<PAGE>   1
                                                                 EXHIBIT 4.14(a)


                                  Attachment 1




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

                                  $300,000,000
                                    CONFORMED
                           FIVE-YEAR CREDIT AGREEMENT

                     dated as of November 5, 1999 as amended
                          through the Fourth Amendment

                            dated as of July 17, 2001

                                      among


                              INTERMET CORPORATION,

                           THE LENDERS LISTED HEREIN,


                             THE BANK OF NOVA SCOTIA

                             as Administrative Agent


                               BANK ONE, MICHIGAN
                              as Syndication Agent

                                       and

                                  SUNTRUST BANK
                             as Documentation Agent


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


<PAGE>   2

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                        PAGE

<S>                                                                                     <C>
ARTICLE I.        DEFINITIONS; CONSTRUCTION.................................................1

        Section 1.01.     Definitions.......................................................1

        Section 1.02.     Accounting Terms and Determination...............................22

        Section 1.03.     Other Definitional Terms.........................................23

        Section 1.04.     Exhibits and Schedules...........................................23

ARTICLE II.       SYNDICATED LOANS, SWINGLINE LOANS AND LETTERS OF CREDIT..................23

        Section 2.01.     Commitments; Use of Proceeds.....................................23

        Section 2.02.     Notes; Repayment of Principal....................................24

        Section 2.03.     Voluntary Reduction of Commitments...............................24

        Section 2.04.     Letter of Credit Facility........................................24

        Section 2.05.     Notice of Issuance of Letter of Credit; Agreement to Issue.......24

        Section 2.06.     Payment of Amounts drawn under Letters of Credit.................25

        Section 2.07.     Payment by Lenders...............................................26

        Section 2.08.     Swingline Loans..................................................26

ARTICLE III.      GENERAL LOAN AND LETTER OF CREDIT TERMS..................................28

        Section 3.01.     Funding Notices/Notices of Outstanding Loans.....................28

        Section 3.02.     Disbursement of Funds............................................29

        Section 3.03.     Interest.........................................................30

        Section 3.04.     Interest Periods.................................................31

        Section 3.05.     Fees.............................................................32

        Section 3.06.     Voluntary and Mandatory Prepayments of Borrowings................32

        Section 3.07.     Payments Mandatory Reduction of Commitments, etc.................34

        Section 3.08.     Interest Rate Not Ascertainable, etc.............................36

        Section 3.09.     Illegality.......................................................36

        Section 3.10.     Increased Costs..................................................37

        Section 3.11.     Lending Offices..................................................39

        Section 3.12.     Funding Losses...................................................39

        Section 3.13.     Assumptions Concerning Funding of Eurodollar Advances............39

        Section 3.14.     Apportionment of Payments........................................40

        Section 3.15.     Sharing of Payments, Etc.........................................40
</TABLE>



                                       -i-
<PAGE>   3

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                        PAGE

<S>                                                                                     <C>
        Section 3.16.     Benefits to Guarantors...........................................40

        Section 3.17.     Limitation on Certain Payment Obligations........................40

        Section 3.18.     Letter of Credit Obligations Absolute............................41

        Section 3.19.     Failure to Maintain Minimum Required Rating......................42

ARTICLE IV.       CONDITIONS TO BORROWINGS/FOURTH AMENDMENT DATE...........................42

        Section 4.01.     Conditions Precedent to Fourth Amendment Date....................42

        Section 4.02.     Conditions to All Loans and Letters of Credit....................45

ARTICLE V.        REPRESENTATIONS AND WARRANTIES...........................................46

        Section 5.01.     Corporate Existence; Compliance with Law.........................46

        Section 5.02.     Corporate Power; Authorization...................................46

        Section 5.03.     Enforceable Obligations..........................................46

        Section 5.04.     No Legal Bar.....................................................46

        Section 5.05.     No Material Litigation or Investigations.........................46

        Section 5.06.     Investment Company Act, Etc......................................47

        Section 5.07.     Margin Regulations...............................................47

        Section 5.08.     Compliance With Environmental Laws...............................47

        Section 5.09.     Insurance........................................................48

        Section 5.10.     No Default.......................................................48

        Section 5.11.     No Burdensome Restrictions.......................................48

        Section 5.12.     Taxes............................................................48

        Section 5.13.     Subsidiaries.....................................................48

        Section 5.14.     Financial Statements.............................................48

        Section 5.15.     ERISA............................................................49

        Section 5.16.     Patents, Trademarks, Licenses, Etc...............................50

        Section 5.17.     Ownership of Property............................................50

        Section 5.18.     Financial Condition..............................................50

        Section 5.19.     Labor Matters....................................................51

        Section 5.20.     Payment or Dividend Restrictions.................................51

        Section 5.21.     Disclosure.......................................................51

        Section 5.22.     Security Documents...............................................51
</TABLE>



                                      -ii-
<PAGE>   4

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                        PAGE

<S>                                                                                     <C>
ARTICLE VI.       AFFIRMATIVE COVENANTS....................................................51

        Section 6.01.     Corporate Existence, Etc.........................................51

        Section 6.02.     Compliance with Laws, Etc........................................52

        Section 6.03.     Payment of Taxes and Claims, Etc.................................52

        Section 6.04.     Keeping of Books.................................................52

        Section 6.05.     Visitation, Inspection, Etc......................................52

        Section 6.06.     Insurance; Maintenance of Properties.............................52

        Section 6.07.     Reporting Covenants..............................................53

        Section 6.08.     Financial Covenants..............................................56

        Section 6.09.     Notices Under Certain Other Indebtedness.........................58

        Section 6.10.     Additional Credit Parties and Collateral.........................58

        Section 6.11.     Mortgages........................................................59

        Section 6.12.     Foreign Pledges..................................................60

        Section 6.13.     Control Agreements...............................................60

ARTICLE VII.      NEGATIVE COVENANTS.......................................................60

        Section 7.01.     Indebtedness.....................................................60

        Section 7.02.     Liens............................................................61

        Section 7.03.     Mergers, Acquisitions, Divestitures..............................62

        Section 7.04.     Asset Sales......................................................63

        Section 7.05.     Dividends, Etc...................................................64

        Section 7.06.     Investments, Loans, Etc..........................................65

        Section 7.07.     Sale and Leaseback Transactions..................................66

        Section 7.08.     Transactions with Affiliates.....................................66

        Section 7.09.     Prepayments of Subordinated Debt in Violation Thereof............66

        Section 7.10.     Changes in Business..............................................66

        Section 7.11.     Limitation on Payment Restrictions Affecting Consolidated
                          Companies........................................................67

        Section 7.12.     Actions Under Certain Documents..................................67

        Section 7.13.     Fiscal Year......................................................67

        Section 7.14.     Deposit Accounts.................................................67

        Section 7.15.     Receivables Facility.............................................67
</TABLE>



                                      -iii-
<PAGE>   5

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                        PAGE

<S>                                                                                     <C>
        Section 7.16.     Foreign Holding Companies........................................68

ARTICLE VIII.     EVENTS OF DEFAULT........................................................68

        Section 8.01.     Payments.........................................................68

        Section 8.02.     Covenants Without Notice.........................................68

        Section 8.03.     Other Covenants..................................................68

        Section 8.04.     Representations..................................................68

        Section 8.05.     Non-Payments of Other Indebtedness...............................68

        Section 8.06.     Defaults Under Other Agreements..................................69

        Section 8.07.     Bankruptcy.......................................................69

        Section 8.08.     ERISA............................................................70

        Section 8.09.     Money Judgment...................................................70

        Section 8.10.     Ownership of Credit Parties......................................70

        Section 8.11.     Change in Control of the Borrower................................71

        Section 8.12.     Default Under Other Credit Documents.............................71

        Section 8.13.     Attachments......................................................71

        Section 8.14.     Default Under the Term Loan Agreement............................71

        Section 8.15.     Impairment of Security, etc......................................71

ARTICLE IX.       THE ADMINISTRATIVE AGENT.................................................72

        Section 9.01.     Appointment of Administrative Agent..............................72

        Section 9.02.     Authorization of Administrative Agent with Respect to the
                          Security Documents...............................................72

        Section 9.03.     Nature of Duties of Administrative Agent.........................73

        Section 9.04.     Lack of Reliance on the Administrative Agent.....................73

        Section 9.05.     Certain Rights of the Administrative Agent.......................73

        Section 9.06.     Reliance by Administrative Agent.................................74

        Section 9.07.     Indemnification of Administrative Agent..........................74

        Section 9.08.     The Administrative Agent in its Individual Capacity..............74

        Section 9.09.     Holders of Notes.................................................74

        Section 9.10.     Successor Administrative Agent...................................75

        Section 9.11.     Other Agents.....................................................75

        Section 9.12.     Exculpation......................................................75
</TABLE>



                                      -iv-
<PAGE>   6

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                        PAGE

<S>                                                                                     <C>
        Section 9.13.     Defaults.........................................................76

ARTICLE X.        MISCELLANEOUS............................................................76

        Section 10.01.    Notices..........................................................76

        Section 10.02.    Amendments, Etc..................................................76

        Section 10.03.    No Waiver; Remedies Cumulative...................................77

        Section 10.04.    Payment of Expenses, Etc.........................................77

        Section 10.05.    Right of Setoff..................................................79

        Section 10.06.    Benefit of Agreement.............................................79

        Section 10.07.    Governing Law; Submission to Jurisdiction; Waiver of Jury
                          Trial............................................................82

        Section 10.08.    Independent Nature of Lenders' Rights............................83

        Section 10.09.    Counterparts.....................................................83

        Section 10.10.    Effectiveness; Survival..........................................83

        Section 10.11.    Severability.....................................................84

        Section 10.12.    Independence of Covenants........................................84

        Section 10.13.    Change in Accounting Principles, Fiscal Year or Tax Laws.........84

        Section 10.14.    Headings Descriptive; Entire Agreement...........................84

        Section 10.15.    References to Existing Loan Agreement............................84
</TABLE>


                                      -v-
<PAGE>   7


<TABLE>
<CAPTION>
                                    SCHEDULES
                                    ---------

<S>                   <C>
SCHEDULE 1            Commitments
SCHEDULE 1.01         Pricing Schedule
SCHEDULE 5.01         Organization and Ownership of Subsidiaries
SCHEDULE 5.01(a)      Lack of Qualification
SCHEDULE 5.02         Authorization
SCHEDULE 5.05         Certain Pending and Threatened Litigation
SCHEDULE 5.08         Environmental Matters
SCHEDULE 5.11         Burdensome Restrictions
SCHEDULE 5.12         Tax Filings and Payments
SCHEDULE 5.15         Employee Benefit Matters
SCHEDULE 5.16         Patent, Trademark, License, and Other Intellectual Property Matters
SCHEDULE 5.17         Ownership of Properties
SCHEDULE 5.20         Dividend Restrictions
SCHEDULE 7.01         Existing Indebtedness
SCHEDULE 7.02         Existing Liens
SCHEDULE 7.06         Existing Investments
SCHEDULE 7.07         Permitted Sale and Leaseback Transactions
SCHEDULE 10.01        Notice Information
</TABLE>

<TABLE>
<CAPTION>
                                    EXHIBITS
                                    --------

<S>                   <C>
EXHIBIT A             -      Form of Revolving Credit Note
EXHIBIT B             -      Form of Swingline Note
EXHIBIT C             -      Form of Letter of Credit Application
EXHIBIT D-1           -      Form of Notice of Borrowing
EXHIBIT D-2           -      Form of Notice of Conversion/Continuation
EXHIBIT D-3           -      Form of Notice of Outstanding Loans
EXHIBIT E-1           -      Form of Guaranty Agreement
EXHIBIT E-2           -      Form of Borrower Pledge and Security Agreement
EXHIBIT E-3           -      Form of Subsidiary Pledge and Security Agreement
EXHIBIT F             -      Form of Closing Certificate
EXHIBIT G-1           -      Form of Opinion of Honigman Miller Schwartz and Cohn LLP
EXHIBIT G-2           -      Form of Opinion of Foley & Lardner
EXHIBIT G-3           -      Form of Opinion of Kilpatrick Stockton LLP
EXHIBIT G-4           -      Form of Opinion of Mayer, Brown & Platt
EXHIBIT G-5           -      Form of Opinion of Local Real Estate Counsel
EXHIBIT H             -      Form of Assignment and Acceptance
EXHIBIT I             -      Form of Compliance Certificate
EXHIBIT J             -      Form of Mortgage
EXHIBIT K             -      Form of Control Agreement
</TABLE>


                                      -vi-
<PAGE>   8


                                  $300,000,000
                               CONFORMED FIVE YEAR
                                CREDIT AGREEMENT


        THIS $300,000,000 CONFORMED FIVE YEAR CREDIT AGREEMENT made and entered
into as of November 5, 1999 as amended through the Fourth Amendment dated as of
July 17, 2001, by and among INTERMET CORPORATION, a Georgia corporation (the
"Borrower"), THE BANK OF NOVA SCOTIA, a Canadian chartered bank ("Scotia
Capital"), acting through its Atlanta Agency, the other banks and lending
institutions listed on the signature pages hereof, and any assignees of Scotia
Capital, or such other banks and lending institutions which become "Lenders" as
provided herein (Scotia Capital, and such other banks, lending institutions, and
assignees referred to collectively herein as the "Lenders"), Scotia Capital in
its capacities as administrative agent and collateral agent for the Lenders and
each successor agent for such Lenders as may be appointed from time to time
pursuant to Article IX hereof (the "Administrative Agent"), BANK ONE, MICHIGAN,
as Syndication Agent, SUNTRUST BANK ("SunTrust"), as Documentation Agent,
COMERICA BANK, as Managing Agent, and THE BANK OF NEW YORK, HARRIS TRUST AND
SAVINGS BANK and PNC BANK, NATIONAL ASSOCIATION, as Co-Agents (the
Administrative Agent, the Syndication Agent, the Documentation Agent, the
Managing Agent and the Co-Agents are herein referred to individually as an
"Agent" and collectively as the "Agents").

               WHEREAS, the Borrower has requested, and the Administrative Agent
and the other Agents and the Lenders have agreed, subject to the terms and
conditions of this Agreement, to make available to the Borrower a revolving
credit facility with a letter of credit subfacility and a swingline loan
subfacility;

               NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Borrower, the Lenders, the Administrative Agent
and the other Agents agree, upon the terms and subject to the conditions set
forth herein as follows:


                                   ARTICLE I.

                            DEFINITIONS; CONSTRUCTION

                SECTION 1.01. DEFINITIONS. In addition to the other terms
defined herein, the following terms used herein shall have the meanings herein
specified (to be equally applicable to both the singular and plural forms of the
terms defined):

               "Acquisition" shall mean any transaction, or any series of
related transactions, by which the Borrower and/or any of its Subsidiaries
directly or indirectly (a) acquires any ongoing business or all or substantially
all of the assets of any Person or division thereof, whether through purchase of
assets, merger or otherwise, (b) acquires (in one transaction or as the most
recent transaction in a series of transactions) control of at least a majority
in ordinary voting power of the securities of a Person which have ordinary
voting power for the election of directors or (c) otherwise acquires control of
a 50% or more ownership interest in any such Person.



<PAGE>   9

               "Adjusted LIBO Rate" shall mean, with respect to each Interest
Period for a Eurodollar Advance, the rate per annum (rounded upwards, if
necessary, to the nearest 1/16 of 1%) determined pursuant to the following
formula:

                  Adjusted LIBO Rate =         LIBOR
                                               ------------------------
                                               1.00 - LIBOR Reserve Percentage

As used herein, LIBOR Reserve Percentage shall mean, for any Interest Period for
a Eurodollar Advance, the reserve percentage (expressed as a decimal) equal to
the then stated maximum rate of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental, special or other reserves)
applicable to any member bank of the Federal Reserve System in respect of
Eurocurrency liabilities as defined in Regulation D (or against any successor
category of liabilities as defined in Regulation D).

               "Administrative Agent" shall have the meaning set forth in the
preamble.

               "Advance" shall mean any principal amount advanced and remaining
outstanding at any time under (i) the Syndicated Loans, which Advances shall be
made or outstanding as Base Rate Advances or Eurodollar Advances, as the case
may be and (ii) the Swingline Loans, which Advances shall be made or outstanding
as Base Rate Advances, including, in each case, amounts advanced under the
Existing Loan Agreement.

               "Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by, or under common control with, such
Person, whether through the ownership of voting securities, by contract or
otherwise. For purposes of this definition, "control" (including with
correlative meanings, the terms "controlling", "controlled by", and "under
common control with") as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person.

               "Agent" or "Agents" shall have the meaning set forth in the
preamble.

               "Agreement" shall mean this Conformed Five-Year Credit Agreement,
as amended, modified, restated, or supplemented from time to time.

               "Applicable Commitment Fee Percentage" shall mean (a) prior to
the Term Loan Payoff Date, (i) 0.500% through December 19, 2001, (ii) 0.750%
from December 20, 2001 through June 19, 2002 and (iii) 1.000% thereafter, and
(b) from and after the Term Loan Payoff Date, the percentage determined from
time to time according to the Pricing Grid on Schedule 1.01 based on the
Borrower's ratio of Funded Debt to Consolidated EBITDA as of the end of each
Fiscal Quarter, with any change to the Applicable Commitment Fee Percentage to
be immediately effective on the 60th day of the next Fiscal Quarter thereafter
provided, that if the Borrower fails to deliver its financial statements for any
preceding Fiscal Quarter pursuant to Section 6.07 prior to the 60th day of the
then-current Fiscal Quarter, the Applicable Commitment Fee Percentage shall be
1.00% until such financial statements are delivered.

               "Applicable Margin" shall mean with respect to all outstanding
Eurodollar Advances and Letter of Credit Obligations (a) prior to the Term Loan
Payoff Date, (i) 3.000%



                                       2
<PAGE>   10

through December 19, 2001, (ii) 3.250% from December 20, 2001 through June 19,
2002 and (iii) 3.500% thereafter, and (b) from and after the Term Loan Payoff
Date, the percentage determined from time to time according to the Pricing Grid
on Schedule 1.01 based on the Borrower's ratio of Funded Debt to Consolidated
EBITDA as of the end of each Fiscal Quarter, with any change to the Applicable
Margin to be immediately effective on the 60th day of the next Fiscal Quarter
thereafter, provided that if the Term Loan Payoff Date occurs during the period
beginning on December 20, 2001 and ending on June 19, 2002, the Applicable
Margin with respect to all outstanding Eurodollar Advances and Letter of Credit
Obligations shall be increased by 0.250% over such percentage determined
according to the Pricing Grid, and if the Term Loan Payoff Date does not occur
before June 20, 2002, the Applicable Margin with respect to all outstanding
Eurodollar Advances and Letter of Credit Obligations shall be increased by
0.500% over such percentage determined according to the Pricing Grid; and
provided further, that if the Borrower fails to deliver its financial statements
for any preceding Fiscal Quarter pursuant to Section 6.07 prior to the 60th day
of the then-current Fiscal Quarter, the Applicable Margin with respect to
Eurodollar Advances and Letter of Credit Obligations shall be 3.500% until such
financial statements are delivered.

               "Asset Sale" shall mean any sale or other disposition (or a
series of related sales or other dispositions), including without limitation,
loss, damage, destruction or taking, by any Consolidated Company to any Person
other than a Consolidated Company, of any property or asset (including Capital
Securities but excluding the issuance and sale by the Borrower of its own
Capital Securities) which together with all other Asset Sales after the Fourth
Amendment Date have an aggregate Asset Value in excess of $1,000,000, other than
sales or other dispositions made in the ordinary course of business of any
Consolidated Company.

               "Asset Value" shall mean, with respect to any property or asset
of any Consolidated Company as of any particular date, an amount equal to the
greater of (i) the then book value of such property or asset as established in
accordance with GAAP, and (ii) the then fair market value of such property or
asset as determined in good faith by such Consolidated Company.

               "Assignment and Acceptance" shall mean an assignment and
acceptance entered into by a Lender and an Eligible Assignee in accordance with
the terms of this Agreement and substantially in the form of Exhibit H.

               "Bankruptcy Code" shall mean The Federal Bankruptcy Reform Act of
1978, as amended and in effect from time to time (11 U.S.C. Section 101 et
seq.).

               "Base Rate" shall mean the higher of (with any change in the Base
Rate to be effective as of the date of change of either of the following rates):

                  (a) the rate of interest then most recently established by the
         Administrative Agent in New York from time to time to be its base rate
         for Dollars loaned in the United States, as in effect from time to
         time, and

                  (b) the Federal Funds Rate, as in effect from time to time,
         plus one-half of one percent (0.50%) per annum.



                                       3
<PAGE>   11

The Administrative Agent's base rate is a reference rate and does not
necessarily represent the lowest or best rate charged to customers; the
Administrative Agent may make commercial loans or other loans at rates of
interest at, above or below the Administrative Agent's base rate.

               "Base Rate Advance" shall mean an Advance made or outstanding as
(i) a Syndicated Loan or Swingline Loan bearing interest based on the Base Rate,
or (ii) an Advance bearing interest at the rate agreed upon between the Borrower
and the Lenders pursuant to Section 3.08, Section 3.09 or Section 3.10.

               "Base Rate Margin" shall mean, with respect to all outstanding
Base Rate Advances, (a) prior to the Term Loan Payoff Date, (i) 2.000% through
December 19, 2001, (ii) 2.250% from December 20, 2001 through June 19, 2002 and
(iii) 2.500% thereafter, and (b) from and after the Term Loan Payoff Date, the
percentage determined from time to time according to the Pricing Grid on
Schedule 1.01 based on the Borrower's ratio of Funded Debt to Consolidated
EBITDA as of the end of each Fiscal Quarter, with any change to the Base Rate
Margin to be immediately effective on the 60th day of the next Fiscal Quarter
thereafter, provided that if the Term Loan Payoff Date occurs during the period
beginning on December 20, 2001 and ending on June 19, 2002, the Base Rate Margin
with respect to all outstanding Base Rate Advances shall be increased by an
additional 0.250%, and if the Term Loan Payoff Date does not occur before June
20, 2002, the Base Rate Margin with respect to all outstanding Base Rate
Advances shall be increased by an additional 0.500%; and provided further that
if the Borrower fails to deliver its financial statements for any preceding
Fiscal Quarter pursuant to Section 6.07 prior to the 60th day of the next Fiscal
Quarter the Base Rate Margin with respect to Base Rate Advances shall be 2.500%
until such financial statements are delivered.

               "Borrower" shall have the meaning set forth in the preamble.

               "Borrower Pledge and Security Agreement" shall mean the Borrower
Pledge and Security Agreement, dated as of even date herewith, executed by the
Borrower in favor of the Collateral Agent, for the benefit of the Secured
Parties, substantially in the form of Exhibit E-2, as the same may be amended,
restated or supplemented from time to time.

               "Borrowing" shall mean the incurrence by the Borrower under any
Facility of Advances of one Type concurrently having the same Interest Period or
the continuation or conversion of an existing Borrowing or Borrowings in whole
or in part.

               "Business Day" shall mean:

               (a) any day which is neither a Saturday or Sunday nor a legal
holiday on which banks are required or authorized to close in Atlanta, Georgia
or New York, New York; and

               (b) relative to the making, continuing, prepaying or repaying of
any Eurodollar Advances, any day on which trading is carried on by and between
banks in deposits of Dollars in the London interbank market.

               "Capital Expenditures" shall mean, for any period, the aggregate
amount of all (a) expenditures of the Consolidated Companies for fixed or
capital assets made during such period



                                       4
<PAGE>   12

which, in accordance with GAAP, would be classified as capital expenditures and
(b) Capitalized Lease Liabilities incurred by the Consolidated Companies during
such period.

               "Capital Securities" shall mean, with respect to any Person, all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's capital, whether now outstanding
or issued after the Fourth Amendment Date.

               "Capitalized Lease Liabilities" means all monetary obligations of
the Consolidated Companies under any leasing or similar arrangement which have
been (or, in accordance with GAAP, should be) classified as capitalized leases,
and for purposes of each Credit Document the amount of such obligations shall be
the capitalized amount thereof, determined in accordance with GAAP, and the
stated maturity thereof shall be the date of the last payment of rent or any
other amount due under such lease prior to the first date upon which such lease
may be terminated by the lessee without payment of a premium or a penalty.

        "Cash Management Agreement" means any agreement between any Consolidated
Company and any Lender or Affiliate of a Lender for the provision of treasury,
depository, or cash management services or arrangements.

        "Cash Management Obligations" shall mean all obligations and liabilities
of the Consolidated Companies owed to any Lender or any Affiliate of a Lender
arising under or in connection with Cash Management Agreements, including but
not limited to any fees and charges for such services or arrangements and any
automated clearinghouse transfer of funds services or arrangements.

               "Change in Control of the Borrower" shall mean (i) any "person"
or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange
Act) shall become the "beneficial owner(s)" (as defined in said Rule 13d-3) of
more than fifty percent (50%) of the shares of the outstanding Capital
Securities of the Borrower entitled to vote for members of the Borrower's board
of directors on a fully diluted basis, (ii) the individuals who are members of
the board of directors of the Borrower on the Fourth Amendment Date (together
with any new or replacement directors whose initial nomination for election was
approved by a majority of the directors who were either directors on the Fourth
Amendment Date or previously so approved) shall cease to constitute a majority
of the board of directors of the Borrower, or (iii) any event or condition shall
occur or exist which, pursuant to the terms of any Change in Control Provision,
requires or permits the holder(s) of Indebtedness of any Consolidated Company to
require that such Indebtedness be redeemed, repurchased, defeased, prepaid or
repaid, in whole or in part, or the maturity of such Indebtedness to be
accelerated in any respect.

               "Change in Control Provision" shall mean any term or provision
contained in any indenture, debenture, note, or other agreement or document
evidencing or governing Indebtedness of any Consolidated Company evidencing debt
or a commitment to extend loans in excess of $5,000,000 which requires, or
permits the holder(s) of such Indebtedness of such Consolidated Company to
require that such Indebtedness of such Consolidated Company be redeemed,
repurchased, defeased, prepaid or repaid, either in whole or in part, or the
maturity of such Indebtedness of such Consolidated Company be accelerated in any
respect, as a result of a change in ownership of the Capital Securities of such
Consolidated Company or voting rights


                                       5
<PAGE>   13

with respect thereto or a change in the composition of the board of directors of
such Consolidated Company.

               "Closing Date" shall mean November 5, 1999.

               "Code" means the Internal Revenue Code of 1986, and the
regulations, interpretations, rulings and procedures thereunder, in each case as
amended, or otherwise modified from time to time.

               "Collateral" shall have the meaning set forth in the Security
Documents.

               "Collateral Agent" shall mean Scotia Capital in its capacity as
collateral agent for the Lenders and the other Secured Parties.

               "Commitment" shall mean, for any Lender at any time, the amount
of such commitment set forth opposite such Lender's name on Schedule 1, as the
same may be increased or decreased from time to time as a result of any
reduction thereof pursuant to Section 2.03 or Section 3.07(a), any assignment
thereof pursuant to Section 10.06, or any amendment thereof pursuant to Section
10.02.

               "Commitment Fee" shall have the meaning set forth in Section
3.05(a).

               "Compliance Certificate" shall mean a certificate described in
Section 6.07(c).

               "Consolidated Companies" shall mean, collectively, the Borrower
and all of its Subsidiaries.

               "Consolidated EBITDA" shall mean, for any fiscal period of the
Borrower, an amount equal to the sum for such fiscal period of (a) Consolidated
Net Income (Loss) plus, (b) to the extent deducted in determining such
Consolidated Net Income (Loss), (i) taxes based on income, (ii) Consolidated
Interest Expense, (iii) depreciation expense, and (iv) amortization expense,
plus (c) without duplication, the sum of the following items to the extent not
included in Consolidated Net Income (Loss) for such period:

                  (1) the net income (or net loss) for such period of any Person
         which became a Subsidiary during such period (a "New Subsidiary");

                  (2) the net income (or net loss) derived during such period
         from the assets of any plants, divisions or business units acquired by
         any Consolidated Company during such period ("New Assets"); and

                  (3) the sum of the following items to the extent deducted in
         determining net income of any New Subsidiary or derived from any New
         Assets during such period: (w) taxes based on income, (x) Consolidated
         Interest Expense, (y) depreciation expense, and (z) amortization
         expense,

minus (d) the sum of the following items to the extent included in determining
Consolidated Net Income (Loss) for such period:



                                       6
<PAGE>   14

                  (1) the net income (or net loss) for such period of any Person
         which ceased to be a Subsidiary (other than due to merger or
         consolidation with another Consolidated Company) during such period (an
         "Old Subsidiary");

                  (2) the net income (or net loss) derived during such period
         from the assets of any plants, divisions or business units sold or
         otherwise disposed of by any Consolidated Company during such period
         ("Old Assets"); and

                  (3) the sum of the following items to the extent deducted in
         determining net income of any Old Subsidiary or derived from any Old
         Assets during such period: (w) taxes based on income, (x) Consolidated
         Interest Expense, (y) depreciation expense, and (z) amortization
         expense,

all determined on a consolidated basis in accordance with GAAP, provided that
the Borrower may add back to Consolidated EBITDA any non-cash charges incurred
in connection with plant closings, restructurings and downsizings which do not
exceed $30,000,000 in the aggregate.

               For the purposes of calculating any financial definitions based
upon Consolidated EBITDA, the addition or subtraction of any other financial
definitions to or from Consolidated EBITDA shall be calculated with appropriate
adjustment for New Subsidiaries, New Assets, Old Subsidiaries and Old Assets as
is consistent with this definition.

               "Consolidated Interest Expense" shall mean, for any fiscal period
of the Borrower, total interest expense of the Consolidated Companies (including
without limitation, interest expense portion attributable to Capitalized Lease
Liabilities in accordance with GAAP, all commissions, discounts and other fees
and charges owed with respect to bankers acceptance financing, and total
interest expense (whether shown as interest expense or as loss and expenses on
sale of receivables) under a receivables purchase facility) determined on a
consolidated basis in accordance with GAAP.

