<PAGE>   1
                                                                    EXHIBIT 4(b)

                                                                [EXECUTION COPY]




                                  $140,000,000

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT


                                  dated as of


                                 April 17, 1996


                         and amended and restated as of


                               September 27, 1996


                                     among


                           Quaker State Corporation,


                            The Banks Listed Herein


                                      and


                   Morgan Guaranty Trust Company of New York,
                                    as Agent


                           _________________________


                          J.P. Morgan Securities Inc.
                                  as Arranger
<PAGE>   2
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
         <S>                                                                                                           <C>
                                                        ARTICLE 1


                                                       DEFINITIONS

         1.1.  Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         1.2.  Accounting Terms and Determinations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         1.3.  Types of Borrowings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

                                                        ARTICLE 2

                                                       THE CREDITS

         2.1.  Commitments to Lend  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         2.2.  Notice of Committed Borrowing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         2.3.  Money Market Borrowings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         2.4.  Notice to Banks; Funding of Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         2.5.  Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         2.6.  Maturity of Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         2.7.  Interest Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         2.8.  Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         2.9.  Optional Termination or Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         2.10. Method of Electing Interest Rates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         2.11. Mandatory Termination of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         2.12. Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         2.13. General Provisions as to Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         2.14. Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         2.15. Computation of Interest and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         2.16. Change of Control  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31

                                                        ARTICLE 3

                                                        CONDITIONS

         3.1.  Effectiveness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         3.2.  Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

                                                        ARTICLE 4

                                              REPRESENTATIONS AND WARRANTIES

         4.1.  Corporate Existence and Power  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         4.2.  Corporate and Governmental Authorization; No  Contravention  . . . . . . . . . . . . . . . . . . . . .  33
         4.3.  Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
</TABLE>





                                       i
<PAGE>   3
<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
         <S>                                                                                                           <C>
         4.4.  Financial Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         4.5.  Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         4.6.  Compliance with ERISA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         4.7.  Environmental Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         4.8.  Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         4.9.  Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         4.10. Regulatory Restrictions on Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         4.11. Full Disclosure  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36

                                                        ARTICLE 5

                                                        COVENANTS

         5.1.  Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         5.2.  Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         5.3.  Maintenance of Property; Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         5.4.  Conduct of Business and Maintenance of Existence . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         5.5.  Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         5.6.  Inspection of Property, Books and Records  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         5.7.  Mergers and Sales of Assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         5.8.  Use of Proceeds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         5.9.  Negative Pledge  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         5.10. Debt to Total Capital  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         5.11. Debt of Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         5.12. Fixed Charge Coverage Ratio  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         5.13. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43

                                                        ARTICLE 6

                                                         DEFAULTS

         6.1.  Events of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         6.2.  Notice of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

                                                        ARTICLE 7

                                                        THE AGENT

         7.1.  Appointment and Authorization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         7.2.  Agent and Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         7.3.  Action by Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         7.4.  Consultation with Experts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         7.5.  Liability of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         7.6.  Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
         7.7.  Credit Decision  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         7.8.  Successor Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
         7.9.  Agent's Fee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48

                                                        ARTICLE 8
</TABLE>





                                       ii
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
         <S>                                                                                                           <C>
                                                 CHANGE IN CIRCUMSTANCES

         8.1.  Basis for Determining Interest Rate Inadequate or Unfair . . . . . . . . . . . . . . . . . . . . . . .  49
         8.2.  Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         8.3.  Increased Cost and Reduced Return  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         8.4.  Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         8.5.  Base Rate Loans Substituted for Affected Fixed Rate Loans  . . . . . . . . . . . . . . . . . . . . . .  54

                                                        ARTICLE 9

                                                      MISCELLANEOUS

         9.1.  Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         9.2.  No Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         9.3.  Expenses; Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         9.4.  Sharing of Set-Offs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
         9.5.  Amendments and Waivers   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
         9.6.  Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         9.7.  Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
         9.8.  Governing Law; Submission to Jurisdiction  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
         9.9.  Counterparts; Integration; Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         9.10. WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         9.11. Confidentiality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         9.12. Loans Outstanding on the Effective Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60

         Schedule 4.6 - Certain ERISA Liabilities

         Exhibit A - Note
         Exhibit B - Money Market Quote Request
         Exhibit C - Invitation for Money Market Quotes
         Exhibit D - Money Market Quote
         Exhibit E - Opinion of Counsel for the Borrower
         Exhibit F - Opinion of Special Counsel for the Agent
         Exhibit G - Assignment and Assumption Agreement
</TABLE>





                                      iii
<PAGE>   5

                 AGREEMENT dated as of September 27, 1996 among QUAKER STATE
CORPORATION, the BANKS listed on the signature pages hereof and MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, as Agent.

                 WHEREAS the parties hereto have entered into a Credit
Agreement dated as of April 17, 1996, and wish, upon satisfaction of the
conditions set forth in Section 3.1 hereof, to amend and restate such Credit
Agreement as set forth herein (such amendment and restatement, the "Amendment";
such Credit Agreement, as in effect from time to time prior to the
effectiveness of the Amendment, the "Original Agreement"; and the Original
Agreement as amended and restated by the Amendment and as further amended from
time to time thereafter, this "Agreement");

                 THEREFORE the parties hereto agree as follows:


                                   ARTICLE 1


                                  DEFINITIONS


                 SECTION 1.1.  Definitions.  The following terms, as used
herein, have the following meanings:

                 "Absolute Rate Auction" means a solicitation of Money Market
Quotes setting forth Money Market Absolute Rates pursuant to Section 2.3.

                 "Adjusted CD Rate" has the meaning set forth in Section
2.7(b).

                 "Adjusted London Interbank Offered Rate" has the meaning set
forth in Section 2.7(c).

                 "Amendment" has the meaning set forth in the WHEREAS clause
hereof.

                 "Administrative Questionnaire" means, with respect to each
Bank, an administrative questionnaire in the form prepared by the Agent and
submitted to the Agent (with a copy to the Borrower) duly completed by such
Bank.

                 "Affiliate" means (i) any Person that directly, or indirectly
through one or more intermediaries, controls the Borrower (a "Controlling
Person") or (ii) any Person (other
<PAGE>   6
than the Borrower or a Subsidiary) which is controlled by or is under common
control with a Controlling Person.  As used herein, the term "control" means
possession, directly or indirectly, of the power to vote 10% or more of any
class of voting securities of a Person or to direct or cause the direction of
the management or policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

                 "Agent" means Morgan Guaranty Trust Company of New York in its
capacity as agent for the Banks hereunder, and its successors in such capacity.

                 "Applicable Lending Office" means, with respect to any Bank,
(i) in the case of its Domestic Loans, its Domestic Lending Office, (ii) in the
case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the
case of its Money Market Loans, its Money Market Lending Office.

