letters


                                       25
<PAGE>   31
of Credit having an aggregate face amount not in excess of $25,000,000 may
provide for an expiration date that is more than one year after the date of
issuance, so long as such expiration date does not extend beyond the date
referred to in clause (ii) above.

                  (d) Participations. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the Issuing Lender or the Lenders, the Issuing
Lender hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Lender, a participation in such Letter of Credit equal
to such Lender's Applicable Percentage of the aggregate amount available to be
drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Lender, such
Lender's Applicable Percentage of each LC Disbursement made by the Issuing
Lender and not reimbursed by the Borrower on the date due as provided in
paragraph (e) of this Section, or of any reimbursement payment required to be
refunded to the Borrower for any reason. Each Lender acknowledges and agrees
that its obligation to acquire participations pursuant to this paragraph in
respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default
or Event of Default or reduction or termination of the Commitments, and that
each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.

                  (e) Reimbursement. If the Issuing Lender shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, New York City time, on the Business Day
immediately following the day that the Borrower receives such notice; provided
that the Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.3 or 2.4 that such payment be financed with
an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the
extent so financed, the Borrower's obligation to make such payment shall be
discharged and replaced by the resulting ABR Revolving Borrowing or Swingline
Loan. If the Borrower fails to make such payment when due, the Administrative
Agent shall notify each Revolving Lender of the applicable LC Disbursement, the
unreimbursed portion thereof and such Lender's Applicable Percentage thereof.
Promptly following receipt of such notice, each Revolving Lender shall pay to
the Administrative Agent its Applicable Percentage of the unreimbursed LC
Disbursement, in the same manner as provided in Section 2.6 with respect to
Loans made by such Lender (and Section 2.6 shall apply, mutatis mutandis, to the
payment obligations of the Revolving Lenders), and the Administrative Agent
shall promptly pay to the Issuing Lender the amounts so received by it from the
Revolving Lenders. Promptly following receipt by the Administrative Agent of any
payment from the Borrower pursuant to this paragraph, the Administrative Agent
shall distribute such payment to the Issuing Lender or, to the extent that
Revolving Lenders have made payments pursuant to this paragraph to reimburse the
Issuing Lender, then to such Lenders and the Issuing Lender as their interests
may appear. Any payment made by a Revolving Lender pursuant to this paragraph to
reimburse the Issuing Lender for any LC Disbursement (other than the funding of
ABR Revolving Loans or a Swingline Loan as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.

                  (f) Obligations Absolute. The Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this


                                       26
<PAGE>   32
Agreement, or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by the Issuing Lender under a Letter of Credit against
presentation of a draft or other document that does not comply with the terms of
such Letter of Credit, or (iv) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the
provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Lenders nor the Issuing Lender, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Lender; provided that neither of the foregoing sentences shall be
construed to excuse the Issuing Lender from liability to the Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrower to the extent permitted by
applicable law) suffered by the Borrower that are caused by the Issuing Lender's
gross negligence, willful misconduct or failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or willful misconduct on the part of the
Issuing Lender (as finally determined by a court of competent jurisdiction), the
Issuing Lender shall be deemed to have exercised care in each such
determination. In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in substantial compliance with the terms of a
Letter of Credit, the Issuing Lender may, in its sole discretion, either accept
and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or
refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit.

                  (g) Disbursement Procedures. The Issuing Lender shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. The Issuing Lender
shall promptly notify the Administrative Agent and the Borrower by telephone
(confirmed by telecopy promptly thereafter) of such demand for payment and
whether the Issuing Lender has made or will make an LC Disbursement thereunder;
provided that any failure to give or delay in giving such notice shall not
relieve the Borrower of its obligation to reimburse the Issuing Lender and the
Revolving Lenders with respect to any such LC Disbursement.

                  (h) Interim Interest. If the Issuing Lender shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.14(c) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Lender, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the
Issuing Lender shall be for the account of such Lender to the extent of such
payment.

                  (i) Replacement of the Issuing Lender. The Issuing Lender may
be replaced at any time by written agreement among the Borrower, the
Administrative Agent, the replaced Issuing Lender and the successor Issuing
Lender. The Administrative Agent shall notify the Lenders of any such
replacement of


                                       27
<PAGE>   33
the Issuing Lender. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Lender pursuant to Section 2.13(b). From and after the effective date of
any such replacement, (i) the successor Issuing Lender shall have all the rights
and obligations of the Issuing Lender under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Lender" shall be deemed to refer to such successor or to any previous
Issuing Lender, or to such successor and all previous Issuing Lenders, as the
context shall require. After the replacement of an Issuing Lender hereunder, the
replaced Issuing Lender shall remain a party hereto and shall continue to have
all the rights and obligations of an Issuing Lender under this Agreement with
respect to Letters of Credit issued by it prior to such replacement, but shall
not be required to issue additional Letters of Credit.

                  (j) Cash Collateralization. If any Event of Default shall
occur and be continuing, on the Business Day that the Borrower receives notice
from the Administrative Agent or the Required Lenders (or, if the maturity of
the Loans has been accelerated, Revolving Lenders with LC Exposure representing
at least 51% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to the LC Exposure as of such
date plus any accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to the
Borrower described in paragraph (h) or (i) of Article VII. Each such deposit
shall be held by the Administrative Agent as collateral for the payment and
performance of the obligations of the Borrower under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Borrower's
risk and expense, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse the Issuing
Lender for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of Revolving
Lenders with LC Exposure representing at least 51% of the total LC Exposure), be
applied to satisfy other obligations of the Borrower under this Agreement. If
the Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower within three Business
Days after all Events of Default have been cured or waived.

                  SECTION 2.6 Funding of Borrowings. (a) Each Lender shall make
each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:00 noon, New York City time, to
the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders; provided that Swingline Loans shall be made as
provided in Section 2.4. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to
an account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing Request;
provided that ABR Revolving Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.5(e) shall be remitted by the
Administrative Agent to the Issuing Lender.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance


                                       28
<PAGE>   34
upon such assumption, make available to the Borrower a corresponding amount. In
such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to ABR Loans. If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender's Loan included in such
Borrowing.

                  SECTION 2.7 Interest Elections. (a) Each Revolving Borrowing
and Term Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest
Periods therefor, all as provided in this Section. The Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued.

                  (b) To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent of such election by telephone by the time
that a Borrowing Request would be required under Section 2.3 if the Borrower
were requesting a Revolving Borrowing of the Type resulting from such election
to be made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by
delivery to the Administrative Agent of a written Interest Election Request in a
form approved by the Administrative Agent and signed by the Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.2 of this
Section: (i) the Borrowing to which such Interest Election Request applies; (ii)
the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day; (iii) whether the resulting Borrowing is
to be an ABR Borrowing or a Eurodollar Borrowing; and (iv) if the resulting
Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable
thereto after giving effect to such election. If any such Interest Election
Request requests a Eurodollar Borrowing but does not specify an Interest Period,
then the Borrower shall be deemed to have selected an Interest Period of one
month's duration.

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

                  (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Required Lenders, so notifies the Borrower, then, so long
as an Event of Default is continuing (i) no outstanding Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.



                                       29
<PAGE>   35
                  SECTION 2.8 Termination and Reduction of Commitments. (a)
Unless previously terminated, (i) the Tranche C Commitments shall terminate at
5:00 p.m., New York City time, on the Amendment/Restatement Effective Date and
(ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.

                  (b) The Borrower may at any time terminate, or from time to
time reduce, the Commitments of any Class; provided that (i) each reduction of
the Commitments of any Class shall be in an amount that is an integral multiple
of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not
terminate or reduce the Revolving Commitments if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with Section 2.11,
the sum of the Revolving Exposures would exceed the total Revolving Commitments.

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

                  SECTION 2.9 Evidence of Debt. (a) Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.

                  (b) The Administrative Agent, on behalf of the Borrower, shall
maintain the Register pursuant to Section 9.4(c) and a subaccount for each
Lender in which it shall record (i) the amount of each Loan made hereunder
(whether or not evidenced by a promissory note), the Class and Type thereof and
the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof.

                  (c) The entries made in the accounts maintained pursuant to
paragraph (a) or (b) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

                  (d) Any Lender may request that Loans of any Class made by it
be evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender and its registered assigns and in a form approved by the
Administrative Agent. Thereafter, the Loans evidenced by such promissory note
and interest thereon shall at all times (including after assignment pursuant to
Section 9.4) be represented by one or more promissory notes in such form payable
to such payee and its registered assigns.



                                       30
<PAGE>   36
                  SECTION 2.10 Repayment of Loans. (a) The Borrower shall repay
Tranche A Term Borrowings on each date set forth below in the aggregate
principal amount set forth opposite such date:

<TABLE>
<CAPTION>
                 Date                               Amount
                 ----                               ------
<S>                                               <C>
             March 31, 2001                       $25,000,000
             June 30, 2001                        $25,000,000
             September 30, 2001                   $25,000,000
             December 31, 2001                    $31,250,000
             March 31, 2002                       $31,250,000
             June 30, 2002                        $31,250,000
             September 30, 2002                   $31,250,000
             December 31, 2002                    $37,500,000
             March 31, 2003                       $37,500,000
             June 30, 2003                        $37,500,000
             September 30, 2003                   $37,500,000
             December 31, 2003                    $37,500,000
             March 31, 2004                       $37,500,000
             June 30, 2004                        $37,500,000
             September 30, 2004                   $37,500,000
</TABLE>

                  (b) The Borrower shall repay Tranche B Term Borrowings on each
date set forth below in the aggregate principal amount set forth opposite such
date:

<TABLE>
<CAPTION>
                 Date                                Amount
                 ----                                ------
<S>                                               <C>
             March 31, 2001                       $  1,250,000
             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                        $  1,250,000
             September 30, 2002                   $  1,250,000
             December 31, 2002                    $  1,250,000
             March 31, 2003                       $  1,250,000
             June 30, 2003                        $  1,250,000
             September 30, 2003                   $  1,250,000
             December 31, 2003                    $  1,250,000
             March 31, 2004                       $  1,250,000
             June 30, 2004                        $  1,250,000
             September 30, 2004                   $  1,250,000
             December 31, 2004                    $  1,250,000
             March 31, 2005                       $  1,250,000
             June 30, 2005                        $  1,250,000
             September 30, 2005                   $  1,250,000
             December 31, 2005                    $  1,250,000
             March 31, 2006                       $117,500,000
             June 30, 2006                        $117,500,000
             September 30, 2006                   $117,500,000
             December 31, 2006                    $117,500,000
</TABLE>



                                       31
<PAGE>   37
                  (c) The Borrower shall repay Tranche C Term Borrowings on each
date set forth below in the aggregate principal amount set forth opposite such
date:

<TABLE>
<CAPTION>
                Date                                 Amount
                ----                                 ------
<S>                                               <C>
             March 31, 2001                       $   750,000
             June 30, 2001                        $   750,000
             September 30, 2001                   $   750,000
             December 31, 2001                    $   750,000
             March 31, 2002                       $   750,000
             June 30, 2002                        $   750,000
             September 30, 2002                   $   750,000
             December 31, 2002                    $   750,000
             March 31, 2003                       $   750,000
             June 30, 2003                        $   750,000
             September 30, 2003                   $   750,000
             December 31, 2003                    $   750,000
             March 31, 2004                       $   750,000
             June 30, 2004                        $   750,000
             September 30, 2004                   $   750,000
             December 31, 2004                    $   750,000
             March 31, 2005                       $   750,000
             June 30, 2005                        $   750,000
             September 30, 2005                   $   750,000
             December 31, 2005                    $   750,000
             March 31, 2006                       $   750,000
             June 30, 2006                        $   750,000
             September 30, 2006                   $   750,000
             December 31, 2006                    $   750,000
             March 31, 2007                       $70,500,000
             June 30, 2007                        $70,500,000
             September 30, 2007                   $70,500,000
             December 31, 2007                    $70,500,000
</TABLE>

                  (d) The Borrower shall repay (i) the then unpaid principal
amount of the Revolving Loans on the Revolving Maturity Date and (ii) the then
unpaid principal amount of each Swingline Loan on the earlier of the Revolving
Maturity Date and the first date after such Swingline Loan is made that is the
15th or last day of a calendar month and is at least two Business Days after
such Swingline Loan is made; provided that on each date that a Revolving
Borrowing is made, the Borrower shall repay all Swingline Loans then
outstanding.

                  SECTION 2.11 Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing in whole or
in part, subject to the requirements of this Section.