               "Consolidated Net Income (Loss)" shall mean, for any fiscal
period of the Borrower, the net income (or loss) of the Consolidated Companies
on a consolidated basis for such period (taken as a single accounting period)
determined in conformity with GAAP, but excluding therefrom (to the extent
otherwise included therein) (i) any income or loss of any Person accrued prior
to the date such Person becomes a Subsidiary of the Borrower or is merged into
or consolidated with any Consolidated Company or all or substantially all of
such Person's assets are acquired by any Consolidated Company, and (ii) the
income of any Consolidated Company to the extent that the declaration or payment
of dividends or similar distributions by such Consolidated Company of that
income is not at the time permitted by operation of the terms of its charter or
any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation.

               "Consolidated Net Worth" shall mean, as of any date of
determination, Shareholders' Equity of the Consolidated Companies.

               "Contingent Liability" means any agreement, undertaking or
arrangement by which any Person guarantees, endorses or otherwise becomes or is
contingently liable upon (by direct or indirect agreement, contingent or
otherwise, to provide funds for payment, to supply



                                       7
<PAGE>   15

funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor
against loss) the Indebtedness of any other Person (other than by endorsements
of instruments in the course of collection), or guarantees the payment of
dividends or other distributions upon the Capital Securities of any other
Person. The amount of any Person's obligation under any Contingent Liability
shall (subject to any limitation set forth therein) be deemed to be the
outstanding principal amount of the debt, obligation or other liability
guaranteed thereby.

               "Contractual Obligation" of any Person shall mean any provision
of any security issued by such Person or of any agreement, instrument or
undertaking under which such Person is obligated or by which it or any of the
property owned by it is bound.

               "Control Agreement" shall mean an agreement described in Section
7.14, substantially in the form of Exhibit K.

               "Copyright Security Agreement" shall mean any Copyright Security
Agreement executed and delivered by any Credit Party in favor of the Collateral
Agent for the benefit of the Secured Parties in substantially the form of
Exhibit D to the Security Agreements, as amended, supplemented, amended and
restated or otherwise modified from time to time.

               "Credit Documents" shall mean, collectively, this Agreement, the
Notes, the Fee Letter, the Guaranty Agreement, each Rate Protection Agreement,
each Cash Management Agreement and all Security Documents.

               "Credit Parties" shall mean, collectively, each of the Borrower,
the Guarantors, and every other Person who from time to time executes a Credit
Document with respect to all or any portion of the Obligations.

               "Default" shall mean any condition or event which, with notice or
lapse of time or both, would constitute an Event of Default.

               "Dollar" and "U.S. Dollar" and the sign "$" shall mean lawful
money of the United States of America.

               "Domestic Subsidiary" shall mean each Consolidated Company that
is organized under the laws of the United States or any political subdivision
thereof.

               "Effective Date" shall have the meaning described in Section
10.10.

               "Eligible Assignee" shall mean (i) a commercial bank organized
under the laws of the United States, or any political subdivision thereof,
having, total assets in excess of $1,000,000,000 or (ii) a commercial bank
organized under the laws of any other country which is a member of the
Organization for Economic Cooperation and Development, or any political
subdivision of any such country, and having total assets in excess of
$1,000,000,000 (or its equivalent in other currencies), provided that such bank
is acting through a branch or agency located in the United States or the Cayman
Islands, (iii) any Lender, or (iv) any commercial finance or asset based lending
Affiliate of any such commercial bank or Lender described in the foregoing
clauses (i) through (iii), in each case, which has the Minimum Required Rating,
unless otherwise agreed by the Administrative Agent.



                                       8
<PAGE>   16

               "Environmental Laws" shall mean all federal, state, local and
foreign statutes and codes or regulations, rules or ordinances issued,
promulgated, or approved thereunder, now or hereafter in effect (including,
without limitation, those with respect to asbestos or asbestos containing
material or exposure to asbestos or asbestos containing material), relating to
pollution or protection of the environment and relating to public health and
safety, relating to (i) emissions, discharges, releases or threatened releases
of pollutants, contaminants, chemicals or industrial toxic or hazardous
constituents, substances or wastes, including without limitation, any Hazardous
Substance, petroleum including crude oil or any fraction thereof, any petroleum
product or other waste, chemicals or substances regulated by any Environmental
Law into the environment (including without limitation, ambient air, surface
water, ground water, land surface or subsurface strata), or (ii) the
manufacture, processing, distribution, use, generation, treatment, storage,
disposal, transport or handling of any Hazardous Substance, petroleum including
crude oil or any fraction thereof, any petroleum product or other waste,
chemicals or substances regulated by any Environmental Law, and (iii)
underground storage tanks and related piping, and emissions, discharges and
releases or threatened releases therefrom, such Environmental Laws to include,
without limitation (i) the Clean Air Act (42 U.S.C. Section 7401 et seq.), (ii)
the Clean Water Act (33 U.S.C. Section 1251 et seq.), (iii) the Resource
Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), (iv) the Toxic
Substances Control Act (15 U.S.C. Section 2601 et seq.), (v) the Comprehensive
Environmental Response Compensation and Liability Act, as amended by the
Superfund Amendments and Reauthorization Act (42 U.S.C. Section 9601 et seq.),
and (vi) all applicable national and local laws or regulations with respect to
environmental control (including applicable laws of the Federal Republic of
Germany or any applicable international agreements).

               "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended and in effect from time to time.

               "ERISA Affiliate" shall mean, with respect to any Person, each
trade or business (whether or not incorporated) which is a member of a group of
which that Person is a member and which is under common control within the
meaning of the regulations promulgated under Section 414 of the Code.

               "Eurodollar Advance" shall mean an Advance made or outstanding as
a Syndicated Loan bearing interest based on the Adjusted LIBO Rate.

               "Event of Default" shall have the meaning provided in Article
VIII.

               "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute thereto.

               "Executive Officer" shall mean with respect to any Person, the
President, Chief Executive Officer, Vice Presidents, Chief Financial Officer,
Treasurer, Secretary and any other individual holding comparable offices or
duties.

               "Existing Loan Agreement" shall mean the $300,000,000 Five-Year
Credit Agreement dated as of November 5, 1999, as amended prior to the Fourth
Amendment dated as of July 17, 2001, among the Borrower, the Lenders and the
Agents.



                                       9
<PAGE>   17

               "Facilities" shall mean the Commitments, the Swingline Loan
subfacility or the Letter of Credit subfacility, as the context may indicate.

               "Fair Market Value" shall mean with respect to any asset or
property, the price which could be negotiated in an arm's-length free market
transaction, for cash, between a willing seller and a willing buyer, neither of
whom is under undue pressure or compulsion to complete the transaction.

               "Federal Funds Rate" shall mean for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with member banks
of the Federal Reserve System arranged by Federal funds brokers, as published
for such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent.

               "Fee Letter" shall mean the confidential fee letter, dated as of
June 25, 2001, between the Borrower and the Administrative Agent describing
certain fees payable to the Administrative Agent only and not the fees described
in Sections 3.05(a), (b) and (c).

               "Fiscal Quarter" means a quarter ending on the last day of March,
June, September or December.

               "Fiscal Year" means any period of twelve consecutive calendar
months ending on December 31; references to a Fiscal Year with a number
corresponding to any calendar year (e.g., the "2001 Fiscal Year") refer to the
Fiscal Year ending on December 31 of such calendar year.

               "Fixed Charge Coverage Ratio" shall mean, as of the last day of
any Fiscal Quarter of the Borrower, the ratio of (A) Consolidated EBITDA minus
Capital Expenditures (excluding $5,750,000 incurred in the third Fiscal Quarter
of 2000, and $20,752,000 incurred in the fourth Fiscal Quarter of 2000, in
connection with the reconstruction of the New River Foundry in Lynchburg,
Virginia) to (B) the sum of the amounts of (i) Consolidated Interest Expense,
and (ii) scheduled principal payments on Indebtedness (excluding the payment of
up to $162,750,000 upon the maturity of the Term Loan Agreement), in each case,
calculated with respect to the immediately preceding four Fiscal Quarters ending
on such date.

               "Foreign Plan" shall mean any pension, profit sharing, deferred
compensation, or other employee benefit plan, program or arrangement maintained
by any Foreign Subsidiary which, under applicable local law, is required to be
funded through a trust or other funding vehicle, but shall not include any
benefit provided by a foreign government or its agencies.

               "Foreign Holding Company" shall mean any Domestic Subsidiary of
the Borrower which holds Capital Securities of any Foreign Subsidiary other than
Tool Products, Inc.



                                       10
<PAGE>   18

               "Foreign Subsidiary" shall mean each Consolidated Company that is
not a Domestic Subsidiary.

               "Foreign 956 Subsidiary" means each Foreign Subsidiary a guaranty
of the Obligations by which would result in a deemed dividend of its current and
accumulated earnings and profits under section 956 of the Code that would result
in material increased tax liabilities for the Consolidated Companies, taken as a
whole.

               "Fourth Amendment Date" shall mean the date on which the
conditions set forth in Section 4.01 are satisfied or waived in accordance with
Section 10.02.

               "Funded Debt" shall mean all Indebtedness for money borrowed,
Indebtedness evidenced or secured by purchase money Liens, Capitalized Lease
Liabilities, conditional sales contracts and similar title retention debt
instruments, whether designated as long term or current debt under GAAP and all
Synthetic Leases even if not treated as Indebtedness under GAAP. The calculation
of Funded Debt shall include (i) all Funded Debt of the Consolidated Companies,
plus (ii) all Funded Debt of other Persons to the extent a Consolidated Company
has Contingent Liability with respect thereto, plus (iii) the redemption amount
with respect to the Capital Securities of any Consolidated Company required to
be redeemed during the next succeeding twelve months.

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

               "Guarantors" shall mean, collectively, (a) each Domestic
Subsidiary (other than an Inactive Subsidiary, a Receivables Subsidiary or a
Special Purpose Vehicle) and (b) each Foreign Subsidiary that is not a Foreign
956 Subsidiary.

               "Guaranty" shall mean any contractual obligation, contingent or
otherwise, of a Person with respect to any Indebtedness or other obligation or
liability of another Person, including without limitation, any such
Indebtedness, obligation or liability directly or indirectly guaranteed,
endorsed, co-made or discounted or sold with recourse by that Person, or in
respect of which that Person is otherwise directly or indirectly liable,
including contractual obligations (contingent or otherwise) arising through any
agreement to purchase, repurchase, or otherwise acquire such Indebtedness,
obligation or liability or any security therefor, or an agreement to provide
funds for the payment or discharge thereof (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise), or to maintain
solvency, assets, level of income, or other financial condition, or to make any
payment other than for value received. The amount of any Guaranty shall be
deemed to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which guaranty is made or, if not so stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.



                                       11
<PAGE>   19

               "Guaranty Agreement" shall mean the First Amended and Restated
Guaranty Agreement, dated as of even date herewith, executed by each of the
Guarantors in favor of the Lenders and the Administrative Agent and their
respective Affiliates, substantially in the form of Exhibit E-1 as the same may
be amended, restated or supplemented from time to time.

               "Hazardous Substances" shall mean (a) any "hazardous substance,"
as defined in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. Section 9601 et. seq., and any amendments
thereto or regulations promulgated thereunder from time to time, (b) any
"hazardous waste," as defined in the Resource Conversation and Recovery Act, 42
U.S.C. Section 6901 et. seq. and any amendments thereto or regulations
promulgated thereunder from time to time, and (c) any pollutant or contaminant
or hazardous, dangerous or toxic chemical, material or substance (including any
petroleum product) as defined in any other Environmental Laws.

               "Impermissible Qualification" means any qualification or
exception to the opinion or certification of any independent public accountant
as to any financial statement of the Borrower

               (a) which is of a "going concern" or similar nature;

               (b) which relates to the limited scope of examination of matters
        relevant to such financial statement; or

               (c) which relates to the treatment or classification of any item
        in such financial statement and which, as a condition to its removal,
        would require an adjustment to such item the effect of which would be to
        cause the Borrower to be in Default.

               "Inactive Subsidiary" shall mean any of (i) a Subsidiary that has
neither assets nor income and is listed as "inactive" on Schedule 5.01 and (ii)
Inter-Met Reynosa, S. de R.L. de C.V., Transnational Indemnity Company and
Western Capital Corporation and its current Subsidiaries so long as each such
Person does not conduct any active business or have any assets with an aggregate
Fair Market Value of more than $2,000,000.

               "Indebtedness" of any Person shall mean, without duplication (i)
all obligations of such Person which in accordance with GAAP would be shown on
the balance sheet of such Person as a liability (including, without limitation,
obligations for borrowed money and for the deferred purchase price of property
or services, and obligations evidenced by bonds, debentures, notes or other
similar instruments); (ii) all Capitalized Lease Liabilities; (iii) all
Guaranties of such Person (including contingent reimbursement obligations under
undrawn letters of credit); (iv) Indebtedness of others secured by any Lien upon
property owned by such Person, whether or not assumed; (v) obligations or other
liabilities under currency contracts, interest rate hedging contracts, or
similar agreements or combinations thereof to the extent required to be
disclosed in accordance with GAAP; (vi) all Synthetic Leases, even if not
required to be disclosed in accordance with GAAP; and (vii) all Contingent
Liabilities of such Person in respect of any of the foregoing.

               "Interest Period" shall mean the interest period selected by the
Borrower pursuant to Section 3.04(a) hereof.



                                       12
<PAGE>   20

               "Invested Amount" means, at any time, the outstanding principal
amount that is owed to holders (other than Subsidiaries of the Borrower) of
securities issued by, or loans to, a Receivables Subsidiary or Special Purpose
Vehicle established with respect to a Permitted Receivables Purchase Facility.

               "Investment" shall mean, when used with respect to any Person,
any direct or indirect advance, loan or other extension of credit (other than
the creation of receivables in the ordinary course of business) or capital
contribution by such Person (by means of transfers of property to others or
payments for property or services for the account or use of others, or
otherwise) to any Person, or any direct or indirect purchase or other
acquisition by such Person of, or of a beneficial interest in, capital stock,
partnership interests, bonds, notes, debentures or other securities issued by
any other Person, in each case, other than an Acquisition. Each Investment shall
be valued as of the date made; provided that any Investment or portion of an
Investment consisting of Indebtedness shall be valued at the outstanding
principal balance thereof as of the date of determination.

               "Issuer" shall mean Scotia Capital, in its individual capacity
hereunder (and not in its capacity as the Administrative Agent) and for Letters
of Credit issued by SunTrust and outstanding on the Fourth Amendment Date, shall
mean SunTrust, in its individual capacity hereunder. At the request of Scotia
Capital, another Lender consented to by the Borrower (such consent not to be
unreasonably withheld) may become a successor Issuer.

               "Lender" or "Lenders" shall mean Scotia Capital, the other banks
and lending institutions listed on the signature pages hereof, and each assignee
thereof, if any, pursuant to Section 10.06(c).

               "Lending Office" shall mean for each Lender the office such
Lender may designate in writing from time to time to the Borrower and the
Administrative Agent with respect to each Type of Loan.

               "Letter of Credit Commitment" shall mean the lesser of
$100,000,000 and the sum of the Commitments.

               "Letter of Credit Fee" shall have the meaning set forth in
Section 3.05(b).

               "Letter of Credit Obligations" shall mean, with respect to
Letters of Credit, as at any date of determination, the sum of (a) the maximum
aggregate amount which at such date of determination is available to be drawn by
the beneficiaries thereof (assuming the conditions for drawing thereunder have
been met) under all Letters of Credit then outstanding, plus (b) the aggregate
amount of all drawings under Letters of Credit honored by the Issuer not
theretofore reimbursed by the Borrower.

               "Letters of Credit" shall mean the financial and commercial/trade
letters of credit issued pursuant to Article II hereof (or issued or deemed to
have been issued by SunTrust under the Existing Loan Agreement) by the Issuer
for the account of the Borrower pursuant to the Commitments.



                                       13
<PAGE>   21

               "LIBOR" shall mean, for any Interest Period, with respect to
Eurodollar Advances under the Commitments, the offered rate for deposits in
Dollars, for a period comparable to the Interest Period and in an amount
comparable to the Administrative Agent's portion of such Advances, appearing on
Telerate Page 3750 as of 11:00 AM (London, England time) on the day that is two
Business Days prior to the first day of the Interest Period. If two or more of
such rates appear on such Telerate Page, the rate shall be the arithmetic mean
of such rates. If the foregoing rate is unavailable from Telerate for any
reason, then such rate shall be determined by the Administrative Agent from the
Reuters Screen LIBO Page or, if such rate is also unavailable on such service,
then on any other interest rate reporting service of recognized standing
designated in writing by the Administrative Agent to the Borrower and the
Lenders; in any such case rounded, if necessary, to the next higher 1/100 of
1.0%, if the rate is not such a multiple.

               "Lien" shall mean any mortgage, deed of trust, pledge, security
interest, lien, charge, hypothecation, assignment, deposit arrangement, title
retention, preferential property right, trust or other arrangement having the
practical effect of the foregoing and shall include the interest of a vendor or
lessor under any conditional sale agreement, capitalized lease or other title
retention agreement.

               "Loans" shall mean, the Syndicated Loans and the Swingline Loans.

               "Margin Regulations" shall mean Regulation T, Regulation U and
Regulation X of the Board of Governors of the Federal Reserve System, as the
same may be in effect from time to time.

               "Margin Stock" shall have the meaning set forth in the Margin
Regulations.

               "Materially Adverse Effect" shall mean any materially adverse
change in (i) the business, results of operations, financial condition, assets
or prospects of the Consolidated Companies, taken as a whole, (ii) the ability
of the Borrower to perform its obligations under this Agreement, (iii) the
ability of the other Credit Parties (taken as a whole) to perform their
respective obligations under the Credit Documents, or (iv) the perfection or
priority of the Liens granted in favor of the Collateral Agent pursuant to the
Security Documents.

               "Maturity Date" shall mean the earlier of (i) November 5, 2004,
and (ii) the date on which all amounts outstanding under this Agreement have
been declared or have automatically become due and payable pursuant to the
provisions of Article VIII.

               "Minimum Required Rating" shall mean (i) from Moody's, a
long-term deposit rating of A1 or higher (or comparable rating in the event
Moody's hereafter modifies its rating system for long-term deposits of
commercial banks), and (ii) from S&P, a long-term deposit ratings of A+ or
higher (or comparable rating in the event S&P hereafter modifies its rating
system for long-term deposits of commercial banks).

               "Moody's" shall mean Moody's Investors Service, Inc., and its
successors and assigns.



                                       14
<PAGE>   22

               "Mortgage" means each mortgage, deed of trust or agreement
executed and delivered by any Credit Party in favor of the Collateral Agent for
the benefit of the Secured Parties pursuant to the requirements of this
Agreement in substantially the form of Exhibit J hereto, under which a Lien is
granted on the real property and fixtures described therein, in each case as
amended, supplemented, amended and restated or otherwise modified from time to
time.

               "Multiemployer Plan" shall have the meaning set forth in Section
4001(a)(3) of ERISA.

               "Net Disposition Proceeds" shall mean the gross cash proceeds
received by the Borrower or any other Consolidated Company from any Asset Sale
pursuant to Section 7.04, minus the sum of (i) all reasonable and customary
legal, investment banking, brokerage and accounting fees and expenses incurred
in connection with such Asset Sale, (ii) all taxes actually paid or estimated by
the Borrower to be payable in cash within the next 12 months in connection with
such Asset Sale, and (iii) payments made by the Borrower or such Consolidated
Company to retire Indebtedness (other than the Loans and the "Loans" under the
Term Loan Agreement) where payment of such Indebtedness is required in
connection with such Asset Sale; provided, however, that if the amount of any
estimated taxes pursuant to clause (ii) exceeds the amount of taxes actually
required to be paid in cash in respect of such Asset Sale, the aggregate amount
of such excess shall constitute Net Disposition Proceeds.

               "Net Equity or Debt Proceeds" means with respect to the sale,
issuance or assumption after the Fourth Amendment Date by any of the
Consolidated Companies to any Person of any debt, Capital Securities, warrants
or options or the exercise of any such warrants or options, the excess of:

               (a) the gross cash proceeds received by such Consolidated Company
        from such sale, assumption, exercise or issuance, over

               (b) all reasonable and customary underwriting commissions and
        legal, investment banking, brokerage and accounting and other
        professional fees, sales commissions and disbursements actually incurred
        in connection with such sale, assumption or issuance which have not been
        paid to Affiliates of the Borrower in connection therewith.

               "Net Fixed Assets" shall mean, as of any date of determination,
the net property, plant and equipment of the Consolidated Companies determined
in accordance with GAAP and as reflected on the consolidated balance sheet of
the Borrower.

               "Notes" shall mean, collectively, the Revolving Credit Notes and
the Swingline Note either as originally executed or as hereafter amended,
modified or substituted.

               "Notice of Borrowing" shall mean a notification of Borrowing by
the Borrower pursuant to Section 2.08 or 3.01 substantially in the form of
Exhibit D-1.

               "Notice of Conversion/Continuation" shall mean a notification of
continuation or conversion of a Borrowing by the Borrower pursuant to Section
3.01 substantially in the form of Exhibit D-2.



                                       15
<PAGE>   23

               "Notice of Outstanding Loans" shall mean a notification of
outstanding loans by the Borrower pursuant to Section 3.01 substantially in the
form of Exhibit D-3.

               "Obligations" shall mean all amounts owing to the Administrative
Agent or any Lender or its Affiliates pursuant to the terms of this Agreement or
any other Credit Document, including without limitation, all Loans (including
all principal and interest payments due thereunder), all Letter of Credit
Obligations, fees, expenses, indemnification and reimbursement payments,
indebtedness, liabilities, Cash Management Obligations and obligations of the
Credit Parties, direct or indirect, absolute or contingent, liquidated or
unliquidated, now existing or hereafter arising, together with all renewals,
extensions, modifications or refinancings thereof.

               "Organic Document" means, relative to any Credit Party, as
applicable, its certificate or articles of incorporation, by-laws, certificate
of partnership, partnership agreement, certificate of formation, articles of
organization, limited liability agreement, operating agreement and all
shareholder agreements, voting trusts and similar arrangements applicable to any
of such Credit Party's partnership interests, limited liability company
interests or authorized shares of Capital Securities.

               "Patent Security Agreement" shall mean any Patent Security
Agreement executed and delivered by any Credit Party in favor of the Collateral
Agent for the benefit of the Secured Parties substantially in the form of
Exhibit B to the Security Agreements, as amended, supplemented, amended and
restated or otherwise modified from time to time.

               "Payment Office" shall mean the office specified as the "Payment
Office" for the Administrative Agent on Schedule 10.01, or such other location
as to which the Administrative Agent shall have given written notice to the
Borrower and the Lenders.

               "PBGC" shall mean the Pension Benefit Guaranty Corporation, or
any successor thereto.

               "Permitted Asset Sale" shall mean an Asset Sale that is permitted
by Sections 7.04(c) and (d).

               "Permitted Receivables" shall mean (a) all Receivables which are
described as being transferred by the Borrower, another Receivables Seller
and/or a Receivables Subsidiary pursuant to the Receivables Documents, (b) all
Receivables Related Assets, and (c) all collections (including recoveries) and
other proceeds of the assets described in the foregoing clauses.



                                       16
<PAGE>   24

               "Permitted Receivables Purchase Facility" means any transaction
or series of transactions that may be entered into by the Borrower or any other
Consolidated Company pursuant to which the Borrower and/or any Consolidated
Company may sell, convey or otherwise transfer to a Receivables Subsidiary (in
the case of a transfer by the Borrower and/or any other Receivables Seller) and
any other Person (in the case of a transfer by a Receivables Subsidiary), or may
grant a security interest in, any Permitted Receivables (whether now existing or
arising in the future); provided that:

               (a) no portion of the indebtedness or any other obligations
        (contingent or otherwise) of a Receivables Subsidiary or Special Purpose
        Vehicle (i) is guaranteed by the Borrower or any other Receivables
        Seller (excluding guarantees of obligations or other funding commitments
        pursuant to Standard Securitization Undertakings), (ii) is recourse to
        or obligates the Borrower or any other Receivables Seller in any way
        other than pursuant to Standard Securitization Undertakings or (iii)
        subjects any property or asset of the Borrower or any other Receivables
        Seller, directly or indirectly, contingently or otherwise, to the
        satisfaction of obligations incurred in such transactions, other than
        pursuant to Standard Securitization Undertakings;

               (b) neither the Borrower nor any other Receivables Seller has any
        material contract, agreement, arrangement or understanding with a
        Receivables Subsidiary or a Special Purpose Vehicle (except a Purchase
        Money Note or Permitted Receivables Purchase Facility) other than on
        terms no less favorable to the Borrower or such Receivables Seller than
        those that might be obtained at the time from Persons that are not
        affiliates of the Borrower, other than fees payable in the ordinary
        course of business in connection with servicing accounts receivable;

               (c) the Borrower and the other Receivables Sellers do not have
        any obligation to maintain or preserve the financial condition of a
        Receivables Subsidiary or a Special Purpose Vehicle or cause such entity
        to achieve certain levels of operating results;

               (d) the proceeds to the Consolidated Companies from such a
        transaction that are applied to a prepayment of Loans pursuant to
        Section 3.06(b)(iii) are at least $52,000,000; and

               (e) such transaction or series of transactions is approved in
        writing by the Administrative Agent, such approval not to be
        unreasonably withheld.

               "Person" shall mean any individual, limited liability company,
partnership, firm, corporation, association, joint venture, trust or other
entity, or any government or political subdivision or agency, department or
instrumentality thereof.

               "Plan" shall mean any "employee benefit plan" (as defined in
Section 3(3) of ERISA), including, but not limited to, any defined benefit
pension plan, profit sharing plan, money purchase pension plan, savings or
thrift plan, stock bonus plan, employee stock ownership plan, Multiemployer
Plan, or any plan, fund, program, arrangement or practice providing for medical
(including post-retirement medical), hospitalization, accident, sickness,
disability, or life insurance benefits, but shall exclude any Foreign Plan.



                                       17
<PAGE>   25

               "Pricing Schedule" is set forth on Schedule 1.01.

               "Pro Rata Share" shall mean, with respect to Commitments, each
Syndicated Loan, each Swingline Loan and all Letters of Credit to be made by and
each payment (including, without limitation, any payment of principal, interest
or fees) to be made to each Lender, the percentage designated as such Lender's
Pro Rata Share of such Commitments, set forth under the name of such Lender on
Schedule 1, as such percentage may change based upon amendments and assignments
hereunder.

               "Purchase Money Note" shall mean a promissory note evidencing the
obligation of a Receivables Subsidiary to pay all or any portion of the purchase
price for Receivables and other Permitted Receivables to the Borrower or any
other Receivables Seller in connection with a Permitted Receivables Purchase
Facility, which note shall be repaid from cash available to the maker of such
note, other than (i) cash required to be held as reserves pursuant to
Receivables Documents, (ii) amounts paid in respect of interest and principal
and (iii) other amounts owing under Receivables Documents and amounts paid in
connection with the purchase of newly generated Receivables.

               "Rate Protection Agreements" shall mean, collectively, any
interest rate swap, cap, collar or similar agreement entered into by any of the
Consolidated Companies under which the counterparty of such agreement is (or at
the time such agreement was entered into was) a Lender or an Affiliate of a
Lender.

               "Rating Agencies" shall mean, collectively, Moody's and S&P.

               "Receivables" shall mean all rights of the Borrower or any other
Receivables Seller to payments (whether constituting accounts, chattel paper,
instruments, general intangibles or otherwise) arising from the sale of goods,
services or future services by the Borrower and/or a Receivables Seller, and
includes the right to payment of any interest or finance charge and other
obligations with respect thereto and any other rights to payment recorded as a
receivable.

               "Receivables Documents" means (x) each and every receivables
purchase agreement, pooling and servicing agreement, series supplement thereto,
certificate purchase agreement, guaranty, Purchase Money Note, license
agreement, sublicense agreement, credit agreement, agreement to acquire
undivided interests or other agreement to transfer, or create a security
interest in, Permitted Receivables, in each case as amended, modified,
supplemented or amended and restated and in effect from time to time entered
into by the Borrower, another Receivables Seller and/or a Receivables
Subsidiary, and (y) each other instrument, agreement and other document entered
into by the Borrower, any other Receivables Seller and/or a Receivables
Subsidiary relating to the transactions contemplated by the items referred to in
clause (x) above, in each case as amended, modified, supplemented or amended and
restated and in effect from time to time.

               "Receivables Program Obligations" shall mean (a) notes, trust
certificates, undivided interests, partnership interests or other interests
representing the right to be paid a specified principal amount from the
Permitted Receivables, and (b) related obligations of the Borrower, a Subsidiary
and/or a Special Purpose Vehicle (including, without limitation, rights in


                                       18
<PAGE>   26

respect of interest or yield, breach of warranty claims and expense
reimbursement and indemnity provisions). The Receivables Program Obligations
shall also include Purchase Money Notes and guarantees by the Borrower of
obligations pursuant to Standard Securitization Undertakings.

               "Receivables Related Assets" shall mean (i) any rights arising
under the documentation governing or relating to Receivables (including rights
in respect of liens securing such Receivables and other credit support in
respect of such Receivables), (ii) any collections and other proceeds of such
Receivables, (iii) any lockboxes or bank accounts, all documents, instruments
and agreements relating to such lockboxes or bank accounts, and any amounts from
time to time deposited therein, (iv) spread accounts, trust accounts and other
similar accounts (and any amounts on deposit therein) established in connection
with a Permitted Receivables Purchase Facility, (v) any warranty, indemnity,
dilution and other intercompany claim arising out of Receivables Documents and
(vi) other assets (including those contemplated by Receivables Documents) which
are customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable.