                 "Assessment Rate" has the meaning set forth in Section 2.7(b).

                 "Assignee" has the meaning set forth in Section 9.6(c).

                 "Bank" means each bank listed on the signature pages hereof,
each Assignee which becomes a Bank pursuant to Section 9.6(c), and their
respective successors.

                 "Base Rate" means, for any day, a rate per annum equal to the
higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus
the Federal Funds Rate for such day.

                 "Base Rate Loan" means (i) a Committed Loan which bears
interest at the Base Rate pursuant to the applicable Notice of Committed
Borrowing or Notice of Interest Rate Election or the provisions of Article 8 or
(ii) an overdue amount which was a Base Rate Loan immediately before it became
overdue.

                 "Benefit Arrangement" means at any time an employee benefit
plan within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by any
member of the ERISA Group.

                 "Borrower" means Quaker State Corporation, a Delaware
corporation, and its successors.





                                       2
<PAGE>   7
                 "Borrower's 1995 Form 10-K" means the Borrower's annual report
on Form 10-K for 1995, as filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934.

                 "Borrower's Latest Form 10-Q" means the Borrower's quarterly
report on Form 10-Q for the quarter ended June 30, 1996, as filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934.

                 "Borrowing" has the meaning set forth in Section 1.3.

                 "CD Base Rate" has the meaning set forth in Section 2.7(b).

                 "CD Loan" means (i) a Committed Loan which bears interest at a
CD Rate pursuant to the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election or (ii) an overdue amount which was a CD Loan
immediately before it became overdue.

                 "CD Margin" means a rate per annum determined in accordance
with the Pricing Schedule.

                 "CD Rate" means a rate of interest determined pursuant to
Section 2.7(b) on the basis of an Adjusted CD Rate.

                 "CD Reference Banks" means Texas Commerce Bank National
Association, NationsBank of Texas, N.A. and Morgan Guaranty Trust Company of
New York.

                 "Commitment" means, with respect to each Bank, the amount set
forth opposite the name of such Bank on the signature pages hereof, as such
amount may be reduced from time to time pursuant to Section 2.9.

                 "Committed Loan" means a loan made by a Bank pursuant to
Section 2.1; provided that, if any such loan or loans (or portions thereof) are
combined or subdivided pursuant to a Notice of Interest Rate Election, the term
"Committed Loan" shall refer to the combined principal amount resulting from
such combination or to each of the separate principal amounts resulting from
such subdivision, as the case may be.

                 "Consolidated Debt" means at any date the Debt of the Borrower
and its Consolidated Subsidiaries, determined on a consolidated basis as of
such date.





                                       3
<PAGE>   8
                 "Consolidated EBITDA" means, for any fiscal period,
Consolidated Net Income for such period plus, to the extent deducted in
determining Consolidated Net Income for such period, the aggregate amount of
(i) Consolidated Interest Expense, (ii) income tax expense and (iii)
depreciation, amortization and other similar non-cash charges.

                 "Consolidated Interest Expense" means, for any period, the
interest expense of the Borrower and its Consolidated Subsidiaries determined
on a consolidated basis for such period.

                 "Consolidated Net Income" means, for any fiscal period, the
net income of the Borrower and its Consolidated Subsidiaries, determined on a
consolidated basis for such period, exclusive of the effect of any
extraordinary or other non-recurring gain (but not loss).

                 "Consolidated Rental Expense" means, for any period, the
aggregate rental expense of the Borrower and its Consolidated Subsidiaries
determined on a consolidated basis for such period.

                 "Consolidated Stockholders' Equity" means at any date
consolidated stockholders' equity of the Borrower and its Consolidated
Subsidiaries at such date.

                 "Consolidated Subsidiary" means at any date any Subsidiary or
other entity the accounts of which would be consolidated with those of the
Borrower in its consolidated financial statements if such statements were
prepared as of such date.

                 "Consolidated Tangible Net Worth" means at any date the
Consolidated Stockholders' Equity less consolidated Intangible Assets, all
determined as of such date.  For purposes of this definition "Intangible
Assets" means the amount (to the extent reflected in determining such
Consolidated Stockholders' Equity) of (i) all write-ups (other than write-ups
resulting from foreign currency translations and write-ups of assets of a going
concern business made within twelve months after the acquisition of such
business) subsequent to December 31, 1995 in the book value of any asset owned
by the Borrower or a Consolidated Subsidiary, (ii) all Investments in
unconsolidated Subsidiaries and all equity investments in Persons which are not
Subsidiaries and (iii) all unamortized debt discount and expense, unamortized
deferred charges, goodwill, patents, trademarks, service marks, trade names,
anticipated future





                                       4
<PAGE>   9
benefit of tax loss carry-forwards, copyrights, organization or developmental
expenses and other intangible assets.

                 "Debt" of any Person means at any date, without duplication,
(i) all obligations of such Person for borrowed money, (ii) all obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable arising in the ordinary
course of business, (iv) all obligations of such Person as lessee which are
capitalized in accordance with generally accepted accounting principles, (v)
all non-contingent obligations (and, for purposes of Section 5.9 and the
definitions of Material Debt and Material Financial Obligations, all contingent
obligations) of such Person to reimburse any bank or other Person in respect of
amounts paid under a letter of credit or similar instrument, (vi) all Debt
secured by a Lien on any asset of such Person, whether or not such Debt is
otherwise an obligation of such Person and (vii) all Debt of others Guaranteed
by such Person.

                 "Default" means any condition or event which constitutes an
Event of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.

                 "Derivatives Obligations" of any Person means all obligations
of such Person in respect of any rate swap transaction, basis swap, forward
rate transaction, commodity swap, commodity option, equity or equity index
swap, equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency
option or any other similar transaction (including any option with respect to
any of the foregoing transactions) or any combination of the foregoing
transactions.

                 "Domestic Business Day" means any day except a Saturday,
Sunday or other day on which commercial banks in New York City are authorized
by law to close.

                 "Domestic Lending Office" means, as to each Bank, its office
located at its address set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Domestic Lending Office)
or such other office as such Bank may hereafter designate as its Domestic
Lending Office by notice to the Borrower and the Agent; provided that any Bank
may so designate separate Domestic Lending Offices for its Base Rate Loans, on
the one





                                       5
<PAGE>   10
hand, and its CD Loans, on the other hand, in which case all references herein
to the Domestic Lending Office of such Bank shall be deemed to refer to either
or both of such offices, as the context may require.

                 "Domestic Loans" means CD Loans or Base Rate Loans or both.

                 "Domestic Reserve Percentage" has the meaning set forth in
Section 2.7(b).