                  (b) If on any date any Net Proceeds are received by or on
behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the
Borrower shall, within ten Business Days after such Net Proceeds are received,
prepay Term Borrowings in an amount equal to the aggregate amount of such Net
Proceeds; provided that, in the case of any event described in clause (a) or (b)
of the definition of the term Prepayment Event, if the Borrower shall deliver to
the Administrative Agent a certificate of a Financial Officer to the effect that
the Borrower and the Subsidiaries intend to apply the Net Proceeds


                                       32
<PAGE>   38
from such event ("Reinvestment Net Proceeds"), within 360 days after receipt of
such Net Proceeds, to make Permitted Acquisitions or Investments permitted by
Section 6.5 or acquire real property, equipment or other assets to be used in
the business of the Borrower and the Subsidiaries, and certifying that no
Default or Event of Default has occurred and is continuing, then no prepayment
shall be required pursuant to this paragraph in respect of such event except to
the extent of any Net Proceeds therefrom that have not been so applied by the
end of such 360-day period, at which time a prepayment shall be required in an
amount equal to the Net Proceeds that have not been so applied. Notwithstanding
the foregoing, from and after the date in any fiscal year of the Borrower on
which the aggregate gross proceeds (inclusive of amounts of the type described
in the first parenthetical of Section 6.7(c)) from Dispositions pursuant to
Sections 6.7(c) and (i) received during such fiscal year exceed 10% of total
assets of the Borrower and its consolidated Subsidiaries (determined in
accordance with GAAP) as of the last day of the fiscal quarter ended immediately
prior to the date of the relevant Disposition, the Net Proceeds from each
subsequent Prepayment Event occurring during such fiscal year resulting from
Dispositions pursuant to Sections 6.7(c) and (i) (and a ratable amount of Net
Proceeds from any Prepayment Event that first causes the aforementioned 10%
threshold to be exceeded, which ratable amount shall be determined by reference
to a fraction, the numerator of which shall be the portion of the gross proceeds
from such Prepayment Event representing the excess above such 10% threshold and
the denominator of which shall be the aggregate gross proceeds from such
Prepayment Event) may not be treated as Reinvestment Net Proceeds.

                  (c) The Borrower shall prepay Term Borrowings in an aggregate
amount equal to the ECF Percentage of Excess Cash Flow for each fiscal year,
commencing with the fiscal year ending December 31, 2000. Each prepayment
pursuant to this paragraph shall be made on or before the date on which
financial statements are delivered pursuant to Section 5.1 with respect to the
fiscal year for which Excess Cash Flow is being calculated (and in any event
within 90 days after the end of such fiscal year).

                  (d) Notwithstanding anything to the contrary in this
Agreement, with respect to the amount of any mandatory prepayment described in
Section 2.11 that is allocated to Tranche B Borrowings or Tranche C Borrowings
(such amounts, the "Tranche B Prepayment Amount" and the "Tranche C Prepayment
Amount", respectively), at any time when Tranche A Borrowings remain
outstanding, the Borrower will, in lieu of applying such amount to the
prepayment of Tranche B Borrowings and Tranche C Borrowings, respectively:

                  (i) in the case of any mandatory prepayment described in
         Section 2.11(b), on the date of the relevant Prepayment Event, give the
         Administrative Agent telephonic notice (promptly confirmed in writing)
         requesting that the Administrative Agent prepare and provide to each
         Tranche B Lender and Tranche C Lender a notice (each, a "Prepayment
         Option Notice") as described below. As promptly as practicable after
         receiving such notice from the Borrower, the Administrative Agent will
         send to each Tranche B Lender and Tranche C Lender a Prepayment Option
         Notice, which shall be in the form of Exhibit H, and shall include an
         offer by the Borrower to prepay on the date that is ten Business Days
         after the date of the relevant Prepayment Event, the relevant Term
         Loans of such Lender by an amount equal to the portion of the
         Prepayment Amount indicated in such Lender's Prepayment Option Notice
         as being applicable to such Lender's Tranche B Term Loans or Tranche C
         Term Loans, as the case may be, and

                  (ii) in the case of any mandatory prepayment described in
         Section 2.11(c), on the date specified in this Section for prepayment,
         give the Administrative Agent telephonic notice (promptly confirmed in
         writing) requesting that the Administrative Agent prepare and provide
         to each Tranche B Lender and Tranche C Lender a Prepayment Option
         Notice as described below. As promptly as practicable after receiving
         such notice from the Borrower, the Administrative Agent will send to
         each Tranche B Lender and Tranche C Lender a Prepayment Option Notice,
         which shall be in the form of Exhibit H, and shall include an offer by
         the Borrower to prepay on


                                       33
<PAGE>   39
         the date that is five Business Days after the date of the Prepayment
         Option Notice, the relevant Term Loans of such Lender by an amount
         equal to the portion of the Prepayment Amount indicated in such
         Lender's Prepayment Option Notice as being applicable to such Lender's
         Tranche B Term Loans or Tranche C Term Loans, as the case may be.

Each Tranche B Lender and Tranche C Lender shall return a completed Prepayment
Option Notice to the Administrative Agent no later than three Business Days
prior to the mandatory prepayment date specified in the applicable Prepayment
Option Notice (each a "Mandatory Prepayment Date"), with the failure to so
return such notice being deemed to constitute an acceptance of the relevant
prepayment. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the
relevant Tranche B Lenders and Tranche C Lenders the aggregate amount necessary
to prepay that portion of the outstanding relevant Term Loans in respect of
which such Lenders have accepted, or have been deemed to have accepted,
prepayment as described above, (ii) the Borrower shall pay to the Tranche A
Lenders an amount equal to the portion of the Tranche B Prepayment Amount and
the Tranche C Prepayment Amount not accepted by the Tranche B Lenders and the
Tranche C Lenders, and such amount shall be applied to the prepayment of the
Tranche A Borrowings.

                  (e) The Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy promptly thereafter) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not
later than 11:00 a.m., New York City time, three Business Days before the date
of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not
later than 11:00 a.m., New York City time, one Business Day before the date of
prepayment or (iii) in the case of prepayment of a Swingline Loan, not later
than 12:00 noon, New York City time, on the date of prepayment. Each such notice
shall be irrevocable and shall specify the prepayment date, the principal amount
of each Borrowing or portion thereof to be prepaid and, in the case of a
mandatory prepayment, a reasonably detailed calculation of the amount of such
prepayment; provided that, if a notice of optional prepayment is given in
connection with a conditional notice of termination of the Revolving Commitments
as contemplated by Section 2.8, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.8. Promptly
following receipt of any such notice (other than a notice relating solely to
Swingline Loans), the Administrative Agent shall advise the Lenders of the
contents thereof. Each partial prepayment of any Borrowing shall be in an amount
that would be permitted in the case of an advance of a Borrowing of the same
Type as provided in Section 2.2, except as necessary to apply fully the required
amount of a mandatory prepayment.

                  SECTION 2.12 Certain Payment Application Matters. (a) Each
repayment or prepayment of a Borrowing shall be applied ratably to the Loans
included in the repaid Borrowing. Repayments and prepayments of Term Borrowings
shall be accompanied by accrued interest on the amount repaid.

                  (b) Any mandatory prepayment of Term Borrowings shall, subject
to Section 2.11(d), be allocated pro rata among the Tranche A Term Borrowings,
Tranche B Term Borrowings and Tranche C Term Borrowings based on the aggregate
principal amount of outstanding Borrowings of each such Class.

                  (c) Each optional prepayment and each mandatory prepayment
pursuant to Section 2.11(c) allocated to the Tranche A Term Borrowings, the
Tranche B Term Borrowings or the Tranche C Term Borrowings shall, subject to
Section 2.11(d), be applied to the installments thereof, first to any remaining
scheduled installments due prior to the first anniversary of the date of such
prepayment (applied pro rata to such remaining installments) and, second, to the
remaining scheduled installments due on or after the first anniversary of the
date of such prepayment (applied pro rata to such remaining installments). Each
other mandatory prepayment allocated to the Tranche A Term Borrowings, the


                                       34
<PAGE>   40
Tranche B Term Borrowings or the Tranche C Term Borrowings shall, subject to
Section 2.11(d), be applied pro rata to the remaining installments thereof.

                  SECTION 2.13 Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee,
which shall accrue at the Applicable Rate on the average daily unused amount of
each Revolving Commitment of such Lender during the period from and including
the Effective Date to but excluding the date on which such Revolving Commitment
terminates. Accrued commitment fees shall be payable in arrears on the last day
of March, June, September and December of each year and on the date on which the
Revolving Commitments terminate, commencing on the first such date to occur
after the date hereof. Commitment fees shall be computed on the basis of a year
of 365 days (or 366 days in a leap year) and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day). For
purposes of computing commitment fees, a Revolving Commitment of a Lender shall
be deemed to be used to the extent of the outstanding Revolving Loans and LC
Exposure of such Lender (and the Swingline Exposure of such Lender shall be
disregarded for such purpose).

                  (b) The Borrower agrees to pay (i) to the Administrative Agent
for the account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as interest on Eurodollar Revolving Loans on the average daily amount of
such Lender's LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender's
Revolving Commitment terminates and the date on which such Lender ceases to have
any LC Exposure, and (ii) to the Issuing Lender a fronting fee, which shall
accrue at the rate of 0.20% per annum on the average daily amount of the LC
Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but
excluding the later of the date of termination of the Revolving Commitments and
the date on which there ceases to be any LC Exposure, as well as the Issuing
Lender's standard fees with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings thereunder.
Participation fees and fronting fees accrued through and including the last day
of March, June, September and December of each year shall be payable on the
third Business Day following such last day, commencing on the first such date to
occur after the Effective Date; provided that all such fees shall be payable on
the date on which the Revolving Commitments terminate and any such fees accruing
after the date on which the Revolving Commitments terminate shall be payable on
demand. Any other fees payable to the Issuing Lender pursuant to this paragraph
shall be payable within 10 days after demand. All participation fees and
fronting fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).

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

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent (or to the Issuing
Lender, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

                  SECTION 2.14 Interest. (a) ABR Loans shall bear interest at
the Alternate Base Rate plus the Applicable Rate.

                  (b) Eurodollar Loans shall bear interest at the Adjusted LIBO
Rate for the applicable Interest Period plus the Applicable Rate.



                                       35
<PAGE>   41
                  (c) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of
this Section.

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

                  (e) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

                  SECTION 2.15 Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

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

                  (b) the Administrative Agent is advised by the Majority
Facility Lenders under the relevant Facility that the Adjusted LIBO Rate for
such Interest Period will not adequately and fairly reflect the cost to such
Lenders (or Lender) of making or maintaining their Loans (or its Loan) included
in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
relevant Lenders by telephone or telecopy as promptly as practicable thereafter
and, until the Administrative Agent notifies the Borrower and the relevant
Lenders that the circumstances giving rise to such notice no longer exist, then,
in the case of the relevant Facility, (i) any Interest Election Request that
requests the conversion of any Borrowing to, or continuation of any Borrowing
as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing
Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
Borrowing.

                  SECTION 2.16 Increased Costs. (a) If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate); or



                                       36
<PAGE>   42
                  (ii) impose on any Lender or the London interbank market any
         other condition affecting this Agreement or Eurodollar Loans made by
         such Lender or any Letter of Credit or participation therein;


and the result of any of the foregoing shall be to increase the net cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender of
participating in, issuing or maintaining any Letter of Credit or to reduce the
amount of any sum received or receivable by such Lender hereunder (whether of
principal, interest or otherwise), then the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender for such
additional costs incurred or reduction suffered.

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

                  (c) A certificate of a Lender setting forth in reasonable
detail the computation of the amount or amounts necessary to compensate such
Lender or its holding company, as the case may be, as specified in paragraph (a)
or (b) of this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof. All
amounts payable by the Borrower pursuant to paragraph (a) or (b) of this Section
shall be deemed to constitute interest expense in respect of the Loans.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Borrower shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than 270 days prior to the date that such
Lender notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender's intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 270-day period referred
to above shall be extended to include the period of retroactive effect thereof.

                  SECTION 2.17 Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan or Term Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.11(e) and is revoked in accordance therewith), or (d)
the assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.20, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the


                                       37
<PAGE>   43
period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the eurodollar market. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

                  SECTION 2.18 Taxes. (a) Any and all payments by or on account
of any obligation of the Borrower hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any Indemnified Taxes;
provided that if the Borrower shall be required to deduct any Indemnified Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or the
relevant Lender receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

                  (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law and indemnify
the Lender from and against any Other Taxes and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto.

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

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                  (e) Each Lender that is not a United States person within the
meaning of Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver
to the Borrower and the Administrative Agent, on or before the date on which it
becomes a party to this Agreement either:

                           (A) two duly completed and signed original copies of
                  either Internal Revenue Service form W-8BEN or Internal
                  Revenue Service Form W-8ECI (relating to such Non-U.S. Lender
                  and entitling it to a complete exemption from or reduction of
                  withholding of United States federal income taxes on all
                  amounts to be received by such Non-U.S. Lender pursuant to
                  this Agreement and the other credit documents), or successor
                  and related applicable forms, as the case may be (including,
                  where applicable with respect to


                                       38
<PAGE>   44
                  both (x) and (y) any such forms required to be provided to
                  certify to such exemption on behalf of such Non-U.S. Lender's
                  beneficial owners).