               "Receivables Seller" shall mean the Borrower and any other
Consolidated Company (other than a Receivables Subsidiary) which is a party to a
Receivables Document.

               "Receivables Subsidiary" shall mean a special purpose
wholly-owned subsidiary of the Borrower created in connection with the
transactions contemplated by a Permitted Receivables Purchase Facility, which
subsidiary engages in no activities other than those incidental to such
Permitted Receivables Purchase Facility and which is designated as a Receivables
Subsidiary by the Borrower's board of directors. Any such designation by the
board of directors shall be evidenced by filing with the Administrative Agent a
certified copy of the resolution of the board of directors of the Borrower
giving effect to such designation and an officers' certificate certifying, to
the best of such officer's knowledge and belief after consulting with counsel,
that such designation, and the transactions in which the Receivables Subsidiary
will engage, comply with the requirements of the definition of Permitted
Receivables Purchase Facility..

               "Regulation D" shall mean Regulation D of the Board of Governors
of the Federal Reserve System, as the same may be in effect from time to time.

               "Required Lenders" shall mean at any time prior to the
termination of the Commitments, Lenders holding at least 51% of the then
aggregate amount of the Commitments, or, following the termination of the
Commitments hereunder, Lenders holding at least 51% of the sum of the aggregate
outstanding Loans and Letter of Credit Obligations.

               "Requirement of Law" for any Person shall mean the articles or
certificate of incorporation and by-laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation, or
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" shall have the meaning set forth in Section
7.05.



                                       19
<PAGE>   27

               "Reuters Screen" shall mean, when used in connection with any
designated page and LIBOR, the display page so designated on the Reuters Monitor
Money Rates Service (or such other page as may replace that page on that service
for the purpose of displaying rates comparable to LIBOR).

               "Revolving Credit Notes" shall mean, collectively, the promissory
notes evidencing the Syndicated Loans in the form attached hereto as Exhibit A,
either as originally executed or as hereafter amended, modified or substituted.

               "S&P" shall mean Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc.

               "Scotia Capital" shall have the meaning set forth in the
preamble.

               "Secured Party" means any of (i) the Administrative Agent, the
Lenders and their respective Affiliates which are party to any of the Credit
Documents; (ii) the administrative agent, the collateral agent and the "Lenders"
under Term Loan Agreement and their respective affiliates which are party to any
of the "Credit Documents" as defined in the Term Loan Agreement; and (iii) such
other Persons who are approved by the Super-Majority Lenders.

               "Security Agreement" means the Borrower Pledge and Security
Agreement and/or the Subsidiary Pledge and Security Agreement, as the case may
be.

               "Security Documents" shall mean, collectively, the, Borrower
Pledge and Security Agreement, Subsidiary Pledge and Security Agreement, each
Mortgage, each Patent Security Agreement, each Copyright Security Agreement,
each Trademark Security Agreement, each Control Agreement and each other,
mortgage, deed of trust, security agreement, pledge agreement, or other security
or collateral document securing the Obligations, as the same may be amended,
restated, or supplemented from time to time.

               "Shareholders' Equity" shall mean, with respect to any Person as
at any date of determination, shareholders' equity of such Person determined on
a consolidated basis in conformity with GAAP.

               "Solvent" shall mean, as to the Borrower or any Guarantor at any
time, that (i) each of the fair value and the present fair saleable value of
such Person's assets (including any rights of subrogation or contribution to
which such Person is entitled, under any of the Credit Documents or otherwise)
is greater than such Person's debts and other liabilities (including contingent,
unmatured and unliquidated debts and liabilities) and the maximum estimated
amount required to pay such debts and liabilities as such debts and liabilities
mature or otherwise become payable; (ii) such Person is able and expects to be
able to pay its debts and other liabilities (including, without limitation,
contingent, unmatured and unliquidated debts and liabilities) as they mature;
and (iii) such Person does not have unreasonably small capital to carry on its
business as conducted and as proposed to be conducted.

               "Special Purpose Vehicle" means a trust, partnership or other
special purpose Person established by the Borrower and/or any other Consolidated
Company to implement a Permitted Receivables Purchase Facility.



                                       20
<PAGE>   28

               "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Borrower and/or any
other Consolidated Company which are reasonably customary in a non-recourse
accounts receivable transaction.

               "Subordinated Debt" shall mean other Indebtedness of the Borrower
subordinated to all obligations of the Borrower or any other Credit Party
arising under this Agreement, the Notes, and the Guaranty Agreements on terms
and conditions satisfactory in all respects to the Administrative Agent and the
Required Lenders, including without limitation, with respect to interest rates,
payment terms, maturities, amortization schedules, covenants, defaults,
remedies, and subordination provisions, evidenced by the written approval of the
Administrative Agent and Required Lenders.

               "Subsidiary" shall mean, with respect to any Person, any
corporation or other entity (including, without limitation, partnerships,
limited liability companies, joint ventures, and associations) regardless of its
jurisdiction of organization or formation, at least a majority of the total
combined voting power of all classes of voting Capital Securities or other
ownership interests of which shall, at the time as of which any determination is
being made, be owned by such Person, either directly or indirectly through one
or more other Subsidiaries.

               "Subsidiary Pledge and Security Agreement" shall mean the
Subsidiary Pledge and Security Agreement, dated as of even date herewith,
executed by each of the Guarantors in favor of the Collateral Agent, for the
benefit of the Secured Parties, substantially in the form of Exhibit E-3 as the
same may be amended, restated or supplemented from time to time.

               "SunTrust" shall have the meaning set forth in the preamble.

               "Super-Majority Lenders" shall mean at any time prior to the
termination of the Commitments, Lenders holding at least 66-2/3% of the then
aggregate amount of the Commitments, or, following the termination of the
Commitments hereunder, Lenders holding at least 66-2/3% of the sum of the
aggregate outstanding Loans and Letter of Credit Obligations.

               "Swingline Commitment" shall mean the lesser of $10,000,000 and
the sum of the Commitments.

               "Swingline Lender" means Scotia Capital, in its individual
capacity hereunder (and not in its capacity as the Administrative Agent). At the
request of Scotia Capital another Lender consented to by the Borrower (such
consent not to be unreasonably withheld) may become a successor Swingline
Lender.

               "Swingline Loan" shall mean an Advance made or continued by the
Swingline Lender to the Borrower pursuant to Section 2.08.

               "Swingline Note" shall mean a promissory note of the Borrower
payable to the order of the Swingline Lender, in substantially the form of
Exhibit B hereto, evidencing the maximum aggregate principal indebtedness of the
Borrower to the Swingline Lender with respect to outstanding Swingline Loans
made by the Swingline Lender pursuant to this Agreement, either as originally
executed or as it may be from time to time supplemented, modified, amended,
renewed or extended.



                                       21
<PAGE>   29

               "Syndicated Loans" shall mean, collectively, all outstanding
Loans made or continued to the Borrower by the Lenders pursuant to Section 2.01
hereof.

               "Synthetic Lease" means, as applied to any Person, any lease
(including leases that may be terminated by the lessee at any time) of any
property (whether real, personal or mixed) (a) that is not a capital lease in
accordance with GAAP and (b) in respect of which the lessee retains or obtains
ownership of the property so leased for federal income tax purposes, other than
any such lease under which that Person is the lessor.

               "Taxes" shall mean any present or future taxes, levies, imposts,
duties, fees, assessments, deductions, withholdings or other charges of whatever
nature, including without limitation, income, receipts, excise, property, sales,
transfer, license, payroll, withholding, social security and franchise taxes now
or hereafter imposed or levied by the United States, or any state, local or
foreign government or by any department, agency or other political subdivision
or taxing authority thereof or therein and all interest, penalties, additions to
tax and similar liabilities with respect thereto.

               "Telerate" shall mean, when used in connection with any
designated page and LIBOR, the display page so designated on the Dow Jones
Telerate Service (or such other page as may replace that pace on that service
for the purpose of displaying rates comparable to LIBOR).

               "Term Loan Agreement" shall mean the First Amended and Restated
Term Loan Agreement dated as of July 17, 2001 (as amended, modified, restated or
supplemented from time to time), among the Borrower, the various financial
institutions that are or may become parties thereto and Scotia Capital, as
administrative agent.

               "Term Loan Payoff Date" shall mean the date on which all the
"Obligations" outstanding under the Term Loan Agreement shall have been paid in
full.

               "Trademark Security Agreement" means any Trademark Security
Agreement executed and delivered by any Credit Party in favor of the Collateral
Agent for the benefit of the Secured Parties substantially in the form of
Exhibit C to the Security Agreements, as amended, supplemented, amended and
restated or otherwise modified from time to time.

               "Type" of Borrowing shall mean a Borrowing consisting of Base
Rate Advances or Eurodollar Advances.

               "United States" or "U.S." means the United States of America, its
fifty states and the District of Columbia and any other political subdivision
thereof.

               SECTION 1.02. ACCOUNTING TERMS AND DETERMINATION. Unless
otherwise defined or specified herein, all accounting terms shall be construed
herein, all accounting determinations hereunder shall be made, all financial
statements required to be delivered hereunder shall be prepared, and all
financial records shall be maintained in accordance with, GAAP, except that
financial records of Foreign Subsidiaries may be maintained in accordance with
generally accepted accounting principles in effect from time to time in the
jurisdiction of organization of such Foreign Subsidiary; provided, however, that
compliance with the financial covenants and calculations set forth in Section
6.08, Article VII, and elsewhere herein, and in the definitions



                                       22
<PAGE>   30

used in such covenants and calculations, shall be calculated, made and applied
in accordance with GAAP and such generally accepted accounting principles in
such foreign jurisdictions, as the case may be, as in effect on the date of this
Agreement applied on a basis consistent with the preparation of the financial
statements referred to in Section 5.14 unless and until the Borrower and the
Required Lenders enter into an agreement with respect thereto in accordance with
Section 10.13.

               SECTION 1.03. OTHER DEFINITIONAL TERMS. The words "hereof",
"herein" and "hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement, and Article, Section, Schedule, Exhibit and like references are
to this Agreement unless otherwise specified. Any of the terms defined in
Section 1.01 may, unless the context otherwise requires, be used in the singular
or the plural depending on the reference.

               SECTION 1.04. EXHIBITS AND SCHEDULES. All Exhibits and Schedules
attached hereto are by reference made a part hereof.

                                  ARTICLE II.

             SYNDICATED LOANS, SWINGLINE LOANS AND LETTERS OF CREDIT

               SECTION 2.01. COMMITMENTS; USE OF PROCEEDS.

               (a) Subject to and upon the terms and conditions herein set
forth, each Lender severally agrees to make to the Borrower from time to time on
and after the Fourth Amendment Date (and continue Syndicated Loans outstanding
on the Fourth Amendment Date), but prior to the Maturity Date, Syndicated Loans
in an aggregate amount outstanding at any time not to exceed such Lender's
Commitment minus such Lender's Pro Rata Share of the Swingline Loans minus such
Lender's Pro Rata Share of the Letter of Credit Obligations, subject, however,
to the conditions that (i) at no time shall the sum of the (x) the outstanding
principal amount of all Syndicated Loans, plus (y) the outstanding principal
amount of all Swingline Loans, plus (z) the outstanding Letter of Credit
Obligations, exceed the sum of the Commitments, and (ii) at all times shall the
outstanding principal amount of the Syndicated Loans of each Lender equal the
product of each Lender's Pro Rata Share of the Commitments multiplied by the
aggregate outstanding amount of the Syndicated Loans. The Borrower shall be
entitled to repay and reborrow Syndicated Loans in accordance with the
provisions hereof.

               (b) Each Syndicated Loan shall, at the option of the Borrower, be
made or continued as, or converted into, part of one or more Borrowings that
shall consist entirely of Base Rate Advances or Eurodollar Advances. The
aggregate principal amount of each Borrowing of Syndicated Loans shall be not
less than $5,000,000 or a greater integral multiple of $1,000,000, provided that
each Borrowing of Syndicated Loans comprised of Base Rate Advances shall be not
less than $1,000,000 or a greater integral multiple of $100,000. At no time
shall the number of outstanding Borrowings comprised of Eurodollar Advances
exceed twelve.



                                       23
<PAGE>   31

               (c) The proceeds of Loans shall be used solely as working capital
and for other general corporate purposes, including Acquisitions, Investments,
the repayment of Indebtedness and the funding of capital expenditures of the
Consolidated Companies.

SECTION 2.02.  NOTES; REPAYMENT OF PRINCIPAL.

               (a) The Borrower's obligations to pay the principal of, and
interest on, the Syndicated Loans to each Lender shall be evidenced by the
records of the Administrative Agent and such Lender and by the Revolving Credit
Note payable to such Lender (or the assignor of such Lender) completed in
conformity with this Agreement.

               (b) All outstanding principal amounts under the Commitments and
all other accrued Obligations hereunder shall be due and payable in full on the
Maturity Date.

               SECTION 2.03. VOLUNTARY REDUCTION OF COMMITMENTS. Upon at least
three (3) Business Days' prior telephonic notice (promptly confirmed in writing)
to the Administrative Agent, the Borrower shall have the right, without premium
or penalty, to terminate the unutilized Commitments, in part or in whole,
provided, that (i) any such termination shall apply to proportionately and
permanently reduce the Commitments of each of the Lenders, and (ii) any partial
termination pursuant to this Section 2.03 shall be in an amount of at least
$5,000,000 and integral multiples of $1,000,000.

               SECTION 2.04. LETTER OF CREDIT FACILITY. Subject to, and upon the
terms and conditions set forth herein, the Borrower may request, in accordance
with the provisions of this Section 2.04 and Section 2.05 and the other terms of
this Agreement, that on and after the Fourth Amendment Date but prior to the
Maturity Date, the Issuer issue a Letter or Letters of Credit for the account of
the Borrower; provided that the application for such Letters of Credit issued by
the Issuer shall be in the form substantially identical to Exhibit C attached
hereto, provided further that (i) no Letter of Credit shall have an expiration
date that is later than one year after the date of issuance thereof (provided
that a Letter of Credit may provide that it is extendible for consecutive one
year periods); (ii) in no event shall any Letter of Credit issued by the Issuer
have an expiration date (or be extended so that it will expire) later than the
Maturity Date; and (iii) the Borrower shall not request that the Issuer issue
any Letter of Credit, if, after giving effect to such issuance, (a) the sum of
the aggregate Letter of Credit Obligations plus the aggregate outstanding
principal amount of the Syndicated Loans plus the aggregate outstanding
principal amount of the Swingline Loans would exceed the Commitments, or (b) the
sum of the aggregate Letter of Credit Obligations would exceed the Letter of
Credit Commitment.

               SECTION 2.05. NOTICE OF ISSUANCE OF LETTER OF CREDIT; AGREEMENT
TO ISSUE.

               (a) Whenever the Borrower desires the issuance of a Letter of
Credit, it shall, in addition to any application and documentation procedures
required by the Issuer for the issuance of such Letter of Credit, deliver to the
Administrative Agent and the Issuer a written notice no later than 11:00 AM
(local time for the Administrative Agent) at least five (5) days in advance of
the proposed date of issuance and the Administrative Agent shall promptly
forward a copy of such notice to each of the Lenders. Each such notice shall
specify (i) the proposed date of issuance (which shall be a Business Day); (ii)
the face amount of the Letter of Credit (which



                                       24
<PAGE>   32

shall be denominated in Dollars); (iii) the expiration date of the Letter of
Credit; and (iv) the name and address of the beneficiary with respect to such
Letter of Credit and shall attach a precise description of the documentation and
a verbatim text of any certificate to be presented by the beneficiary of such
Letter of Credit which would require the Issuer to make payment under the Letter
of Credit, provided that the Issuer may require changes in any such documents
and certificates in accordance with its customary letter of credit practices,
and provided further, that no Letter of Credit shall require payment against a
conforming draft to be made thereunder on the same Business Day that such draft
is presented if such presentation is made after 11:00 AM (Atlanta, Georgia
time). In determining whether to pay any draft under any Letter of Credit, the
Issuer shall be responsible only to determine that the documents and certificate
required to be delivered under its Letter of Credit have been delivered, and
that they comply on their face with the requirements of the Letter of Credit.
The Issuer shall promptly notify the Administrative Agent upon the issuance of a
Letter of Credit. Promptly after receiving the notice of issuance of a Letter of
Credit, the Administrative Agent shall notify each Lender of such Lender's
respective participation therein, determined in accordance with its respective
Pro Rata Share of the Commitments.

               (b) The Issuer agrees, subject to the terms and conditions set
forth in this Agreement, to issue for the account of the Borrower a Letter of
Credit in a face amount equal to the face amount requested under paragraph (a)
above, following its receipt of a notice required by Section 2.05(a).
Immediately upon the issuance of each Letter of Credit, each Lender shall be
deemed to, and hereby agrees to, have irrevocably purchased from the Issuer a
participation in such Letter of Credit and any drawing thereunder in an amount
equal to such Lender's Pro Rata Share of the Commitments multiplied by the face
amount of such Letter of Credit. Upon issuance and amendment or extension of any
Letter of Credit the Issuer shall provide to the Administrative Agent, and the
Administrative Agent shall, if requested by any Lender, then provide to each
such Lender, a copy of each such Letter of Credit issued, amended or extended
hereunder.

               SECTION 2.06. PAYMENT OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT.

               (a) In the event of any request for a drawing under any Letter of
Credit by the beneficiary thereof, the Issuer shall notify the Borrower, the
Administrative Agent and the Lenders on or before the date on which the Issuer
intends to honor such drawing, and the Borrower shall reimburse the Issuer on
the day on which such drawing is honored in an amount, in same day funds, equal
to the amount of such drawing.

               (b) Notwithstanding any provision of this Agreement to the
contrary, to the extent that any Letter of Credit or portion thereof remains
outstanding on the Maturity Date, for any reason whatsoever, the parties hereto
hereby agree that the beneficiary or beneficiaries thereof shall be deemed to
have made a drawing of all available amounts pursuant to such Letters of Credit
on the Maturity Date which amount shall be paid by the Borrower to and held by
the Issuer as cash collateral for its remaining obligations pursuant to such
Letters of Credit.

               (c) As between the Borrower and the Issuer, the Borrower assumes
all risk of the acts and omissions of, or misuse of, the Letters of Credit
issued by the Issuer, by the respective beneficiaries of such Letters of Credit,
other than losses resulting from the gross



                                       25
<PAGE>   33

negligence and willful misconduct of the Issuer. In furtherance and not in
limitation of the foregoing but subject to the exception for the Issuer's gross
negligence or willful misconduct set forth above, the Issuer shall not be
responsible (i) for the form, validity, sufficiency, accuracy, genuineness or
legal effect of any document submitted by any party in connection with the
application for and issuance of such Letters of Credit, even if it should in
fact prove to be in any or all respects insufficient, inaccurate, fraudulent or
forged or otherwise invalid; (ii) for the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign any
such Letter of Credit or the rights or benefits thereunder or proceeds thereof
in whole or in part which may prove to be invalid or ineffective for any reason;
(iii) for failure of the beneficiary of any such Letter of Credit to comply
fully with the conditions required in order to draw upon such Letter of Credit;
(iv) for errors, omissions, interruptions or delays in transmission or delivery
of any messages, by mail, cable, telegraph, telex, telecopy or otherwise; (v)
for good faith errors in interpretation of technical terms; (vi) for any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under any such Letter of Credit or the proceeds thereof; (vii) for the
misapplication by the beneficiary of any such Letter of Credit; and (viii) for
any consequences arising from causes beyond the control of the Issuer.

               SECTION 2.07. PAYMENT BY LENDERS. In the event that the Borrower
shall fail to reimburse the Issuer as provided in Section 2.06, the Issuer shall
promptly notify each Lender of the unreimbursed amount of such drawing and of
such Lender's respective participation therein. Each Lender shall make available
to the Issuer an amount equal to its respective participation, in Dollars and in
immediately available funds, at the office of the Issuer specified in such
notice not later than 1:00 PM (Atlanta, Georgia time) on the Business Day after
the date notified by the Issuer and such amount shall be deemed to be
outstanding hereunder as a Base Rate Loan. Each Lender shall be obligated to
make such Base Rate Loan hereunder regardless of whether the conditions
precedent in Article IV are satisfied and regardless of whether such Base Rate
Loan complies with the minimum borrowing requirements hereunder. In the event
that any such Lender fails to make available to the Issuer the amount of such
Lender's participation in such Letter of Credit, the Issuer shall be entitled to
recover such amount on demand from such Lender together with interest as
provided for in Section 3.02. The Issuer shall distribute to each Lender which
has paid all amounts payable under this Section with respect to any Letter of
Credit, such Lender's Pro Rata Share of all payments received by the Issuer from
the Borrower in reimbursement of drawings honored by the Issuer under such
Letter of Credit when such payments are received.

               SECTION 2.08. SWINGLINE LOANS.

               (a) Subject to the terms and conditions hereof, the Borrower may
request, and the Swingline Lender agrees to make to the Borrower from time to
time on and after the Fourth Amendment Date (and continue Swingline Loans
outstanding on the Fourth Amendment Date), but prior to the Maturity Date,
Swingline Loans in accordance with the following procedure; provided, that (i)
at no time shall the sum of the aggregate principal amount of the Swingline
Loans exceed the Swingline Commitment, (ii) at no time shall the sum of the
outstanding principal amount of the Loans plus the Letter of Credit Obligations
exceed the sum of the Commitments, and (iii) each Swingline Loan shall consist
entirely of Base Rate Loans. The



                                       26
<PAGE>   34

Borrower shall be entitled to repay and reborrow Swingline Loans in accordance
with the provisions hereof.

               (b) In order to request a Swingline Loan, the Borrower shall
telecopy to the Administrative Agent a duly completed Notice of Borrowing in the
form of Exhibit D-1 attached hereto, to be received by the Administrative Agent
not later than 11:00 AM (local time for the Administrative Agent) time, on the
Business Day of the proposed Swingline Loan; provided that, such Notice of
Borrowing shall not be deemed to have been received by the Administrative Agent
in a timely manner unless the Borrower shall also have notified the
Administrative Agent by telephone (excluding voice mail notification) of such
Notice of Borrowing by the time specified above. A Notice of Borrowing that does
not conform substantially to the format of Exhibit D-1 may be rejected in the
Administrative Agent's sole discretion, and the Administrative Agent shall
notify the Borrower of such rejection by telecopy not later than 12:00 noon
(Atlanta, Georgia time) on the date of receipt. Each Notice of Borrowing shall
be irrevocable and shall specify (i) the date of such Borrowing or Borrowings
(which shall be a Business Day) and (ii) the aggregate principal amount thereof,
which shall be in a minimum principal amount of $1,000,000 and in an integral
multiple of $100,000.

               (c) The Swingline Lender shall make its Swingline Loan available
to the Administrative Agent on the date specified in the Notice of Borrowing at
the time and in the manner and subject to the provisions specified in Section
3.02.

               (d) If the outstanding principal amount of any Swingline Loan is
not repaid when due pursuant to the terms of this Agreement, each Lender (other
than the Swingline Lender) irrevocably agrees that it will, upon receipt of a
notice from the Swingline Lender, promptly (and in any event not later than 1:00
PM Atlanta, Georgia time) on the Business Day after the date notified by the
Swingline Lender) transfer to the Swingline Lender, in immediately available
funds, an amount equal to such Lender's Pro Rata Share of the then aggregate
outstanding amount of all Swingline Loans, and thereafter such Lender's Pro Rata
Share of such Swingline Loans shall constitute a Syndicated Loan (which shall be
a Base Rate Advance) made by such Lender hereunder. Each Lender shall be
obligated to make such Base Rate Advance hereunder regardless of whether the
conditions precedent in Article IV are then satisfied and regardless of whether
such Base Rate Advance complies with the minimum borrowing requirements
hereunder. In the event that any such Lender fails to make available to the
Swingline Lender such Lender's Pro Rata Share of the Swingline Loans, the
Swingline Lender shall be entitled to recover such amount on demand from such
Lender together with interest as provided for in Section 3.02. The Swingline
Lender shall distribute to each Lender which has paid all amounts payable under
this Section with respect to any Swingline Loans such Lender's Pro Rata Share of
all payments received by the Swingline Lender with respect to Swingline Loans.

               (e) The Swingline Loans of the Swingline Lender shall be
evidenced by its Swingline Note and each Swingline Loan, unless sooner
accelerated pursuant to Article VIII hereof, shall be due and payable in full on
the earliest of (i) four Business Days after such Swingline Loan is made, (ii)
the next date on which Syndicated Loans are made and (iii) the Maturity Date.



                                       27
<PAGE>   35

                                  ARTICLE III.

                     GENERAL LOAN AND LETTER OF CREDIT TERMS

               SECTION 3.01. FUNDING NOTICES/NOTICES OF OUTSTANDING LOANS.

               (a)      Notice of Outstanding Loans. The Borrower shall give the
Administrative Agent a duly completed Notice of Outstanding Loans in the form of
Exhibit D-3 attached hereto prior to 11:00 AM (local time for the Administrative
Agent) at its Payment Office on the Fourth Amendment Date. If the Notice of
Outstanding Loans does not conform substantially to the format of Exhibit D-3,
it may be rejected in the Administrative Agent's sole discretion, and the
Administrative Agent shall notify the Borrower of such rejection by telecopy not
later than 12:00 noon (Atlanta, Georgia time) on the date of receipt. The Notice
of Outstanding Loans shall be irrevocable and shall specify the aggregate
principal amount of the Loans outstanding under the Existing Loan Agreement
(except to the extent repaid on the Fourth Amendment Date) that shall remain
outstanding as Loans hereunder.

                (b)     Notice of Borrowing.

                        (i)     Whenever the Borrower desires to obtain a
Syndicated Loan with respect to the Commitments (other than one resulting from a
conversion or continuation pursuant to Section 3.01(b)), it shall give the
Administrative Agent a duly completed Notice of Borrowing in the form of Exhibit
D-1 attached hereto, such Notice of Borrowing to be given prior to 11:00 AM
(local time for the Administrative Agent) at its Payment Office (x) three
Business Days prior to the requested date of such Borrowing in the case of
Eurodollar Advances, and (y) on the date of such Borrowing (which shall be a
Business Day) in the case of a Borrowing consisting of Base Rate Advances.
Notices received after 11:00 AM (local time for the Administrative Agent) shall
be deemed received on the next Business Day. A Notice of Borrowing that does not
conform substantially to the format of Exhibit D-1 may be rejected in the
Administrative Agent's sole discretion, and the Administrative Agent shall
notify the Borrower of such rejection by telecopy not later than 12:00 noon
(Atlanta, Georgia time) on the date of receipt. Each Notice of Borrowing shall
be irrevocable and shall specify the aggregate principal amount of the
Borrowing, the date of Borrowing (which shall be a Business Day), and whether
the Borrowing is to consist of Base Rate Advances or Eurodollar Advances and (in
the case of Eurodollar Advances) the Interest Period to be applicable thereto.

                (ii)    Whenever the Borrower desires to obtain a Swingline
Loan, it shall notify the Administrative Agent in accordance with the procedure
set forth in Section 2.08 hereof.

        (c)     Notice of Conversion/Continuation. Whenever the Borrower desires
to convert all or a portion of an outstanding Borrowing, which Borrowing
consists of Base Rate Advances or Eurodollar Advances (in the case of Syndicated
Loans), into one or more Borrowings consisting of Advances of another Type, or
to continue outstanding a Borrowing consisting of Eurodollar Advances for a new
Interest Period, it shall give the Administrative Agent a duly completed Notice
of Conversion/Continuation in the form of Exhibit D-2 attached hereto, such
Notice of Conversion/Continuation to be given at least three Business Days prior
to



                                       28
<PAGE>   36

each such Borrowing to be converted into or continued as Eurodollar Advances.
Such Notice of Conversion/Continuation shall be given prior to 11:00 AM (local
time for the Administrative Agent) on the date specified at the Payment Office
of the Administrative Agent. Notices received after 11:00 AM (local time for the
Administrative Agent) shall be deemed received on the next Business Day. A
Notice of Conversion/Continuation that does not conform substantially to the
format of Exhibit D-2 may be rejected in the Administrative Agent's sole
discretion, and the Administrative Agent shall notify the Borrower of such
rejection by telecopy not later than 12:00 noon (Atlanta, Georgia time) on the
date of receipt. Each such Notice of Conversion/Continuation shall be
irrevocable and shall specify the aggregate principal amount of the Advances to
be converted or continued, the date of such conversion or continuation, whether
the Advances are being converted into or continued Eurodollar Advances and, if
so, the Interest Period applicable thereto. If, upon the expiration of any
Interest Period in respect of any Borrowing, the Borrower shall have failed to
deliver the Notice of Conversion/Continuation, the Borrower shall be deemed to
have elected to convert or continue such Borrowing to a Borrowing consisting of
Base Rate Advances. So long as any Executive Officer of the Borrower has
knowledge that any Default or Event of Default shall have occurred and be
continuing, no Borrowing may be converted into or continued as (upon expiration
of the current Interest Period) Eurodollar Advances unless the Administrative
Agent and each of the Lenders shall have otherwise consented in writing. No
conversion of any Borrowing of Eurodollar Advances shall be permitted except on
the last day of the Interest Period in respect thereof.

        (d)     Without in any way limiting the Borrower's obligation to confirm
in writing any telephonic notice, the Administrative Agent may act without
liability upon the basis of telephonic notice believed by the Administrative
Agent in good faith to be from the Borrower prior to receipt of written
confirmation. In each such case, the Borrower hereby waives the right to dispute
the Administrative Agent's record of the terms of such telephonic notice.

        (e)     The Administrative Agent shall promptly give each Lender notice
by telephone (confirmed in writing) or by telex, telecopy or facsimile
transmission of the matters covered by the notices given to the Administrative
Agent pursuant to this Section 3.01 with respect to the Commitments.

        SECTION 3.02. DISBURSEMENT OF FUNDS.