                 "Effective Date" means the date the Amendment becomes
effective in accordance with Section 3.1.

                 "Environmental Laws" means any and all federal, state, local
and foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating
to the environment, the effect of the environment on human health or to
emissions, discharges or releases of pollutants, contaminants, Hazardous
Substances or wastes into the environment including, without limitation,
ambient air, surface water, ground water, or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, Hazardous Substances or
wastes or the clean-up or other remediation thereof.

                 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, or any successor statute.

                 "ERISA Group" means the Borrower, any Subsidiary and all
members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control which, together with the
Borrower or any Subsidiary, are treated as a single employer under Section 414
of the Internal Revenue Code.

                 "Euro-Dollar Business Day" means any Domestic Business Day on
which commercial banks are open for international business (including dealings
in dollar deposits) in London.

                 "Euro-Dollar Lending Office" means, as to each Bank, its
office, branch or affiliate located at its address set forth in its
Administrative Questionnaire (or identified in its Administrative Questionnaire
as its Euro-Dollar Lending Office) or such other office, branch or affiliate of





                                       6
<PAGE>   11
such Bank as it may hereafter designate as its Euro-Dollar Lending Office by
notice to the Borrower and the Agent.

                 "Euro-Dollar Loan" means (i) a Committed Loan which bears
interest at a Euro-Dollar Rate pursuant to the applicable Notice of Committed
Borrowing or Notice of Interest Rate Election or (ii) an overdue amount which
was a Euro-Dollar Loan immediately before it became overdue.

                 "Euro-Dollar Margin" means a rate per annum determined in
accordance with the Pricing Schedule.

                 "Euro-Dollar Rate" means a rate of interest determined
pursuant to Section 2.7(c) on the basis of an Adjusted London Interbank Offered
Rate.

                 "Euro-Dollar Reference Banks" means the principal London
offices of Texas Commerce Bank National Association (or any of its affiliates),
NationsBank of Texas, N.A. and Morgan Guaranty Trust Company of New York.

                 "Euro-Dollar Reserve Percentage" has the meaning set forth in
Section 2.7(c).

                 "Event of Default" has the meaning set forth in Section 6.1.

                 "Federal Funds Rate" means, for any day, the rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Domestic
Business Day next succeeding such day, provided that (i) if such day is not a
Domestic Business Day, the Federal Funds Rate for such day shall be such rate
on such transactions on the next preceding Domestic Business Day as so
published on the next succeeding Domestic Business Day, and (ii) if no such
rate is so published on such next succeeding Domestic Business Day, the Federal
Funds Rate for such day shall be the average rate quoted to Morgan Guaranty
Trust Company of New York on such day on such transactions as determined by the
Agent.

                 "Fixed Charge Coverage Ratio" means, at any date, the ratio of
(i) the sum of (A) Consolidated EBITDA plus (B) Consolidated Rental Expense, in
each case for the four consecutive fiscal quarters of the Borrower and its
Consolidated Subsidiaries ending on such date to (ii) the sum of Consolidated
Interest Expense and Consolidated Rental Expense for such period.





                                       7
<PAGE>   12
                 "Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or
Money Market Loans (excluding Money Market LIBOR Loans bearing interest at the
Base Rate pursuant to Section 8.1) or any combination of the foregoing.

                 "Group of Loans" means at any time a group of Loans consisting
of (i) all Committed Loans which are Base Rate Loans at such time, (ii) all
Euro-Dollar Loans having the same Interest Period at such time or (iii) all CD
Loans having the same interest period at such time, provided that, if a
Committed Loan of any particular Bank is converted to or made as a Base Rate
Loan pursuant to Article 8, such Loan shall be included in the same Group or
Groups of Loans from time to time as it would have been in if it had not been
so converted or made.

                 "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt (whether arising by virtue of partnership arrangements, by agreement
to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or
(ii) entered into for the purpose of assuring in any other manner the holder of
such Debt of the payment thereof or to protect such holder against loss in
respect thereof (in whole or in part), provided that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course of
business.  The term "Guarantee" used as a verb has a corresponding meaning.

                 "Hazardous Substances" means any toxic, radioactive, caustic
or otherwise hazardous substance, including petroleum, its derivatives,
by-products and other hydrocarbons, or any substance having any constituent
elements displaying any of the foregoing characteristics.

                 "Indemnitee" has the meaning set forth in Section 9.3(b).

                 "Interest Period" means: (1) with respect to each Euro-Dollar
Loan, the period commencing on the date of borrowing specified in the
applicable Notice of Borrowing or on the date specified in the applicable
Notice of Interest Rate Election and ending one, two, three or six months
thereafter, as the Borrower may elect in the applicable notice; provided that:





                                       8
<PAGE>   13
                 (a)  any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day unless such Euro-Dollar Business
         Day falls in another calendar month, in which case such Interest
         Period shall end on the next preceding Euro-Dollar Business Day;

                 (b)  any Interest Period which begins on the last Euro-Dollar
         Business Day of a calendar month (or on a day for which there is no
         numerically corresponding day in the calendar month at the end of such
         Interest Period) shall, subject to clause (c) below, end on the last
         Euro-Dollar Business Day of a calendar month; and

                 (c)  any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

                 (2)  with respect to each CD Loan, the period commencing on
the date of borrowing specified in the applicable Notice of Borrowing or on the
date specified in the applicable Notice of Interest Rate Election and ending
30, 60, 90 or 180 days thereafter, as the Borrower may elect in the applicable
notice provided that:

                 (a)  any Interest Period (other than an Interest Period
         determined pursuant to clause (b) below) which would otherwise end on
         a day which is not a Euro-Dollar Business Day shall be extended to the
         next succeeding Euro-Dollar Business Day; and

                 (b)  any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

                 (3)  with respect to each Money Market LIBOR Loan, the period
commencing on the date of borrowing specified in the applicable Notice of
Borrowing and ending such whole number of months thereafter as the Borrower may
elect in accordance with Section 2.3; provided that:

                 (a)  any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day unless such Euro-Dollar Business
         Day falls in another calendar month, in which case such Interest
         Period shall end on the next preceding Euro-Dollar Business Day;





                                       9
<PAGE>   14
                 (b)  any Interest Period which begins on the last Euro-Dollar
         Business Day of a calendar month (or on a day for which there is no
         numerically corresponding day in the calendar month at the end of such
         Interest Period) shall, subject to clause (c) below, end on the last
         Euro-Dollar Business Day of a calendar month; and

                 (c)  any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

                 (4)  with respect to each Money Market Absolute Rate Loan, the
period commencing on the date of borrowing specified in the applicable Notice
of Borrowing and ending such number of days thereafter (but not less than 30
days) as the Borrower may elect in accordance with Section 2.3; provided that:

                 (a)  any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day; and

                 (b)  any Interest Period which would otherwise end after the
         Termination Date shall end on the Termination Date.