                           (B) in the case of a Non-U.S. Lender that is not a
                  "Bank" within the meaning of Section 881(c)(3)(A) of the Code
                  and that does not comply with the requirements of clause (A)
                  hereof, (x) a statement in the form of Exhibit F (and any
                  similar statements required to certify to the exemption of its
                  beneficial owners) or such other form of statements as shall
                  be reasonably requested by the Borrower from time to time to
                  the effect that such Non-U.S. Lender (and, where applicable,
                  its beneficial owners) is eligible for a complete exemption
                  from withholding of United States federal income taxes under
                  Code Section 871(h) or 881(c), and (y) two duly completed and
                  signed original copies of Internal Revenue Service Form W-8BEN
                  or successor and related applicable forms (including, where
                  applicable, copies of such forms with respect to such entity's
                  beneficial owners).


                           Further, each Non-U.S. Lender agrees (i) to deliver
                  to the Borrower and the Administrative Agent, and if
                  applicable, the assigning Lender two further duly completed
                  and signed original copies of such Forms W-8BEN or W-8ECI, as
                  the case may be (and, where applicable, any such forms on
                  behalf of its beneficial owners) or successor and related
                  applicable forms, on or before the date that any such form
                  expires or becomes obsolete and promptly after the occurrence
                  of any event requiring a change from the most recent form(s)
                  previously delivered by it to the Borrower in accordance with
                  applicable U.S. laws and regulations, (ii) in the case of a
                  Non-U.S. Lender that delivers a statement in the form of
                  Exhibit F (or such other form of statement as shall have been
                  requested by the Borrower), to deliver to the Borrower and the
                  Administrative Agent, and if applicable, the assigning Lender,
                  such statement (and where applicable, any such statements from
                  its beneficial owners) on the two year anniversary of the date
                  on which such Non-U.S. Lender became a party to this Agreement
                  and to deliver promptly to the Borrower and the Administrative
                  Agent, such additional statements and forms as shall be
                  reasonably requested by the Borrower from time to time, and
                  (iii) to notify promptly the Borrower and the Administrative
                  Agent if it (or, as applicable, its beneficial owners) is no
                  longer able to deliver, or if it is required to withdraw or
                  cancel, any form of statement previously delivered by it
                  pursuant to this subsection 2.18(e). Notwithstanding anything
                  herein to the contrary, no Non-U.S. Lender shall be required
                  to provide any forms, certification or documentation which it
                  is not legally entitled to deliver.

                  (f) Each Lender which is not a Non-U.S. Lender shall deliver
to Borrower and the Administrative Agent (and if applicable the assigning or
participating Lender) two copies of a statement which shall contain the address
of such Lender's office or place of business in the United States, which shall
be signed by an authorized officer of such Lender, together with two duly
completed copies of Internal Revenue Service Form W-9 (or applicable successor
form) unless it establishes to the satisfaction of the Borrower that it is
otherwise eligible for an exemption from backup withholding tax or other
applicable withholding tax. Each such Lender shall deliver to the Borrower and
Administrative Agent two further duly completed and signed forms and statements
(or successor form) at or before the time any such form or statement becomes
obsolete.

                  (g) Each Non-U.S. Lender agrees to indemnify and hold harmless
the Borrower from and against any Taxes imposed by or on behalf of the United
States or any taxing jurisdiction thereof, penalties, additions to tax, fines,
interest or other liabilities, costs or losses (including, without limitation,
reasonable attorney's fees and expenses) incurred or payable by the Borrower as
a result of the failure of the Borrower to comply with its obligations to deduct
or withhold any Taxes imposed by or on behalf of


                                       39
<PAGE>   45
the United States or any taxing jurisdiction thereof (including penalties,
additions to tax, fines or interest on such Taxes) from any payments made
pursuant to this Agreement to such Non-U.S. Lender or the Administrative Agent
which failure resulted from (i) the Borrower's reliance on Exhibit F pursuant to
subsection 2.18(e) or (ii) such Lender being a "conduit entity" within the
meaning of Treasury Reg. Section 1.881-3 or any successor provision thereto;
and, provided additionally, that, without limitation, no amounts shall be due
and owing to such Lender pursuant to Section 2.18 if either provisions (i) or
(ii) are applicable. Notwithstanding any other provision of subsection 2.18(e),
a Non-U.S. Lender shall not be required to deliver any form or statement
pursuant to subsection 2.18(e) that such Non-U.S. Lender is not legally able to
deliver.

                  (h) If the Administrative Agent or any Lender receives a
refund in respect of Taxes or Other Taxes paid by the Borrower, which in the
reasonable good faith judgment of such Lender is allocable to such payment, it
shall promptly pay such refund, together with any other amounts paid by the
Borrower in connection with such refunded Taxes or Other Taxes, to the Borrower,
net of all out-of-pocket expenses of such Lender incurred in obtaining such
refund, provided, however, that the Borrower agrees to promptly return such
refund to the Administrative Agent or the applicable Lender as the case may be,
if it receives notice from the Administrative Agent or applicable Lender that
such Administrative Agent or Lender is required to repay such refund.

                  SECTION 2.19 Payments Generally; Pro Rata Treatment; Sharing
of Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of LC Disbursements, or of amounts payable under Section 2.16,
2.17 or 2.18, or otherwise) prior to the time expressly required hereunder or
under such other Loan Document for such payment (or, if no such time is
expressly required, prior to 12:00 noon, New York City time), on the date when
due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except as otherwise expressly provided herein. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment under any Loan Document shall be due on a day
that is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
under each Loan Document shall be made in dollars.

                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such parties.

                  (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans, Term Loans or participations in LC
Disbursements or Swingline Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans, Term Loans
and participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans, Term Loans and participations in LC
Disbursements and


                                       40
<PAGE>   46
Swingline Loans of other Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Revolving Loans, Term Loans and participations in LC Disbursements and Swingline
Loans; provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in LC Disbursements to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). The Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

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

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

                  SECTION 2.20 Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.16, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.18, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.16 or 2.18, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

                  (b) If any Lender requests compensation under Section 2.16, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.18,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.4), all its interests, rights and obligations under this Agreement to


                                       41
<PAGE>   47
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld and (ii) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans
and participations in LC Disbursements and Swingline Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts). A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.

                                  ARTICLE III
                         Representations and Warranties

                  The Borrower represents and warrants to the Administrative
Agent and the Lenders that:

                  SECTION 3.1 Organization; Powers. Each of the Borrower and its
Subsidiaries (a) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (b) has all requisite power
and authority to carry on its business as now conducted and (c) except where the
failure to do so, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect, is qualified to do business in, and is in good standing
in, every jurisdiction where such qualification is required.

                  SECTION 3.2 Authorization; Enforceability. The Transactions to
be entered into by each Loan Party are within such Loan Party's corporate powers
and have been duly authorized by all necessary corporate and, if required,
stockholder action. This Agreement has been duly executed and delivered by the
Borrower and constitutes, and each other Loan Document to which any Loan Party
is to be a party, when executed and delivered by such Loan Party, will
constitute, a legal, valid and binding obligation of the Borrower or such Loan
Party (as the case may be), enforceable against the Borrower or such other Loan
Party, as the case may be, in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

                  SECTION 3.3 Governmental Approvals; No Conflicts. The
Transactions (a) do not require any material consent or approval of,
registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect and
except filings necessary to perfect Liens created under the Loan Documents, (b)
will not violate any applicable material law or regulation or the charter,
by-laws or other organizational documents of the Borrower or any of its
Subsidiaries or any order of any Governmental Authority, (c) will not violate or
result in a default under any material indenture, agreement or other instrument
binding upon the Borrower or any of its Subsidiaries or its assets, or give rise
to a right thereunder to require any payment to be made by the Borrower or any
of its Subsidiaries, and (d) will not result in the creation or imposition of
any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens
created under the Loan Documents.

                  SECTION 3.4 Financial Condition; No Material Adverse Change.
(a) The Borrower has heretofore furnished to the Lenders its consolidated
balance sheet and statements of income, stockholders equity and cash flows (i)
as of and for the fiscal year ended December 31, 1999, reported on by Arthur
Andersen LLP, independent public accountants, and (ii) as of and for the fiscal
quarter and the portion of the fiscal year ended September 30, 2000, certified
by its chief financial officer. Such financial statements present fairly, in all
material respects, the financial position and results of operations and cash
flows of the Borrower and its consolidated Subsidiaries as of such dates and for
such periods in


                                       42
<PAGE>   48
accordance with GAAP, subject to year-end audit adjustments and the absence of
footnotes in the case of the statements referred to in clause (ii) above.

                  (b) Except as disclosed in the financial statements referred
to above or the notes thereto or in the Information Memorandum and except for
the Disclosed Matters, based on the facts and circumstances in existence on the
Amendment/Restatement Effective Date and taking into consideration the
likelihood of any realization with respect to contingent liabilities, after
giving effect to the Transactions, none of the Borrower or its Subsidiaries has,
as of the Amendment/Restatement Effective Date, any material contingent
liabilities, unusual long-term commitments or unrealized losses.

                  (c) Since December 31, 1999, there has been no development or
event that has had or could reasonably be expected to have a Material Adverse
Effect.

                  SECTION 3.5 Properties. (a) Each of the Borrower and its
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business, except as, in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.

                  (b) Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect, each of the Borrower and its
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, patents and other intellectual property material to its business,
and the use thereof by the Borrower and its Subsidiaries does not infringe upon
the rights of any other Person.

                  (c) Schedule 3.5 sets forth the location of substantially all
of the real property that is owned or leased by the Borrower or any of its
Subsidiaries as of the Amendment/Restatement Effective Date.

                  (d) As of the Amendment/Restatement Effective Date, neither
the Borrower nor any of its Subsidiaries has received notice of, or has
knowledge of, any pending or contemplated condemnation proceeding affecting any
Mortgaged Property or any sale or disposition thereof in lieu of condemnation.
To the Borrower's knowledge, neither any Mortgaged Property nor any interest
therein is subject to any right of first refusal, option or other contractual
right to purchase such Mortgaged Property or interest therein.

                  SECTION 3.6 Litigation and Environmental Matters. (a) There
are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened
against or affecting the Borrower or any of its Subsidiaries (i) as to which
there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, in the aggregate, to have a
Material Adverse Effect or (ii) that involve any of the Loan Documents, the
Original Credit Agreement, the Existing Credit Agreement or the Transactions.

                  (b) Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect, neither the Borrower nor any of its
Subsidiaries (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability.

                  SECTION 3.7 Compliance with Laws and Agreements. Each of the
Borrower and its Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its


                                       43
<PAGE>   49
property, except where the failure to do so, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect. No Default has
occurred and is continuing.

                  SECTION 3.8 Investment and Holding Company Status. Neither the
Borrower nor any of its Subsidiaries is (a) an "investment company" as defined
in, or subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.

                  SECTION 3.9 Taxes. Each of the Borrower and its Subsidiaries
has timely filed or caused to be filed all Tax returns and reports required to
have been filed and has paid or caused to be paid all Taxes required to have
been paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which the Borrower or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected to have a Material
Adverse Effect.

                  SECTION 3.10 ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to have a Material Adverse Effect. Except to the extent such excess
could not reasonably be expected to have a Material Adverse Effect, the present
value of all accumulated benefit obligations under each Plan (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed the fair market value of the assets
of all such underfunded Plans.

                  SECTION 3.11 Disclosure. The Borrower has disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to which
the Borrower or any of its Subsidiaries is subject, and all other matters known
to any of them, that, in the aggregate, could reasonably be expected to have a
Material Adverse Effect. Neither the Information Memorandum nor any of the other
reports, financial statements, certificates or other information furnished by or
on behalf of any Loan Party to the Administrative Agent or any Lender in
connection with the negotiation of this Agreement or any other Loan Document or
delivered hereunder or thereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that,
with respect to projected financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.

                  SECTION 3.12 Subsidiaries. Schedule 3.12 sets forth the name
of, and the direct and indirect ownership interest of the Borrower in, each
Subsidiary of the Borrower and identifies each Subsidiary that is a Subsidiary
Guarantor, in each case as of the Amendment/Restatement Effective Date.

                  SECTION 3.13 Insurance. Schedule 3.13 sets forth a description
of all insurance maintained by or on behalf of the Borrower and its Subsidiaries
as of the Amendment/Restatement Effective Date. As of the Amendment/Restatement
Effective Date, all premiums due and payable in respect of such insurance have
been paid.

                  SECTION 3.14 Labor Matters. Except as, in the aggregate, could
not reasonably be expected to have a Material Adverse Effect: (a) there are no
strikes, lockouts or slowdowns against the


                                       44
<PAGE>   50
Borrower or any Subsidiary pending or, to the knowledge of the Borrower,
threatened; (b) the hours worked by and payments made to employees of the
Borrower and the Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable Federal, state, local or foreign law
dealing with such matters; and (c) all payments due from the Borrower or any
Subsidiary, or for which any claim may be made against the Borrower or any
Subsidiary, on account of wages and employee health and welfare insurance and
other benefits, have been paid or accrued as a liability on the books of the
Borrower or such Subsidiary. The consummation of the Transactions will not give
rise to any right of termination or right of renegotiation on the part of any
union under any collective bargaining agreement to which the Borrower or any
Subsidiary is bound.