        (a)     No later than 2:00 PM (local time for the Administrative Agent)
on the date of each Syndicated Loan pursuant to the Commitments (other than one
resulting from a conversion or continuation pursuant to Section 3.01(b)), each
Lender will make available its Pro Rata Share of such Syndicated Loan in
immediately available funds at the Payment Office of the Administrative Agent.
The Administrative Agent will make available to the Borrower the aggregate of
the amounts (if any) so made available by the Lenders to the Administrative
Agent in a timely manner by crediting such amounts to the Borrower's demand
deposit account maintained with the Administrative Agent or at the Borrower's
option, effecting a wire transfer of such amounts to an account specified by the
Borrower, by the close of business on such Business Day. In the event that the
Lenders do not make such amounts available to the Administrative Agent by the
time prescribed above, but such amount is received later that day, such amount
may be credited to the Borrower in the manner described in the preceding
sentence


                                       29
<PAGE>   37

on the next Business Day (with interest on such amount to begin accruing
hereunder on such next Business Day).

        (b)     No later than 3:00 PM (local time for the Administrative Agent)
on the date of each Swingline Loan, the Swingline Lender will make available the
amount of its Swingline Loan in immediately available funds at the Payment
Office of the Administrative Agent on the date of such Swingline Loan.

        (c)     Unless the Administrative Agent shall have been notified by any
Lender prior to the date of a Borrowing (or, with respect to a Borrowing
consisting of Base Rate Advances, prior to 12:00 Noon on the date of such
Borrowing) that such Lender does not intend to make available to the
Administrative Agent such Lender's portion of the Borrowing to be made on such
date, the Administrative Agent may assume that such Lender has made such amount
available to the Administrative Agent on such date and the Administrative Agent
may make available to the Borrower a corresponding amount. If such corresponding
amount is not in fact made available to the Administrative Agent by such Lender
on the date of Borrowing, the Administrative Agent shall be entitled to recover
such corresponding amount on demand from such Lender together with interest at
the Federal Funds Rate. If such Lender does not pay such corresponding amount
forthwith upon the Administrative Agent's demand therefor, the Administrative
Agent shall promptly notify the Borrower, and the Borrower shall immediately pay
such corresponding amount to the Administrative Agent together with interest at
the rate specified for the Borrowing. Nothing in this subsection shall be deemed
to relieve any Lender from its obligation to fund its Commitment or Swingline
Loans hereunder or to prejudice any rights which the Borrower may have against
any Lender as a result of any default by such Lender hereunder.

        (d)     All Syndicated Loans under the Commitments shall be loaned by
the Lenders on the basis of their Pro Rata Share of the Commitments. All
Swingline Loans shall be loaned by the Swingline Lender. No Lender shall be
responsible for any default by any other Lender in its obligations hereunder,
and each Lender shall be obligated to make the Loans provided to be made by it
hereunder, regardless of the failure of any other Lender to fund its Commitments
or Swingline Loans hereunder.

        SECTION 3.03. INTEREST.

        (a)     The Borrower agrees to pay interest in respect of all unpaid
principal amounts of Loans from the respective dates such principal amounts were
advanced to maturity (whether by acceleration, notice of prepayment or
otherwise) at rates per annum equal to the applicable rates indicated below:

                (i)     For Base Rate Advances--The relevant Base Rate in effect
    from time to time plus the Base Rate Margin; or

                (ii)    For Eurodollar Advances--The relevant Adjusted LIBO Rate
    plus the Applicable Margin.



                                       30
<PAGE>   38

        (b)     Overdue principal and, to the extent not prohibited by
applicable law, overdue interest, in respect of the Loans, and all other overdue
amounts owing hereunder, shall bear interest from each date that such amounts
are overdue:

                (i)     in the case of overdue principal and interest with
    respect to all Loans outstanding as Eurodollar Advances, at the rate
    otherwise applicable for the then-current Interest Period plus an
    additional two percent (2.0%) per annum; thereafter at the rate in
    effect for Base Rate Advances plus an additional two percent (2.0%) per
    annum; and

                (ii)    in the case of overdue principal and interest with
    respect to all other Loans outstanding as Base Rate Advances, and all other
    Obligations hereunder (other than Loans), at a rate in effect for Base Rate
    Advances plus an additional two percent (2.0%) per annum;

        (c)     Interest on each Loan shall accrue from and including the date
of such Loan to but excluding the date of any repayment thereof; provided that,
if a Loan is repaid on the same day made, one day's interest shall be paid on
such Loan. Interest on all Base Rate Advances shall be payable monthly in
arrears on the last calendar day of each calendar month. Interest on all
outstanding Eurodollar Advances shall be payable on the last day of each
Interest Period applicable thereto, and, in the case of Interest Periods in
excess of three months, on each day which occurs every 3 months, as the case may
be, after the initial date of such Interest Period. Interest on all Loans shall
be payable on any conversion of any Advances comprising such Loans into Advances
of another Type, prepayment (on the amount prepaid), at maturity (whether by
acceleration, notice of prepayment or otherwise) and, after maturity, on demand;
and

        (d)     The Administrative Agent, upon determining the Adjusted LIBO
Rate for any Interest Period, shall promptly notify by telephone (confirmed in
writing) or in writing the Borrower and the other Lenders. Any such
determination shall, absent manifest error, be final, conclusive and binding for
all purposes.

        SECTION 3.04. INTEREST PERIODS.

        (a)     In connection with the making or continuation of, or conversion
into, each Borrowing of Eurodollar Advances, the Borrower shall select an
Interest Period to be applicable to such Eurodollar Advances, which Interest
Period shall be either a 1, 2, 3 or 6 month period.

        (b)     Notwithstanding paragraph (a) above:

                (i)     The initial Interest Period for any Borrowing of
    Eurodollar Advances shall commence on the date of such Borrowing (including
    the date of any conversion from a Borrowing consisting of Advances of
    another Type) and each Interest Period occurring thereafter in respect of
    such Borrowing shall commence on the day on which the next preceding
    Interest Period expires;

                (ii)    If any Interest Period would otherwise expire on a day
    which is not a Business Day, such Interest Period shall expire on the next
    succeeding Business Day, provided that if any Interest Period in respect of
    Eurodollar Advances would otherwise



                                       31
<PAGE>   39

    expire on a day that is not a Business Day but is a day of the month after
    which no further Business Day occurs in such month, such Interest Period
    shall expire on the next preceding Business Day;

                (iii)   Any Interest Period in respect of Eurodollar Advances
    which begins on a day for which there is no numerically corresponding day in
    the calendar month at the end of such Interest Period shall, subject to part
    (iv) below, expire on the last Business Day of such calendar month; and

                (iv)    No Interest Period with respect to the Loans shall
    extend beyond the Maturity Date.

        SECTION 3.05. FEES.

        (a)     The Borrower shall pay to the Administrative Agent, for the
account of and distribution of the respective Pro Rata Share to each Lender
(subject to the last sentence hereof), a commitment fee (the "Commitment Fee")
for the period commencing on the Fourth Amendment Date to and including the
Maturity Date, computed at a rate equal to the Applicable Commitment Fee
Percentage per annum multiplied by the average daily unused portion of the
Commitments of the Lenders, such fee being payable quarterly in arrears on or
before the date which is five days following the last day of each fiscal quarter
of the Borrower and on the Maturity Date. For purposes of calculating the
Commitment Fee, Swingline Loans shall not be considered a usage of the
Commitments. Outstanding Letter of Credit Obligations shall be considered a
usage of the Commitments.

        (b)     The Borrower agrees to pay to the Administrative Agent, for the
account of the Lenders, a letter of credit fee equal to the Applicable Margin
applicable to Eurodollar Advances multiplied by the daily average amount of
Letter of Credit Obligations (the "Letter of Credit Fee"). The Letter of Credit
Fee shall be payable by the Borrower quarterly, in arrears, on or before the
date which is five days following the last day of each fiscal quarter of the
Borrower, and on the Maturity Date.

        (c)     On the Fourth Amendment Date, Borrower shall pay to the
Administrative Agent for the account of each Lender an amendment fee equal to
0.375% times the Commitment of each such Lender.

        (d)     Without duplication of the Term Loan Agreement, the Borrower
shall pay to Scotia Capital and the Administrative Agent, for their own account,
such fees in the amounts and on the dates set forth in the Fee Letter. The
Borrower also shall pay to the Issuer with respect to each Letter of Credit a
fronting fee as described in the Fee Letter and other customary administrative,
issuance, amendment, payment and negotiation fees.

        SECTION 3.06. VOLUNTARY AND MANDATORY PREPAYMENTS OF BORROWINGS.

        (a)     Voluntary Prepayments

                (i)     The Borrower may, at its option, prepay Borrowings
    consisting of Base Rate Advances at any time in whole, or from time to time
    in part, in amounts



                                       32
<PAGE>   40

    aggregating $100,000 or any greater integral multiple of $100,000, by paying
    the principal amount to be prepaid together with interest accrued and unpaid
    thereon to the date of prepayment. Those Borrowings consisting of Eurodollar
    Advances may be prepaid, at the Borrower's option, in whole, or from time to
    time in part, in amounts aggregating $1,000,000 or any greater integral
    multiple of $100,000, by paying the principal amount to be prepaid, together
    with interest accrued and unpaid thereon to the date of prepayment, and all
    compensation payments pursuant to Section 3.12 if such prepayment is made on
    a date other than the last day of an Interest Period applicable thereto.
    Each such optional prepayment shall be applied in accordance with Section
    3.06(a)(iii) below.

                (ii)    The Borrower shall give written notice (or telephonic
    notice confirmed in writing) to the Administrative Agent of any intended
    prepayment of the Loans (i) prior to 12:00 noon (local time for the
    Administrative Agent), on the date of any prepayment of Base Rate Advances
    and (ii) not less than three Business Days prior to any prepayment of
    Eurodollar Advances. Such notice, once given, shall be irrevocable. Upon
    receipt of such notice of prepayment, the Administrative Agent shall
    promptly notify each Lender of the contents of such notice and of such
    Lender's share of such prepayment.

                (iii)   The Borrower, when providing notice of prepayment
    pursuant to Section 3.06(a)(iii), may designate the Types of Advances and
    the specific Borrowing or Borrowings which are to be prepaid provided that
    each prepayment made pursuant to a single Borrowing shall be applied pro
    rata among the Advances comprising such Borrowing. In the absence of a
    designation by the Borrower, the Administrative Agent shall, subject to the
    foregoing, make such designation in its sole discretion. All voluntary
    prepayments shall be applied pursuant to Section 3.06(c)(i).

        (b)     Mandatory Prepayments. After all Loans outstanding under the
Term Loan Agreement have been paid in full:

                (i)     Net Equity or Debt Proceeds. Concurrently with the
    receipt by any Consolidated Company of Net Equity or Debt Proceeds, the
    Borrower shall make a mandatory prepayment of the Loans in an amount equal
    to 100% of such Net Equity or Debt Proceeds, to be applied as set forth in
    Sections 3.14 and 3.06(c).

                (ii)    Permitted Asset Sales. Concurrently with the receipt by
    any Consolidated Company of the Net Disposition Proceeds of any Permitted
    Asset Sale, the Borrower shall make a mandatory prepayment of the Loans in
    an amount equal to 100% of such Net Disposition Proceeds, to be applied as
    set forth in Sections 3.14 and 3.06(c).

                (iii)   Securitizations. Concurrently with the receipt by any
    Consolidated Company of the proceeds of any Permitted Receivables Purchase
    Facility, the Borrower shall make a mandatory prepayment of the Loans in an
    amount equal to 85% of such proceeds, to be applied as set forth in Sections
    3.14 and 3.06(c).



                                       33
<PAGE>   41

                (iv)    Insurance. Upon the earlier of (i) the occurrence and
    continuation of an Event of Default, or (ii) one year after the receipt by
    any Consolidated Company of the net proceeds from any insurance policy or
    coverage covering any real property portion and related personal property of
    the Collateral, the Borrower shall make a mandatory prepayment of such Loans
    in an amount equal to 100% of such net proceeds that have not been used to
    restore the damaged property to its pre-existing form or replace such
    property with one of substantially equivalent functionality and value.
    Notwithstanding the preceding sentence, the Borrower shall make a mandatory
    prepayment in an amount equal to 100% of any additional insurance proceeds
    received after the Fourth Amendment Date in excess of $7,500,000 with
    respect to the fire and explosion occurring on March 5, 2000 at the New
    River Foundry in Lynchburg, Virginia ("New River") even though New River has
    already been rebuilt.

        (c)     Application. Amounts prepaid pursuant to Sections 3.06(a) and
(b) shall be applied as follows:

                (i)     Subject to Section 3.06(a)(iii) and to subclause (ii)
    below, each prepayment or repayment of the principal of the Loans shall be
    applied, to the extent of such prepayment or repayment, first, to the
    principal amount thereof being maintained as Base Rate Advances, and second,
    subject to the terms of Section 3.12, to the principal amount thereof being
    maintained as Eurodollar Advances.

                (ii)    Each prepayment of the Loans shall be applied pro rata
    as to a prepayment of the outstanding principal amount of all such Loans
    being repaid.

        SECTION 3.07. PAYMENTS MANDATORY REDUCTION OF COMMITMENTS, ETC.

        (a)     All mandatory prepayments required to be made under Section
3.06(b) shall permanently reduce the Commitments by an equal amount, regardless
of whether Loans of such amount are outstanding.

        (b)     Except as otherwise specifically provided herein, all payments
under this Agreement and the other Credit Documents shall be made without
defense, set-off or counterclaim to the Administrative Agent not later than 1:00
PM (local time for the Administrative Agent) on the date when due and shall be
made in Dollars in immediately available funds at its Payment Office.

        (c)     (i) All such payments shall be made free and clear of and
without set-off, deduction or withholding for any Taxes in respect of this
Agreement, the Notes or other Credit Documents, or any payments of principal,
interest, fees or other amounts payable hereunder or thereunder (but excluding,
except as provided in paragraph (iii) hereof, any Taxes imposed on the overall
net income of any Lender pursuant to the laws of the jurisdiction in which the
principal executive office or appropriate Lending Office of such Lender is
located). If any Taxes are so levied or imposed, the Borrower agrees (A) to pay
the full amount of such Taxes, and such additional amounts as may be necessary
so that every net payment of all amounts due hereunder and under the Notes and
other Credit Documents, after withholding or deduction for or on account of any
such Taxes (including additional sums payable under this Section 3.07), will not


                                       34
<PAGE>   42

be less than the full amount provided for herein had no such deduction or
withholding been required, (B) to make such withholding or deduction and (C) to
pay the full amount deducted to the relevant authority in accordance with
applicable law. The Borrower will furnish to the Administrative Agent and each
Lender, within 30 days after the date the payment of any Taxes is due pursuant
to applicable law, certified copies of tax receipts evidencing such payment by
the Borrower. The Borrower will indemnify and hold harmless the Administrative
Agent, the Issuer and each Lender and reimburse the Administrative Agent, the
Issuer and each Lender upon written request for the amount of any Taxes so
levied or imposed and paid by the Administrative Agent, the Issuer or such
Lender and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes were correctly or
illegally asserted. A certificate as to the amount of such payment by such
Lender, the Issuer or the Administrative Agent, absent manifest error, shall be
final, conclusive and binding for all purposes.

                (ii)    Each Lender that is organized under the laws of any
jurisdiction other than the United States of America or any State thereof
(including the District of Columbia) agrees to furnish to the Borrower and the
Administrative Agent, prior to the time it becomes a Lender hereunder, two
copies of either U.S. Internal Revenue Service Form W-8BEN or U.S. Internal
Revenue Service Form W-8ECI or any successor forms thereto (wherein such Lender
claims entitlement to complete exemption from or reduced rate of U.S. Federal
withholding tax on interest paid by the Borrower hereunder) and to provide to
the Borrower and the Administrative Agent a new Form W-8BEN or Form W-8ECI or
any successor forms thereto if any previously delivered form is found to be
incomplete or incorrect in any material respect or upon the obsolescence of any
previously delivered form; provided, however, that no Lender shall be required
to furnish a form under this paragraph (ii) if it is not entitled to claim an
exemption from or a reduced rate of withholding under applicable law. A Lender
that is not entitled to claim an exemption from or a reduced rate of withholding
under applicable law, promptly upon written request of the Borrower, shall so
inform the Borrower in writing.

                (iii)   The Borrower shall also reimburse the Administrative
Agent, the Issuer and each Lender, upon written request, for any Taxes imposed
(including, without limitation, Taxes imposed on the overall net income of the
Administrative Agent, the Issuer or such Lender or its applicable Lending Office
pursuant to the laws of the jurisdiction in which the principal executive office
or the applicable Lending Office of the Administrative Agent, the Issuer or such
Lender is located) as the Administrative Agent, the Issuer or such Lender shall
determine are payable by the Administrative Agent, the Issuer or such Lender in
respect of amounts paid by or on behalf of the Borrower to or on behalf of the
Administrative Agent, the Issuer or such Lender pursuant to paragraph (i)
hereof.

        (d)     Subject to Section 3.04(b)(ii), whenever any payment to be made
hereunder or under any Note shall be stated to be due on a day which is not a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest thereon shall
be payable at the applicable rate during such extension.

        (e)     All computations of interest and fees shall be made on the basis
of a year of 360 days for the actual number of days (including the first day but
excluding the last day)



                                       35
<PAGE>   43

occurring in the period for which such interest or fees are payable (to the
extent computed on the basis of days elapsed), except that interest on Base Rate
Advances shall be computed on the basis of a year of 365/366 days for the actual
number of days. Interest on Base Rate Advances shall be calculated based on the
Base Rate from and including the date of such Loan to but excluding the date of
the repayment or conversion thereof. Interest on Eurodollar Advances shall be
calculated as to each Interest Period from and including the first day thereof
to but excluding the last day thereof. Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be made in good faith and,
except for manifest error, shall be final, conclusive and binding for all
purposes.

        (f)     Payment by the Borrower to the Administrative Agent in
accordance with the terms of this Agreement shall, as to the Borrower,
constitute payment to the Lenders under this Agreement.

        SECTION 3.08. INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that
the Administrative Agent shall have determined (which determination shall be
made in good faith and, absent manifest error, shall be final, conclusive and
binding upon all parties) that on any date for determining the Adjusted LIBO
Rate for any Interest Period, by reason of any changes arising after the date of
this Agreement affecting the London interbank market, or the Administrative
Agent's position in such market, adequate and fair means do not exist for
ascertaining the applicable interest rate on the basis provided for in the
definition of Adjusted LIBO Rate then, and in any such event, the Administrative
Agent shall forthwith give notice (by telephone confirmed in writing) to the
Borrower and to the Lenders, of such determination and a summary of the basis
for such determination. Until the Administrative Agent notifies the Borrower
that the circumstances giving rise to the suspension described herein no longer
exist, the obligations of the Lenders to make or permit portions of the Loans to
remain outstanding past the last day of the then current Interest Periods as
Eurodollar Advances shall be suspended, and such affected Advances shall bear
interest at the Base Rate plus the Base Rate Margin (or at such other rate of
interest per annum as the Borrower and each of the Administrative Agent and the
Lenders shall have agreed to in writing).

        SECTION 3.09. ILLEGALITY.

        (a)     In the event that any Lender shall have determined (which
determination shall be made in good faith and, absent manifest error, shall be
final, conclusive and binding upon all parties) at any time that the making or
continuance of any Eurodollar Advance has become unlawful by compliance by such
Lender in good faith with any applicable law, governmental rule, regulation,
guideline or order (whether or not having the force of law and whether or not
failure to comply therewith would be unlawful), then, in any such event, the
Lender shall give prompt notice (by telephone confirmed in writing) to the
Borrower and to the Administrative Agent of such determination and a summary of
the basis for such determination (which notice the Administrative Agent shall
promptly transmit to the other Lenders).

        (b)     Upon the giving of the notice to the Borrower referred to in
subsection (a) above, (i) the Borrower's right to request and such Lender's
obligation to make Eurodollar Advances shall be immediately suspended, and such
Lender shall make an Advance as part of the requested Borrowing of Eurodollar
Advances, bearing interest at the Base Rate plus the



                                       36
<PAGE>   44

applicable Base Rate Margin (or at such other rate of interest per annum as the
Borrower and each of the Administrative Agent and such Lender shall have agreed
to in writing), which Base Rate Advance shall, for all other purposes, be
considered part of such Borrowing, and (ii) if the affected Eurodollar Advance
or Advances are then outstanding, each such Advance shall be automatically
converted into a Base Rate Advance, provided that if more than one Lender is
affected at any time, then all affected Lenders must be treated the same
pursuant to this Section 3.09(b).

        (c)     Notwithstanding any other provision contained in this Agreement,
the Issuer shall not be obligated to issue any Letter of Credit, nor shall any
Lender be obligated to purchase its participation in any Letter of Credit to be
issued hereunder, if the issuance of such Letter of Credit or purchase of such
participation shall have become unlawful or prohibited by compliance by the
Issuer or such Lender in good faith with any law, governmental rule, guideline,
request, order, injunction, judgment or decree (whether or not having the force
of law); provided that in the case of the obligation of a Lender to purchase
such participation, such Lender shall have notified the Issuer to such effect at
least three (3) Business Days' prior to the issuance thereof by the Issuer,
which notice shall relieve the Issuer of its obligation to issue such Letter of
Credit pursuant to Section 2.04 and Section 2.05 hereof.

        SECTION 3.10. INCREASED COSTS.

        (a)     (i) If, by reason of (x) after the date hereof, the introduction
of or any change (including, without limitation, any change by way of imposition
or increase of reserve requirements) in or in the interpretation of any law or
regulation, or (y) the compliance with any guideline or request from any central
bank or other governmental authority or quasi-governmental authority exercising
control over banks or financial institutions generally (whether or not having
the force of law):

                (1)     any Lender (or its applicable Lending Office) shall be
    subject to any tax, duty or other charge with respect to its Eurodollar
    Advances, Letter of Credit Obligations or its obligation to make Eurodollar
    Advances or to issue or participate in Letters of Credit, or the basis of
    taxation of payments to any Lender of the principal of or interest on its
    Eurodollar Advances or its obligation to make Eurodollar Advances or to
    issue or participate in Letters of Credit shall have changed (except for
    changes in the tax on the overall net income of such Lender or its
    applicable Lending Office imposed by the jurisdiction in which such Lender's
    principal executive office or applicable Lending Office is located); or

                (2)     any reserve (including, without limitation, any imposed
    by the Board of Governors of the Federal Reserve System), special deposit or
    similar requirement against assets of, deposits with or for the account of,
    or credit extended by, any Lender's applicable Lending Office shall be
    imposed or deemed applicable or any other condition affecting its Eurodollar
    Advances, Letter of Credit Obligations or its obligation to make or
    participate in Eurodollar Advances or Letters of Credit shall be imposed on
    any Lender or its applicable Lending Office or the London interbank market;



                                       37
<PAGE>   45

and as a result thereof there shall be any increase in the cost to such Lender
of agreeing to make or making, funding, participating in or maintaining
Eurodollar Advances or Letters of Credit (except to the extent already included
in the determination of the applicable Adjusted LIBO Rate), or there shall be a
reduction in the amount received or receivable by such Lender or its applicable
Lending Office, or

                (ii)    in the event that any Lender shall have determined that
any law, treaty, governmental (or quasi-governmental) rule, regulation,
guideline or order regarding capital adequacy not currently in effect or fully
applicable as of the Fourth Amendment Date, or any change therein or in the
interpretation or application thereof after the Fourth Amendment Date, or
compliance by such Lender with any request or directive regarding capital
adequacy not currently in effect or fully applicable as of the Fourth Amendment
Date (whether or not having the force of law and whether or not failure to
comply therewith would be unlawful) from a central bank or governmental
authority or body having jurisdiction, does or shall have the effect of reducing
the rate of return on such Lender's capital as a consequence of its obligations
hereunder to a level below that which such Lender could have achieved but for
such law, treaty, rule, regulation, guideline or order, or such change or
compliance (taking into consideration such Lender's policies with respect to
capital adequacy) by an amount deemed by such Lender to be material,

then, in the case of (i) or (ii) above, upon written notice from and demand by
such Lender on the Borrower (with a copy of such notice and demand to the
Administrative Agent), the Borrower shall from time to time (subject, in the
case of certain Taxes, to the applicable provisions of Section 3.07(b)) pay to
the Administrative Agent for the account of such Lender within five Business
Days after the date of such notice and demand, additional amounts sufficient to
indemnify such Lender against such increased cost or reduced yield. A
certificate as to the amount of such increased cost or reduced yield submitted
to the Borrower and the Administrative Agent by such Lender in good faith and
accompanied by a statement prepared by such Lender describing in reasonable
detail the basis for and calculation of such increased cost, shall, except for
manifest error, be final, conclusive and binding for all purposes.

        (b)     If any Lender shall advise the Administrative Agent that at any
time, because of the circumstances described in clauses (x) or (y) in Section
3.10(a) or any other circumstances beyond such Lender's reasonable control
arising after the date of this Agreement affecting such Lender or the London
interbank market or such Lender's position in such markets, the Adjusted LIBO
Rate as determined by the Administrative Agent, will not adequately and fairly
reflect the cost to such Lender of funding its Eurodollar Advances, then, and in
any such event:

                (i)     the Administrative Agent shall forthwith give notice (by
    telephone confirmed in writing) to the Borrower and to the other Lenders of
    such advice;

                (ii)    the Borrower's right to request and such Lender's
    obligation to make or permit portions of the Loans to remain outstanding
    past the last day of the then current Interest Periods as Eurodollar
    Advances shall be immediately suspended; and



                                       38
<PAGE>   46

                (iii)   such Lender shall make an Advance as part of the
    requested Borrowing of Eurodollar Advances, as the case may be, bearing
    interest at the Base Rate plus the applicable Base Rate Margin (or at such
    other rate of interest per annum as the Borrower and each of the
    Administrative Agent and such Lender shall have agreed to in writing), which
    Base Rate Advance shall, for all other purposes, be considered part of such
    Borrowing.

        SECTION 3.11. LENDING OFFICES.

        (a)     Each Lender agrees that, if requested by the Borrower, it will
use reasonable efforts (subject to overall policy considerations of such Lender)
to designate an alternate Lending Office with respect to any of its Eurodollar
Advances affected by the matters or circumstances described in Sections 3.07(b),
3.08, 3.09 or 3.10 to reduce the liability of the Borrower or avoid the results
provided thereunder, so long as such designation is not disadvantageous to such
Lender as determined by such Lender, which determination if made in good faith,
shall be conclusive and binding on all parties hereto. Nothing in this Section
3.11 shall affect or postpone any of the obligations of the Borrower or any
right of any Lender provided hereunder.

        (b)     If any Lender that is organized under the laws of any
jurisdiction other than the United States of America or any State thereof
(including the District of Columbia) issues a public announcement with respect
to the closing of its lending offices in the United States such that any
withholdings or deductions and additional payments with respect to Taxes may be
required to be made by the Borrower thereafter pursuant to Section 3.07(b), such
Lender shall use reasonable efforts to furnish the Borrower notice thereof as
soon as practicable thereafter; provided, however, that no delay or failure to
furnish such notice shall in any event release or discharge the Borrower from
its obligations to such Lender pursuant to Section 3.07(b) or otherwise result
in any liability of such Lender.

        SECTION 3.12. FUNDING LOSSES. The Borrower shall compensate each Lender,
upon its written request to the Borrower (which request shall set forth the
basis for requesting such amounts in reasonable detail and which request shall
be made in good faith and, absent manifest error, shall be final, conclusive and
binding upon all of the parties hereto), for all losses, expenses and
liabilities (including, without limitation, any interest paid by such Lender to
lenders of funds borrowed by it to make or carry its Eurodollar Advances, in
either case to the extent not recovered by such Lender in connection with the
re-employment of such funds and including loss of anticipated profits), which
the Lender may sustain: (i) if for any reason (other than a default by such
Lender) a borrowing of, or conversion to or continuation of, Eurodollar Advances
to the Borrower does not occur on the date specified therefor in a Notice of
Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (ii)
if any repayment (including mandatory prepayments and conversions pursuant to
Section 3.09(b)) of any Eurodollar Advances by the Borrower occurs on a date
which is not the last day of an Interest Period applicable thereto, or (iii) if,
for any reason, the Borrower defaults in its obligation to repay its Eurodollar
Advances when required by the terms of this Agreement.

        SECTION 3.13. ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR ADVANCES.
Calculation of all amounts payable to a Lender under this Article III shall be
made as though that



                                       39
<PAGE>   47

Lender had actually funded its relevant Eurodollar Advances through the purchase
of deposits in the relevant market bearing interest at the rate applicable to
such Eurodollar Advances in an amount equal to the amount of the Eurodollar
Advances and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar Advances from an offshore office of that
Lender to a domestic office of that Lender in the United States of America;
provided however, that each Lender may fund each of its Eurodollar Advances in
any manner it sees fit and the foregoing assumption shall be used only for
calculation of amounts payable under this Article III.

        SECTION 3.14. APPORTIONMENT OF PAYMENTS. Aggregate principal and
interest payments in respect of Loans and payments in respect of Letter of
Credit Fees and Commitment Fees shall be apportioned among all outstanding
Commitments, Letter of Credit Obligations and Loans to which such payments
relate, proportionately to the Lenders' respective pro rata portions of such
Commitments and outstanding Loans and Letter of Credit Obligations. The
Administrative Agent shall promptly distribute to each Lender at its Payment
Office set forth beside its name on Schedule 10.01 or such other address as any
Lender may request its share of all such payments received by the Administrative
Agent.