                 "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended, or any successor statute.

                 "Investment" means any investment in any Person, whether by
means of share purchase, capital contribution, loan, Guarantee, time deposit or
otherwise (but not including any demand deposit).

                 "LIBOR Auction" means a solicitation of Money Market Quotes
setting forth Money Market Margins based on the London Interbank Offered Rate
pursuant to Section 2.3.

                 "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind.  For the purposes
of this Agreement, the Borrower or any Subsidiary shall be deemed to own
subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such asset.

                 "Loan" means a Domestic Loan, a Euro-Dollar Loan or a Money
Market Loan and "Loans" means Domestic Loans,





                                       10
<PAGE>   15
Euro-Dollar Loans or Money Market Loans or any combination of the foregoing.

                 "London Interbank Offered Rate" has the meaning set forth in
Section 2.7(c).

                 "Material Adverse Effect" means (i) a material adverse effect
upon the business, financial position, results of operations or prospects of
the Borrower and its Consolidated Subsidiaries, considered as a whole or (ii)
an adverse effect on the rights and remedies of the Agent and the Banks
hereunder or under any Note.

                 "Material Debt" means Debt (other than the Notes) of the
Borrower and/or one or more of its Subsidiaries, arising in one or more related
or unrelated transactions, in an aggregate principal or face amount exceeding
$10,000,000.
                 "Material Financial Obligations" means a principal or face
amount of Debt and/or payment or collateralization obligations in respect of
Derivatives Obligations of the Borrower and/or one or more of its Subsidiaries,
arising in one or more related or unrelated transactions, exceeding in the
aggregate $10,000,000.

                 "Material Plan" means at any time a Plan or Plans having
aggregate Unfunded Liabilities in excess of $10,000,000.

                 "Material Subsidiary" means, at any time, any Subsidiary of
the Borrower whose total revenues (or, in the case of a Subsidiary which has
subsidiaries, consolidated total revenues) as shown by the latest financial
statements delivered by the Borrower pursuant to Section 4.4(a), 5.1(a) or
5.1(b), as the case may be, are at least 15% of the consolidated total revenues
of the Borrower and its Consolidated Subsidiaries (as shown on such financial
statements) at such time.

                 "Money Market Absolute Rate" has the meaning set forth in
Section 2.3(d).

                 "Money Market Absolute Rate Loan" means a loan to be made by a
Bank pursuant to an Absolute Rate Auction.

                 "Money Market Lending Office" means, as to each Bank, its
Domestic Lending Office or such other office, branch or affiliate of such Bank
as it may hereafter designate as its Money Market Lending Office by notice to
the Borrower and the Agent; provided that any Bank may from time to time by
notice to the Borrower and the Agent





                                       11
<PAGE>   16
designate separate Money Market Lending Offices for its Money Market LIBOR
Loans, on the one hand, and its Money Market Absolute Rate Loans, on the other
hand, in which case all references herein to the Money Market Lending Office of
such Bank shall be deemed to refer to either or both of such offices, as the
context may require.

                 "Money Market LIBOR Loan" means a loan to be made by a Bank
pursuant to a LIBOR Auction (including such a loan bearing interest at the Base
Rate pursuant to Section 8.1).

                 "Money Market Loan" means a Money Market LIBOR Loan or a Money
Market Absolute Rate Loan.

                 "Money Market Margin" has the meaning set forth in Section
2.3(d)(ii)(C).

                 "Money Market Quote" means an offer by a Bank to make a Money
Market Loan in accordance with Section 2.3.

                 "Multiemployer Plan" means at any time an employee pension
benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any
member of the ERISA Group is then making or accruing an obligation to make
contributions or has within the preceding five plan years made contributions,
including for these purposes any Person which ceased to be a member of the
ERISA Group during such five year period.

                 "Notes" means promissory notes of the Borrower, substantially
in the form of Exhibit A hereto, evidencing the obligation of the Borrower to
repay the Loans, and "Note" means any one of such promissory notes issued
hereunder.

                 "Notice of Borrowing" means a Notice of Committed Borrowing
(as defined in Section 2.2) or a Notice of Money Market Borrowing (as defined
in Section 2.3(f)).

                 "Notice of Interest Rate Election" has the meaning set forth
in Section 2.10.

                 "Parent" means, with respect to any Bank, any Person
controlling such Bank.

                 "Participant" has the meaning set forth in Section 9.6(b).





                                       12
<PAGE>   17
                 "PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

                 "Person" means an individual, a corporation, a limited
liability company, a partnership, an association, a trust or any other entity
or organization, including a government or political subdivision or an agency
or instrumentality thereof.

                 "Plan" means at any time an employee pension benefit plan
(other than a Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Internal
Revenue Code and either (i) is maintained, or contributed to, by any member of
the ERISA Group for employees of any member of the ERISA Group or (ii) has at
any time within the preceding five years been maintained, or contributed to, by
any Person which was at such time a member of the ERISA Group for employees of
any Person which was at such time a member of the ERISA Group.

                 "Pricing Schedule" means the Schedule attached hereto
identified as such.

                 "Prime Rate" means the rate of interest publicly announced by
Morgan Guaranty Trust Company of New York in New York City from time to time as
its Prime Rate.

                 "Quarterly Dates" means each March 31, June 30, September 30
and December 31.

                 "Reference Banks" means the CD Reference Banks or the
Euro-Dollar Reference Banks, as the context may require, and "Reference Bank"
means any one of such Reference Banks.

                 "Regulation U" means Regulation U of the Board of Governors of
the Federal Reserve System, as in effect from time to time.

                 "Required Banks" means at any time Banks having at least 66
2/3% of the aggregate amount of the Commitments or, if the Commitments shall
have been terminated, holding Notes evidencing at least 66 2/3% of the
aggregate unpaid principal amount of the Loans.

                 "Restricted Payment" means (i) any dividend or other
distribution on any shares of the Borrower's capital stock (except dividends
payable solely in shares of its capital stock) or (ii) any payment on account
of the purchase, redemption, retirement or acquisition of (a) any





                                       13
<PAGE>   18
shares of the Borrower's capital stock or (b) any option, warrant or other
right to acquire shares of the Borrower's capital stock (but not including
payments of principal, premium (if any) or interest made pursuant to the terms
of convertible debt securities prior to conversion).

                 "Revolving Credit Period" means the period from and including
the Effective Date to but not including the Termination Date.