                  SECTION 3.15 Solvency. Immediately following the making of
each Loan made on the Amendment/Restatement Effective Date and after giving
effect to the application of the proceeds of such Loans, (a) the fair value of
the assets of the Borrower and its Subsidiaries, taken as a whole, at a fair
valuation, will exceed their debts and liabilities, subordinated, contingent or
otherwise; (b) the present fair saleable value of the property of the Borrower
and its Subsidiaries, taken as a whole, will be greater than the amount that
will be required to pay the probable liability of their debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (c) the Borrower and its Subsidiaries,
taken as a whole, will be able to pay their debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and
matured; and (d) the Borrower and its Subsidiaries, taken as a whole, will not
have unreasonably small capital with which to conduct the business in which they
are engaged as such business is now conducted and is proposed to be conducted
following the Amendment/Restatement Effective Date.

                  SECTION 3.16 Senior Indebtedness. At all times after the
issuance of any Subordinated Debt, (a) the Obligations will constitute "Senior
Indebtedness" (or any comparable concept) under and as defined in the
Subordinated Debt Documents and (b) in the event that any Subsidiary Guarantees
the Subordinated Debt, the obligations of such Subsidiary Guarantor under each
Collateral Agreement to which it is a party will constitute "Guarantor Senior
Indebtedness" (or any comparable concept) of such Subsidiary Guarantor under and
as defined in the Subordinated Debt Documents.

                  SECTION 3.17 Security Documents. (a) Each Collateral Agreement
is effective to create in favor of the Administrative Agent or the Collateral
Agent, as the case may be, a legal, valid and enforceable security interest in
the Collateral described therein and proceeds thereof. As of the
Amendment/Restatement Effective Date, Schedule 3.17(a) lists all of the filing
jurisdictions in which UCC-1 Financing Statements are required to be filed
pursuant to the Collateral Agreements. Each Collateral Agreement constitutes a
fully perfected Lien on, and security interest in, all right, title and interest
of the Loan Parties in such Collateral and the proceeds thereof, as security for
the Obligations (as defined in the relevant Collateral Agreement), in each case,
subject to Permitted Encumbrances, prior and superior in right to any other
Person.

                  (b) Each of the Mortgages is effective to create in favor of
the Administrative Agent or the Collateral Agent, as the case may be, for the
benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged
Properties described therein and proceeds thereof. As of the
Amendment/Restatement Effective Date, Schedule 3.17(b) lists the location of
each Mortgaged Property. Each Mortgage constitutes a fully perfected Lien on,
and security interest in, all right, title and interest of the Loan Parties in
the Mortgaged Properties referred to therein and the proceeds thereof, as
security for the Obligations (as defined in the relevant Mortgage), in each
case, subject to Permitted Encumbrances, prior and superior in right to any
other Person.



                                       45
<PAGE>   51

                                   ARTICLE IV

                                   Conditions

                  SECTION 4.1 Amendment/Restatement Effective Date. The
amendments to the Existing Credit Agreement effected hereby and the obligations
of the Lenders to make or maintain Loans and of the Issuing Lender to issue
Letters of Credit hereunder shall not become effective until the date on which
each of the following conditions is satisfied:

                  (a) Credit Agreement. The Administrative Agent shall have
         received (i) from the Borrower, a counterpart of this Agreement signed
         on behalf of the Borrower, (ii) from the Majority Facility Lenders
         under each of the Facilities (after giving effect to the increase of
         the Revolving Commitments hereunder), an Addendum in the form of
         Exhibit E, signed on behalf of such Lenders, (iii) from each Lender
         whose Revolving Commitment is increasing pursuant hereto, an Addendum
         in the form of Exhibit E, and (iv) from each Lender with a Tranche C
         Commitment, an Addendum in the form of Exhibit E, signed on behalf of
         such Lender.

                  (b) Legal Opinions. The Administrative Agent shall have
         received legal opinions (addressed to the Administrative Agent and the
         Lenders and dated the Amendment/Restatement Effective Date) (i) from
         Fried, Frank, Harris, Shriver & Jacobson, counsel for the Borrower,
         substantially in the form of Exhibit D-1 and (ii) from Christopher J.
         Kearney, General Counsel of the Borrower, substantially in the form of
         Exhibit D-2. The Borrower hereby requests each such counsel to deliver
         such opinions.

                  (c) Closing Certificates. The Administrative Agent shall have
         received, with a counterpart for each Lender, a certificate of each
         Loan Party, dated the Amendment/Restatement Effective Date,
         substantially in the form of Exhibit B, with appropriate insertions and
         attachments.

                  (d) Fees. The Administrative Agent shall have received all
         fees and other amounts due and payable on or prior to the
         Amendment/Restatement Effective Date, including, to the extent
         invoiced, reimbursement or payment of all out-of-pocket expenses
         (including fees, charges and disbursements of counsel) required to be
         reimbursed or paid by any Loan Party hereunder or under any other Loan
         Document. All such amounts will be paid with proceeds of Loans made on
         the Amendment/Restatement Effective Date and will be reflected in the
         funding instructions given by the Borrower to the Administrative Agent
         on or before the Amendment/Restatement Effective Date.

                  (e) Collateral Agreements. The Administrative Agent shall have
         received from the Borrower and each Subsidiary Guarantor, the Consent
         and Confirmation signed on behalf of the Borrower and each Subsidiary
         Guarantor.

                  (f) Consents. All consents and approvals required to be
         obtained from any Governmental Authority or other Person in connection
         with the Transactions and the continuing operations of the Borrower and
         its Subsidiaries shall have been obtained, except to the extent that
         the failure to obtain any such consent could not reasonably be expected
         to have a Material Adverse Effect.

                  (g) Prepayment of Revolving Loans. The Borrower shall have
         prepaid all Revolving Loans (without any reduction in the Revolving
         Commitments) made under the Existing Credit


                                       46
<PAGE>   52

         Agreement with Tranche C Term Loans hereunder and shall have paid in
         full all accrued interest thereon.

                  (h) Pro Forma Financial Statements. The Administrative Agent
         shall have received, with copies for each Lender, a satisfactory
         unaudited pro forma consolidated balance sheet of the Borrower and its
         consolidated Subsidiaries as at September 30, 2000, and the related
         statements of income and cash flows (including the notes thereto) (the
         "Pro Forma Financial Statements"), giving effect (as if such events had
         occurred on such date) to (i) the Tranche C Term Loans to be made on
         the Amendment/Restatement Effective Date and the use of the proceeds
         thereof, (ii) the prepayment of all Revolving Loans made under the
         Existing Credit Agreement, (iii) the initial issuance of the LYONs and
         (iv) the payment of fees and expenses in connection with the foregoing,
         and such Pro Forma Financial Statements shall be accompanied by a
         certificate of the Borrower's chief financial officer (i) to the effect
         that the Pro Forma Financial Statements have been prepared based on the
         best information available to the Borrower as of the date of delivery
         thereof and present fairly on a pro forma basis the estimated financial
         position of the Borrower and its consolidated Subsidiaries as at
         September 30, 2000, assuming that the events specified in the preceding
         clauses (i)-(iv) had actually occurred at such date and (ii) containing
         all information and calculations necessary for determining the
         Consolidated Leverage Ratio as of September 30, 2000, giving pro forma
         effect to the events specified in the preceding clauses (i)-(iv).

                  SECTION 4.2 Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing, and of the Issuing Lender to
issue, amend, renew or extend any Letter of Credit, is subject to receipt of the
request therefor in accordance herewith and to the satisfaction of the following
conditions:

                  (a) The representations and warranties of each Loan Party set
         forth in the Loan Documents shall be true and correct on and as of the
         date of such Borrowing or the date of issuance, amendment, renewal or
         extension of such Letter of Credit, as applicable.

                  (b) At the time of and immediately after giving effect to such
         Borrowing or the issuance, amendment, renewal or extension of such
         Letter of Credit, as applicable, no Default or Event of Default shall
         have occurred and be continuing.


Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.

                                   ARTICLE V
                              Affirmative Covenants

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, the Borrower covenants and
agrees with the Administrative Agent and the Lenders that:


                                       47
<PAGE>   53

                  SECTION 5.1 Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent and each Lender:

                  (a) within 90 days after the end of each fiscal year of the
         Borrower, its audited consolidated balance sheet and related statements
         of operations, stockholders' equity and cash flows as of the end of and
         for such year, setting forth in each case in comparative form the
         figures for the previous fiscal year, all reported on by Arthur
         Andersen LLP or other independent public accountants of recognized
         national standing (without a "going concern" or like qualification or
         exception and without any qualification or exception as to the scope of
         such audit) to the effect that such consolidated financial statements
         present fairly in all material respects the financial condition and
         results of operations of the Borrower and its consolidated Subsidiaries
         on a consolidated basis in accordance with GAAP consistently applied;
         provided that delivery within the time period specified above of copies
         of the Annual Report on Form 10-K of the Borrower filed with the
         Securities and Exchange Commission shall be deemed to satisfy the
         requirements of this Section 5.1(a);

                  (b) within 45 days after the end of each of the first three
         fiscal quarters of each fiscal year of the Borrower, its consolidated
         balance sheet and related statements of operations for such fiscal
         quarter and the then elapsed portion of the fiscal year, and cash flows
         for the then elapsed portion of the fiscal year, setting forth in each
         case in comparative form the figures for the corresponding period or
         periods of (or, in the case of the balance sheet, as of the end of) the
         previous fiscal year, all certified by one of its Financial Officers as
         presenting fairly in all material respects the financial condition and
         results of operations of the Borrower and its consolidated Subsidiaries
         on a consolidated basis in accordance with GAAP consistently applied,
         subject to normal year-end audit adjustments and the absence of
         footnotes; provided that delivery within the time period specified
         above of copies of the Quarterly Report on Form 10-Q of the Borrower
         filed with the Securities and Exchange Commission shall be deemed to
         satisfy the requirements of this Section 5.1(b);

                  (c) concurrently with any delivery of financial statements
         under clause (a) or (b) above, a certificate of a Financial Officer of
         the Borrower (i) certifying as to whether a Default has occurred and,
         if a Default has occurred, specifying the details thereof and any
         action taken or proposed to be taken with respect thereto, (ii) setting
         forth reasonably detailed calculations demonstrating compliance with
         Section 6.1 and (iii) stating whether any change in GAAP or in the
         application thereof has occurred since the date of the Borrower's
         audited financial statements referred to in Section 3.4 and, if any
         such change has occurred, specifying the effect of such change on the
         financial statements accompanying such certificate;

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

                  (e) prior to the commencement of each fiscal year of the
         Borrower, a consolidated budget for such fiscal year (including a
         projected consolidated balance sheet and related statements of
         projected operations and cash flow as of the end of and for such fiscal
         year and setting forth the assumptions used for purposes of preparing
         such budget) and, promptly when available, any significant revisions of
         such budget;


                                       48
<PAGE>   54

                  (f) no later than 10 Business Days prior to the effectiveness
         thereof, copies of substantially final drafts of any proposed
         amendment, supplement, waiver or other modification with respect to the
         Subordinated Debt Documents;

                  (g) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by the Borrower or any Subsidiary with the Securities and
         Exchange Commission, or any Governmental Authority succeeding to any or
         all of the functions of said Commission, or with any national
         securities exchange, or distributed by the Borrower to its shareholders
         generally, as the case may be; and

                  (h) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of the Borrower or any Subsidiary, or compliance with the
         terms of any Loan Document, as the Administrative Agent or any Lender
         may reasonably request.

                  SECTION 5.2 Notices of Material Events. The Borrower will
furnish to the Administrative Agent and each Lender prompt written notice of the
following:

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

                  (b) the filing or commencement of any action, suit or
         proceeding by or before any arbitrator or Governmental Authority
         against or affecting the Borrower or any Affiliate thereof that, if
         adversely determined, could reasonably be expected to have a Material
         Adverse Effect;

                  (c) the occurrence of any ERISA Event that, alone or together
         with any other ERISA Events that have occurred, could reasonably be
         expected to result in liability of the Borrower and its Subsidiaries in
         an aggregate amount exceeding $35,000,000;

                  (d) any casualty or other insured damage to any material
         portion of any Collateral or the commencement of any action or
         proceeding for the taking of any material portion of the Collateral or
         interest therein under power of eminent domain or by condemnation or
         similar proceeding that could reasonably be expected to reduce the
         value of the Collateral by an aggregate amount in excess of
         $35,000,000; and

                  (e) any development that results in, or could reasonably be
         expected to have, a Material Adverse Effect.


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

                  SECTION 5.3 Information Regarding Collateral. (a) The Borrower
will furnish to the Administrative Agent prompt written notice of any change (i)
in any Loan Party's corporate name or in any trade name used to identify it in
the conduct of its business or in the ownership of its properties, (ii) in the
location of any Loan Party's chief executive office or its principal place of
business, any office in which it maintains books or records relating to
Collateral owned by it or any office or facility at which Collateral (other than
any inventory and equipment kept at locations where there is less than
$1,000,000 aggregate book value of inventory and equipment) owned by it is
located (including the establishment of any such new office or facility), (iii)
in any Loan Party's identity or corporate structure or (iv) in any Loan Party's
Federal Taxpayer Identification Number. Unless the Borrower shall have provided
to the Administrative Agent at least 30 days' prior written notice of any such
change, the Borrower agrees not to


                                       49
<PAGE>   55

effect or permit any change referred to in the preceding sentence until such
time as all filings have been made under the Uniform Commercial Code or
otherwise that are required in order for the Administrative Agent or the
Collateral Agent, as applicable, to continue at all times following such change
to have a valid, legal and perfected security interest in all the Collateral.