        SECTION 3.15. SHARING OF PAYMENTS, ETC. If any Lender shall obtain any
payment or reduction (including, without limitation, any amounts received as
adequate protection of a deposit treated as cash collateral under the Bankruptcy
Code) of the Obligations (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) in excess of its pro rata portion of
payments or reductions on account of such obligations obtained by all the
Lenders (other than, prior to the termination of the Commitments, payments of
principal, interest and fees with respect to the Swingline Loans which are
payable solely to the Swingline Lender), such Lender shall forthwith (i) notify
each of the other Lenders and Administrative Agent of such receipt, and (ii)
purchase from the other Lenders such participations in the affected obligations
as shall be necessary to cause such purchasing Lender to share the excess
payment or reduction, net of costs incurred in connection therewith, ratably
with each of them, provided that if all or any portion of such excess payment or
reduction is thereafter recovered from such purchasing Lender or additional
costs are incurred, the purchase shall be rescinded and the purchase price
restored to the extent of such recovery or such additional costs, but without
interest unless the Lender obligated to return such funds is required to pay
interest on such funds. The Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 3.15 may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off) with respect to such participation as fully as if such
Lender were the direct creditor of the Borrower in the amount of such
participation.

        SECTION 3.16. BENEFITS TO GUARANTORS. In consideration of the execution
and delivery by the Guarantors of the Guaranty Agreement, the Borrower agreed,
subject to the terms of the Existing Loan Agreement, and further agrees, to make
extensions of credit thereunder and hereunder available to the Guarantors.

        SECTION 3.17. LIMITATION ON CERTAIN PAYMENT OBLIGATIONS.

        (a)     Each Lender or Administrative Agent shall make written demand on
the Borrower for indemnification or compensation pursuant to Section 3.07 no
later than 90 days



                                       40
<PAGE>   48

after the earlier of (i) the date on which such Lender or Administrative Agent
makes payment of such Taxes, and (ii) the date on which the relevant taxing
authority or other governmental authority makes written demand upon such Lender
or Administrative Agent for payment of such Taxes.

        (b)     Each Lender or Administrative Agent shall make written demand on
the Borrower for indemnification or compensation pursuant to Section 3.12 no
later than 90 days after the event giving rise to the claim for indemnification
or compensation occurs.

        (c)     Each Lender or Administrative Agent shall make written demand on
the Borrower for indemnification or compensation pursuant to Section 3.10 no
later than 90 days after such Lender or Administrative Agent receives actual
notice or obtains actual knowledge of the promulgation of a law, rule, order or
interpretation or occurrence of another event giving rise to a claim pursuant to
such sections.

        (d)     In the event that the Lenders or Administrative Agent fail to
give the Borrower notice within the time limitations prescribed in (a) or (b)
above, the Borrower shall not have any obligation to pay such claim for
compensation or indemnification. In the event that any Lender or Administrative
Agent fails to give the Borrower notice within the time limitation prescribed in
(c) above, the Borrower shall not have any obligation to pay any amount with
respect to claims accruing prior to the ninetieth day preceding such written
demand.

        SECTION 3.18. LETTER OF CREDIT OBLIGATIONS ABSOLUTE. The obligation of
the Borrower to reimburse the Issuer for drawings made under Letters of Credit
issued for the account of the Borrower and the Lenders' obligation to honor
their participations purchased therein shall be unconditional and irrevocable
and shall be paid strictly in accordance with the terms of this Agreement under
all circumstances, including without limitation, the following circumstances:

        (a)     Any lack of validity or enforceability of any Letter of Credit;

        (b)     The existence of any claim, set-off, defense or other right
which the Borrower or any Subsidiary or Affiliate of the Borrower may have at
any time against a beneficiary or any transferee of any Letter of Credit (or any
Persons or entities for whom any such beneficiary or transferee may be acting),
any Lender or any other Person, whether in connection with this Agreement, the
transactions contemplated herein or any unrelated transaction (including without
limitation any underlying transaction between the Borrower or any of its
Subsidiaries and Affiliates and the beneficiary for which such Letter of Credit
was procured); provided that nothing in this Section shall affect the right of
the Borrower to seek relief against any beneficiary, transferee, Lender or any
other Person in any action or proceeding or to bring a counterclaim in any suit
involving such Persons;

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



                                       41
<PAGE>   49

        (d)     Payment by the Issuer under any Letter of Credit against
presentation of a demand, draft or certificate or other document which does not
comply with the terms of such Letter of Credit;

        (e)     Any other circumstance or happening whatsoever which is similar
to any of the foregoing; or

        (f)     the fact that a Default or an Event of Default shall have
occurred and be continuing.

Nothing in this Section 3.18 shall prevent an action against the Issuer for its
gross negligence or willful misconduct in honoring drafts under the Letters of
Credit.

        SECTION 3.19. FAILURE TO MAINTAIN MINIMUM REQUIRED RATING. If any Lender
has either (a) had its long-term deposit rating reduced below the Minimum
Required Rating by either Rating Agency, or (b) in the case of a Lender that is
a party to this Agreement on the Closing Date and has, on such date, a long-term
deposit rating from the Rating Agencies below the applicable Minimum Required
Rating, such Lender has received from either Rating Agency a reduction in its
long-term deposit rating from the rating in effect on the Closing Date, such
Lender, will, upon the request of the Administrative Agent, assign at par its
Commitment and all of its right, title and interest in and to any Letters of
Credit or Loans outstanding thereunder, to an Eligible Assignee designated by
the Administrative Agent and acceptable to the Borrower in accordance with the
terms of this Agreement.

                                  ARTICLE IV.

                 CONDITIONS TO BORROWINGS/FOURTH AMENDMENT DATE

        The obligations of each Lender to issue or participate in Letters of
Credit or make Advances to the Borrower, the obligation of the Issuer to issue
Letters of Credit for the account of the Borrower and the amendment of the
Existing Loan Agreement provided for hereunder is subject to the satisfaction of
the following conditions:

        SECTION 4.01. CONDITIONS PRECEDENT TO FOURTH AMENDMENT DATE. On the
Fourth Amendment Date, all obligations of the Borrower hereunder incurred prior
to such date (including, without limitation, the Borrower's obligations to
reimburse the reasonable fees and expenses of counsel to the Administrative
Agent and any fees and expenses payable to the Administrative Agent, the Lenders
(including Scotia Capital) and their Affiliates pursuant to the Fee Letter or as
otherwise previously agreed with the Borrower), shall have been paid in full,
and the Administrative Agent shall have received each of the following (unless
waived in writing by the Lenders), in form and substance reasonably satisfactory
in all respects to the Administrative Agent:

        (a)     the duly executed counterparts of the Fourth Amendment executed
by the Borrower, the Guarantors and the Required Lenders.

        (b)     the duly executed Revolving Credit Notes evidencing the
Commitments;



                                       42
<PAGE>   50

        (c)     the duly executed Swingline Note;

        (d)     the duly executed Guaranty Agreement, Security Agreements,
Patent Security Agreements, Copyright Security Agreements and Trademark Security
Agreements, along with copies of filed UCC-1 financing statements, stock
certificates, stock powers endorsed in blank and other documents necessary for
the Collateral Agent to receive a first priority, perfected security interest in
the Collateral (other than such Collateral that consists of real property) or
Capital Securities of Foreign 956 Subsidiaries;

        (e)     certificate of the Borrower in substantially the form of Exhibit
F attached hereto and appropriately completed:

        (f)     certificates of the Secretary or Assistant Secretary of each of
the Credit Parties (or, in the case of any Foreign Subsidiary, a comparable
company officer) attaching and certifying copies of the resolutions of the
boards of directors (or, in the case of any Foreign Subsidiary, the comparable
governing body of such entity) of the Credit Parties, authorizing as applicable
the execution, delivery and performance of the Credit Documents;

        (g)     certificates of the Secretary or an Assistant Secretary of each
of the Credit Parties (or, in the case of any Foreign Subsidiary, a comparable
company officer) certifying (i) the name, title and true signature of each
officer of such entities executing the Credit Documents, and (ii) the bylaws or
comparable governing documents of such entities;

        (h)     certified copies of the Organic Documents certified by the
Secretary of State or the Secretary or Assistant Secretary of such Credit Party,
together with certificates of good standing or existence, as may be available
from the Secretary of State (or comparable office or registry for each Foreign
Subsidiary) of the jurisdiction of incorporation or organization of such Credit
Party;

        (i)     copies of all documents and instruments, including all consents,
authorizations and filings, required or advisable under any Requirement of Law
or by any material Contractual Obligation of the Credit Parties, in connection
with the execution, delivery, performance, validity and enforceability of the
Credit Documents and the other documents to be executed and delivered hereunder,
and such consents, authorizations, filings and orders shall be in full force and
effect and all applicable waiting periods shall have expired without any
requests for additional information;

        (j)     an internally prepared draft of the Borrower's consolidated
financial statements for the fiscal period ending March 31, 2001, certified by
the chief financial officer of the Borrower;

        (k)     copies of all existing Phase 1 and Phase 2 environmental
reports, and such other environmental materials as the Administrative Agent or
its counsel shall have reasonably requested with respect to any of the real
property portion of the Collateral;

        (l)     certificates, reports and other information as the
Administrative Agent may reasonably request from any Consolidated Company in
order to satisfy the Lenders as to the absence of any material liabilities or
obligations arising from matters relating to employees of the



                                       43
<PAGE>   51

Consolidated Companies, including employee relations, collective bargaining
agreements, Plans, Foreign Plans, and other compensation and employee benefit
plans;

        (m)     certificates, reports, environmental audits and investigations,
and other information as the Administrative Agent may reasonably request from
any Consolidated Company in order to satisfy the Lenders as to the absence of
any material liabilities or obligations arising from environmental and employee
health and safety exposures to which the Consolidated Companies may be subject,
and the plans of the Consolidated Companies with respect thereto;

        (n)     certificates, reports and other information as the
Administrative Agent may reasonably request from any Consolidated Company in
order to satisfy the Lenders as to the absence of any material liabilities or
obligations arising from litigation (including without limitation, products
liability and patent infringement claims) pending or threatened against the
Consolidated Companies;

        (o)     (i) a favorable opinion of Honigman Miller Schwartz and Cohn
LLP, counsel to the Credit Parties, substantially in the form Exhibit G-1
addressed to the Administrative Agent and each of the Lenders, (ii) favorable
opinions of Foley & Lardner LLP, counsel to the Credit Parties, substantially in
the form of Exhibit G-2, addressed to the Administrative Agent and each of the
Lenders, (iii) favorable opinions of Kilpatrick Stockton LLP, special Georgia
counsel to the Credit Parties, substantially in the form of Exhibit G-3,
addressed to the Administrative Agent and each of the Lenders and (iv) the
favorable opinion of Mayer, Brown & Platt, special New York counsel to the
Administrative Agent, substantially in the form of Exhibit G-4, addressed to the
Administrative Agent and each of the Lenders.

        (p)     all corporate proceedings and all other legal matters in
connection with the authorization, legality, validity and enforceability of the
Credit Documents shall be reasonably satisfactory in form and substance to the
Required Lenders;

        (q)     evidence that the Borrower shall have complied in all respects
with Section 4.01 of the Term Loan Agreement and that the First Restatement Date
(as defined therein) should have concurrently occurred;

        (r)     evidence that any outstanding indebtedness under the Existing
Term Loan Agreements in excess of the "Commitments" under the Term Loan
Agreement have been repaid and that the accrued commitment fees under the
Existing Loan Agreement have been paid;

        (s)     an initial Compliance Certificate, as of June 30, 2001, dated
the Fourth Amendment Date, duly executed (and with all schedules thereto duly
completed) and delivered by the chief financial or accounting officer of the
Borrower;

        (t)     insurance certificates, from one or more insurance companies
satisfactory to the Administrative Agent, evidencing coverage required to be
maintained pursuant to each Credit Document and showing the Collateral Agent as
loss payee and additional insured.



                                       44
<PAGE>   52

        (u)     the Lenders shall have received an acknowledgment from the
Borrower that it has no lender liability (or similar) claims, setoffs or
defenses against any of the Lenders as a result of any actions or omissions by
the Lenders prior to the Fourth Amendment Date;

        (v)     there shall be at least $50,000,000 in unutilized Commitments
after giving effect to the transactions contemplated hereby; and

        (w)     the Borrower shall have paid all attorney fees of the
Administrative Agent to the extent invoiced on or prior to the Fourth Amendment
Date.

        SECTION 4.02. CONDITIONS TO ALL LOANS AND LETTERS OF CREDIT. At the time
of the making of all Loans and the issuance of any Letter of Credit (before as
well as after giving effect to such Loans or Letters of Credit and to the
proposed use of the proceeds thereof), the following conditions shall have been
satisfied or shall exist:

        (a)     there shall exist no Default or Event of Default;

        (b)     all representations and warranties by the Borrower contained in
the Credit Documents shall be true and correct in all material respects with the
same effect as though such representations and warranties had been made on and
as of the date of such Loans or such issuance date;

        (c)     since the date of the most recent financial statements of the
Consolidated Companies described in Section 5.14, there shall have been no
material change (whether or not any notice with respect to such change has been
furnished to the Lenders pursuant to Section 6.07);

        (d)     there shall be no material action or proceeding instituted or
pending before any court or other governmental authority or, to the knowledge of
the Borrower, threatened seeking to prohibit or restrict one or more Credit
Party's ownership or operation of any portion of its business or assets, or to
compel one or more Credit Party to dispose of or hold separate all or any
portion of its businesses or assets, where such portion or portions of such
business(es) or assets, as the case may be, constitute a material portion of the
total businesses or assets of the Consolidated Companies; and

        (e)     the Loans to be made and the use of proceeds thereof or the
Letters of Credit to be issued, as the case may be, shall not contravene,
violate or conflict with, or involve the Administrative Agent or any Lender in a
violation of, any law, rule, injunction, or regulation, or determination of any
court of law or other governmental authority applicable to the Borrower.

        Each request for a Borrowing and the acceptance by the Borrower of the
proceeds thereof and each request for the issuance or extension of a Letter of
Credit shall constitute a representation and warranty by the Borrower, as of the
date of the Loans comprising such Borrowing or the date of the issuance or
extension of such Letter of Credit, that the applicable conditions specified in
Sections 4.01 and 4.02 have been satisfied or waived in writing.



                                       45
<PAGE>   53

                                   ARTICLE V.

                         REPRESENTATIONS AND WARRANTIES

        The Borrower (as to itself and all other Consolidated Companies)
represents and warrants as follows:

        SECTION 5.01. CORPORATE EXISTENCE; COMPLIANCE WITH LAW. Except as set
forth on Schedule 5.01(a), each of the Consolidated Companies (other than the
German Subsidiaries set forth in the next sentence) is a corporation duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation. Each of Intermet Neunkirchen Foundry GmbH,
Intermet Services GmbH and Intermet Europe GmbH is a German company with limited
liability duly organized, validly existing and in good standing under the laws
of Germany. Each of the Consolidated Companies (i) has the corporate power and
authority and the legal right to own and operate its property and to conduct its
business, (ii) is duly qualified as a foreign corporation and in good standing
under the laws of each jurisdiction where its ownership of property or the
conduct of its business requires such qualification, and (iii) is in compliance
with all material Requirements of Law. The jurisdiction of incorporation or
organization, and the ownership of all issued and outstanding Capital Securities
and other equity interests, for each Subsidiary as of the date of this Agreement
is accurately described on Schedule 5.01.

        SECTION 5.02. CORPORATE POWER; AUTHORIZATION. Each of the Credit Parties
has the corporate power and authority to make, deliver and perform the Credit
Documents to which it is a party and has taken all necessary corporate action to
authorize the execution, delivery and performance of such Credit Documents.
Except as set forth on Schedule 5.02, no consent or authorization of, or filing
with, any Person (including, without limitation, any governmental authority), is
required in connection with the execution, delivery or performance by any Credit
Party, or the validity or enforceability against any Credit Party, of the Credit
Documents, other than such consents, authorizations or filings which have been
made or obtained (other than routine filings with the Securities and Exchange
Commission).

        SECTION 5.03. ENFORCEABLE OBLIGATIONS. This Agreement has been duly
executed and delivered, and each other Credit Document will be duly executed and
delivered, by the respective Credit Parties, and this Agreement constitutes, and
each other Credit Document when executed and delivered will constitute, legal,
valid and binding obligations of the Credit Parties, respectively, enforceable
against the Credit Parties in accordance with their respective terms, except as
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
or similar laws affecting the enforcement of creditors' rights generally and by
general principles of equity.

        SECTION 5.04. NO LEGAL BAR. The execution, delivery and performance by
the Credit Parties of the Credit Documents will not violate any Requirement of
Law or cause a breach or default under any of their respective Contractual
Obligations.

        SECTION 5.05. NO MATERIAL LITIGATION OR INVESTIGATIONS. Except as set
forth on Schedule 5.05 or in any notice furnished to the Lenders pursuant to
Section 6.07(g) at or prior to



                                       46
<PAGE>   54

the respective times the representations and warranties set forth in this
Section 5.05 are made or deemed to be made hereunder, no litigation,
investigations or proceedings of or before any courts, tribunals, arbitrators or
governmental authorities are pending or, to the knowledge of the Borrower,
threatened by or against any of the Consolidated Companies, or against any of
their respective properties or revenues, existing or future (a) with respect to
any Credit Document, or any of the transactions contemplated hereby or thereby,
or (b) which, if adversely determined, would reasonably be expected to have a
Materially Adverse Effect.

        SECTION 5.06. INVESTMENT COMPANY ACT, ETC. None of the Consolidated
Companies is an "investment company" or a company "controlled" by an "investment
company" (as each of the quoted terms is defined or used in the Investment
Company Act of 1940, as amended). None of the Consolidated Companies is subject
to regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, or any foreign, federal or local statute or regulation limiting its
ability to incur indebtedness for money borrowed, guarantee such indebtedness,
or pledge its assets to secure such indebtedness, as contemplated hereby or by
any other Credit Document.

        SECTION 5.07. MARGIN REGULATIONS. No part of the proceeds of any of the
Loans have been or will be used for any purpose which violates, or which would
be inconsistent or not in compliance with, the provisions of the applicable
Margin Regulations.

        SECTION 5.08. COMPLIANCE WITH ENVIRONMENTAL LAWS.

        (a)     Except as set forth on Schedule 5.08 attached hereto, the
Consolidated Companies have received no notices of material claims or potential
liability under, and are in compliance with, all applicable Environmental Laws.

        (b)     Except as set forth on Schedule 5.08 attached hereto, none of
the Consolidated Companies has received any notice of material violation, or
notice of any action, either judicial or administrative, from any governmental
authority (whether United States or foreign) relating to the actual or alleged
material violation of any Environmental Law, including, without limitation, any
notice of any actual or alleged spill, leak, or other release of any Hazardous
Substance, waste or hazardous waste by any Consolidated Company or its employees
or agents, or as to the existence of any contamination on any properties owned
by any Consolidated Company.

        (c)     Except as set forth on Schedule 5.08 attached hereto, the
Consolidated Companies have obtained all necessary governmental permits,
licenses and approvals which are material to the operations conducted on their
respective properties, including without limitation, all required material
permits, licenses and approvals for (i) the emission of air pollutants or
contaminants, (ii) the treatment or pretreatment and discharge of waste water or
storm water, (iii) the treatment, storage, disposal or generation of hazardous
wastes, (iv) the withdrawal and usage of ground water or surface water, and (v)
the disposal of solid wastes.

        (d)     The Borrower has provided to the Administrative Agent, copies of
all existing Phase 1 and Phase 2 environmental reports, and such other
environmental materials as


                                       47
<PAGE>   55

the Administrative Agent or its counsel shall have reasonably requested, with
respect to any of the real property portion of the Collateral;

        SECTION 5.09. INSURANCE. The Consolidated Companies currently maintain
insurance with respect to their respective properties and businesses, with
financially sound and reputable insurers, having coverages against losses or
damages of the kinds customarily insured against by reputable companies in the
same or similar businesses, such insurance being in amounts no less than those
amounts which are customary for such companies under similar circumstances. The
Consolidated Companies have paid all material amounts of insurance premiums now
due and owing with respect to such insurance policies and coverages, and such
policies and coverages are in full force and effect.

        SECTION 5.10. NO DEFAULT. None of the Consolidated Companies is in
default under or with respect to any material Contractual Obligation.

        SECTION 5.11. NO BURDENSOME RESTRICTIONS. Except as set forth on
Schedule 5.11 or in any notice furnished to the Lenders pursuant to Section 6.07
at or prior to the respective times the representations and warranties set forth
in this Section 5.11 are made or deemed to be made hereunder, none of the
Consolidated Companies is a party to or bound by any Contractual Obligation or
Requirement of Law which has had or would reasonably be expected to have a
Materially Adverse Effect.

        SECTION 5.12. TAXES. Except as set forth on Schedule 5.12, each of the
Consolidated Companies has filed or caused to be filed all declarations, reports
and tax returns which are required to have been filed, and has paid all taxes,
custom duties, levies, charges and similar contributions ("taxes" in this
Section 5.12) shown to be due and payable on said returns or on any assessments
made against it or its properties, and all other taxes, fees or other charges
imposed on it or any of its properties by any governmental authority (other than
those the amount or validity of which is currently being contested in good faith
by appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided in its books); and no tax liens have been filed and, to
the knowledge of the Borrower, no claims are being asserted with respect to any
such taxes, fees or other charges.

        SECTION 5.13. SUBSIDIARIES. Except as disclosed on Schedule 5.01 or in
any notice given to the Lenders pursuant to Section 6.07 at or prior to the
respective times this representation and warranty is made or deemed to be made
hereunder, the Borrower has no Subsidiaries and neither the Borrower nor any
Subsidiary is a joint venture partner, partner in any partnership or member of a
limited liability company.

        SECTION 5.14. FINANCIAL STATEMENTS.

        (a)     The Borrower has furnished to the Administrative Agent and the
Lenders (i) the audited consolidated balance sheet as of December 31, 2000 of
the Borrower and the related consolidated statements of income, shareholders'
equity and cash flows for the Fiscal Year then ended, including in each case the
related schedules and notes, (ii) the unaudited balance sheet of the Borrower
presented on a consolidated basis as at the end of the first Fiscal Quarter of
2001, and the related unaudited consolidated statements of income, shareholders'


                                       48
<PAGE>   56

equity and cash flows presented on a consolidated basis for the year-to-date
period then ended, setting forth in each case in comparative form the figures
for the corresponding Fiscal Quarter of the Borrower's previous Fiscal Year. The
foregoing financial statements fairly present in all material respects the
consolidated financial condition of the Borrower as at the dates thereof and
results of operations for such periods in conformity with GAAP consistently
applied (subject, in the case of quarterly financial statements, to normal
year-end audit adjustments and the absence of certain footnotes).

        (b)     The 5-year projections for the Consolidated Companies, which
were provided to the Administrative Agent and the Lenders prior to the date
hereof, were prepared by the Borrower in good faith and based upon historical
financial information and assumptions that the Borrower deems reasonable and
appropriate.

        (c)     The Consolidated Companies taken as a whole do not have any
material Contingent Liabilities, or material liabilities for known taxes,
long-term leases or unusual forward or long-term commitments not reflected in
the financial statements mentioned in this Section 5.14 or the notes thereto.
Since December 31, 2000, there have been no material changes with respect to the
Consolidated Companies.

        SECTION 5.15. ERISA. Except as disclosed on Schedule 5.15 or in any
notice furnished to the Lenders pursuant to Section 6.07 at or prior to the
respective times the representations and warranties set forth in this Section
5.15 are made or deemed to be made hereunder:

        (a)     Identification of Plans. (i) None of the Consolidated Companies
nor any of their respective ERISA Affiliates maintains or contributes to, or has
during the past two years maintained or contributed to, any Plan that is subject
to Title IV of ERISA, and (ii) none of the Consolidated Companies maintains or
contributes to any Foreign Plan.

        (b)     Compliance. Each Plan and each Foreign Plan maintained by the
Consolidated Companies have at all times been maintained, by their terms and in
operation, in compliance with all applicable laws, and the Consolidated
Companies are subject to no material tax or penalty with respect to any Plan of
such Consolidated Company or any ERISA Affiliate thereof, including without
limitation, any tax or penalty under Title I or Title IV of ERISA or under
Chapter 43 of the Code, or any tax or penalty resulting from a loss of deduction
under Sections 404, or 419 of the Code.

        (c)     Liabilities. The Consolidated Companies are subject to no
material liabilities (including withdrawal liabilities) with respect to any
Plans or Foreign Plans of such Consolidated Companies or any of their ERISA
Affiliates, including without limitation, any liabilities arising from Titles I
or IV of ERISA, other than obligations to fund benefits under an ongoing Plan
and to pay current contributions, expenses and premiums with respect to such
Plans or Foreign Plans.

        (d)     Funding.

                (i)     The Consolidated Companies and, with respect to any Plan
    which is subject to Title IV of ERISA, each of their respective ERISA
    Affiliates, have made full



                                       49
<PAGE>   57

    and timely payment of all material amounts (A) required to be contributed
    under the terms of each Plan and applicable law, and (B) required to be paid
    as expenses (including PBGC or other premiums) of each Plan. No Plan subject
    to Title IV of ERISA has a material "amount of unfunded benefit liabilities"
    (as defined in Section 4001(a)(18) of ERISA. The Consolidated Companies are
    subject to no material liabilities with respect to post-retirement medical
    benefits.

                (ii)    With respect to any Foreign Plan, reasonable reserves
    have been established in accordance with prudent business practice or where
    required by generally accepted accounting practices in the jurisdiction
    where the Foreign Subsidiary maintains its principal place of business or in
    which the Foreign Plan is maintained. The aggregate unfunded liabilities,
    after giving effect to any reserves for such liabilities, with respect to
    such Foreign Plans, together with all other liabilities referred to in this
    Section 5.15 (taken as a whole), would not have a Materially Adverse Effect.

        SECTION 5.16. PATENTS, TRADEMARKS, LICENSES, ETC. Except as set forth on
Schedule 5.16 or in any notice furnished to the Lenders pursuant to Section 6.07
at or prior to the respective times the representations and warranties set forth
in this Section 5.16 are made or deemed to be made hereunder, (i) the
Consolidated Companies have obtained and hold in full force and effect all
material patents, trademarks, service marks, trade names, copyrights, licenses
and other such rights, free from burdensome restrictions, which are necessary
for the operation of their respective businesses as presently conducted, and
(ii) to the best of the Borrower's knowledge, no product, process, method,
service or other item presently sold by or employed by any Consolidated Company
in connection with such business infringes any patents, trademark, service mark,
trade name, copyright, license or other right owned by any other person and
there is not presently pending, or to the knowledge of the Borrower, threatened,
any material claim or litigation against or affecting any Consolidated Company
contesting such Person's right to sell or use any such product, process, method,
substance or other item.

        SECTION 5.17. OWNERSHIP OF PROPERTY. Except as set forth on Schedule
5.17, (i) each Consolidated Company that is not a Foreign Subsidiary has good
and marketable fee simple title to or a valid leasehold interest in all of its
real property and good title to, or a valid leasehold interest in, all of its
other property and (ii) each Foreign Subsidiary owns or has a valid leasehold
interest in all of its real property and owns or has a valid leasehold interest
in, all of its other properties, in the case of clauses (i) and (ii) as such
properties are reflected in the consolidated balance sheet of the Consolidated
Companies as of December 31, 2000 referred to in Section 5.14, other than
properties disposed of in the ordinary course of business since such date or as
otherwise permitted by the terms of this Agreement, subject to no Lien or title
defect of any kind, except Liens permitted hereby and title defects not
constituting material impairments in the intended use for such properties. The
Consolidated Companies enjoy peaceful and undisturbed possession under all of
their respective leases.

        SECTION 5.18. FINANCIAL CONDITION. On the Fourth Amendment Date and
after giving effect to the transactions contemplated by this Agreement and the
other Credit Documents, including without limitation, the use of the proceeds of
the Loans as provided in Section 2.01, each of the Credit Parties is Solvent.



                                       50
<PAGE>   58

        SECTION 5.19. LABOR MATTERS. Since December 31, 2000, the Consolidated
Companies have experienced no material strikes, labor disputes, slow downs or
work stoppages due to labor disagreements, and, to the best knowledge of the
Borrower, there are no such material strikes, disputes, slow downs or work
stoppages threatened against any Consolidated Company. Since December 31, 2000,
the hours worked and payment made to employees of the Consolidated Companies
have not been in violation in any material respect of the Fair Labor Standards
Act (in the case of Consolidated Companies that are not Foreign Subsidiaries) or
any other applicable law dealing with such matters. All material payments due
from the Consolidated Companies, or for which any claim may be made against the
Consolidated Companies, on account of wages and employee health and welfare
insurance and other benefits have been paid or accrued as liabilities on the
books of the Consolidated Companies.

        SECTION 5.20. PAYMENT OR DIVIDEND RESTRICTIONS. Except as set forth in
Section 7.05 or described on Schedule 5.20 or as expressly permitted by the
terms of this Agreement, none of the Consolidated Companies is party to or
subject to any agreement or understanding restricting or limiting the payment of
any dividends or other distributions by any such Consolidated Company.

        SECTION 5.21. DISCLOSURE. None of the factual information heretofore or
contemporaneously furnished in writing to any Lender or Agent by or on behalf of
any Credit Party in connection with any Credit Document or any transaction
contemplated hereby contains any untrue statement of a material fact, or omits
to state any material fact necessary to make any information not misleading, and
no other factual information hereafter furnished in connection with any Credit
Document by or on behalf of any Credit Party to any Lender or Agent will contain
any untrue statement of a material fact or will omit to state any material fact
necessary to make any information not misleading on the date as of which such
information is dated or certified. Except as may be set forth herein (including
the Schedules attached hereto) or in any notice furnished to the Lenders
pursuant to Section 6.07 at or prior to the respective times the representations
and warranties set forth in this Section 5.21 are made or deemed to be made
hereunder, there is no fact known to the Borrower which is having, or is
reasonably expected to have, a Materially Adverse Effect.