                 "Subsidiary" means, as to any Person, any corporation or other
entity of which securities or other ownership interests having ordinary voting
power to elect a majority of the board of directors or other persons performing
similar functions are at the time directly or indirectly owned by such Person;
unless otherwise specified, "Subsidiary" means a Subsidiary of the Borrower.

                 "Termination Date" means September 27, 2001, or, if such day
is not a Euro-Dollar Business Day, the next succeeding Euro-Dollar Business Day
unless such Euro-Dollar Business Day falls in another calendar month, in which
case the Termination Date shall be the next preceding Euro-Dollar Business Day.

                 "Total Capital" means, at any date, the sum of (x)
Consolidated Debt plus (y) Consolidated Stockholders Equity (including for this
purpose any amount attributable to stock which is required to be redeemed or is
redeemable at the option of the holder, if certain events or conditions occur
or exist or otherwise), in each case determined at such date.

                 "Unfunded Liabilities" means, with respect to any Plan at any
time, the amount (if any) by which (i) the value of all benefit liabilities
under such Plan, determined on a plan termination basis using the assumptions
prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the
fair market value of all Plan assets allocable to such liabilities under Title
IV of ERISA (excluding any accrued but unpaid contributions), all determined as
of the then most recent valuation date for such Plan, but only to the extent
that such excess represents a potential liability of a member of the ERISA
Group to the PBGC or any other Person under Title IV of ERISA.

                 "United States" means the United States of America, including
the States and the District of Columbia, but excluding its territories and
possessions.





                                       14
<PAGE>   19
                 SECTION 1.2.  Accounting Terms and Determinations.  Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with generally accepted accounting principles as in effect from time
to time, applied on a basis consistent (except for changes concurred in by the
Borrower's independent public accountants) with the most recent audited
consolidated financial statements of the Borrower and its Consolidated
Subsidiaries delivered to the Banks; provided that, if the Borrower notifies
the Agent that the Borrower wishes to amend any covenant in Article 5 to
eliminate the effect of any change in generally accepted accounting principles
on the operation of such covenant (or if the Agent notifies the Borrower that
the Required Banks wish to amend Article 5 for such purpose), then the
Borrower's compliance with such covenant shall be determined on the basis of
generally accepted accounting principles in effect immediately before the
relevant change in generally accepted accounting principles became effective,
until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Banks.

                 SECTION 1.3.  Types of Borrowings.  The term "Borrowing"
denotes the aggregation of Loans of one or more Banks to be made to the
Borrower pursuant to Article 2 on the same date, all of which Loans are of the
same type (subject to Article 8) and, except in the case of Base Rate Loans,
have the same initial Interest Period.  Borrowings are classified for purposes
of this Agreement either by reference to the pricing of Loans comprising such
Borrowing (e.g., a "Fixed Rate Borrowing" is a Euro-Dollar Borrowing, a CD
Borrowing or a Money Market Borrowing (excluding any such Borrowing consisting
of Money Market LIBOR Loans bearing interest at the Base Rate pursuant to
Section 8.1), and a "Euro-Dollar Borrowing" is a Borrowing comprised of
Euro-Dollar Loans) or by reference to the provisions of Article 2 under which
participation therein is determined (i.e., a "Committed Borrowing" is a
Borrowing under Section  2.1 in which all Banks participate in proportion to
their Commitments, while a "Money Market Borrowing" is a Borrowing under
Section 2.3 in which the Bank participants are determined on the basis of their
bids in accordance therewith).


                                   ARTICLE 2

                                  THE CREDITS





                                       15
<PAGE>   20
                 SECTION 2.1.   Commitments to Lend.  (a)  During the Revolving
Credit Period, each Bank severally agrees, on the terms and conditions set
forth in this Agreement, to make loans to the Borrower pursuant to this Section
from time to time in amounts such that the aggregate principal amount of
Committed Loans by such Bank at any one time outstanding shall not exceed the
amount of its Commitment.  Each Borrowing under this Section shall be in an
aggregate principal amount of $5,000,000 or any larger multiple of $1,000,000
(except that any such Borrowing may be in the aggregate amount available in
accordance with Section 3.2) and shall be made from the several Banks ratably
in proportion to their respective Commitments.  Within the foregoing limits,
the Borrower may borrow under this Section, prepay Loans to the extent
permitted by Section 2.12 and reborrow at any time during the Revolving Credit
Period under this Section.

                 SECTION 2.2.  Notice of Committed Borrowing.  The Borrower
shall give the Agent notice (a "Notice of Committed Borrowing") not later than
10:30 A.M. (New York City time) on (x) the date of each Base Rate Borrowing,
(y) the second Domestic Business Day before each CD Borrowing and (z) the third
Euro-Dollar Business Day before each Euro- Dollar Borrowing, specifying:

                 (i)  the date of such Borrowing, which shall be a Domestic
         Business Day in the case of a Domestic Borrowing or a Euro-Dollar
         Business Day in the case of a Euro-Dollar Borrowing;

                 (ii)  the aggregate amount of such Borrowing;

                 (iii)  whether the Loans comprising such Borrowing are to bear
         interest initially at the Base Rate, a CD Rate or a Euro-Dollar Rate;
         and

                 (iv)  in the case of a Fixed Rate Borrowing, the duration of
         the Interest Period applicable thereto, subject to the provisions of
         the definition of Interest Period.

                 SECTION 2.3.  Money Market Borrowings.  (a)  The Money Market
Option.  In addition to Committed Borrowings pursuant to Section 2.1, the
Borrower may, as set forth in this Section, request the Banks during the
Revolving Credit Period to make offers to make Money Market Loans to the
Borrower.  The Banks may, but shall have no obligation to, make such offers and
the Borrower may, but shall have no obligation to, accept any such offers in
the manner set forth in this Section.





                                       16
<PAGE>   21
                 (b)  Money Market Quote Request.  When the Borrower wishes to
request offers to make Money Market Loans under this Section, it shall transmit
to the Agent by telex or facsimile transmission a Money Market Quote Request
substantially in the form of Exhibit B hereto so as to be received not later
than 10:30 A.M. (New York City time) on (x) the fifth Euro-Dollar Business Day
prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction
or (y) the Domestic Business Day next preceding the date of Borrowing proposed
therein, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Borrower and the Agent shall have mutually agreed and
shall have notified to the Banks not later than the date of the Money Market
Quote Request for the first LIBOR Auction or Absolute Rate Auction for which
such change is to be effective) specifying:

              (i)  the proposed date of Borrowing, which shall be a
         Euro-Dollar Business Day in the case of a LIBOR Auction or a Domestic
         Business Day in the case of an Absolute Rate Auction,

             (ii)  the aggregate amount of such Borrowing, which shall be
         $5,000,000 or a larger multiple of $1,000,000,

            (iii)  the duration of the Interest Period applicable thereto,
         subject to the provisions of the definition of Interest Period, and

             (iv)  whether the Money Market Quotes requested are to set forth a
         Money Market Margin or a Money Market Absolute Rate.