                  (b) On each Collateral Date, the Borrower shall deliver to the
         Administrative Agent a certificate of a Financial Officer of the
         Borrower setting forth (i) the information required by Section 5.11 and
         (ii) a summary of any change referred to in the first sentence of
         paragraph (a) above that has occurred since the immediately preceding
         Collateral Date (or, in the case of the first Collateral Date, since
         the Effective Date).

                  SECTION 5.4 Existence; Conduct of Business. The Borrower will,
and will cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names material to the conduct of its business,
except to the extent that the failure to do so could not reasonably be expected
to have a Material Adverse effect; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 6.4.

                  SECTION 5.5 Payment of Obligations. The Borrower will, and
will cause each of its Subsidiaries to, pay its material Indebtedness and other
obligations, including material Tax liabilities, before the same shall become
delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) the Borrower or
such Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP, (c) such contest effectively suspends
collection of the contested obligation and the enforcement of any Lien securing
such obligation and (d) the failure to make payment pending such contest could
not reasonably be expected to have a Material Adverse Effect.

                  SECTION 5.6 Maintenance of Properties. The Borrower will, and
will cause each of its Subsidiaries to, keep and maintain all property material
to the conduct of its business in good condition, ordinary wear and tear
excepted.

                  SECTION 5.7 Insurance. The Borrower will, and will cause each
of its Subsidiaries to, maintain, with financially sound and reputable insurance
companies (a) insurance in such amounts (with no greater risk retention) and
against such risks as are customarily maintained by companies of established
repute engaged in the same or similar businesses operating in the same or
similar locations and (b) all insurance required to be maintained pursuant to
the Security Documents. The Borrower will furnish to the Lenders, upon request
of the Administrative Agent, information in reasonable detail as to the
insurance so maintained.

                  SECTION 5.8 Books and Records; Inspection and Audit Rights.
The Borrower will, and will cause each of its Subsidiaries to, keep proper books
of record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and activities. The
Borrower will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested.

                  SECTION 5.9 Compliance with Laws and Contractual Obligations.
The Borrower will, and will cause each of its Subsidiaries to, comply with all
laws, rules, regulations and orders of any Governmental Authority (including
Environmental Laws) and all Contractual Obligations applicable to it


                                       50
<PAGE>   56

or its property, except where the failure to do so, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

                  SECTION 5.10 Use of Proceeds and Letters of Credit. The
proceeds of the Tranche C Term Loans will be used (a) to prepay Revolving Loans
made under the Existing Credit Agreement (without any reduction of the Revolving
Commitments) and (b) for working capital and general corporate purposes of the
Borrower and its Subsidiaries. The proceeds of the Revolving Loans and Swingline
Loans, and the Letters of Credit, will be used only for working capital and
general corporate purposes of the Borrower and its Subsidiaries, including
Permitted Acquisitions, Investments and Restricted Payments permitted hereby. No
part of the proceeds of any Loan will be used, whether directly or indirectly,
for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations U and X.

                  SECTION 5.11 Additional Collateral. (a) On each Collateral
Date, the Borrower will notify the Administrative Agent of the identity of any
Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly
after such Collateral Date will (i) cause such Subsidiary (unless it is a
Foreign Subsidiary) to become a "Subsidiary Guarantor" under the Guarantee and
Collateral Agreement, (ii) in the case of each such Subsidiary that is a
Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary)
to become a "Grantor" under each relevant Collateral Agreement, (iii) cause the
Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the
relevant Collateral Agreement (except that, if such Subsidiary is a Foreign
Subsidiary, no shares of common stock of such Subsidiary shall be pledged unless
such Subsidiary is a Material Subsidiary that is directly owned by the Borrower
or a Domestic Subsidiary, and then the amount of voting common stock of such
Subsidiary to be pledged pursuant to such Collateral Agreement may be limited to
66% of the outstanding shares of voting common stock of such Subsidiary) and
(iv) except in the case of a Foreign Subsidiary, take all steps required by the
relevant Security Documents and this Agreement to create and perfect Liens in
the relevant property of such Subsidiary; provided that the Borrower and its
Subsidiaries shall not be required to comply with the requirements of this
Section 5.11(a) if the Administrative Agent, in its sole discretion, determines
that the cost of such compliance is excessive in relation to the value of the
collateral security to be afforded thereby.

                  (b) If, as of any Collateral Date, any property of the
Borrower, any Subsidiary Guarantor that is a "Grantor" under any Collateral
Agreement or any Subsidiary that is required to become a "Grantor" pursuant to
Section 5.11(a) (including any parcel of owned domestic real property having a
fair market value in excess of $10,000,000 but excluding all other real
property) is not already subject to a perfected first priority Lien in favor of
the Administrative Agent or the Collateral Agent, as the case may be, the
Borrower will notify the Administrative Agent thereof, and, promptly after such
Collateral Date, will cause such assets to become subject to a Lien under the
relevant Security Documents and will take, and cause the relevant Subsidiary to
take, such actions as shall be necessary or reasonably requested by the
Administrative Agent to grant and perfect such Liens, including actions
described in Section 5.12, all at the expense of the Loan Parties; provided that
the Borrower and its Subsidiaries shall not be required to comply with the
requirements of this Section 5.11(b) if the Administrative Agent, in its sole
discretion, determines that the cost of such compliance is excessive in relation
to the value of the collateral security to be afforded thereby.

                  (c) Notwithstanding anything to the contrary in this Section
5.11, after the Release Date, no property other than Capital Stock shall be
required to become Collateral.

                  SECTION 5.12 Further Assurances. The Borrower will, and will
cause each of the Subsidiaries to, execute any and all further documents,
financing statements, agreements and instruments, and take all such further
actions (including the filing and recording of financing statements, fixture


                                       51
<PAGE>   57

filings, mortgages, deeds of trust and other documents), which may be required
under any applicable law, or which the Administrative Agent may reasonably
request, to effectuate the transactions contemplated by the Loan Documents or to
grant, preserve, protect or perfect the Liens created or intended to be created
by the Security Documents or the validity or priority of any such Lien, all at
the expense of the Loan Parties. The Borrower also agrees to provide to the
Administrative Agent, from time to time upon request, evidence reasonably
satisfactory to the Administrative Agent as to the perfection and priority of
the Liens created or intended to be created by the Security Documents.

                  SECTION 5.13 Interest Rate Protection. Within 150 days after
the Amendment/Restatement Effective Date, the Borrower will enter into, and
thereafter maintain for a period of not less than three years after the
Amendment/Restatement Effective Date, one or more interest rate protection
agreements on such terms and with such parties as shall be reasonably
satisfactory to the Administrative Agent, the effect of which shall be to fix or
limit the interest cost to the Borrower with respect to at least 50% of the
aggregate outstanding principal amount of the Term Loans and the LYONs.

                                   ARTICLE VI

                               Negative Covenants

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

                  SECTION 6.1 Financial Condition Covenants.

                  (a) Consolidated Leverage Ratio. The Borrower will not permit
the Consolidated Leverage Ratio as at the last day of any period of four
consecutive fiscal quarters of the Borrower ending during any period set forth
below to exceed the ratio set forth below opposite such period:

<TABLE>
<CAPTION>
                             Period                         Consolidated Leverage Ratio
                             ------                         ---------------------------
<S>                                                         <C>
         October 1, 2000 - December 31, 2001                        3.50 to 1.0
         January 1, 2002 and thereafter                             3.25 to 1.0
</TABLE>

                  (b) Consolidated Interest Coverage Ratio. The Borrower will
not permit the Consolidated Interest Coverage Ratio for any period of four
consecutive fiscal quarters of the Borrower ending during any period set forth
below to be less than the ratio set forth below opposite such period:

<TABLE>
<CAPTION>
                                                          Consolidated Interest
                        Period                                 Coverage Ratio
                        ------                                 --------------
<S>                                                       <C>
         October 1, 2000 - December 31, 2000                   3.25 to 1.00
         January 1, 2001 and thereafter                        3.50 to 1.00
</TABLE>

                  SECTION 6.2 Indebtedness. The Borrower will not, and will not
permit any Subsidiary to, create, incur, assume or permit to exist any
Indebtedness, except:

                  (a) Indebtedness created under the Loan Documents;


                                       52
<PAGE>   58

                  (b) subordinated debt of the Borrower, so long as (i) such
         Indebtedness has no scheduled principal payments prior to June 30,
         2008, (ii) no covenant or default contained in the Subordinated Debt
         Documents is more restrictive than those contained in this Agreement,
         as agreed to by the Administrative Agent, and (iii) the Subordinated
         Debt Documents contain subordination terms that are no less favorable
         in any material respect to the Lenders than those applicable to
         offerings of "high-yield" subordinated debt by similar issuers of
         similar debt at the same time as agreed to by the Administrative Agent;

                  (c) Indebtedness existing on the Amendment/Restatement
         Effective Date and set forth in Schedule 6.2 and extensions, renewals
         and replacements of any such Indebtedness that do not increase the
         outstanding principal amount thereof;

                  (d) Indebtedness of the Borrower to any Subsidiary and of any
         Subsidiary to the Borrower or any other Subsidiary; provided that
         Indebtedness pursuant to this paragraph (d) of any Subsidiary that is
         not a Wholly Owned Subsidiary Guarantor shall be subject to Section
         6.5;

                  (e) Indebtedness consisting of reimbursement obligations under
         surety, indemnity, performance, release and appeal bonds and guarantees
         thereof, in each case securing obligations not constituting
         Indebtedness for borrowed money and obtained in the ordinary course of
         business;

                  (f) Guarantees by the Borrower of Indebtedness of any
         Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any
         other Subsidiary; provided that Guarantees pursuant to this paragraph
         (f) of Indebtedness of any Subsidiary that is not a Wholly Owned
         Subsidiary Guarantor shall be subject to Section 6.5;

                  (g) (i) Indebtedness of the Borrower or any Subsidiary
         incurred to finance the acquisition, construction or improvement of any
         fixed or capital assets, including Capital Lease Obligations and any
         Indebtedness assumed in connection with the acquisition of any such
         assets or secured by a Lien on any such assets prior to the acquisition
         thereof, and extensions, renewals and replacements of any such
         Indebtedness that do not increase the outstanding principal amount
         thereof, provided that such Indebtedness is incurred prior to or within
         90 days after such acquisition or the completion of such construction
         or improvement, and (ii) Attributable Debt in connection with
         Sale/Leaseback Transactions involving fixed or capital assets, so long
         as the aggregate principal amount of all Indebtedness incurred pursuant
         to this paragraph (g) shall not exceed $100,000,000 at any time
         outstanding;

                  (h) Indebtedness of any Person that becomes a Subsidiary after
         the Amendment/Restatement Effective Date; provided that (i) such
         Indebtedness exists at the time such Person becomes a Subsidiary and is
         not created in contemplation of or in connection with such Person
         becoming a Subsidiary and (ii) the aggregate principal amount of
         Indebtedness permitted by this paragraph (h) shall not exceed
         $100,000,000 at any time outstanding;

                  (i) Indebtedness to finance the general working capital needs
         of the Borrower and its Subsidiaries incurred after the Revolving
         Maturity Date in an aggregate principal amount not to exceed the amount
         of the Revolving Commitments as in effect immediately prior to the
         Revolving Maturity Date, provided that (i) the Revolving Commitments
         shall have been or shall concurrently be terminated, the Revolving
         Loans and Swingline Loans shall have been or shall concurrently be
         repaid in full and all Letters of Credit shall have been or shall
         concurrently be cancelled or replaced and (ii) the terms and conditions
         of such replacement working capital facility (including any
         arrangements for sharing of Collateral) shall be satisfactory to the


                                       53
<PAGE>   59

         Required Lenders (determined after giving effect to the termination of
         the Revolving Commitments);

                  (j) letters of credit required in the ordinary course of
         business in an aggregate face amount, when added to the aggregate face
         amount of Letters of Credit and unreimbursed Reimbursement Obligations
         then outstanding, not exceeding $150,000,000 at any time outstanding;

                  (k) other Indebtedness of Foreign Subsidiaries and non-Wholly
         Owned Domestic Subsidiaries in an aggregate principal amount not
         exceeding $30,000,000 at any time outstanding (with the amount of
         Indebtedness under overdraft lines being determined net of cash held
         for the benefit of the relevant Subsidiary by the institution creating
         such overdraft);