        SECTION 5.22. SECURITY DOCUMENTS. The Security Documents are effective
to create in favor of the Collateral Agent, for the benefit of the Secured
Parties, legal, valid and enforceable first priority Lien on and security
interest in all right, title and interest of the Credit Parties in the
Collateral described therein.

                                   ARTICLE VI.

                              AFFIRMATIVE COVENANTS

    So long as any Commitment remains in effect hereunder or any Note or other
Obligation shall remain unpaid or any Letter of Credit shall remain outstanding,
the Borrower will (unless waived in writing by the Required Lenders):

        SECTION 6.01. CORPORATE EXISTENCE, ETC. Preserve and maintain, and cause
each of its Subsidiaries to preserve and maintain, its corporate existence
(except for mergers,


                                       51
<PAGE>   59

divestitures and consolidations permitted pursuant to Section 7.03), its
material rights, franchises, and licenses, and its material patents and
copyrights (for the scheduled duration thereof), trademarks, trade names,
service marks and other intellectual property rights, necessary or desirable in
the normal conduct of its business, and its qualification to do business as a
foreign corporation in all jurisdictions where it conducts business or other
activities making such qualification necessary.

        SECTION 6.02. COMPLIANCE WITH LAWS, ETC. Comply, and cause each of its
Subsidiaries to comply with all material Requirements of Law (including, without
limitation, the Environmental Laws) and Contractual Obligations applicable to or
binding on any of them.

        SECTION 6.03. PAYMENT OF TAXES AND CLAIMS, ETC. Pay, and cause each of
its Subsidiaries to pay, (i) all taxes, duties, levies, assessments and
governmental charges imposed upon it or upon its property, and (ii) all claims
(including, without limitation, claims for labor, materials, supplies or
services) which might, if unpaid, become a Lien upon its property, unless, in
each case, the validity or amount thereof is being contested in good faith by
appropriate proceedings and adequate reserves are maintained in its books with
respect thereto in accordance with GAAP.

        SECTION 6.04. KEEPING OF BOOKS. Keep, and cause each of its Subsidiaries
to keep, proper books of record and account in accordance with GAAP, containing
complete and accurate entries of all their respective financial and business
transactions.

        SECTION 6.05. VISITATION, INSPECTION, ETC. Permit, and cause each of its
Subsidiaries to permit, any representative of the Administrative Agent or any
Lender to visit and inspect any of its property, to examine its books and
records and to make copies and take extracts therefrom, and to discuss its
affairs, finances and accounts with its officers, all at such reasonable times
and as often as the Administrative Agent or such Lender may reasonably request
after reasonable prior notice to the Borrower; provided, however, that at any
time following the occurrence and during the continuance of a Default or an
Event of Default, no prior notice to the Borrower shall be required.

        SECTION 6.06. INSURANCE; MAINTENANCE OF PROPERTIES.

        (a)     Maintain or cause to be maintained with financially sound and
reputable insurers, insurance with respect to its properties and business, and
the properties and business of its Subsidiaries, against loss or damage of the
kinds customarily insured against by reputable companies in the same or similar
businesses, such insurance to be of such types and in such amounts as are
customary for such companies under similar circumstances; provided, however,
that in any event the Borrower shall use its best efforts to maintain, or cause
to be maintained, insurance in amounts and with coverages not materially less
favorable to any Consolidated Company as in effect on the date of this
Agreement, except where the costs of maintaining such insurance would, in the
judgment of both the Borrower and the Administrative Agent, be excessive.

        (b)     Cause, and cause each of the Consolidated Companies to cause,
all properties used or useful in the conduct of its business to be maintained
and kept in good


                                       52
<PAGE>   60

condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
settlements and improvements thereof, all as in the judgment of the Borrower may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section 6.06 shall prevent the Borrower from discontinuing the
operation or maintenance of any such properties if such discontinuance is, in
the judgment of the Borrower, desirable in the conduct of its business or the
business of any Consolidated Company.

        SECTION 6.07. REPORTING COVENANTS. Furnish to each Lender:

        (a)     Annual Financial Statements. As soon as available and in any
event within 90 days after the end of each Fiscal Year of the Borrower, balance
sheets of the Consolidated Companies as at the end of such year, presented on a
consolidated basis, and the related statements of income, and cash flows of the
Consolidated Companies for such Fiscal Year, presented on a consolidated basis,
setting forth in each case in comparative form the figures for the previous
Fiscal Year, all in reasonable detail and accompanied by a report thereon of
Ernst & Young, LLP or other independent public accountants of comparable
recognized national standing, which such report shall be without any
Impermissible Qualification and shall state that such financial statements
present fairly in all material respects the financial condition as at the end of
such Fiscal Year on a consolidated basis, and the results of operations and
statements of cash flows of the Consolidated Companies for such Fiscal Year in
accordance with GAAP and that the examination by such accountants in connection
with such consolidated financial statements has been made in accordance with
generally accepted auditing standards;

        (b)     Quarterly Financial Statements. As soon as available and in any
event within 60 days after the end of each Fiscal Quarter of the Borrower (other
than the fourth Fiscal Quarter), balance sheets of the Consolidated Companies as
at the end of such Fiscal Quarter presented on a consolidated basis and the
related statements of income, shareholders' equity, and cash flows of the
Consolidated Companies for such Fiscal Quarter and for the portion of the
Borrower's Fiscal Year ended at the end of such Fiscal Quarter, presented on a
consolidated basis setting forth in each case in comparative form the figures
for the corresponding Fiscal Quarter and the corresponding portion of the
Borrower's previous Fiscal Year, all in reasonable detail and certified by the
chief financial officer or principal accounting officer of the Borrower that
such financial statements fairly present in all material respects the financial
condition of the Consolidated Companies as at the end of such Fiscal Quarter on
a consolidated basis, and the results of operations and statements of cash flows
of the Consolidated Companies for such Fiscal Quarter and such portion of the
Borrower's Fiscal Year, in accordance with GAAP consistently applied (subject to
normal year-end audit adjustments and the absence of certain footnotes);

        (c)     No Default/Compliance Certificate. Together with the financial
statements required pursuant to subsection (b) above, and also within 60 days
after the end of each Fiscal Year of the Borrower, a certificate substantially
in the form of Exhibit I attached hereto of the president, chief executive
officer, chief financial officer or principal accounting officer of the Borrower
(i) to the effect that, based upon a review of the activities of the
Consolidated Companies and such financial statements during the period covered
thereby, there exists no Event of Default and no Default under this Agreement,
or if there exists an Event of Default or a Default hereunder, specifying the
nature thereof and the proposed response thereto,



                                       53
<PAGE>   61

(ii) demonstrating in reasonable detail compliance as at the end of such Fiscal
Year or such Fiscal Quarter with Section 6.08 and Sections 7.01 through 7.06;

        (d)     Auditor's No Default Certificate. Together with the financial
statements required pursuant to subsection (a) above, a certificate of the
accountants who prepared the report referred to therein, to the effect that,
based upon their audit, there exists no Default or Event of Default under this
Agreement, or if there exists a Default or Event of Default hereunder,
specifying the nature thereof;

        (e)     Insurance Certificate. Together with the financial statements
required pursuant to subsection (a) above, insurance certificates, from one or
more insurance companies satisfactory to the Administrative Agent, evidencing
coverage required to be maintained pursuant to each Credit Document and showing
the Collateral Agent as loss payee and additional insured.

        (f)     Three Year Projections. Within 30 days after the end of each
Fiscal Year of the Borrower, 3-year projections for the Consolidated Companies
prepared in good faith and based upon historical financial information and
assumptions that the Borrower deems reasonable and appropriate, certified by the
chief financial officer or principal accounting officer of the Borrower;

        (g)     Notice of Default. Promptly after any Executive Officer of the
Borrower has notice or knowledge of the occurrence of an Event of Default or a
Default, a certificate of the chief financial officer or principal accounting
officer of the Borrower specifying the nature thereof and the proposed response
thereto;

        (h)     Litigation and Investigations. Promptly after (i) the occurrence
thereof, notice of the institution of or any material adverse development in any
material action, suit or proceeding or any governmental investigation or any
arbitration, before any court or arbitrator or any governmental or
administrative body, agency or official, against any Consolidated Company, or
any material property of any thereof, or (ii) actual knowledge thereof, notice
of the threat of any such action, suit, proceeding, investigation or
arbitration;

        (i)     Environmental Notices. Promptly after receipt thereof, notice of
any actual or alleged violation, or notice of any action, claim or request for
information, either judicial or administrative, from any governmental authority
relating to any actual or alleged claim, notice of potential responsibility
under or violation of any Environmental Law, or any actual or alleged spill,
leak, disposal or other release of any waste, petroleum product, or hazardous
waste or Hazardous Substance by any Consolidated Company which could result in
penalties, fines, claims or other liabilities to any Consolidated Company in
amounts in excess of $2,000,000;

        (j)     ERISA. (A)(i) Promptly after the occurrence thereof with respect
to any Plan of any Consolidated Company or any ERISA Affiliate thereof, or any
trust established thereunder, notice of (A) a "reportable event" described in
Section 4043 of ERISA and the regulations issued from time to time thereunder
(other than a "reportable event" not subject to the provisions for 30-day notice
to the PBGC under such regulations), or (B) any other event which could subject
any Consolidated Company to any tax, penalty or liability under Title I or


                                       54
<PAGE>   62

Title IV of ERISA or Chapter 43 of the Code, or any tax or penalty resulting
from a loss of deduction under Sections 404 or 419 of the Code, or any tax,
penalty or liability under any Requirement of Law applicable to any Foreign
Plan, where any such taxes, penalties or liabilities exceed or could exceed
$2,000,000 in the aggregate;

                (ii)    Promptly after such notice must be provided to the PBGC,
or to a Plan participant, beneficiary or alternative payee, any notice required
under Section 101(d), 302(f)(4), 303, 307, 4041(b)(1)(A) or 4041(c)(1)(A) of
ERISA or under Section 401(a)(29) or 412 of the Code with respect to any Plan of
any Consolidated Company or any ERISA Affiliate thereof;

                (iii)   Promptly after receipt, any notice received by any
Consolidated Company or any ERISA Affiliate thereof concerning the intent of the
PBGC or any other governmental authority to terminate a Plan of such Company or
ERISA Affiliate thereof which is subject to Title IV of ERISA, to impose any
liability on such Company or ERISA Affiliate under Title IV of ERISA or Chapter
43 of the Code;

                (iv)    Upon the request of the Administrative Agent, promptly
upon the filing thereof with the Internal Revenue Service ("IRS") or the
Department of Labor ("DOL"), a copy of IRS Form 5500 or annual report for each
Plan of any Consolidated Company or ERISA Affiliate thereof which is subject to
Title IV of ERISA;

                (v)     Upon the request of the Administrative Agent, (A) true
and complete copies of any and all documents, government reports and IRS
determination or opinion letters or rulings for any Plan of any Consolidated
Company from the IRS, PBGC or DOL, (B) any reports filed with the IRS, PBGC or
DOL with respect to a Plan of the Consolidated Companies or any ERISA Affiliate
thereof, or (C) a current statement of withdrawal liability for each
Multiemployer Plan of any Consolidated Company or any ERISA Affiliate thereof;

                (vi)    Promptly upon any Consolidated Company becoming aware
thereof, notice that (i) any material contributions to any Foreign Plan have not
been made by the required due date for such contribution and such default cannot
immediately be remedied, (ii) any Foreign Plan is not funded to the extent
required by the law of the jurisdiction whose law governs such Foreign Plan
based on the actuarial assumptions reasonably used at any time, or (iii) a
material change is anticipated to any Foreign Plan.

        (k)     Liens. Promptly upon any Consolidated Company becoming aware
thereof, notice of the filing of any federal statutory Lien, tax or other state
or local government Lien or any other Lien affecting their respective
properties, other than those Liens expressly permitted by Section 7.02;

        (l)     Public Filings, Etc. Promptly upon the filing thereof or
otherwise becoming available, copies of all financial statements, annual,
quarterly and special reports, proxy statements and notices sent or made
available generally by the Borrower to its public security holders, of all
regular and periodic reports and all registration statements and prospectuses,
if any, filed by any of them with any securities exchange, and of all press
releases


                                       55
<PAGE>   63

and other statements made available generally to the public containing material
developments in the business or financial condition of the Borrower and the
other Consolidated Companies;

        (m)     Burdensome Restrictions, Etc. Promptly upon the existence or
occurrence thereof, notice of the existence or occurrence of (i) any Contractual
Obligation or Requirement of Law described in Section 5.11, (ii) failure of any
Consolidated Company to hold in full force and effect those material trademarks,
service marks, patents, trade names, copyrights, licenses and similar rights
necessary in the normal conduct of its business, and (iii) any strike, labor
dispute, slow down or work stoppage as described in Section 5.19;

        (n)     New Subsidiaries. Within 30 days after the formation or
acquisition of any Subsidiary, or any other event resulting in the creation of a
new Subsidiary, or the domestication of any Foreign Subsidiary, notice of the
formation or acquisition of such Subsidiary or such occurrence, including a
description of the assets of such entity, the activities in which it will be
engaged, and such other information as the Administrative Agent may request; and

        (o)     Other Information. With reasonable promptness, any other
information about the Consolidated Companies as the Administrative Agent or any
Lender may reasonably request from time to time.

        SECTION 6.08. FINANCIAL COVENANTS.

        (a)     Fixed Charge Coverage Ratio. Maintain as of the last day of each
Fiscal Quarter set forth below, a Fixed Charge Coverage Ratio equal to or
greater than the Fixed Charge Coverage Ratio set forth opposite such Fiscal
Quarter:


<TABLE>
<CAPTION>
                     Fiscal Quarter                  Fixed Charge Coverage Ratio
                     --------------                  ---------------------------

<S>                                                     <C>
         2nd Fiscal Quarter 2001 through 1st                 E  1.25:1.0
         Fiscal Quarter 2002

         2nd Fiscal Quarter 2002 through 1st                 E  1.00:1.0
         Fiscal Quarter 2003

         2nd Fiscal Quarter 2003 through 3rd                 E  1.50:1.0
         Fiscal Quarter 2003

         4th Fiscal Quarter 2003 and each                    E  2.00:1.0
         Fiscal Quarter thereafter
</TABLE>



                                       56
<PAGE>   64

        (b)     Consolidated EBITDA to Consolidated Interest Expense. Maintain
as of the last day of each Fiscal Quarter set forth below, a minimum ratio of
Consolidated EBITDA to Consolidated Interest Expense, calculated for the
immediately preceding four Fiscal Quarters, of equal to or greater than the
ratio set forth opposite such Fiscal Quarter:


<TABLE>
<CAPTION>
                                                    Ratio of Consolidated EBITDA
                     Fiscal Quarter               to Consolidated Interest Expense
                     --------------               --------------------------------

<S>                                                <C>
         2nd Fiscal Quarter 2001 through 2nd               E 2.75:1.0
         Fiscal Quarter 2002

         3rd Fiscal Quarter 2002 through 1st               E 3.00:1.0
         Fiscal Quarter 2003

         2nd Fiscal Quarter 2003 through 4th               E 3.25:1.0
         Fiscal Quarter 2003

         1st Fiscal Quarter 2004 and each                  E 3.50:1.0
         Fiscal Quarter thereafter
</TABLE>

        (c)     Funded Debt to Consolidated EBITDA. Maintain as of the last day
of each Fiscal Quarter set forth below, a maximum ratio of Funded Debt to
Consolidated EBITDA, calculated for the immediately preceding four Fiscal
Quarters, of less than or equal to the ratio set forth opposite such Fiscal
Quarter:


<TABLE>
<CAPTION>
                                                        Ratio of Funded Debt
                     Fiscal Quarter                    to Consolidated EBITDA
                     --------------                    ----------------------

<S>                                                    <C>
         2nd Fiscal Quarter 2001 through 4th               E 4.50:1.0
         Fiscal Quarter 2001

         1st Fiscal Quarter 2002 through 2nd               E 4.25:1.0
         Fiscal Quarter 2002
                                                           E 4.00:1.0
         3rd Fiscal Quarter 2002

         4th Fiscal Quarter 2002 through 1st               E 3.75:1.0
         Fiscal Quarter 2003

         2nd Fiscal Quarter 2003 through 4th               E 3.50:1.0
         Fiscal Quarter 2003

         1st Fiscal Quarter 2004 and each                  E 3.25:1.0
         Fiscal Quarter thereafter
</TABLE>

; provided that following the closing of the first Permitted Receivables
Purchase Facility, the numerator of such maximum ratio shall be decreased by
0.50.



                                       57
<PAGE>   65

        (d)     Capital Expenditures. The Borrower will not, and will not permit
its Subsidiaries to, make or commit to make Capital Expenditures in any Fiscal
Year which aggregate in excess of the following amounts set forth opposite each
such Fiscal Year:


<TABLE>
<CAPTION>
                             Fiscal Year              Maximum Amount
                             -----------              --------------
<S>                                             <C>
                                2001                    $50,000,000
                                2002                    $50,000,000
                                2003                    $50,000,000
                                2004                    $50,000,000
</TABLE>

; provided that the difference between any such amount for any Fiscal Year and
the lower actual amount of Capital Expenditures in such Fiscal Year may be added
to the maximum amount for the following Fiscal Year, but not any subsequent
Fiscal Year.

        SECTION 6.09. NOTICES UNDER CERTAIN OTHER INDEBTEDNESS. Immediately upon
its receipt thereof, the Borrower shall furnish the Administrative Agent a copy
of any notice received by it or any other Consolidated Company from the
holder(s) of Indebtedness of the Consolidated Companies (or from any trustee,
agent, attorney, or other party acting on behalf of such holder(s)) in an amount
which, in the aggregate, exceeds $2,000,000, where such notice states or claims
(i) the existence or occurrence of any default or event of default with respect
to such Indebtedness under the terms of any indenture, loan or credit agreement,
debenture, note, or other document evidencing or governing such Indebtedness, or
(ii) the existence or occurrence of any event or condition which requires or
permits holder(s) of any Indebtedness to exercise rights under any Change in
Control Provision.

        SECTION 6.10. ADDITIONAL CREDIT PARTIES AND COLLATERAL.

        (a)     Unless the Required Lenders otherwise agree, promptly after (i)
the formation or acquisition (provided that nothing in this Section shall be
deemed to authorize the acquisition of any entity not otherwise permitted
hereunder) of any Subsidiary not listed on Schedule 5.01 (other than a
Receivables Subsidiary or a Special Purpose Vehicle or unless such Subsidiary
holds no assets and conducts no business), (ii) the domestication of any Foreign
Subsidiary, (iii) the occurrence of any other event creating a new Subsidiary,
or (iv) a Subsidiary ceases to be, or the Borrower desires that such Subsidiary
cease to be, an Inactive Subsidiary, the Borrower shall cause to be executed and
delivered a counterpart to the Guaranty Agreement and the Subsidiary Pledge and
Security Agreement and Mortgages from each such Subsidiary that is not a Foreign
956 Subsidiary, together with related documents with respect to such Subsidiary
of the kind described in Section 4.01(e), (f), (g), (h) and (o), all in form and
substance satisfactory to the Administrative Agent and the Required Lenders.

        (b)     In the event that any Foreign Subsidiary ceases to be a Foreign
956 Subsidiary, the Borrower shall cause to be executed and delivered a
counterpart to the Guaranty Agreement and the Subsidiary Pledge and Security
Agreement (with respect to all property except for more than 65% of the Capital
Securities of any other Foreign 956 Subsidiary) and Mortgages from such Foreign
Subsidiary and if such Foreign Subsidiary is a direct Subsidiary of the Borrower
or of a Domestic Subsidiary, the Borrower shall, or shall cause such Domestic


                                       58
<PAGE>   66

Subsidiary to, pledge 100% of the Capital Securities of such Foreign Subsidiary
to the Collateral Agent for the benefit of the Secured Parties pursuant to the
Borrower Pledge and Security Agreement or the Subsidiary Pledge and Security
Agreement, as applicable, together with related documents with respect to such
Foreign Subsidiary of the kind described in Section 4.01(e), (f), (g), (h) and
(o), all in form and substance satisfactory to the Administrative Agent and the
Required Lenders.

        (c)     In the event that any Foreign 956 Subsidiary which is a direct
Subsidiary of the Borrower or of a Domestic Subsidiary ceases to be, or the
Borrower desires that such Subsidiary cease to be, an Inactive Subsidiary, the
Borrower shall, or shall cause such Domestic Subsidiary to, pledge 65% of the
Capital Securities of such Foreign Subsidiary to the Collateral Agent for the
benefit of the Secured Parties pursuant to the Borrower Pledge and Security
Agreement or the Subsidiary Pledge and Security Agreement, as applicable,
together with related documents with respect to such Foreign Subsidiary of the
kind described in Section 4.01(e), (f), (g), (h) and (o), all in form and
substance satisfactory to the Administrative Agent and the Required Lenders.

        SECTION 6.11. MORTGAGES. Within 30 days of the Fourth Amendment Date,
there shall have been placed of record in the appropriate public records
Mortgages and if required, UCC-1 financing statements, covering all of the real
property and fixtures owned or subject to long-term lease in the U.S. by the
Borrower or any Domestic Subsidiary. In connection with the recording of such
Mortgages, the Borrower shall deliver to the Collateral Agent (within the time
periods set forth) the following items

        (a)     Within 30 days of the Fourth Amendment Date, commitments for
lender's title insurance policies (the "Title Commitments") in favor of the
Collateral Agent for the benefit of the Secured Parties in amounts and in form
and substance and issued by insurers, satisfactory to the Administrative Agent,
with respect to each property purported to be covered by the Mortgages;

        (b)     Within 45 days of the Fourth Amendment Date, current as-built
surveys of each property purported to be covered by each Mortgage, together with
surveyor's certificates, such surveys and surveyor's certificates to be
acceptable to the Administrative Agent in form and substance and otherwise
conforming with the Title Commitments;

        (c)     Within 75 days of the Fourth Amendment Date, final, fully paid,
lender's policies of title insurance, conforming with the Title Commitments and
insuring that title to such property is vested in the entity delivering the
Mortgage and that the interests created by each such Mortgage constitute valid
first Liens thereon free and clear of all defects and encumbrances other than as
approved by the Administrative Agent. Such policies shall also include (to the
extent available) revolving credit endorsements, comprehensive endorsements,
variable rate endorsements, tie-in endorsements, access endorsements and such
other endorsements as the Administrative Agent shall reasonably request;

        (d)     not later than the delivery of the final title insurance
policies, opinions of counsel for each state in which the subject properties are
situated, opining as to the enforceability



                                       59
<PAGE>   67

of the Mortgages and such other matters as the Administrative Agent shall
require, each substantially in the form of Exhibit G-5.

        (e)     not later than the delivery of the final title insurance
policies, such other approvals or documents as the Administrative Agent may
request in form and substance satisfactory to the Administrative Agent including
consents and estoppel agreements from landlords, in form and substance
satisfactory to the Administrative Agent and the title insurer.

        SECTION 6.12. FOREIGN PLEDGES. Within 45 days of the Fourth Amendment
Date, the Borrower shall, and shall cause its Subsidiaries to, execute and
deliver all such Security Documents and other documents, and take all such
actions, as shall be necessary for the Collateral Agent to receive a first
priority, perfected pledge of 65% of the Capital Securities of all Foreign 956
Subsidiaries that are direct Subsidiaries of the Borrower or of a Domestic
Subsidiary. In connection with such pledges, the Borrower shall deliver to the
Collateral Agent and the Secured Lenders opinions of counsel for each
jurisdiction in which such a Foreign 956 Subsidiary is organized, which shall be
in form and substance satisfactory to the Administrative Agent.

        SECTION 6.13. CONTROL AGREEMENTS. Within 30 days of the Fourth Amendment
Date, each Consolidated Company shall have entered into a Control Agreement with
the Collateral Agent and each depository bank (other than a Lender) with which
it maintains a deposit account.

                                  ARTICLE VII.

                               NEGATIVE COVENANTS

        So long as any Commitment remains in effect hereunder or any Note or
other Obligation shall remain unpaid or any Letter of Credit Obligation shall
remain outstanding, the Borrower will not and will not permit any Subsidiary to
(unless waived in writing by the Required Lenders):

        SECTION 7.01. INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness, other than:

        (a)     Indebtedness under this Agreement, the Term Loan Agreement or
otherwise outstanding on the Fourth Amendment Date as set forth on Schedule 7.01
attached hereto;

        (b)     unsecured current liabilities (other than liabilities for
borrowed money or liabilities evidenced by promissory notes, bonds or similar
instruments) incurred in the ordinary course of business;

        (c)     Investments in the form of intercompany loans permitted by
Section 7.06(a) hereof;

        (d)     Subordinated Debt which is unsecured and approved as to terms
and conditions by the Administrative Agent and the Required Lenders;



                                       60
<PAGE>   68

        (e)     Indebtedness of a Person which is acquired by or consolidated
with a Consolidated Company as long as such Indebtedness is not obtained in
contemplation of such acquisition and such acquisition is in compliance with
Section 7.03;

        (f)     purchase money Indebtedness up to an aggregate amount of
$15,000,000 at any time outstanding to the extent secured by a Lien permitted
pursuant to Section 7.02(e);

        (g)     subject to Section 3.06(b) other Indebtedness of the Borrower;
provided, that such Indebtedness shall not have the benefit of any guaranties
not benefiting the Obligations, and will have representations and warranties,
covenants, events of default and conditions to borrowing which are not more
restrictive than the provisions of this Agreement; and

        (h)     Indebtedness of German Subsidiaries (with no Contingent
Liability to the Borrower or any Domestic Subsidiary) in an aggregate amount
outstanding at any time not to exceed the equivalent of $15,000,000; and

        (i)     Receivables Program Obligations pursuant to a Permitted
Receivables Purchase Facility,

        SECTION 7.02. LIENS. Create, incur, assume or suffer to exist any Lien
on any of its property now owned or hereafter acquired other than:

        (a)     Liens existing on the Fourth Amendment Date and disclosed on
Schedule 7.02 and Liens in favor of the Administrative Agent and/or the Lenders
to secure the Obligations;

        (b)     Liens for taxes not yet due, and Liens for taxes or Liens
imposed by ERISA which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are being maintained in
its books in accordance with GAAP;

        (c)     statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other Liens imposed by law created in
the ordinary course of business for amounts not yet due or which are being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves are being maintained in its books in accordance with GAAP;

        (d)     Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security, or to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases, government
contracts, performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money);

        (e)     Liens securing Indebtedness permitted by Section 7.01(f);

        (f)     Liens arising in connection with any Permitted Receivables
Purchase Facility but attaching only to the Permitted Receivables;



                                       61
<PAGE>   69

        (g)     Liens securing Indebtedness permitted by Section 7.01(g);
provided, that such Liens have been consented to by the Super-Majority Lenders;
and

        (h)     Liens securing Indebtedness permitted by Section 7.01(h).

        SECTION 7.03. MERGERS, ACQUISITIONS, DIVESTITURES.

        (a)     Merge or consolidate with any other Person, except that the
foregoing restrictions shall not be applicable to:

                (i)     mergers or consolidations of (x) any Subsidiary with and
    into any other Subsidiary which is a Guarantor or (y) any Subsidiary with
    and into the Borrower; or

                (ii)    mergers or consolidations which result in Acquisitions
    of Persons engaged in businesses in which the Borrower is engaged on the
    Fourth Amendment Date or substantially related thereto and as otherwise
    permitted by Section 7.10 of this Agreement where the surviving corporation
    is a wholly-owned Subsidiary of the Borrower (or will become a wholly-owned
    Subsidiary within six (6) months of such Acquisition) and such Acquisition
    is in compliance with subsection (c) hereof;

    provided that before and after giving effect to any such mergers or
    consolidations, (w) the Borrower is in compliance with Section 6.08 hereof
    (as demonstrated by delivery of pro forma financial covenants calculations
    prepared in compliance with clause (c) hereof); (x) no other Default or
    Event of Default exists hereunder; (y) in the event of such merger or
    consolidation, the surviving Person is a Consolidated Company and complies
    with Section 6.10 hereof, if applicable, and (z) the Borrower is the
    surviving corporation in connection with any merger or consolidation to
    which it is a party;

        (b)     Sell or otherwise dispose of the Capital Securities of a
Subsidiary of the Borrower except as permitted pursuant to Section 7.04(c); or

        (c)     Make or permit any Acquisition other than an Acquisition of
Persons engaged in businesses in which the Borrower is engaged on the Fourth
Amendment Date or substantially related thereto and as otherwise permitted
pursuant to Section 7.10 of this Agreement; provided that:

                (i)     after giving effect to such Acquisition, assets
    comprising such Acquisition are owned by the Borrower or a wholly-owned
    Subsidiary of the Borrower, or, in the case of a stock purchase, such Person
    is a wholly-owned Subsidiary of the Borrower or is merged into the Borrower
    or a wholly-owned Subsidiary of the Borrower;

                (ii)    prior to the consummation of such Acquisition, the
    Borrower provides to the Lenders calculations evidencing the Borrower's
    compliance on a pro forma basis with the financial covenants set forth in
    Section 6.08 hereof on the last day of the immediately preceding Fiscal
    Quarter of the Borrower, calculated with respect to the immediately
    preceding four Fiscal Quarters of the Borrower as if the Acquisition (and
    any other Acquisitions previously consummated during or after the
    immediately



                                       62
<PAGE>   70

    preceding four Fiscal Quarters of the Borrower) had been consummated on the
    first day of such period;

                (iii)   such Acquisition shall have been approved in advance by
    a majority of the board of directors of the seller; and

                (iv)    no Default or Event of Default shall exist hereunder or
    shall result therefrom and the Borrower shall comply with the provisions of
    Section 6.10 hereof,

provided that the total aggregate value of all Acquisitions under Sections
7.03(a)(ii) and 7.03(c) since the Fourth Amendment Date shall not exceed
$25,000,000 unless the ratio of Funded Debt to Consolidated EBITDA on the last
day of the immediately preceding Fiscal Quarter of the Borrower, calculated for
the immediately preceding four Fiscal Quarters of the Borrower, is less than or
equal to 3.00:1.0 (or, following the closing of any Permitted Receivables
Purchase Facility, 2.50:1.0), both before and after giving effect (on a pro
forma basis) to the consummation of such Acquisitions as of the first day of
such period.