The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request.  No Money Market Quote
Request shall be given within five Euro-Dollar Business Days (or such other
number of days as the Borrower and the Agent may agree) of any other Money
Market Quote Request.

                 (c)  Invitation for Money Market Quotes.  Promptly upon
receipt of a Money Market Quote Request, the Agent shall send to the Banks by
telex or facsimile transmission an Invitation for Money Market Quotes
substantially in the form of Exhibit C hereto, which shall constitute an
invitation by the Borrower to each Bank to submit Money Market Quotes offering
to make the Money Market Loans to which such Money Market Quote Request relates
in accordance with this Section.





                                       17
<PAGE>   22
                 (d)  Submission and Contents of Money Market Quotes.  (i)
Each Bank may submit a Money Market Quote containing an offer or offers to make
Money Market Loans in response to any Invitation for Money Market Quotes.  Each
Money Market Quote must comply with the requirements of this subsection (d) and
must be submitted to the Agent by telex or facsimile transmission at its
offices specified in or pursuant to Section 9.1 not later than (x) 2:00 P.M.
(New York City time) on the fourth Euro-Dollar Business Day prior to the
proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M.
(New York City time) on the proposed date of Borrowing, in the case of an
Absolute Rate Auction (or, in either case, such other time or date as the
Borrower and the Agent shall have mutually agreed and shall have notified to
the Banks not later than the date of the Money Market Quote Request for the
first LIBOR Auction or Absolute Rate Auction for which such change is to be
effective); provided that Money Market Quotes submitted by the Agent (or any
affiliate of the Agent) in the capacity of a Bank may be submitted, and may
only be submitted, if the Agent or such affiliate notifies the Borrower of the
terms of the offer or offers contained therein not later than (x) one hour
prior to the deadline for the other Banks, in the case of a LIBOR Auction or
(y) 15 minutes prior to the deadline for the other Banks, in the case of an
Absolute Rate Auction.  Subject to Articles 3 and 6, any Money Market Quote so
made shall be irrevocable except with the written consent of the Agent given on
the instructions of the Borrower.

                 (ii)  Each Money Market Quote shall be in substantially the
form of Exhibit D hereto and shall in any case specify:

                 (A)  the proposed date of Borrowing,

                 (B)  the principal amount of the Money Market Loan for which
         each such offer is being made, which principal amount (w) may be
         greater than or less than the Commitment of the quoting Bank, (x) must
         be $5,000,000 or a larger multiple of $1,000,000, (y) may not exceed
         the principal amount of Money Market Loans for which offers were
         requested and (z) may be subject to an aggregate limitation as to the
         principal amount of Money Market Loans for which offers being made by
         such quoting Bank may be accepted,

                 (C)  in the case of a LIBOR Auction, the margin above or below
         the applicable London Interbank Offered Rate (the "Money Market
         Margin") offered for each such Money Market Loan, expressed as a
         percentage (specified





                                       18
<PAGE>   23
         to the nearest 1/10,000th of 1%) to be added to or subtracted from 
         such base rate,

                 (D)  in the case of an Absolute Rate Auction, the rate of
         interest per annum (specified to the nearest 1/10,000th of 1%) (the
         "Money Market Absolute Rate") offered for each such Money Market Loan,
         and

                 (E)  the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

                 (iii)  Any Money Market Quote shall be disregarded if it:

                 (A)  is not substantially in conformity with Exhibit D hereto
         or does not specify all of the information required by subsection
         (d)(ii) above;

                 (B)  contains qualifying, conditional or similar language;

                 (C)  proposes terms other than or in addition to those set
         forth in the applicable Invitation for Money Market Quotes; or

                 (D)  arrives after the time set forth in subsection (d)(i).

                 (e)  Notice to Borrower.  The Agent shall promptly notify the
Borrower of the terms (x) of any Money Market Quote submitted by a Bank that is
in accordance with subsection (d) and (y) of any Money Market Quote that
amends, modifies or is otherwise inconsistent with a previous Money Market
Quote submitted by such Bank with respect to the same Money Market Quote
Request.  Any such subsequent Money Market Quote shall be disregarded by the
Agent unless such subsequent Money Market Quote is submitted solely to correct
a manifest error in such former Money Market Quote.  The Agent's notice to the
Borrower shall specify (A) the aggregate principal amount of Money Market Loans
for which offers have been received for each Interest Period specified in the
related Money Market Quote Request, (B) the respective principal amounts and
Money Market Margins or Money Market Absolute Rates, as the case may be, so
offered and (C) if applicable, limitations on the aggregate principal amount of
Money Market Loans for which offers in any single Money Market Quote may be
accepted.





                                       19
<PAGE>   24
                 (f)  Acceptance and Notice by Borrower.  Not later than 10:30
A.M. (New York City time) on (x) the third Euro-Dollar Business Day prior to
the proposed date of Borrowing, in the case of a LIBOR Auction or (y) the
proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in
either case, such other time or date as the Borrower and the Agent shall have
mutually agreed and shall have notified to the Banks not later than the date of
the Money Market Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective), the Borrower shall notify
the Agent of its acceptance or non-acceptance of the offers so notified to it
pursuant to subsection (e).  In the case of acceptance, such notice (a "Notice
of Money Market Borrowing") shall specify the aggregate principal amount of
offers for each Interest Period that are accepted.  The Borrower may accept any
Money Market Quote in whole or in part; provided that:

              (i)  the aggregate principal amount of each Money Market
         Borrowing may not exceed the applicable amount set forth in the
         related Money Market Quote Request;

             (ii)  the principal amount of each Money Market Borrowing must be
         $5,000,000 or a larger multiple of $1,000,000;

            (iii)  acceptance of offers may only be made on the basis of
         ascending Money Market Margins or Money Market Absolute Rates, as the
         case may be; and

             (iv)  the Borrower may not accept any offer that is described in
         subsection (d)(iii) or that otherwise fails to comply with the
         requirements of this Agreement.

                 (g)  Allocation by Agent.  If offers are made by two or more
Banks with the same Money Market Margins or Money Market Absolute Rates, as the
case may be, for a greater aggregate principal amount than the amount in
respect of which such offers are accepted for the related Interest Period, the
principal amount of Money Market Loans in respect of which such offers are
accepted shall be allocated by the Agent among such Banks as nearly as possible
(in multiples of $1,000,000, as the Agent may deem appropriate) in proportion
to the aggregate principal amounts of such offers.  Determinations by the Agent
of the amounts of Money Market Loans shall be conclusive in the absence of
manifest error.