                  (l) unsecured Indebtedness of the Borrower in an aggregate
         principal amount not exceeding $200,000,000 at any time outstanding,
         provided that (i) such Indebtedness has no scheduled principal payments
         prior to the Tranche C Maturity Date, (ii) no covenant or default
         contained in the documentation for such Indebtedness is more
         restrictive than those contained in this Agreement, (iii) no Default or
         Event of Default shall have occurred and be continuing, or would occur
         after giving effect to the incurrence of such Indebtedness, and (iv)
         the Borrower shall be in compliance, on a pro forma basis after giving
         effect to the incurrence of such Indebtedness, with the covenants
         contained in Section 6.1, in each case recomputed as at the last day of
         the most recently ended fiscal quarter of the Borrower for which the
         relevant information is available as if such incurrence had occurred on
         the first day of each relevant period for testing such compliance (as
         demonstrated in a certificate of a Financial Officer delivered to the
         Administrative Agent not more than ten days prior to such incurrence);

                  (m) Indebtedness of the Borrower consisting of LYONs (it being
         understood that the conversion described in clause (b) of the
         definition of "LYONs" shall be deemed to be a new incurrence of
         Indebtedness and shall be permitted only if clauses (i) through (iv) of
         this paragraph (m) are satisfied at the time of such conversion)
         representing aggregate gross proceeds not exceeding $500,000,000 (plus
         an overallotment of 15%), provided that (i) such Indebtedness has no
         scheduled principal payments prior to June 30, 2008, (ii) no covenant
         or default contained in the documentation for such Indebtedness is
         materially more restrictive than those contained in this Agreement, as
         agreed to by the Administrative Agent, (iii) no Default or Event of
         Default shall have occurred and be continuing, or would occur after
         giving effect to the incurrence of such Indebtedness, and (iv) the
         Borrower shall be in compliance, on a pro forma basis after giving
         effect to the incurrence of such Indebtedness, with the covenants
         contained in Section 6.1, in each case recomputed as at the last day of
         the most recently ended fiscal quarter of the Borrower for which the
         relevant information is available as if such incurrence had occurred
         (and, in the case of the conversion described in clause (b) of the
         definition of "LYONs", as if cash interest on the LYONs had become
         payable) on the first day of each relevant period for testing such
         compliance (as demonstrated in a certificate of a Financial Officer
         delivered to the Administrative Agent not more than ten days prior to
         such incurrence); and

                  (n) other Indebtedness in an aggregate principal amount not
         exceeding $50,000,000 at any time outstanding, provided that the
         aggregate principal amount of secured Indebtedness incurred pursuant to
         this paragraph (n) shall not exceed $15,000,000.

                  SECTION 6.3 Liens. The Borrower will not, and will not permit
any Subsidiary to, create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter


                                       54
<PAGE>   60

acquired by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except:

                  (a) Liens created under the Loan Documents;

                  (b) Permitted Encumbrances;

                  (c) any Lien on any property or asset of the Borrower or any
         Subsidiary existing on the Amendment/Restatement Effective Date and set
         forth in Schedule 6.3; provided that (i) such Lien shall not apply to
         any other property or asset of the Borrower or any Subsidiary and (ii)
         such Lien shall secure only those obligations which it secures on the
         Amendment/Restatement Effective Date and extensions, renewals and
         replacements thereof that do not increase the outstanding principal
         amount thereof;

                  (d) any Lien existing on any fixed or capital asset prior to
         the acquisition thereof by the Borrower or any Subsidiary or existing
         on any fixed or capital asset of any Person that becomes a Subsidiary
         after the date hereof prior to the time such Person becomes a
         Subsidiary; provided that (i) such Lien is not created in contemplation
         of or in connection with such acquisition or such Person becoming a
         Subsidiary, as the case may be, (ii) such Lien shall not apply to any
         other property of the Borrower or any Subsidiary and (iii) such Lien
         shall secure only those obligations which it secures on the date of
         such acquisition or the date such Person becomes a Subsidiary, as the
         case may be and extensions, renewals and replacements thereof that do
         not increase the outstanding principal amount thereof;

                  (e) Liens on fixed or capital assets acquired, constructed or
         improved by the Borrower or any Subsidiary; provided that (i) such
         security interests secure Indebtedness permitted by Section 6.2(g),
         (ii) such security interests and the Indebtedness secured thereby are
         incurred prior to or within 90 days after such acquisition or the
         completion of such construction or improvement, (iii) the Indebtedness
         secured thereby does not exceed 100% of the cost of acquiring,
         constructing or improving such fixed or capital assets and (iv) such
         security interests shall not apply to any other property or assets of
         the Borrower or any Subsidiary;

                  (f) Liens on Collateral securing Indebtedness permitted by
         Section 6.2(i);

                  (g) Liens on property of any Foreign Subsidiary or non-Wholly
         Owned Domestic Subsidiary securing Indebtedness of such Foreign
         Subsidiary or non-Wholly Owned Domestic Subsidiary, as the case may be,
         permitted by Section 6.2(j) or (k); provided that the aggregate amount
         of the Indebtedness so secured shall not exceed $45,000,000 at any one
         time; and

                  (h) Liens not otherwise permitted by this Section so long as
         neither (i) the aggregate outstanding principal amount of the
         obligations secured thereby nor (ii) the aggregate fair market value
         (determined as of the date such Lien is incurred) of the assets subject
         thereto exceeds (as to the Borrower and all Subsidiaries) $15,000,000
         at any one time.

                  SECTION 6.4 Fundamental Changes. The Borrower will not, and
will not permit any Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default or Event of Default shall have occurred and be
continuing (a) any Person may merge into the Borrower in a transaction in which
the Borrower is the surviving corporation, (b) any Person may merge with any
Wholly Owned Subsidiary Guarantor so long as the surviving entity is or becomes
a Wholly Owned Subsidiary Guarantor, (c) any Subsidiary may Dispose of its
assets to the


                                       55
<PAGE>   61

Borrower or any Wholly Owned Subsidiary Guarantor pursuant to a transaction of
liquidation or dissolution, (d) the Borrower or any Subsidiary may Dispose of
its interest in any Subsidiary pursuant to a merger of such Subsidiary, (e) any
Foreign Subsidiary may merge with any other Person so long as the surviving
entity is a Subsidiary or Dispose of its assets to any other Subsidiary pursuant
to a transaction of liquidation or dissolution and (f) the Borrower may merge
into any other Person so long as (i) the surviving entity assumes all the
Obligations of the Borrower hereunder and under the other Loan Documents
pursuant to a written agreement satisfactory to the Administrative Agent, (ii)
the surviving entity is organized under the laws of a jurisdiction within the
United States of America, (iii) no Default or Event of Default shall have
occurred and be continuing, or would occur after giving effect to such merger,
(iv) the Borrower shall be in compliance, on a pro forma basis after giving
effect to such merger, with the covenants contained in Section 6.1, in each case
recomputed as at the last day of the most recently ended fiscal quarter of the
Borrower for which the relevant information is available as if such merger had
occurred on the first day of each relevant period for testing such compliance
(as demonstrated in a certificate of a Financial Officer delivered to the
Administrative Agent at least ten Business Days prior to such merger) and (v)
all filings have been made under the Uniform Commercial Code or otherwise that
are required in order for the Collateral Agent to continue at all times
following such merger to have a valid, legal and perfected security interest in
all the Collateral. It is understood that no transaction pursuant to this
Section 6.4 shall be permitted unless any Investment or Disposition made in
connection therewith is also expressly permitted by Section 6.5 or 6.7, as
applicable.

                  SECTION 6.5 Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a Wholly Owned Subsidiary prior to such merger) any Capital Stock
of or evidences of Indebtedness or other securities (including any option,
warrant or other right to acquire any of the foregoing) of, make or permit to
exist any loans or advances to, Guarantee any obligations of, or make or permit
to exist any investment or any other interest in, any other Person, or purchase
or otherwise acquire (in one transaction or a series of transactions) any assets
of any other Person constituting a business unit (collectively, "Investments"),
except:

                  (a) Permitted Investments;

                  (b) Investments existing on the Amendment/Restatement
         Effective Date and set forth on Schedule 6.5;

                  (c) intercompany Investments in the ordinary course of
         business made by the Borrower and its Subsidiaries in any Subsidiary
         that, prior to such Investment, is a Subsidiary; provided that, after
         giving effect to any such Investment made on a particular date, the
         aggregate amount of such Investments by Loan Parties from the
         Amendment/Restatement Effective Date through and including such date,
         net of any repayments of any such Investments, in or with respect to
         Subsidiaries that are not Wholly Owned Subsidiary Guarantors shall not
         exceed $75,000,000;

                  (d) loans and advances to employees of the Borrower or any
         Subsidiary in the ordinary course of business (including for travel,
         entertainment and relocation expenses) in an aggregate amount for the
         Borrower or any Subsidiary not to exceed $10,000,000 at any one time
         outstanding;

                  (e) Guarantees constituting Indebtedness permitted by Section
         6.2; provided that (i) a Subsidiary shall not Guarantee the
         Subordinated Debt unless (A) such Subsidiary also has Guaranteed the
         Obligations pursuant to each relevant Collateral Agreement, (B) such
         Guarantee of the Subordinated Debt is subordinated to such Guarantee of
         the Obligations on terms no less favorable to the Lenders than the
         subordination provisions of the Subordinated Debt and (C) such


                                       56
<PAGE>   62

         Guarantee of the Subordinated Debt provides for the release and
         termination thereof, without action by any party, upon Disposition of
         the relevant Subsidiary or of substantially all of its assets, and (ii)
         the aggregate principal amount of Indebtedness of Subsidiaries that are
         not Wholly Owned Subsidiary Guarantors that is Guaranteed by any Loan
         Party shall be subject to the limitation set forth in paragraph (c)
         above;

                  (f) Permitted Acquisitions;

                  (g) Guarantees, not constituting Indebtedness permitted by
         Section 6.2, by the Borrower and its Subsidiaries of the Contractual
         Obligations of the Borrower or any Subsidiary Guarantor;

                  (h) intercompany Investments in any Wholly Owned Subsidiary
         created by the Borrower or any of its Subsidiaries in connection with
         any corporate restructuring, provided that (A) such newly-created
         Subsidiary is, or contemporaneously with the consummation of such
         restructuring becomes, a Wholly Owned Subsidiary Guarantor, (B) all
         property transferred to such newly-created Subsidiary that constituted
         Collateral shall continue to constitute Collateral as to which the
         Collateral Agent has a first priority perfected security interest,
         subject to Permitted Encumbrances, and (C) contemporaneously with the
         consummation of such restructuring (i) the Capital Stock and assets of
         such newly-created Subsidiary are pledged under the relevant Security
         Documents (except to the extent that any of the foregoing would not
         otherwise be required pursuant to Section 5.11 to be so pledged on the
         next succeeding Collateral Date) and (ii) the Borrower takes, and
         causes the relevant Subsidiary to take, such actions as shall be
         necessary or reasonably requested by the Administrative Agent to grant
         and perfect such Liens, including actions described in Section 5.12,
         all at the expense of the Loan Parties;

                  (i) Investments that are not permitted by any other paragraph
         of this Section, so long as, after giving effect to any such Investment
         made on a particular date, the aggregate Consideration expended in
         connection with all such Investments from the Amendment/Restatement
         Effective Date through and including such date shall not exceed
         $150,000,000; and

                  (j) Permitted Subsidiary Acquisitions; provided that if any
         portion of the Consideration for such acquisition is payable other than
         in Inrange Common Stock, such payment is permitted by any other
         paragraph of this Section.

                  SECTION 6.6 Capital Expenditures. The Borrower will not, and
will not permit any of its Subsidiaries to, make or commit to make any Capital
Expenditure, except Capital Expenditures of the Borrower and its Subsidiaries
not exceeding $140,000,000 for any fiscal year of the Borrower; provided, that
(i) any such amount referred to above, if not so expended in the fiscal year for
which it is permitted, may be carried over for expenditure in the next
succeeding fiscal year and (ii) Capital Expenditures made pursuant to this
Section during any fiscal year shall be deemed made, first, in respect of
amounts permitted for such fiscal year as provided above and, second, in respect
of amounts carried over from the prior fiscal year pursuant to clause (i) above.