        SECTION 7.04. ASSET SALES.

        Sell, lease or otherwise dispose of its accounts, property, Capital
Securities of its Subsidiaries or other assets; provided, however, that the
foregoing restrictions on Asset Sales shall not be applicable to:

        (a)     sales of inventory in the ordinary course of business;

        (b)     sales of equipment or other personal property being replaced by
equipment or other personal property purchased as a capital expenditure item;

        (c)     subject to Section 3.06(b), Asset Sales comprised of Capital
Securities of Subsidiaries or all or substantially all of the assets of any
Subsidiary for cash so long as the applicable Consolidated Company receives
consideration at the time of such Asset Sale equal to the Fair Market Value, as
determined in good faith by the board of directors of the Borrower, the
determination of which shall be evidenced by a certified resolution by the
Secretary or Assistant Secretary of the Borrower and where, on the date of
execution of a binding obligation to make such Asset Sale (provided that if the
Asset Sale is not consummated within six (6) months of such execution, then on
the date of consummation of such Asset Sale rather than on the date of execution
of such binding obligation):

                (x)     at least 30 days (but not more than 60 days) prior to
        the date of execution of such binding obligation (or, if the Asset Sale
        is not consummated within six months of such execution, the date of
        consummation of such Asset Sale), the Borrower shall have delivered to
        the Administrative Agent a notice of such Asset Sale (i) stating the
        nature and terms of such Asset Sale (including, without limitation, a
        description of the consideration payable by the purchaser) and the
        nature and use of the proceeds of the transaction and (ii) including
        calculations of the pro forma financial tests contained in clause (y)
        below; and



                                       63
<PAGE>   71

                (y)     on a pro forma basis, after giving effect to such Asset
        Sale and the use of proceeds thereof as if such Asset Sale and use of
        proceeds had occurred on the first day of the applicable period, the
        calculations of the financial covenant ratios described in paragraphs
        (a), (b) and (c) of Section 6.08 as of the last day of the Fiscal
        Quarter most recently ended are in compliance with the requirements of
        such paragraphs;

        (d)     subject to Section 3.06(b), other Asset Sales (other than sales
of Capital Securities of Subsidiaries or all or substantially all of the assets
of any Subsidiary) for cash, so long as the applicable Consolidated Company
receives consideration at the time of such Asset Sale equal to the Fair Market
Value;

        (e)     To the extent that, on any date of determination, the value of
Margin Stock of the Borrower and its Subsidiaries, whether now owned or
hereafter acquired, in the aggregate exceeds twenty-five percent (25%) of the
total assets of the Borrower and its Subsidiaries on such date which assets are
subject to the restriction of this Section 7.04, sales of such excess Margin
Stock for fair value where the proceeds of such sale are held by a Consolidated
Company as cash or invested in cash equivalents such as certificates of deposit,
U.S. government securities, commercial paper with a term of 90 days or less
which is rated A-1/P-1 or other money market instruments;

        (f)     subject to Section 3.06(b), the sale, transfer, lease,
contribution or conveyance of Permitted Receivables pursuant to a Permitted
Receivables Purchase Facility to a Receivables Subsidiary;

        (g)     subject to Section 3.06(b), the sale, transfer, lease,
contribution or conveyance of Permitted Receivables pursuant to a Permitted
Receivables Purchase Facility by a Receivables Subsidiary to a Special Purpose
Vehicle;

provided, that notwithstanding the foregoing, no transaction pursuant to clauses
(c) or (d) above shall be permitted if (i) any Default or Event of Default
exists at the time of such transaction or would exist as a result of such
transaction or (ii) on the date of execution of a binding obligation to make
such Asset Sale (provided that if the Asset Sale is not consummated within six
(6) months of such execution, then on the date of consummation of such Asset
Sale rather than on the date of execution of such binding obligation), after
giving effect to the proposed Asset Sale, the aggregate Asset Value of all Asset
Sales made pursuant to clauses (c) or (d) by the Consolidated Companies since
the Fourth Amendment Date would not exceed $25,000,000 immediately after giving
effect to such lease, transfer, contribution or conveyance.

        SECTION 7.05. DIVIDENDS, ETC. Declare or pay any dividend or other
distribution on any class of its Capital Securities, or make any payment to
purchase, redeem, retire or acquire any Subordinated Debt or Capital Securities
or any option, warrant, or other right to acquire such Subordinated Debt or
Capital Securities (each, a "Restricted Payment"), other than:

                (i)     dividends payable solely in shares of any class of its
    Capital Securities;



                                       64
<PAGE>   72

                (ii)    cash dividends by wholly-owned direct or indirect
    Subsidiaries of the Borrower; and

                (iii)   other cash dividends declared and paid, and all other
    Restricted Payments made, after the Fourth Amendment Date in an aggregate
    amount not to exceed $5,000,000 in any Fiscal Year of the Borrower;

provided, however, no such dividend or other Restricted Payment may be declared
or paid pursuant to clause (iii) above unless no Default or Event of Default
exists at the time of such declaration or Restricted Payment, or would exist as
a result of such declaration or Restricted Payment.

        SECTION 7.06. INVESTMENTS, LOANS, ETC. Make, permit or hold any
Investments (in a single transaction or in a series of related transactions)
other than:

        (a)     Investments in Domestic Subsidiaries which are Guarantors under
this Agreement, whether such Subsidiaries are Guarantors on the Fourth Amendment
Date or become Guarantors in accordance with Section 6.10 after the Fourth
Amendment Date; provided, however, nothing in this Section 7.06 shall be deemed
to authorize an Investment pursuant to this subsection (a) in any Person that is
not a Guarantor prior to such Investment;

        (b)     Investments in the following securities:

                (i)     direct obligations of the United States or any agency
    thereof, or obligations guaranteed by the United States or any agency
    thereof, in each case supported by the full faith and credit of the United
    States and maturing within one year from the date of creation thereof;

                (ii)    commercial paper maturing within one year from the date
    of creation thereof rated in the highest grade by a nationally recognized
    credit rating agency;

                (iii)   time deposits maturing within one year from the date of
    creation thereof with, including certificates of deposit issued by, any
    office located in the United States of any bank or trust company which is
    organized under the laws of the United States or any state thereof and has
    capital, surplus and undivided profits aggregating at least $500,000,000,
    including without limitation, any such deposits in Eurodollars issued by a
    foreign branch of any such bank or trust company;

                (iv)    mid-term notes of corporations existing under the laws
    of the United States rated in the highest grade by a nationally recognized
    credit rating agency; and

                (v)     municipal "lower floater" bonds rated A or better (or
    backed by a letter of credit rated A or better) by a nationally recognized
    credit rating agency;

        (c)     Investments made by Plans and Foreign Plans;



                                       65
<PAGE>   73

        (d)     Investments outstanding on the Fourth Amendment Date and listed
on Schedule 7.06 hereto;

        (e)     (i) Investments (other than those permitted by paragraphs (a)
through (d) above), including loans to employees, officers and other Persons
(other than Subsidiaries) and (ii) Investments after the Fourth Amendment Date
in Foreign Subsidiaries, in an aggregate combined amount not to exceed
$12,500,000;

        (f)     Investments in a Receivables Subsidiary consisting of Permitted
Receivables and Purchase Money Notes in payment for Permitted Receivables in an
amount consented to by the Administrative Agent (such consent not to be
unreasonably withheld); and

        (g)     Investments by a Receivables Subsidiary in a Special Purpose
Vehicle in an amount consented to by the Administrative Agent (such consent not
to be unreasonably withheld).

        SECTION 7.07. SALE AND LEASEBACK TRANSACTIONS. Sell or transfer any
property, real or personal, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property which any Consolidated
Company intends to use for substantially the same purpose or purposes as the
property being sold or transferred, except as set forth on Schedule 7.07.

        SECTION 7.08. TRANSACTIONS WITH AFFILIATES.

        (a)     Enter into any material transaction or series of related
transactions which in the aggregate would be material, whether or not in the
ordinary course of business, with any Affiliate of any Consolidated Company (but
excluding any Affiliate which is also a Consolidated Company), other than on
terms and conditions substantially as favorable to such Consolidated Company as
would be obtained by such Consolidated Company at the time in a comparable
arm's-length transaction with a Person other than an Affiliate (it being
understood that any Permitted Receivables Purchase Facility shall be deemed to
satisfy this clause); and

        (b)     Convey or transfer to any other Person (including any other
Consolidated Company) any real property, buildings, or fixtures used in the
manufacturing or production operations of any Consolidated Company, or convey or
transfer to any other Consolidated Company any other assets (excluding
conveyances or transfers in the ordinary course of business) if at the time of
such conveyance or transfer any Default or Event of Default exists or would
exist as a result of such conveyance or transfer.

        SECTION 7.09. PREPAYMENTS OF SUBORDINATED DEBT IN VIOLATION THEREOF.
Directly or indirectly, prepay, purchase, redeem, retire, defease or otherwise
acquire, or make any optional payment on account of any principal of, interest
on, or premium payable in connection with any of its Subordinated Debt, in each
case, which is a violation of the subordination provisions of such Subordinated
Debt or a violation of Section 7.05.

        SECTION 7.10. CHANGES IN BUSINESS. Enter into any business which is
substantially different from that presently conducted by the Consolidated
Companies taken as a whole (which includes iron and aluminum foundry operations
and machining).



                                       66
<PAGE>   74

        SECTION 7.11. LIMITATION ON PAYMENT RESTRICTIONS AFFECTING CONSOLIDATED
COMPANIES. Create or otherwise cause or suffer to exist or become effective, any
consensual encumbrance or restriction on the ability of any Consolidated Company
(other than a Receivables Subsidiary) to (i) pay dividends or make any other
distributions on such Consolidated Company's Capital Securities, or (ii) pay any
indebtedness owed to the Borrower or any other Consolidated Company, or (iii)
transfer any of its property or assets to the Borrower or any other Consolidated
Company or (iv) grant a Lien in favor of the Lenders securing the obligations,
except any consensual encumbrance or restriction existing under the Credit
Documents or as set forth on Schedule 5.20 or a Lien upon Permitted Receivables.

        SECTION 7.12. ACTIONS UNDER CERTAIN DOCUMENTS. Without the prior written
consent of the Administrative Agent and the Required Lenders, modify, amend or
supplement any agreement governing Subordinated Debt to (i) increase the
principal amount of the indebtedness thereunder, (ii) increase the interest rate
thereunder, (iii) modify any requirement of prepayment or repayment thereunder
which would shorten the final maturity or average life of the indebtedness
outstanding thereunder or make the requirement of prepayment more onerous, (iv)
make any more onerous any other provision thereof, or (v) amend or modify the
subordination provisions thereof.

        SECTION 7.13. FISCAL YEAR. Make any change in the Fiscal Year of the
Borrower or the Consolidated Companies.

        SECTION 7.14. DEPOSIT ACCOUNTS. Maintain any deposit account or deposit
any items or amounts in any deposit account, except: (i) deposit accounts
maintained with the Lenders, or (ii) deposit accounts as to which each
respective Consolidated Company, the Collateral Agent and the depositary bank
have entered into an agreement that the depositary bank will comply with
instructions originated by the Collateral Agent directing disposition of the
funds in the account upon an Event of Default without further consent by such
Consolidated Company (a "Control Agreement"), substantially in the form of
Exhibit K, with such changes as are reasonably acceptable to the Collateral
Agent.

        SECTION 7.15. RECEIVABLES FACILITY. Amend or modify, or permit the
amendment or modification of, any provision of a Receivables Document if, as a
result of such amendment or modification:

        (a)     a Receivables Subsidiary would not be required to apply all
funds available to it (after giving effect to the allocation of funds to
reserves required under the terms of the Receivables Documents and the payment
of general and administrative operating expenses and to the payment of interest,
principal and other amounts owed under the Receivables Documents) to pay the
purchase price for Receivables (including any deferred portion of the purchase
price);

        (b)     the degree of recourse to any Consolidated Company under or in
the respect of the Receivables Documents is increased in any material respect;
or

        (c)     the Invested Amount with respect thereto shall fall below
$60,000,000.



                                       67
<PAGE>   75

        Notwithstanding anything to the contrary contained in this Section, any
changes to the Receivables Documents which relate to the Borrower's and/or any
other Receivables Seller's servicing or origination of Permitted Receivables
shall be permitted.

        SECTION 7.16. FOREIGN HOLDING COMPANIES. Permit any Foreign Holding
Company to (a) own any assets other than the Capital Securities of Subsidiaries
of which sixty-five percent (65%) of such Capital Securities of each such
first-tier Foreign 956 Subsidiary has been pledged to the Collateral Agent, for
the benefit of the Secured Parties, pursuant to the Subsidiary Pledge and
Security Agreement or appropriate Security Documents, (b) make any expenditures
other than such minimal expenditures necessary to maintain its separate
corporate existence and good standing in the state of its incorporation, (c)
create, incur, assume or otherwise become liable with respect to any
Indebtedness other than its obligations pursuant to the Guaranty Agreement and
the First Amended and Restated Guaranty Agreement of even date herewith with
respect to the Term Loan Agreement, (d) have any employees or engage in any
trade or business, (e) merge or consolidate with any other Person, (f) sell or
otherwise transfer any of its assets or (g) create, incur, assume or permit to
exist any Lien on any of its assets.

                                 ARTICLE VIII.

                                EVENTS OF DEFAULT

    Upon the occurrence and during the continuance of any of the following
specified events (each an "Event of Default"):

        SECTION 8.01. PAYMENTS. The Borrower shall fail to make promptly when
due (including, without limitation, by mandatory prepayment) any principal,
interest or fee payment with respect to the Loans, or the Borrower shall fail to
make within five (5) days after the due date thereof any payment of any other
amount payable hereunder or any of the Obligations;

        SECTION 8.02. COVENANTS WITHOUT NOTICE. The Borrower shall fail to
observe or perform any covenant or agreement contained in Sections 6.07(f),
6.08, 6.11, 7.01 through 7.07, 7.09 through 7.16.

        SECTION 8.03. OTHER COVENANTS. The Borrower shall fail to observe or
perform any covenant or agreement contained in this Agreement, other than those
referred to in Sections 8.01 and 8.02, and, if capable of being remedied, such
failure shall remain unremedied for thirty (30) days after the earlier of (i)
the Borrower's obtaining knowledge thereof, or (ii) written notice thereof shall
have been given to the Borrower by the Administrative Agent or any Lender;

        SECTION 8.04. REPRESENTATIONS. Any representation or warranty made or
deemed to be made by the Borrower or any other Credit Party or by any of its
officers under this Agreement or any other Credit Document (including the
Schedules attached thereto), or any certificate or other document submitted to
the Administrative Agent or the Lenders by any such Person pursuant to the terms
of this Agreement or any other Credit Document, shall be incorrect in any
material respect when made or deemed to be made or submitted;

        SECTION 8.05. NON-PAYMENTS OF OTHER INDEBTEDNESS. Any Consolidated
Company shall fail to make when due (whether at stated maturity, by
acceleration, on demand or



                                       68
<PAGE>   76

otherwise, and after giving effect to any applicable grace period) any payment
of principal of or interest on any Indebtedness (other than the Obligations)
exceeding $5,000,000 in the aggregate;

        SECTION 8.06. DEFAULTS UNDER OTHER AGREEMENTS. Any Consolidated Company
(other than a Receivables Subsidiary) shall fail to observe or perform within
any applicable grace period any covenants or agreements contained in any
agreements or instruments relating to any of its Indebtedness exceeding
$5,000,000 in the aggregate, or any other event shall occur if the effect of
such failure or other event is to accelerate, or to permit the holder of such
Indebtedness or any other Person to accelerate, the maturity of such
Indebtedness; or any such Indebtedness shall be required to be prepaid (other
than by a regularly scheduled required prepayment) in whole or in part prior to
its stated maturity; or there occurs any termination, liquidation, unwind or
similar event or circumstance under any Permitted Receivables Purchase Facility,
which permits any purchaser of receivables thereunder to cease purchasing such
receivables or to apply all collections on previously purchased receivables
thereunder to the repayment of such purchaser's interest in such previously
purchased receivables other than any such event or circumstance that arises
solely as a result of a down-grading of the credit rating of any bank or
financial institution not affiliated with the Borrower that provides liquidity,
credit or other support in connection with such facility;

        SECTION 8.07. BANKRUPTCY.

        (a)     The Borrower or any other Consolidated Company (other than a
Receivables Subsidiary) shall commence a voluntary case concerning itself under
the Bankruptcy Code or applicable foreign bankruptcy laws; or any Consolidated
Company (other than a Receivables Subsidiary) commences proceedings of its own
bankruptcy or to be granted a suspension of payments or any other proceeding
under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction,
whether now or hereafter in effect, relating to any Consolidated Company (other
than a Receivables Subsidiary), or any Consolidated Company (other than a
Receivables Subsidiary) makes a general assignment for the benefit of creditors;
or any Consolidated Company (other than a Receivables Subsidiary) shall fail to
pay, or shall state that it is unable to pay, or shall be unable to pay, its
debts generally as they become due; or any Consolidated Company (other than a
Receivables Subsidiary) shall call a meeting of its creditors with a view to
arranging a composition or adjustment of its debts; or any Consolidated Company
(other than a Receivables Subsidiary) shall by any act or failure to act
indicate its consent to, approval of or acquiescence in any of the foregoing; or
any corporate action is taken by any Consolidated Company (other than a
Receivables Subsidiary) for the purpose of effecting any of the foregoing; or

        (b)     an involuntary case for bankruptcy is commenced against any
Consolidated Company (other than a Receivables Subsidiary) and the petition is
not controverted within 20 days, or is not dismissed within 60 days, after
commencement of the case; or a custodian (as defined in the Bankruptcy Code) or
similar official under applicable foreign bankruptcy laws is appointed for, or
takes charge of, all or any substantial part of the property of any Consolidated
Company (other than a Receivables Subsidiary); or there is commenced against any
Consolidated Company (other than a Receivables Subsidiary) proceedings of its
own bankruptcy or to be granted a suspension of payments or any other proceeding
under any



                                       69
<PAGE>   77

reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction, whether now or
hereafter in effect, relating to any Consolidated Company (other than a
Receivables Subsidiary) which remains undismissed for a period of 60 days; or
any Consolidated Company (other than a Receivables Subsidiary) is adjudicated
insolvent or bankrupt; or any order of relief or other order approving any such
case or proceeding is entered; or any Consolidated Company (other than a
Receivables Subsidiary) suffers any appointment of any custodian or the like for
it or any substantial part of its property to continue undischarged or unstayed
for a period of 60 days.

        SECTION 8.08. ERISA. A Plan or Foreign Plan of a Consolidated Company or
a Plan subject to Title IV of ERISA of any of its ERISA Affiliates:

                (i)     shall fail to be funded in accordance with the minimum
    funding standard required by applicable law, the terms of such Plan or
    Foreign Plan, Section 412 of the Code or Section 302 of ERISA for any plan
    year or a waiver of such standard is sought or granted with respect to such
    Plan or Foreign Plan under applicable law, the terms of such Plan or Foreign
    Plan or Section 412 of the Code or Section 303 of ERISA; or

                (ii)    is being, or has been, terminated or the subject of
    termination proceedings under applicable law or the terms of such Plan or
    Foreign Plan; or

                (iii)   shall require a Consolidated Company to provide security
    under applicable law, the terms of such Plan or Foreign Plan, Section 401 or
    412 of the Code or Section 306 or 307 of ERISA; or

                (iv)    results for any reason, in a liability (including
    without limitation, withdrawal liability) to a Consolidated Company under
    applicable law, the terms of such Plan or Foreign Plan, or Title IV of
    ERISA;

and there shall result from any such failure, waiver, termination or other event
a liability to the PBGC (or any similar Person with respect to any Foreign
Plan), a Plan or any other Person that would be in excess of $5,000,000;

        SECTION 8.09. MONEY JUDGMENT. A judgment or order for the payment of
money in excess of $5,000,000 or otherwise having a Materially Adverse Effect
shall be rendered against the Borrower or any other Consolidated Company (other
than a Receivables Subsidiary) and such judgment or order shall continue
unsatisfied (in the case of a money judgment) and in effect for a period of 30
days during which execution shall not be effectively stayed or deferred (whether
by action of a court, by agreement or otherwise);

        SECTION 8.10. OWNERSHIP OF CREDIT PARTIES. If the Borrower shall at any
time fail to own and control one hundred percent (100%) of the voting Capital
Securities of any Credit Party, either directly or indirectly through a
wholly-owned Subsidiary of the Borrower, except for (x) as a result of any Asset
Sale permitted pursuant to Section 7.04(c) hereof, and (y) with respect to any
Credit Party or Foreign Subsidiary whose Capital Securities are acquired by one
of the Consolidated Companies after the Fourth Amendment Date where the Borrower
shall, directly or indirectly, maintain ownership and control of the percentage
of voting Capital



                                       70
<PAGE>   78

Securities owned and controlled as of the date such Person became a Credit Party
hereunder or a Foreign Subsidiary or such greater percentage as shall thereafter
be obtained, directly or indirectly by the Borrower;

        SECTION 8.11. CHANGE IN CONTROL OF THE BORROWER. Any Change of Control
of the Borrower or any "Change of Control" or like event as defined in any
indenture or other agreement or instrument pursuant to which Indebtedness or
equity is issued or Receivables are sold by a Consolidated Company, shall occur
or exist;

        SECTION 8.12. DEFAULT UNDER OTHER CREDIT DOCUMENTS. There shall exist or
occur any "Event of Default" as provided under the terms of any other Credit
Document, or any Credit Document ceases to be in full force and effect or the
validity or enforceability thereof is disaffirmed by or on behalf of the
Borrower or any other Credit Party, or at any time it is or becomes unlawful for
the Borrower or any other Credit Party to perform or comply with its obligations
under any Credit Document, or the obligations of the Borrower or any other
Credit Party under any Credit Document are not or cease to be legal, valid and
binding on the Borrower or any such Credit Party;

        SECTION 8.13. ATTACHMENTS. An attachment or similar action shall be made
on or taken against any of the assets of any Consolidated Company with an Asset
Value exceeding $5,000,000 in aggregate and is not removed, suspended or
enjoined within 30 days of the same being made or any suspension or injunction
being lifted;

        SECTION 8.14. DEFAULT UNDER THE TERM LOAN AGREEMENT. There shall exist
or occur any "Event of Default" as defined in the Term Loan Agreement; or

        SECTION 8.15. IMPAIRMENT OF SECURITY, ETC. Any Security Document or any
Lien granted thereunder shall (except in accordance with its terms), in whole or
in part, terminate, cease to be effective or cease to be the legally valid,
binding and enforceable obligation of any Credit Party thereto; any Credit Party
or any other party shall, directly or indirectly, contest in any manner such
effectiveness, validity, binding nature or enforceability; or, except as
permitted under any Security Document, any Lien securing any Obligation shall,
in whole or in part, cease to be a perfected first priority Lien;

then, and in any such event, and at any time thereafter if any Event of Default
shall then be continuing, the Administrative Agent may, with the consent of the
Required Lenders, and upon the written (including telecopied) or telex request
of the Required Lenders, shall, by written notice to the Borrower take any or
all of the following actions, without prejudice to the rights of the
Administrative Agent, any Lender or the holder of any Note to enforce its claims
against the Borrower or any other Credit Party: (i) declare all Commitments
terminated (if they have not previously terminated), whereupon the pro rata
Commitments of each Lender shall terminate immediately and any commitment fee
shall forthwith become due and payable without any other notice of any kind; and
(ii) declare the principal of and any accrued interest on the Loans, and all
other Obligations owing under this Agreement, including without limitation, an
amount equal to the maximum amount which would be available at any time to be
drawn under all Letters of Credit then outstanding (whether or not any
beneficiary under any Letter of Credit shall have presented, or shall be
entitled at such time to present, the drafts or other documents required to


                                       71
<PAGE>   79

draw under such Letter of Credit), to be, whereupon the same shall become,
forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower; provided, that, if
an Event of Default specified in Section 8.07 shall occur, the result which
would occur upon the giving of written notice by the Administrative Agent to any
Credit Party, as specified in clauses (i) and (ii) above, shall occur
automatically without the giving of any such notice; and (iii) exercise any
rights or remedies under the Security Documents. As long as any Letter of Credit
shall remain outstanding, any amounts described in clause (ii) above with
respect to Letters of Credit, when received by the Issuer, shall be deposited in
a cash collateral account as cash collateral for the obligations of the Borrower
under Article II of this Agreement in the event of any drawing under a Letter of
Credit, and upon drawing under any outstanding Letter of Credit in respect of
which the Issuer has deposited in the cash collateral account any amounts
described in clause (ii) above, the Issuer shall pay such amounts to itself to
reimburse itself for the amount of such drawing.

                                   ARTICLE IX.

                            THE ADMINISTRATIVE AGENT

        SECTION 9.01. APPOINTMENT OF ADMINISTRATIVE AGENT. Each Lender hereby
designates Scotia Capital as Administrative Agent to administer all matters
concerning the Loans and Letters of Credit and to act as herein specified. Each
Lender hereby irrevocably authorizes, and each holder of any Note by the
acceptance of a Note shall be deemed irrevocably to authorize the Administrative
Agent to take such actions on its behalf under the provisions of this Agreement,
the other Credit Documents, and all other instruments and agreements referred to
herein or therein, and to exercise such powers and to perform such duties
hereunder and thereunder as are specifically delegated to or required of the
Administrative Agent by the terms hereof and thereof and such other powers as
are reasonably incidental thereto. The Administrative Agent may perform any of
its duties hereunder by or through their agents or employees.

        SECTION 9.02. AUTHORIZATION OF ADMINISTRATIVE AGENT WITH RESPECT TO THE
SECURITY DOCUMENTS.

        (a)     Each Lender hereby authorizes the Administrative Agent in its
capacity as Collateral Agent to enter into each of the Security Documents
substantially in the form attached hereto, and to take all action contemplated
thereby. All rights and remedies under the Security Documents may be exercised
by the Administrative Agent for the ratable benefit of the Secured Parties. The
Lenders further agree that the Administrative Agent may assign its rights and
obligations under any of the Security Documents to any affiliate of the
Administrative Agent or to any trustee, if necessary or appropriate under
applicable law, which assignee in each such case shall (subject to compliance
with any requirements of applicable law governing the assignment of such
Security Documents) be entitled to all the rights of the Administrative Agent
under and with respect to the applicable Security Document.

        (b)     In each circumstance where, under any provision of any Security
Document, the Administrative Agent shall have the right to grant or withhold any
consent, exercise any remedy, make any determination or direct any action by the
Administrative Agent


                                       72
<PAGE>   80

on behalf of the Lenders under such Security Document, the Administrative Agent
shall act in respect of such consent, exercise of remedies, determination or
action, as the case may be, with the consent of and at the direction of the
Required Lenders; provided, however, that no such consent of the Required
Lenders shall be required with respect to any consent, determination or other
matter that is, in the Administrative Agent's judgment, ministerial or
administrative in nature. In each circumstance where any consent of or direction
from the Required Lenders is required, the Administrative Agent shall send to
the Lenders a notice setting forth a description in reasonable detail of the
matter as to which consent or direction is requested and the Administrative
Agent's proposed course of action with respect thereto. The Lenders shall
endeavor to respond promptly to such request but in the event the Administrative
Agent shall not have received a response from any Lender within five (5)
Business Days after such Lender's receipt of such notice, such Lender shall be
deemed not to have agreed to the course of action proposed by the Administrative
Agent.

        (c)     The Lenders hereby acknowledge that the Collateral is not being
held and the Security Documents are not being entered into, by the Collateral
Agent for their sole benefit, but for the ratable benefit of the Secured
Parties.

        SECTION 9.03. NATURE OF DUTIES OF ADMINISTRATIVE AGENT. The
Administrative Agent shall have no duties or except those expressly set forth in
this Agreement and the other Credit Documents. None of the Administrative Agent
nor any of its respective officers, directors, employees or agents shall be
liable for any action taken or omitted by it as such hereunder or in connection
herewith, unless caused by its or their gross negligence or willful misconduct.
The duties of the Administrative Agent shall be ministerial and administrative
in nature; the Administrative Agent shall not have by reason of this Agreement a
fiduciary relationship in respect of any Lender; and nothing in this Agreement,
express or implied, is intended to or shall be so construed as to impose upon
the Administrative Agent any obligations in respect of this Agreement or the
other Credit Documents except as expressly set forth herein.

        SECTION 9.04. LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT.
Independently and without reliance upon the Administrative Agent, each Lender,
to the extent it deems appropriate, has made and shall continue to make (i) its
own independent investigation of the financial condition and affairs of the
Credit Parties in connection with the taking or not taking of any action in
connection herewith, and (ii) its own appraisal of the creditworthiness of the
Credit Parties, and, except as expressly provided in this Agreement, the
Administrative Agent shall have no duty or responsibility, either initially or
on a continuing basis, to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before the
making of the Loans or at any time or times thereafter.

        SECTION 9.05. CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT. If the
Administrative Agent shall request instructions from the Required Lenders with
respect to any action or actions (including the failure to act) in connection
with this Agreement, the Administrative Agent shall be entitled to refrain from
such act or taking such act, unless and until the Administrative Agent shall
have received instructions from the Required Lenders; and the Administrative
Agent shall not incur liability in any Person by reason of so refraining.
Without limiting the foregoing, no Lender shall have any right of action
whatsoever against the


                                       73
<PAGE>   81

Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder in accordance with the instructions of the
Required Lenders.