                 SECTION 2.4.  Notice to Banks; Funding of Loans.  (a)  Upon
receipt of a Notice of Borrowing, the Agent shall





                                       20
<PAGE>   25
promptly notify each Bank of the contents thereof and of such Bank's share (if
any) of such Borrowing and such Notice of Borrowing shall not thereafter be
revocable by the Borrower.

                 (b)  Not later than 12:00 Noon (New York City time) on the
date of each Borrowing, each Bank participating therein shall make available
its share of such Borrowing, in Federal or other funds immediately available in
New York City, to the Agent at its address referred to in Section 9.1.  Unless
the Agent determines that any applicable condition specified in Article 3 has
not been satisfied, the Agent will make the funds so received from the Banks
available to the Borrower at the Agent's aforesaid address.

                 (c)  Unless the Agent shall have received notice from a Bank
prior to the date of any Borrowing that such Bank will not make available to
the Agent such Bank's share of such Borrowing, the Agent may assume that such
Bank has made such share available to the Agent on the date of such Borrowing
in accordance with subsections (b) and (c) of this Section and the Agent may,
in reliance upon such assumption, make available to the Borrower on such date a
corresponding amount.  If and to the extent that such Bank shall not have so
made such share available to the Agent, such Bank and the Borrower severally
agree to repay to the Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to the Borrower until the date such amount is repaid to the Agent, at
(i) in the case of the Borrower, a rate per annum equal to the higher of the
Federal Funds Rate and the interest rate applicable thereto pursuant to Section
2.7 and (ii) in the case of such Bank, the Federal Funds Rate.  If such Bank
shall repay to the Agent such corresponding amount, such amount so repaid shall
constitute such Bank's Loan included in such Borrowing for purposes of this
Agreement.

                 SECTION 2.5.  Notes.  (a)  The Loans of each Bank shall be
evidenced by a single Note payable to the order of such Bank for the account of
its Applicable Lending Office in an amount equal to the aggregate unpaid
principal amount of such Bank's Loans.

                 (b)  Each Bank may, by notice to the Borrower and the Agent,
request that its Loans of a particular type be evidenced by a separate Note in
an amount equal to the aggregate unpaid principal amount of such Loans.  Each
such Note shall be in substantially the form of Exhibit A hereto with
appropriate modifications to reflect the fact that it evidences solely Loans of
the relevant type.  Each reference





                                       21
<PAGE>   26
in this Agreement to the "Note" of such Bank shall be deemed to refer to and
include any or all of such Notes, as the context may require.

                 (c)  Upon receipt of each Bank's Note pursuant to Section
3.1(a), the Agent shall forward such Note to such Bank.  Each Bank shall record
the date, amount and type of each Loan made by it and the date and amount of
each payment of principal made by the Borrower with respect thereto, and may,
if such Bank so elects in connection with any transfer or enforcement of its
Note, endorse on the schedule forming a part thereof appropriate notations to
evidence the foregoing information with respect to each such Loan then
outstanding; provided that the failure of any Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Notes.  Each Bank is hereby irrevocably authorized by the Borrower so
to endorse its Note and to attach to and make a part of its Note a continuation
of any such schedule as and when required.

                 SECTION 2.6.  Maturity of Loans.  (a)Each Loan shall mature,
and the principal amount thereof shall be due and payable, on the Termination
Date.

                 (b) Each Money Market Loan included in any Money Market
Borrowing shall mature, and the principal amount thereof shall be due and
payable, on the last day of the Interest Period applicable to such Borrowing.

                 SECTION 2.7.  Interest Rates.  (a)  Each Base Rate Loan shall
bear interest on the outstanding principal amount thereof, for each day from
the date such Loan is made until it becomes due, at a rate per annum equal to
the Base Rate for such day.  Such interest shall be payable quarterly in
arrears on each Quarterly Date and, with respect to the principal amount of any
Base Rate Loan converted to a CD Loan or a Euro-Dollar Loan, on each date a
Base Rate Loan is so converted.  Any overdue principal of or interest on any
Base Rate Loan shall bear interest, payable on demand, for each day until paid
at a rate per annum equal to the sum of 2% plus the rate otherwise applicable
to Base Rate Loans for such day.

                 (b)  Each CD Loan shall bear interest on the outstanding
principal amount thereof, for each day during each Interest Period applicable
thereto, at a rate per annum equal to the sum of the CD Margin for such day
plus the Adjusted CD Rate applicable to such Interest Period; provided that if
any CD Loan shall, as a result of clause (2)(b) of the definition of Interest
Period, have an





                                       22
<PAGE>   27
Interest Period of less than 30 days, such CD Loan shall bear interest during
such Interest Period at the rate applicable to Base Rate Loans during such
period.  Such interest shall be payable for each Interest Period on the last
day thereof and, if such Interest Period is longer than 90 days, at intervals
of 90 days after the first day thereof.  Any overdue principal of or interest
on any CD Loan shall bear interest, payable on demand, for each day until paid
at a rate per annum equal to the sum of 2% plus the higher of (i) the rate
applicable to Base Rate Loans for such day and (ii) the sum of the CD Margin
plus the Adjusted CD Rate applicable to such Loan at the date such payment was
due.

                 The "Adjusted CD Rate" applicable to any Interest Period means
a rate per annum determined pursuant to the following formula:


                          [ CDBR       ]*
                 ACDR  =  [ ---------- ]  + AR
                          [ 1.00 - DRP ]

                 ACDR  =  Adjusted CD Rate
                 CDBR  =  CD Base Rate
                  DRP  =  Domestic Reserve Percentage
                   AR  =  Assessment Rate

         __________
         *  The amount in brackets being rounded upward, if
         necessary, to the next higher 1/100 of 1%

                 The "CD Base Rate" applicable to any Interest Period is the
rate of interest determined by the Agent to be the average (rounded upward, if
necessary, to the next higher 1/100 of 1%) of the prevailing rates per annum
bid at 10:00 A.M. (New York City time) (or as soon thereafter as practicable)
on the first day of such Interest Period by two or more New York certificate of
deposit dealers of recognized standing for the purchase at face value from each
CD Reference Bank of its certificates of deposit in an amount comparable to the
principal amount of the CD Loan of such CD Reference Bank to which such
Interest Period applies and having a maturity comparable to such Interest
Period.

                 "Domestic Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including without
limitation any basic, supplemental or emergency reserves)





                                       23
<PAGE>   28
for a member bank of the Federal Reserve System in New York City with deposits
exceeding five billion dollars in respect of new non-personal time deposits in
dollars in New York City having a maturity comparable to the related Interest
Period and in an amount of $100,000 or more.  The Adjusted CD Rate shall be
adjusted automatically on and as of the effective date of any change in the
Domestic Reserve Percentage.