                  SECTION 6.7 Disposition of Assets. The Borrower will not, and
will not permit any of its Subsidiaries to, Dispose of any asset, including any
Capital Stock owned by it, nor will the Borrower permit any of it Subsidiaries
to issue any additional Capital Stock of such Subsidiary, except:

                  (a) (i) sales of inventory, obsolete or worn out equipment and
         Permitted Investments and (ii) leases of real or personal property, in
         each case in the ordinary course of business;


                                       57
<PAGE>   63

                  (b) Dispositions to the Borrower or a Subsidiary; provided
         that any such Dispositions involving a Subsidiary that is not a Loan
         Party shall be made in compliance with Section 6.5;

                  (c) Dispositions of assets that are not permitted by any other
         paragraph of this Section; provided that the aggregate gross proceeds
         (including any non-cash proceeds, determined on the basis of face
         amount in the case of notes or similar consideration and on the basis
         of fair market value in the case of other non-cash proceeds) of all
         assets Disposed of in reliance upon this paragraph (c) shall not exceed
         (i) in the case of the Borrower's fiscal year 2000, $400,000,000 and
         (ii) in the case of each fiscal year of the Borrower thereafter, 10% of
         total assets of the Borrower and its consolidated Subsidiaries,
         determined in accordance with GAAP, as of the last day of the fiscal
         quarter ended immediately prior to the date of such sale; and provided
         further that all Dispositions permitted by this paragraph (c) shall be
         made for fair value and for at least 85% cash consideration;

                  (d) issuances by Inrange of shares of Inrange Class B Common
         Stock in a Permitted Subsidiary Acquisition;

                  (e) issuances by Inrange to management and employees of the
         Borrower, Inrange or any of their Subsidiaries, of options to acquire
         up to 7,105,700 shares of Inrange Class B Common Stock, and issuances
         of Inrange Class B Common Stock pursuant to the exercise by such
         Persons, at an exercise price equal to the price per share in the
         initial public offering of such Class B Common Stock, of such options;

                  (f) issuances by Inrange to directors, management and
         employees of, and consultants and other providers of services to, the
         Borrower, Inrange or any of their Subsidiaries, in each case in
         exchange for non-cash consideration provided by such Persons in the
         form of goods or services, of (i) Inrange Common Stock, provided that
         the aggregate fair market value of such Inrange Common Stock
         (determined as of the date such Inrange Common Stock is issued) does
         not exceed $10,000,000 in any fiscal year of the Borrower, and (ii)
         options and warrants to acquire Inrange Common Stock and issuances of
         Inrange Common Stock pursuant to the exercise of such options and
         warrants, at an exercise price of not less than 85% of the fair market
         value of such Inrange Common Stock (determined as of the date of the
         grant of such options or warrants), provided that the aggregate number
         of shares of Inrange Common Stock covered by options and warrants
         granted in any fiscal year of the Borrower shall not exceed 1,500,000
         (as adjusted for stock splits, stock dividends, reverse stock splits
         and similar events);

                  (g) issuances of Inrange Class B Common Stock pursuant to the
         exercise by directors and management of the Borrower, at an exercise
         price of $13.00 per share, of options to acquire up to 1,331,000 shares
         of Inrange Class B Common Stock (which options were issued by Inrange
         to such Persons prior to August 15, 2000);

                  (h) Dispositions by the Borrower of shares of Inrange Common
         Stock held by the Borrower in exchange for shares of the Borrower's
         Capital Stock in a redemption or repurchase transaction that is
         otherwise expressly permitted by this Agreement; and

                  (i) Dispositions by the Borrower of all or any portion of its
         interest in the Emerson JV; provided that all Dispositions permitted by
         this paragraph (i) shall be made for fair value and for at least 85%
         cash consideration.

                  SECTION 6.8 Sale and Leaseback Transactions. The Borrower will
not, and will not permit any Subsidiary to, enter into any arrangement (each, a
"Sale/Leaseback Transaction") providing


                                       58
<PAGE>   64

for the leasing to the Borrower or any Subsidiary of real or personal property
that has been or is to be (a) sold or transferred by the Borrower or any
Subsidiary or (b) constructed or acquired by a third party in anticipation of a
program of leasing to the Borrower or any Subsidiary, in each case unless the
Attributable Debt resulting therefrom is permitted by Section 6.2(g).

                  SECTION 6.9 Restricted Payments. The Borrower will not, and
will not permit any Subsidiary to, declare or make, or agree to pay or make,
directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, except (a) the Borrower may declare and pay
dividends with respect to its Capital Stock payable solely in additional shares
of its Capital Stock, (b) any Wholly Owned Subsidiary may declare and pay
Restricted Payments to its immediate parent, (c) any non-Wholly Owned Subsidiary
may declare and pay dividends ratably with respect to its Capital Stock, (d) the
Borrower may make Restricted Payments, not exceeding $10,000,000 during any
fiscal year, pursuant to and in accordance with stock option plans or other
benefit plans for management or employees of the Borrower and its Subsidiaries,
(e) the Borrower may repurchase its Capital Stock or redeem the LYONs, provided
that (i) the aggregate amount of such repurchases and redemptions shall not
exceed (A) $100,000,000, if the Consolidated Leverage Ratio, on a pro forma
basis after giving effect to such repurchase or redemption (with the reference
period for Consolidated EBITDA being the most recent period of four consecutive
fiscal quarters for which the relevant financial information is available), is
greater than or equal to 3.00 to 1.00 or (B) $250,000,000, if the Consolidated
Leverage Ratio, on a pro forma basis after giving effect to such repurchase or
redemption (with the reference period for Consolidated EBITDA being the most
recent period of four consecutive fiscal quarters for which the relevant
financial information is available), is less than 3.00 to 1.00 or (ii)
notwithstanding the foregoing clause (B), the aggregate principal amount of
outstanding Term Loans is less than $700,000,000 and the Consolidated Leverage
Ratio, on a pro forma basis after giving effect to such repurchase or redemption
(with the reference period for Consolidated EBITDA being the most recent period
of four consecutive fiscal quarters for which the relevant financial information
is available) is less than 2.00 to 1.00, (f) the Borrower or any Subsidiary may
make Restricted Payments to the extent required by the terms of its joint
venture or similar agreements relating to non-Wholly Owned Subsidiaries,
provided that no such Restricted Payment shall be permitted by this clause (f)
unless any Investment made in connection therewith is also expressly permitted
by Section 6.5, (g) the Borrower may make Restricted Payments not otherwise
permitted by this Section 6.9, provided that (i) on the date of any such
Restricted Payment after giving effect thereto, the aggregate amount expended in
connection with all Restricted Payments pursuant to this clause (g) during the
fiscal year in which such date occurs shall not exceed $10,000,000 unless, on
such date, the Consolidated Leverage Ratio, on a pro forma basis after giving
effect to such Restricted Payment (with the reference period for Consolidated
EBITDA being the most recent period of four consecutive fiscal quarters for
which the relevant financial information is available), is less than 2.50 to
1.00 and (ii) in no event shall the aggregate amount of Restricted Payments made
pursuant to this clause (g) during any fiscal year exceed 25% of Consolidated
Net Income for the immediately preceding fiscal year, (h) the Borrower may
redeem the LYONs through the issuance of common stock of the Borrower or through
the issuance of Indebtedness of the type described in clause (b) or (c) of the
definition of "LYONs", (i) the Borrower may pay required interest payments in
respect of LYONs of the type described in clause (b) of the definition thereof
and (j) the Borrower may pay LYONs Contingent Interest. For the purposes of this
Section 6.9, redemptions of the LYONs shall include purchases thereof and
payments required to be made in connection with the conversion thereof.

                  SECTION 6.10 Payments of Subordinated Debt; Certain Derivative
Transactions. The Borrower will not, nor will it permit any Subsidiary to, (a)
make or agree or offer to pay or make, directly or indirectly, any payment or
other distribution (whether in cash, securities or other property) of or in
respect of principal of or interest on any Subordinated Debt, or any payment or
other distribution (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any Subordinated


                                       59
<PAGE>   65

Debt, except payment of regularly scheduled interest and principal payments as
and when due in respect of any Subordinated Debt, other than payments in respect
of the Subordinated Debt prohibited by the subordination provisions thereof or
(b) enter into any derivative transaction or similar transaction obligating the
Borrower or any of its Subsidiaries to make payments to any other Person as a
result of a change in market value of any Subordinated Debt or LYONs.

                  SECTION 6.11 Transactions with Affiliates. The Borrower will
not, and will not permit any Subsidiary to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) transactions in the ordinary course of business that are
at prices and on terms and conditions not less favorable to the Borrower or such
Subsidiary than could be obtained on an arm's-length basis from unrelated third
parties, (b) transactions between or among the Borrower and the Subsidiaries not
involving any other Affiliate, (c) any Restricted Payment permitted by Section
6.9 and (d) any other transaction expressly permitted by Section 6.5.

                  SECTION 6.12 Restrictive Agreements. The Borrower will not,
and will not permit any Wholly Owned Subsidiary Guarantor to, directly or
indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of the Borrower or any Subsidiary to create, incur or permit to exist
any Lien upon any of its property, (b) the ability of any Subsidiary to pay
dividends or other distributions with respect to any shares of its capital stock
or to make or repay loans or advances to the Borrower or any other Subsidiary or
to Guarantee Indebtedness of the Borrower or any other Subsidiary or (c) the
ability of any Subsidiary to transfer any of its assets to the Borrower or any
other Subsidiary; provided that (i) the foregoing shall not apply to
restrictions and conditions imposed by law or by any Loan Document or
Subordinated Debt Document, (ii) the foregoing shall not apply to restrictions
and conditions existing on the Amendment/Restatement Effective Date identified
on Schedule 6.12 (but shall apply to any amendment or modification expanding the
scope of, any such restriction or condition), (iii) the foregoing shall not
apply to customary restrictions and conditions contained in agreements relating
to the sale of a Subsidiary pending such sale, provided such restrictions and
conditions apply only to the Subsidiary that is to be sold and such sale is
permitted hereunder, (iv) clause (a) above shall not apply to restrictions or
conditions imposed by any agreement relating to secured Indebtedness permitted
by this Agreement if such restrictions or conditions apply only to the property
or assets securing such Indebtedness and (v) clause (a) above shall not apply to
customary provisions in leases and other contracts restricting the assignment
thereof.

                  SECTION 6.13 Amendment of Material Documents, etc. The
Borrower will not, and will not permit any Subsidiary to, (a) amend, modify,
supplement or waive in any material respect any of its rights under any
Subordinated Debt Document, any LYONs Documents or the MTN Indenture or (b)
designate any Indebtedness (other than obligations of the Loan Parties pursuant
to the Loan Documents) as "Designated Senior Indebtedness" (or any comparable
concept) for the purposes of the Subordinated Debt Documents.

                                  ARTICLE VII
                                Events of Default

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


                                       60
<PAGE>   66

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

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

                  (c) any representation or warranty made or deemed made by or
         on behalf of the Borrower or any Subsidiary in or in connection with
         any Loan Document or any amendment or modification thereof or waiver
         thereunder, or in any report, certificate, financial statement or other
         document furnished pursuant to or in connection with any Loan Document
         or any amendment or modification thereof or waiver thereunder, shall
         prove to have been incorrect when made or deemed made;

                  (d) the Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in Section 5.2, 5.4 (with
         respect to the existence of the Borrower) or 5.10 or in Article VI;

                  (e) any Loan Party shall fail to observe or perform any
         covenant, condition or agreement contained in any Loan Document (other
         than those specified in paragraph (a), (b) or (d) of this Article), and
         such failure shall continue unremedied for a period of 30 days after
         notice thereof to the Borrower from the Administrative Agent or the
         Required Lenders;

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

                  (g) any event or condition occurs that results in any Material
         Indebtedness becoming due prior to its scheduled maturity or that
         enables or permits (with the giving of notice, if required) the holder
         or holders of any Material Indebtedness or any trustee or agent on its
         or their behalf to cause any Material Indebtedness to become due, or to
         require the prepayment, repurchase, redemption or defeasance thereof,
         prior to its scheduled maturity (including, in any event, an "Event of
         Default" under and as defined in the Subordinated Debt Documents) but
         excluding, in any event, any mandatory redemptions or conversions at
         the option of the holders of the LYONs pursuant to LYONs Put/Conversion
         Rights;

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

                  (i) the Borrower or any Subsidiary shall (i) voluntarily
         commence any proceeding or file any petition seeking liquidation,
         reorganization or other relief under any Federal, state or foreign
         bankruptcy, insolvency, receivership or similar law now or hereafter in
         effect, (ii) consent to the institution of, or fail to contest in a
         timely and appropriate manner, any proceeding or petition


                                       61
<PAGE>   67

         described in paragraph (h) of this Article, (iii) apply for or consent
         to the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Borrower or any Subsidiary or
         for a substantial part of its assets, (iv) file an answer admitting the
         material allegations of a petition filed against it in any such
         proceeding, (v) make a general assignment for the benefit of creditors
         or (vi) take any action for the purpose of effecting any of the
         foregoing;

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

                  (k) one or more judgments for the payment of money in an
         aggregate amount in excess of $35,000,000 shall be rendered against the
         Borrower, any Subsidiary or any combination thereof and the same shall
         remain undischarged for a period of 30 consecutive days during which
         execution shall not be effectively stayed, or any action shall be
         legally taken by a judgment creditor to attach or levy upon any assets
         of the Borrower or any Subsidiary to enforce any such judgment;

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

                  (m) the guarantee contained in Section 2 of either Collateral
         Agreement shall cease, for any reason, to be in full force and effect
         or any Loan Party or any Affiliate of any Loan Party shall so assert;

                  (n) any Lien purported to be created under any Security
         Document shall cease to be, or shall be asserted by any Loan Party or
         any Affiliate of any Loan Party not to be, a valid and perfected Lien
         on any Collateral (other than immaterial Collateral), with the priority
         required by the applicable Security Document;

                  (o) the Subordinated Debt or any Guarantees thereof shall
         cease, for any reason, to be validly subordinated to the Obligations or
         the obligations of the Subsidiary Guarantors under the Collateral
         Agreements, as the case may be, as provided in the Subordinated Debt
         Documents, or any Loan Party, any Affiliate of any Loan Party, the
         trustee in respect of the Subordinated Debt or the holders of at least
         25% in aggregate principal amount of the Subordinated Debt shall so
         assert; or

                  (p) a Change of Control shall occur;


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


                                       62
<PAGE>   68

due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

                                  ARTICLE VIII
                            The Administrative Agent

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

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

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the
Loan Documents that the Administrative Agent is required to exercise in writing
by the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 9.2), and (c)
except as expressly set forth in the Loan Documents, the Administrative Agent
shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower or any of its Subsidiaries
that is communicated to or obtained by the bank serving as Administrative Agent
or any of its Affiliates in any capacity. The Administrative Agent shall not be
liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
9.2) or in the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall not be deemed not to have knowledge of any Default
unless and until written notice thereof is given to the Administrative Agent by
the Borrower or a Lender, and the Administrative Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or in
connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

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


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<PAGE>   69

independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

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

                  Subject to the appointment and acceptance of a successor to
the Administrative Agent as provided in this paragraph, the Administrative Agent
may resign at any time by notifying the Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor. If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank with an office in New York,
New York, or an Affiliate of any such bank. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.3 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

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

                  The Documentation Agent shall not have any duties or
responsibilities hereunder in its capacity as such.