        SECTION 9.06. RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
note, writing, resolution, notice, statement, certificate, telex, teletype or
telecopier message, cable gram, radiogram, order or other documentary,
teletransmission or telephone message believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person. The Administrative
Agent may consult with legal counsel (including counsel for any Credit Party),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts.

        SECTION 9.07. INDEMNIFICATION OF ADMINISTRATIVE AGENT. To the extent the
Administrative Agent is not reimbursed and indemnified by the Credit Parties,
each Lender will reimburse and indemnify the Administrative Agent, ratably
according to the respective amounts of the Loans outstanding under all
Facilities (or if no amounts are outstanding, ratably in accordance with the
aggregate Commitments), in either case, for and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including counsel fees and disbursements) or disbursements of any kind
or nature whatsoever which may be imposed on, incurred by or asserted against
the Administrative Agent in performing its duties hereunder, in any way relating
to or arising out of this Agreement or the other Credit Documents; provided that
no Lender shall be liable to the Administrative Agent for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Administrative Agent's gross
negligence or willful misconduct.

        SECTION 9.08. THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. With
respect to its obligation to lend under this Agreement, the Loans made by it and
the Notes issued to it, the Administrative Agent shall have the same rights and
powers hereunder as any other Lender or holder of a Note and may exercise the
same as though it were not performing the duties specified herein; and the terms
"Lenders", "Required Lenders", "holders of Notes", or any similar terms shall,
unless the context clearly otherwise indicates, include the Administrative Agent
in its individual capacity. The Administrative Agent may accept deposits from,
lend money to, and generally engage in any kind of banking, trust, financial
advisory or other business with the Consolidated Companies or any affiliate of
the Consolidated Companies as if it were not performing the duties specified
herein, and may accept fees and other consideration from the Consolidated
Companies for services in connection with this Agreement and otherwise without
having to account for the same to the Lenders.

        SECTION 9.09. HOLDERS OF NOTES. The Administrative Agent may deem and
treat the payee of any Note as the owner thereof for all purposes hereof unless
and until a written notice of the assignment or transfer thereof shall have been
filed with the Administrative Agent. Any request, authority or consent of any
Person who, at the time of making such request or giving such authority or
consent, is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee or assignee of such Note or of any Note or Notes
issued in exchange therefor.



                                       74
<PAGE>   82

        SECTION 9.10. SUCCESSOR ADMINISTRATIVE AGENT.

        (a)     The Administrative Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower and may be removed with
or without cause by the Required Lenders; provided, however, the Administrative
Agent may not resign or be removed until a successor Administrative Agent has
been appointed and shall have accepted such appointment. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Administrative Agent and, unless an Event of Default has occurred and
is continuing, subject to the Borrower's prior written approval, not to be
unreasonably withheld. If no successor Administrative Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment,
within 30 days after the retiring Administrative Agent's giving of notice of
resignation or the Required Lenders' removal of the retiring Administrative
Agent, then the retiring Administrative Agent may, on behalf of the Lenders,
appoint a successor Administrative Agent. which shall be a bank which maintains
an office in the United States, or a commercial bank organized under the laws of
the United States of America or any State thereof, or any Affiliate of such
bank, having a combined capital and surplus of at least $100,000,000 and, unless
an Event of Default has occurred and is continuing, subject to the Borrower's
prior written approval.

        (b)     Upon the acceptance of any appointment as the Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Administrative Agent's
resignation or removal hereunder as Administrative Agent, the provisions of this
Article IX shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was an Administrative Agent under this Agreement.

        SECTION 9.11. OTHER AGENTS. Each Lender hereby designates Bank One,
Michigan as Syndication Agent, SunTrust as Documentation Agent, Comerica Bank,
as Managing Agent, and The Bank of New York, Harris Trust and Savings Bank and
PNC Bank, National Association, as Co-Agents. The Syndication Agent, the
Documentation Agent, the Managing Agent and the Co-Agents, in such capacities,
shall have no duties or obligations whatsoever under this Agreement or any other
Credit Document.

        SECTION 9.12. EXCULPATION. Neither the Administrative Agent nor any of
its directors, officers, employees or agents shall be liable to any Lender for
any action taken or omitted to be taken by it under any Credit Document, or in
connection therewith, except for its own wilful misconduct or gross negligence,
nor responsible for any recitals or warranties herein or therein, nor for the
effectiveness, enforceability, validity or due execution of any Credit Document,
nor for the creation, perfection or priority of any Liens purported to be
created by any of the Credit Documents, or the validity, genuineness,
enforceability, existence, value or sufficiency of any collateral security, nor
to make any inquiry respecting the performance by any Credit Party of its
Obligations. Any such inquiry which may be made by the Administrative Agent
shall not obligate it to make any further inquiry or to take any action. The
Administrative Agent shall be entitled to rely upon advice of counsel concerning
legal matters and upon any


                                       75
<PAGE>   83

notice, consent, certificate, statement or writing which the Administrative
Agent believes to be genuine and to have been presented by a proper Person.

        SECTION 9.13. DEFAULTS. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of a Default or an Event of Default
unless the Administrative Agent has received a written notice from a Lender or
the Borrower specifying such Default or an Event of Default and stating that
such notice is a "Notice of Default". In the event that the Administrative Agent
receives such a notice of the occurrence of a Default or an Event of Default,
the Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall (subject to Section 10.02) take such action with
respect to such Default or an Event of Default as shall be directed by the
Required Lenders; provided, that unless and until the Administrative Agent shall
have received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or an Event of Default as it shall deem advisable in the best
interest of the Lenders except to the extent that this Agreement expressly
requires that such action be taken, or not be taken, only with the consent or
upon the authorization of the Required Lenders or all Lenders, as the case may
be.

                                   ARTICLE X.

                                  MISCELLANEOUS

        SECTION 10.01. NOTICES. All notices, requests and other communications
to any party hereunder shall be in writing (including bank wire, telex, telecopy
or similar teletransmission or writing) and shall be given to such party at its
address or applicable teletransmission number set forth on Schedule 10.01, or
such other address or applicable teletransmission number as such party may
hereafter specify by notice to the Administrative Agent and the Borrower. Each
such notice, request or other communication shall be effective (i) if given by
telex, when such telex is transmitted to the telex number specified in this
Section and the appropriate answerback is received, (ii) if given by mail, 72
hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid, (iii) if given by telecopy, when such
telecopy is transmitted to the telecopy number specified in this Section and the
appropriate confirmation is received, or (iv) if given by any other means
(including, without limitation, by air courier), when delivered or received at
the address specified in this Section; provided that notices to the
Administrative Agent shall not be effective until received.

        SECTION 10.02. AMENDMENTS, ETC. No amendment or waiver of any provision
of this Agreement or the other Credit Documents (other than Rate Protection
Agreements and Cash Management Agreements), nor consent to any departure by any
Credit Party therefrom, shall in any event be effective unless the same shall be
in writing and signed by the Borrower and the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided that no amendment, waiver or consent
shall, unless in writing and signed by the Borrower and all the Lenders do any
of the following: (i) waive any of the conditions specified in Section 4.01,
(ii) increase the Commitments or other contractual obligations to the Borrower
under this Agreement, (iii) reduce the principal of, or interest on, the Notes
or any fees hereunder, (iv) postpone any date fixed for the payment in respect
of principal of, or interest on, the Notes or any fees hereunder, (v) change the
percentage


                                       76
<PAGE>   84

of the Commitments or of the aggregate unpaid principal amount of the Notes, or
the number or identity of Lenders which shall be required for the Lenders or any
of them to take any action hereunder, (vi) agree to release any Credit Party
from its obligations under the Guaranty Agreement or any of the Security
Documents or release any Collateral with respect to a Credit Party, except (x)
in connection with an Asset Sale permitted pursuant to Section 7.04(a), (b),
(c), (d) or (e). above or a Permitted Receivables Purchase Facility, where no
consent of the Lenders shall be required for such release, (y) in connection
with the incurrence of Indebtedness permitted pursuant to Sections 7.01(g) and
7.02(g), where the consent of the Super-Majority Lenders shall be required,
(vii) modify the definition of "Required Lenders" or "Super-Majority Lenders" or
(viii) modify this Section 10.02. Notwithstanding the foregoing, no amendment,
waiver or consent shall, unless in writing and signed by the Borrower and the
Administrative Agent, the Issuer or the Swingline Lender in addition to the
Lenders required hereinabove to take such action, affect the rights or duties of
the Administrative Agent, the Issuer or the Swingline Lender, respectively under
this Agreement or under any other Credit Document.

        SECTION 10.03. NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on
the part of the Administrative Agent, any Lender or any holder of a Note in
exercising any right or remedy hereunder or under any other Credit Document, and
no course of dealing between any Credit Party and the Administrative Agent, any
Lender or the holder of any Note shall operate as a waiver thereof, nor shall
any single or partial exercise of any right or remedy hereunder or under any
other Credit Document preclude any other or further exercise thereof or the
exercise of any other right or remedy hereunder or thereunder. The rights and
remedies herein expressly provided are cumulative and not exclusive of any
rights or remedies which the Administrative Agent, any Lender or the holder of
any Note would otherwise have. No notice to or demand on any Credit Party not
required hereunder or under any other Credit Document in any case shall entitle
any Credit Party to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Administrative Agent,
the Lenders or the holder of any Note to any other or further action in any
circumstances without notice or demand.

        SECTION 10.04. PAYMENT OF EXPENSES, ETC. The Borrower shall:

                (i)     pay all reasonable, out-of-pocket costs and expenses of
    the Administrative Agent in the administration (both before and after the
    execution hereof and including reasonable expenses actually incurred
    relating to advice of counsel as to the rights and duties of the
    Administrative Agent and the Lenders with respect thereto) of, and in
    connection with the preparation, execution and delivery of, preservation of
    rights under, enforcement of, and, after a Default or Event of Default,
    refinancing, renegotiation or restructuring of, this Agreement and the other
    Credit Documents and the documents and instruments referred to therein, and
    any amendment, waiver or consent relating thereto (including, without
    limitation, the reasonable fees actually incurred and disbursements of
    counsel for the Administrative Agent), and in the case of enforcement of
    this Agreement or any Credit Document after an Event of Default, all such
    reasonable, out-of-pocket costs and expenses (including, without limitation,
    the reasonable fees actually incurred and disbursements of counsel), for any
    of the Lenders;

                (ii)    subject, in the case of certain Taxes, to the applicable
    provisions of Section 3.07(b), pay and hold each Agent and the Lenders
    harmless from and against any



                                       77
<PAGE>   85

    and all present and future stamp, documentary, and other similar Taxes with
    respect to this Agreement, the Notes and any other Credit Documents, any
    Collateral, or any payments due thereunder, and save each of the Lenders
    harmless from and against any and all liabilities with respect to or
    resulting from any delay or omission to pay such Taxes;

                (iii)   indemnify each Agent and each Lender, and their
    respective officers, directors, employees, representatives and agents from,
    and hold each of them harmless against, any and all costs, losses,
    liabilities, claims, damages or expenses incurred by any of them (whether or
    not any of them is designated a party thereto) (an "Indemnitee") arising out
    of or by reason of any investigation, litigation or other proceeding related
    to any actual or proposed use of the proceeds of any of the Loans or any
    Credit Party's entering into and performing of the Agreement, the Notes, or
    the other Credit Documents, including, without limitation, the reasonable
    fees actually incurred and disbursements of counsel (including foreign
    counsel) incurred in connection with any such investigation, litigation or
    other proceeding; provided, however, the Borrower shall not be obligated to
    indemnify any Indemnitee for any of the foregoing to the extent arising out
    of such Indemnitee's gross negligence or willful misconduct;

                (iv)    In addition to amounts payable elsewhere provided in
    this Agreement, without duplication, indemnify, pay and save the Issuer
    harmless from and against any and all claims, demands, liabilities, damages,
    losses, costs, charges and reasonable expenses (including reasonable
    attorney's fees and disbursements) which the Issuer may incur or be subject
    to as a consequence, direct or indirect, of (i) the issuance of any Letter
    of Credit for the account of the Borrower, other than as a result of the
    gross negligence or willful misconduct of the Issuer; (ii) the failure of
    the Issuer to honor a drawing under any Letter of Credit due to any act or
    omission (whether rightful or wrongful) of any present or future de jure or
    de facto government or governmental authority; or (iii) any confirmation of
    any Letter of Credit obtained by the Issuer with the consent of the
    Borrower; and

                (v)     without limiting the indemnities set forth above,
    indemnify each Indemnitee for any and all expenses and costs (including
    without limitation, remedial, removal, response, abatement, cleanup,
    investigative, closure and monitoring costs), losses, claims (including
    claims for contribution or indemnity and including the cost of investigating
    or defending any claim and whether or not such claim is ultimately defeated,
    and whether such claim arose before, during or after any Credit Party's
    ownership, operation, possession or control of its business, property or
    facilities or before, on or after the date hereof, and including also any
    amounts paid incidental to any compromise or settlement by the Indemnitee or
    Indemnitees to the holders of any such claim), lawsuits, liabilities,
    obligations, actions, judgments, suits, disbursements, encumbrances, liens,
    damages (including without limitation damages for contamination or
    destruction of natural resources), penalties and fines of any kind or nature
    whatsoever (including without limitation in all cases the reasonable fees
    actually incurred, other charges and disbursements of counsel in connection
    therewith) incurred, suffered or sustained by that Indemnitee based upon,
    arising under or relating to Environmental Laws based on, arising out of or
    relating to in whole or in part, the existence or exercise


                                       78
<PAGE>   86

    of any rights or remedies by any Indemnitee under this Agreement, any other
    Credit Document or any related documents.

If and to the extent that the obligations of the Borrower under this Section
10.04 are unenforceable for any reason, the Borrower hereby agrees to make the
maximum contribution to the payment and satisfaction of such obligations which
is permissible under applicable law.

        SECTION 10.05. RIGHT OF SETOFF. In addition to and not in limitation of
all rights of offset that any Lender or other holder of a Note may have under
applicable law, each Lender or other holder of a Note shall, upon the occurrence
of any Event of Default and whether or not such Lender or such holder has made
any demand or any Credit Party's obligations are matured, have the right to
appropriate and apply to the payment of any Credit Party's obligations hereunder
and under the other Credit Documents, and the Borrower, on behalf of each Credit
Party, hereby grants to each Lender and other holder of a Note a continuing
security interest in, all deposits of any Credit Party (general or special, time
or demand, provisional or final) then or thereafter held by and other
indebtedness or property then or thereafter owing by such Lender or other holder
to any Credit Party, whether or not related to this Agreement or any transaction
hereunder. Each Lender shall promptly notify the Borrower of any offset
hereunder.

        SECTION 10.06. BENEFIT OF AGREEMENT.

        (a)     This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the respective successors and assigns of the parties
hereto, provided that the Borrower may not assign or transfer any of its
interest hereunder without the prior written consent of each Lender.

        (b)     Any Lender may make, carry or transfer Loans at, to or for the
account of, any of its branch offices or the office of an Affiliate of such
Lender.

        (c)     Each Lender may assign all or a portion of its interests, rights
and obligations under this Agreement (including all or a portion of any of its
Commitments, Letter of Credit Obligations and the Loans at the time owing to it
and the Notes held by it) to any Eligible Assignee; provided, however, that (i)
the Administrative Agent and the Borrower must give their prior written consent
to such assignment (which consent shall not be unreasonably withheld or delayed)
unless such assignment is to another Lender or an Affiliate of a Lender or, in
the case of the Borrower, unless an Event of Default has occurred and is
continuing, (ii) the amount of the Commitments or Loans or Letter of Credit
Obligations, of the assigning Lender subject to each assignment (determined as
of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000 (or, if
less, the assigning Lender's entire Commitment and Loans), and (iii) the parties
to each such assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a Note or Notes subject to such
assignment and, unless such assignment is to an Affiliate of such Lender, a
processing and recordation fee of $3,000. The Borrower shall not be responsible
for such processing and recordation fee or any costs or expenses incurred by any
Lender or the Administrative Agent in connection with such assignment. From and
after the effective date specified in each Assignment and Acceptance, which
effective date shall be at least five (5) Business Days after the execution
thereof, the


                                       79
<PAGE>   87

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. Notwithstanding the foregoing, the assigning Lender
must retain after the consummation of such Assignment and Acceptance, a minimum
aggregate amount of Commitments, the Loans and the Letter of Credit Obligations,
as the case may be, of $7,500,000 (unless the Lender is assigning its entire
Commitment and Loans); provided, however, no such minimum amount shall be
required with respect to any such assignment made at any time there exists an
Event of Default hereunder. Within five (5) Business Days after receipt of the
notice and the Assignment and Acceptance, the Borrower, at its own expense,
shall execute and deliver to the Administrative Agent, in exchange for the
surrendered Note or Notes, a new Note or Notes to the order of such assignee in
a principal amount equal to the applicable Commitments or Loans assumed by it
pursuant to such Assignment and Acceptance and new Note or Notes to the
assigning Lender in the amount of its retained Commitment or Commitments or
Loans. Such new Note or Notes shall be in an aggregate principal amount equal to
the aggregate principal amount of such surrendered Note or Notes, shall be dated
the date of the surrendered Note or Notes which they replace, and shall
otherwise be in substantially the form attached hereto. Notwithstanding any
other term of this Section, the agreement of the Swingline Lender to provide the
Swingline Loans shall not impair or otherwise restrict in any manner the ability
of the Swingline Lender to make any assignment of its Loans or commitments, it
being understood and agreed that the Swingline Lender may terminate its
Swingline Commitment, either in whole or in part, in connection with the making
of any assignment.

        (d)     Each Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
in all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitments, the Letter of Credit Obligations
and the Loans owing to it and the Notes held by it); provided however, that (i)
no Lender may sell a participation in its aggregate Commitments (after giving
effect to any permitted assignment hereof) in an amount in excess of fifty
percent (50%) of such aggregate Commitments; provided, however, sales of
participations to an Affiliate of such Lender shall not be included in such
calculation; provided, however, no such maximum amount shall be applicable to
any such participation sold at any time there exists an Event of Default
hereunder, (ii) such Lender's obligations under this Agreement shall remain
unchanged, (iii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, and (iv) the
participating bank or other entity shall be entitled to all of the benefits of
Article III and Sections 6.07 and 10.05 of this Agreement as if it were a
Lender, (v) the Borrower and the Administrative Agent and other Lenders shall
continue to deal solely and directly with each Lender in connection with such
Lender's rights and obligations under this Agreement and the other Credit
Documents, and (vi) such Lender shall retain the sole right to enforce the
obligations of the Borrower relating to the Loans and to approve any amendment,
modification or waiver of any provisions of this Agreement except that such
Lender may agree with any participating bank or other entity that it will not,
without such participating bank's or other entity's consent, take any actions of
the types described in clauses (ii), (iii), (iv), (v) or (viii) of Section
10.02. Any Lender selling a participation hereunder shall provide prompt written
notice to the Borrower of the name of such participant.

        (e)     Any Lender or participant may, in connection with the assignment
or participation or proposed assignment or participation, pursuant to this
Section, disclose to the


                                       80
<PAGE>   88

assignee or participant or proposed assignee or participant any information
relating to the Borrower or the other Consolidated Companies furnished to such
Lender by or on behalf of the Borrower or any other Consolidated Company. With
respect to any disclosure of confidential, non-public, proprietary information,
such proposed assignee or participant shall agree to use the information only
for the purpose of making any necessary credit judgments with respect to this
credit facility and not to use the information in any manner prohibited by any
law, including without limitation, the securities laws of the United States. The
proposed participant or assignee shall agree not to disclose any of such
information except (i) to directors, employees, auditors or counsel to whom it
is necessary to show such information, each of whom shall be informed of the
confidential nature of the information, (ii) in any statement or testimony
pursuant to a subpoena or order by any court, governmental body or other agency
asserting jurisdiction over such entity, or as otherwise required by law
(provided prior notice is given to the Borrower and the Administrative Agent
unless otherwise prohibited by the subpoena, order or law), and (iii) upon the
request or demand of any regulatory agency or authority with proper
jurisdiction. The proposed participant or assignee, if it does not become a
Lender or participant hereunder, shall further agree to return all documents or
other written material and copies thereof received from any Lender, the
Administrative Agent or the Borrower relating to such confidential information
unless otherwise properly disposed of by such entity.

        (f)     Any Lender may at any time assign all or any portion of its
rights in this Agreement and the Notes issued to it to a Federal Reserve Bank;
provided that no such assignment shall release the Lender from any of its
obligations hereunder.

        (g)     If (i) any Taxes referred to in Section 3.07(b) have been levied
or imposed so as to require withholdings or deductions by the Borrower and
payment by the Borrower of additional amounts to any Lender as a result thereof,
(ii) any Lender shall make demand for payment of increased costs or reduced rate
of return pursuant to Section 3.10 or any Lender determines that LIBOR is
unascertainable or illegal pursuant to Section 3.08 or Section 3.09, or any
Lender makes a claim for increased costs or determines that its participation in
any Letter of Credit is illegal pursuant to Section 3.10, or (iii) any Lender
shall decline to consent to a modification or waiver of the terms of this
Agreement or the other Credit Documents requested by the Borrower, then and in
such event, upon request from the Borrower delivered to such Lender and the
Administrative Agent, such Lender shall assign, in accordance with the
provisions of Section 10.06(c), all of its rights and obligations under this
Agreement and the other Credit Documents to another Lender or an Eligible
Assignee selected by the Borrower, in consideration for the payment by such
assignee to the Lender of the principal of, and interest on, the outstanding
Loans accrued to the date of such assignment, and the assumption of such
Lender's Commitment hereunder, together with any and all other amounts owing to
such Lender under any provisions of this Agreement or the other Credit Documents
accrued to the date of such assignment; provided, however, that if the Borrower
shall exercise its rights under this Section 10.06 with respect to any Lender,
it shall exercise in a substantially identical manner such rights as to all
similarly affected Lenders.



                                       81
<PAGE>   89

        SECTION 10.07. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY
TRIAL.

        (a)     EACH CREDIT DOCUMENT (OTHER THAN THE LETTERS OF CREDIT, TO THE
EXTENT SPECIFIED BELOW AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN A CREDIT
DOCUMENT) WILL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). EACH
LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO LAWS OR RULES ARE
DESIGNATED, THE INTERNATIONAL STANDBY PRACTICES (ISP98--INTERNATIONAL CHAMBER OF
COMMERCE PUBLICATION NUMBER 590 (THE "ISP RULES")) AND, AS TO MATTERS NOT
GOVERNED BY THE ISP RULES, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

        (b)     ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT,
THE NOTES OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW
YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND THE BORROWER HEREBY IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH
RESPECTIVE JURISDICTIONS. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN
AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE
BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE CREDIT DOCUMENTS. THE BORROWER
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER CREDIT DOCUMENT TO
WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT, EACH LENDER, THE SWINGLINE LENDER AND THE ISSUER ENTERING
INTO THE CREDIT DOCUMENTS.

        (c)     THE BORROWER HEREBY IRREVOCABLY DESIGNATES UNITED STATES
CORPORATION COMPANY AS ITS DESIGNEE, APPOINTEE AND LOCAL AGENT TO RECEIVE, FOR
AND ON BEHALF OF THE BORROWER,


                                       82
<PAGE>   90

SERVICE OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE NOTES OR ANY DOCUMENT RELATED
THERETO. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH LOCAL AGENT
WILL BE PROMPTLY FORWARDED BY SUCH LOCAL AGENT AND BY THE SERVER OF SUCH PROCESS
BY MAIL TO THE BORROWER AT ITS ADDRESS SET FORTH IN SCHEDULE 10.01, BUT THE
FAILURE OF THE BORROWER TO RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY THE
SERVICE OF SUCH PROCESS. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO THE BORROWER AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING.

        (d)     Nothing herein shall affect the right of the Administrative
Agent, any Lender, any holder of a Note or any Credit Party to serve process in
any other manner permitted by law or to commence legal proceedings or otherwise
proceed against the Borrower in any other jurisdiction.

        SECTION 10.08. INDEPENDENT NATURE OF LENDERS' RIGHTS. The amounts
payable at any time hereunder to each Lender shall be a separate and independent
debt, and each Lender shall be entitled to protect and enforce its rights
pursuant to this Agreement and its Notes, and it shall not be necessary for any
other Lender to be joined as an additional party in any proceeding for such
purpose.

        SECTION 10.09. COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

        SECTION 10.10. EFFECTIVENESS; SURVIVAL.

        (a)     This Agreement shall become effective on the date on which all
of the parties hereto shall have signed a copy hereof (whether the same or
different copies) and shall have delivered the same to the Administrative Agent
pursuant to Section 10.01 or, in the case of the Lenders, shall have given to
the Administrative Agent written or telex notice (actually received) that the
same has been signed and mailed to them.

        (b)     The obligations of the Borrower under Sections 3.07(b), 3.10,
3.12, 3.13, 10.04 and 10.05 hereof shall survive the payment in full of the
Notes and all other Obligations. All representations and warranties made herein,
in the certificates, reports, notices, and other documents delivered pursuant to
this Agreement shall survive the execution and delivery of this Agreement, the
other Credit Documents, and such other agreements and documents, the making of
the Loans hereunder, and the execution and delivery of the Notes.



                                       83
<PAGE>   91

        SECTION 10.11. SEVERABILITY. In case any provision in or obligation
under this Agreement or the other Credit Documents shall be invalid, illegal or
unenforceable, in whole or in part, in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

        SECTION 10.12. INDEPENDENCE OF COVENANTS. All covenants hereunder shall
be given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or be otherwise within the limitation of, another covenant, shall
not avoid the occurrence of a Default or an Event of Default if such action is
taken or condition exists.

        SECTION 10.13. CHANGE IN ACCOUNTING PRINCIPLES, FISCAL YEAR OR TAX LAWS.
If (i) any preparation of the financial statements referred to in Section 6.07
hereafter occasioned by the promulgation of rules, regulations, pronouncements
and opinions by or required by the Financial Accounting Standards Board or the
American Institute of Certified Public Accountants (or successors thereto or
agencies with similar functions) (other than changes mandated by FASB 106)
result in a material change in the method of calculation of financial covenants,
standards or terms found in this Agreement, (ii) there is any change in the
Borrower's Fiscal Quarter or Fiscal Year, or (iii) there is a material change in
federal tax laws which materially affects any of the Consolidated Companies'
ability to comply with the financial covenants, standards or terms found in this
Agreement or any such event referred to in clause (i) through (iii) above no
longer makes such financial covenants, standards or terms comparable to those
existing on the Effective Date, the Borrower and the Required Lenders agree to
enter into negotiations in order to amend such provisions so as to equitably
reflect such changes with the desired result that the criteria for evaluating
any of the Consolidated Companies' financial condition shall be the same after
such changes as if such changes had not been made. Unless and until such
provisions have been so amended, the provisions of this Agreement shall govern.

        SECTION 10.14. HEADINGS DESCRIPTIVE; ENTIRE AGREEMENT. The headings of
the several sections and subsections of this Agreement are inserted for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement. This Agreement, the other Credit Documents, and
the agreements and documents required to be delivered pursuant to the terms of
this Agreement constitute the entire agreement among the parties hereto and
thereto regarding the subject matters hereof and thereof and supersede all prior
agreements, representations and understandings related to such subject matters.

        SECTION 10.15. REFERENCES TO EXISTING LOAN AGREEMENT. All references to
the Existing Loan Agreement in the "Credit Documents" (as defined in the
Existing Loan Agreement) or in any other documents delivered in connection with
the Existing Loan Agreement shall be deemed to refer to this Agreement.


                                       84
<PAGE>   92

                                   Schedule 1

                                   Commitments
                                   -----------


<TABLE>
<CAPTION>
Lender                                                         Commitment      Pro Rata Share
------                                                         ----------      --------------
<S>                                                          <C>                <C>
The Bank of Nova Scotia                                        $28,500,000          9.5%
Bank One, Michigan                                             $28,500,000          9.5%
SunTrust Bank                                                  $28,500,000          9.5%
Comerica Bank                                                  $24,000,000          8.0%
The Bank of New York                                           $21,000,000          7.0%
Harris Trust and Savings Bank                                  $21,000,000          7.0%
PNC Bank, National Association                                 $21,000,000          7.0%
The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch             $15,000,000          5.0%
Bankers Trust Company                                          $15,000,000          5.0%
Fleet National Bank                                            $15,000,000          5.0%
The Fuji Bank, Limited                                         $15,000,000          5.0%
KeyBank National Association                                   $15,000,000          5.0%
The Dai-Ichi Kangyo Bank, Ltd.                                 $11,250,000          3.75%
DG Bank Deutsche Genossenschaftsbank AG                        $11,250,000          3.75%
Michigan National Bank                                         $11,250,000          3.75%
National City Bank                                             $11,250,000          3.75%
Landesbank Saar Girozentrale                                   $7,500,000           2.5%

TOTAL                                                         $300,000,000          100%
</TABLE>


                                      S-1
<PAGE>   93


                                  Schedule 1.01
                                  -------------


                                  PRICING GRID



<TABLE>
<CAPTION>
  -------------------------------------------------------------------------------------


     FUNDED DEBT/     APPLICABLE       BASE                 APPLICABLE
     CONSOLIDATED       MARGIN      RATE MARGIN           COMMITMENT FEE
        EBITDA                                             PERCENTAGE

  -------------------------------------------------------------------------------------
<S>                    <C>              <C>                  <C>
  Greater than or
  equal to 4.00        3.0000%           2.000%                0.500%

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

  Greater than or
  equal to 3.50 and
  less than 4.00       2.750%            1.750%                0.500%

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

  Greater than or
  equal to 3.00 and
  less than 3.50       2.500%            1.500%                0.500%

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

  Greater than or
  equal to 2.50 and
  less than 3.00       2.250%            1.250%                0.500%

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

  Less than 2.50       2.000%            1.000%                0.500%

  =====================================================================================
</TABLE>



                                      S-2