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<PAGE>   70

                                   ARTICLE IX

                                  Miscellaneous

                  SECTION 9.1 Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (a) if to the Borrower, to it at 700 Terrace Point Drive,
         Muskegon, Michigan 49443, Attention of Treasurer and Chief Financial
         Officer (Telecopy No. 231-724-5302);

                  (b) if to the Administrative Agent, to The Chase Manhattan
         Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th
         Floor, New York, New York 10081, Attention of Doris Mesa (Telecopy No.
         212-552-5650), with a copy to The Chase Manhattan Bank, 270 Park
         Avenue, New York, New York 10017, Attention of Tina Ruyter (Telecopy
         No. 212-270-5120); and

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


Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

                  SECTION 9.2 Waivers; Amendments. (a) No failure or delay by
the Administrative Agent or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any Default
or Event of Default, regardless of whether the Administrative Agent or any
Lender may have had notice or knowledge of such Default at the time.

                  (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or, in the case of any
other Loan Document, pursuant to an agreement or agreements in writing entered
into by the Administrative Agent and the Loan Party or Loan Parties that are
parties thereto, in each case with the consent of the Required Lenders; provided
that no such agreement shall (i) increase the Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any Loan
or LC Disbursement, or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender directly affected
thereby, (iii) postpone the scheduled date of payment of the principal amount of
any Loan or LC Disbursement, or any interest thereon, or any fees payable


                                       65
<PAGE>   71

hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender directly affected thereby, (iv) require any Lender to
make Loans having an Interest Period of one year or longer, without the written
consent of such Lender, (v) reduce the amount of Net Proceeds or Excess Cash
Flow required to be applied to prepay Loans under this Agreement, without the
written consent of the Majority Facility Lenders under each Facility, (vi)
amend, modify or waive any provision of this Agreement in any manner that would
change the application of mandatory prepayments hereunder without the written
consent of the Majority Facility Lenders in respect of each Facility adversely
affected thereby, (vii) amend, modify or waive any provision of Section 2.12
without the written consent of the Majority Facility Lenders in respect of each
Facility adversely affected thereby, (viii) change any of the provisions of this
Section or the definition of "Required Lenders" or any other provision of any
Loan Document specifying the number or percentage of Lenders (or Lenders of any
Class) required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of
each Lender (or each Lender of such Class, as the case may be), (ix) release all
or substantially all of the Subsidiary Guarantors from their Guarantees under
the Guarantee and Collateral Agreement (except as expressly provided in the Loan
Documents), without the written consent of each Lender, or (x) release all or
substantially all of the Collateral from the Liens of the Security Documents
(except as expressly provided in the Loan Documents), without the written
consent of each Lender.

                  SECTION 9.3 Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication of the credit facilities provided for herein, the preparation
and administration of the Loan Documents or any amendments, modifications or
waivers of the provisions thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), including the reasonable fees and
disbursements of counsel to the Administrative Agent, with statements with
respect to the foregoing to be submitted to the Borrower prior to the
Amendment/Restatement Effective Date (in the case of amounts to be paid on the
Amendment/Restatement Effective Date) and from time to time thereafter on a
quarterly basis or such other periodic basis as the Administrative Agent shall
deem appropriate, (ii) all reasonable out-of-pocket expenses incurred by the
Issuing Lender in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent or any Lender,
including the fees, charges and disbursements of any counsel for the
Administrative Agent or any Lender, in connection with the enforcement or
protection of its rights in connection with the Loan Documents, including its
rights under this Section, or in connection with the Loans made or Letters of
Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit.

                  (b) The Borrower shall indemnify the Administrative Agent and
each Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an "Indemnitee") against, and hold each Indemnitee harmless
from, any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever, including the fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution, delivery, enforcement,
performance and administration of any Loan Document or any other agreement,
letter or instrument delivered in connection with the transactions contemplated
hereby, the performance by the parties to the Loan Documents of their respective
obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use
of the proceeds therefrom (including any refusal by the Issuing Lender to honor
a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials


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<PAGE>   72

on or from any property currently or formerly owned or operated by the Borrower
or any of its Subsidiaries, or any Environmental Liability related in any way to
the Borrower or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee.

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative Agent, the Issuing Lender or the
Swingline Lender under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent, the Issuing Lender or the
Swingline Lender, as the case may be, such Lender's pro rata share (determined
as of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount; provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent, the Issuing
Lender or the Swingline Lender in its capacity as such. For purposes hereof, a
Lender's "pro rata share" shall be determined based upon its share of the sum of
the total Revolving Exposures, outstanding Term Loans and unused Commitments at
the time; provided that in the case of amounts owing to the Issuing Lender or
the Swingline Lender, in each case in its capacity as such, a Lender's "pro
rata" share shall be determined based solely upon its share of the sum of
Revolving Exposures and unused Commitments at the time.

                  (d) To the extent permitted by applicable law, the Borrower
shall not assert, and hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.

                  (e) All amounts due under this Section shall be payable not
later than 15 days after written demand therefor. Statements payable by the
Borrower pursuant to this Section shall be sent to Attention of Treasurer and
Chief Financial Officer (Telephone No. 231-724-5000) (Telecopy No.
231-724-5302), at the address of the Borrower set forth in Section 9.1, or to
such other Person or address as may be hereafter designated by the Borrower in a
written notice to the Administrative Agent.

                  SECTION 9.4 Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

                  (b) Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment to a Lender or a Lender Affiliate, each
of the Borrower and the Administrative Agent must give their prior written
consent to such assignment (which consent shall not be unreasonably withheld or
delayed), (ii) except in the case of an assignment to a Lender or a Lender
Affiliate or an assignment of the entire remaining amount of the assigning
Lender's Commitment or Loans, the amount of the Commitment or Loans of the
assigning Lender subject to each


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<PAGE>   73

such assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not
(x) in the case of an assignment of a Revolving Commitment, Revolving Loan or a
Tranche A Term Loan, be less than $5,000,000, and (y) in the case of an
assignment of a Tranche B Term Loan or a Tranche C Term Loan, be less than
$1,000,000, unless the Borrower and the Administrative Agent otherwise consent,
(iii) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of $3,500 (which fee need not be paid in the case of any
assignment by a Lender to an Affiliate of such Lender), and (iv) the assignee,
if not already a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire; and provided further that any consent of the
Borrower otherwise required under this paragraph shall not be required if an
Event of Default under paragraph (a), (b), (h) or (i) of Article VII has
occurred and is continuing. Any such assignment need not be ratable as among the
Facilities. Subject to acceptance and recording thereof pursuant to paragraph
(d) of this Section, from and after the effective date specified in each
Assignment and Acceptance the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
2.16, 2.17, 2.18 and 9.3). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (e) of
this Section.

                  (c) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices in The City of New
York a copy of each Assignment and Acceptance delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount of the Loans (whether or not evidenced by a promissory
note) and LC Disbursements owing to, each Lender pursuant to the terms hereof
from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary.

                  (d) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee is already a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph. Any assignment or
transfer of all or part of a Loan evidenced by a promissory note shall be
registered as to both principal and interest on the Register only upon surrender
for registration of assignment or transfer of the promissory note evidencing
such loan, accompanied by a duly executed Assignment and Acceptance, and
thereupon one or more new promissory notes in the same aggregate principal
amount shall be issued to the designated Assignee and the old promissory notes
shall be returned by the Administrative Agent to the Borrower marked
"cancelled".

                  (e) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance


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<PAGE>   74

of such obligations and (iii) the Borrower, the Administrative Agent and the
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. In no
event shall any Participant under any such participation have any right to
approve any amendment or waiver of any provision of any Loan Document, or any
consent to any departure by any Loan Party therefrom, except to the extent that
such amendment, waiver or consent would reduce the principal of, or interest on,
the Loans or any fees payable hereunder, or postpone the date of the final
maturity of the Loans, in each case to the extent subject to such participation.
Subject to paragraph (f) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.16, 2.17 and 2.18 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section provided that, in the case
of Section 2.18, such Participant shall have complied with the requirements of
said section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 9.8 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.19(c) as though it were a
Lender.

                  (f) A Participant shall not be entitled to receive any greater
payment under Section 2.16 or 2.18 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent.

                  (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto. In the case of any Lender that is a fund that invests in bank
loans, such Lender may, without the consent of the Borrower or the
Administrative Agent, assign or pledge all or any portion of any instrument
evidencing its rights as a Lender under this Agreement to any trustee for, or
any other representative of, holders of obligations owed or securities issued,
by such fund, as security for such obligations or securities; provided that any
foreclosure or similar action by such trustee or representative shall be subject
to the provisions of this Section 9.4 concerning assignments.

                  SECTION 9.5 Survival. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative
Agent or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated. The provisions of
Sections 2.16, 2.17, 2.18 and 9.3 and Article VIII shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this
Agreement or any provision hereof.

                  SECTION 9.6 Counterparts; Integration. This Agreement may be
executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Loan Document and any separate letter agreements with respect to fees payable to
the Administrative Agent constitute the entire contract among the parties
relating to the subject matter hereof


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<PAGE>   75

and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof. This Agreement shall be binding
upon and inure to the benefit of the parties hereto (including the Lenders) and
their respective successors and assigns. Delivery of an executed counterpart of
a signature page of this Agreement by telecopy shall be effective as delivery of
a manually executed counterpart of this Agreement.

                  SECTION 9.7 Severability. Any provision of this Agreement held
to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  SECTION 9.8 Right of Setoff. If an Event of Default shall have
occurred and be continuing, 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 obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

                  SECTION 9.9 Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

                  (b) The Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to any Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in
such Federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or any other Loan Document shall affect any right that
the Administrative Agent or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against the
Borrower or its properties in the courts of any jurisdiction.

                  (c) The Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, (i) any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any other
Loan Document in any court referred to in paragraph (b) of this Section, (ii)
the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court and (iii) any right it may have to claim or recover
in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages.

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.1. Nothing in
this Agreement or any other Loan Document will affect the right of any party to
this Agreement to serve process in any other manner permitted by law.


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<PAGE>   76

                  SECTION 9.10 Acknowledgements. The Borrower hereby
acknowledges that:

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

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

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

                  SECTION 9.11 Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12 Confidentiality. Each of the Administrative Agent
and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its Related
Parties, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any Governmental
Authority or rating agency, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section,
to any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement, (g) to
any direct or indirect contractual counterparty in Hedging Agreements or other
swap agreements relating to this Agreement or such counterparty's professional
advisor, (h) with the consent of the Borrower, and (i) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent or any Lender
on a nonconfidential basis from a source other than the Borrower. For the
purposes of this Section, "Information" means all information received from the
Borrower relating to the Borrower or its business, other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by the Borrower; provided that such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

                  SECTION 9.13 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF


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<PAGE>   77

LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.14 Release of Collateral. On the first date (the
"Release Date") on which the outstanding Indebtedness under this Agreement is
rated "Baa3" or better by Moody's and "BBB-" or better by S&P, so long as no
Event of Default exists on such date, all Collateral (other than Pledged Stock
(as defined in each of the Collateral Agreements)) shall be released from the
Liens created by the Collateral Agreements (all such released Collateral being
the "Released Collateral"), all without delivery of any instrument or
performance of any act by any party, and all rights to the Released Collateral
shall revert to the Loan Parties. At the request and sole expense of any Loan
Party following any such release, the Collateral Agent shall deliver to such
Loan Party any Released Collateral held by the Collateral Agent under the
Collateral Agreements, and execute and deliver to such Loan Party such documents
as such Loan Party shall reasonably request to evidence such release.


                                       72
<PAGE>   78

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

                                     SPX CORPORATION

                                     By________________________________________
                                     Name:
                                     Title:


                                     THE CHASE MANHATTAN BANK,
                                     as Administrative Agent

                                     By________________________________________
                                     Name:
                                     Title:


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

                                     By________________________________________
                                     Name:
                                     Title:


                                       73