                 "Assessment Rate" means for any day the annual assessment rate
in effect on such day which is payable by a member of the Bank Insurance Fund
classified as adequately capitalized and within supervisory subgroup "A" (or a
comparable successor assessment risk classification) within the meaning of 12
C.F.R. Section  327.4(a) (or any successor provision) to the Federal Deposit
Insurance Corporation (or any successor) for such Corporation's (or such
successor's) insuring time deposits at offices of such institution in the
United States.  The Adjusted CD Rate shall be adjusted automatically on and as
of the effective date of any change in the Assessment Rate.

                 (c)  Each Euro-Dollar Loan shall bear interest on the
outstanding principal amount thereof, for each day during each Interest Period
applicable thereto, at a rate per annum equal to the sum of the Euro-Dollar
Margin for such day plus the Adjusted London Interbank Offered Rate applicable
to such Interest Period.  Such interest shall be payable for each Interest
Period on the last day thereof and, if such Interest Period is longer than
three months, at intervals of three months after the first day thereof.

                 The "Adjusted London Interbank Offered Rate" applicable to any
Interest Period means a rate per annum equal to the quotient obtained (rounded
upward, if necessary, to the next higher 1/100 of 1%) by dividing (i) the
applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar
Reserve Percentage.

                 The "London Interbank Offered Rate" applicable to any Interest
Period means the average (rounded upward, if necessary, to the next higher 1/16
of 1%) of the respective rates per annum at which deposits in dollars are
offered to each of the Euro-Dollar Reference Banks in the London interbank
market at approximately 11:00 A.M. (London time) two Euro-Dollar Business Days
before the first day of such Interest Period in an amount approximately equal
to the principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference
Bank to which such Interest Period is to apply and for a period of time
comparable to such Interest Period.





                                       24
<PAGE>   29
                 "Euro-Dollar Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for a member bank of
the Federal Reserve System in New York City with deposits exceeding five
billion dollars in respect of "Eurocurrency liabilities" (or in respect of any
other category of liabilities which includes deposits by reference to which the
interest rate on Euro-Dollar Loans is determined or any category of extensions
of credit or other assets which includes loans by a non-United States office of
any Bank to United States residents).  The Adjusted London Interbank Offered
Rate shall be adjusted automatically on and as of the effective date of any
change in the Euro-Dollar Reserve Percentage.

                 (d)  Any overdue principal of or interest on any Euro-Dollar
Loan shall bear interest, payable on demand, for each day until paid at a rate
per annum equal to the higher of (i) the sum of 2% plus the Euro-Dollar Margin
for such day plus the quotient obtained (rounded upward, if necessary, to the
next higher 1/100 of 1%) by dividing (x) the average (rounded upward, if
necessary, to the next higher 1/16 of 1%) of the respective rates per annum at
which one day (or, if such amount due remains unpaid more than three
Euro-Dollar Business Days, then for such other period of time not longer than
three months as the Agent may select) deposits in dollars in an amount
approximately equal to such overdue payment due to each of the Euro-Dollar
Reference Banks are offered to such Euro-Dollar Reference Bank in the London
interbank market for the applicable period determined as provided above by (y)
1.00 minus the Euro-Dollar Reserve Percentage (or, if the circumstances
described in clause (a) or (b) of Section 8.1 shall exist, at a rate per annum
equal to the sum of 2% plus the rate applicable to Base Rate Loans for such
day) and (ii) the sum of 2% plus the Euro-Dollar Margin for such day plus the
Adjusted London Interbank Offered Rate applicable to such Loan at the date such
payment was due.

                 (e)  Subject to Section 8.1, each Money Market LIBOR Loan
shall bear interest on the outstanding principal amount thereof, for the
Interest Period applicable thereto, at a rate per annum equal to the sum of the
London Interbank Offered Rate for such Interest Period (determined in
accordance with Section 2.7(c) as if the related Money Market LIBOR Borrowing
were a Committed Euro-Dollar Borrowing) plus (or minus) the Money Market Margin
quoted by the Bank making such Loan in accordance with Section 2.3.  Each Money
Market Absolute Rate Loan shall bear interest on





                                       25
<PAGE>   30
the outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by
the Bank making such Loan in accordance with Section 2.3.  Such interest shall
be payable for each Interest Period on the last day thereof and, if such
Interest Period is longer than three months, at intervals of three months after
the first day thereof.  Any overdue principal of or interest on any Money
Market Loan shall bear interest, payable on demand, for each day until paid at
a rate per annum equal to the sum of 2% plus the Base Rate for such day.

                 (f)  The Agent shall determine each interest rate applicable
to the Loans hereunder.  The Agent shall give prompt notice to the Borrower and
the participating Banks of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.

                 (g)  Each Reference Bank agrees to use its best efforts to
furnish quotations to the Agent as contemplated by this Section.  If any
Reference Bank does not furnish a timely quotation, the Agent shall determine
the relevant interest rate on the basis of the quotation or quotations
furnished by the remaining Reference Bank or Banks or, if none of such
quotations is available on a timely basis, the provisions of Section 8.1 shall
apply.

                 SECTION 2.8. Fees.  (a) The Borrower shall pay to the Agent
for the account of the Banks ratably a facility fee at the Facility Fee Rate
(determined daily in accordance with the Pricing Schedule).  Such facility fee
shall accrue (i) from and including the Effective Date to but excluding the
date of termination of the Commitments in their entirety, on the daily
aggregate amount of the Commitments (whether used or unused) and (ii) from and
including such date of termination to but excluding the date the Loans shall be
repaid in their entirety, on the daily aggregate outstanding principal amount
of the Loans.  Such facility fee shall be payable quarterly in arrears on each
Quarterly Date and on the date of termination of the Commitments in their
entirety (and, if later, the date the Loans shall be repaid in their entirety).

                 (b) On the Effective Date the Borrower shall pay to the Agent
for the account of the Banks ratably in accordance with their respective
Commitments (as in effect immediately after the effectiveness of the Amendment)
an amendment fee in an amount equal to .05% of the aggregate amount of the
Commitments (as in effect immediately after the effectiveness of the
Amendment).





                                       26
<PAGE>   31
                 SECTION 2.9.  Optional Termination or Reduction of
Commitments.  During the Revolving Credit Period, the Borrower may, upon at
least three Domestic Business Days' notice to the Agent, (i) terminate the
Commitments at any time, if no Loans are outstanding at such time or (ii)
ratably reduce from time to time by an aggregate amount of $5,000,000 or a
larger multiple of $1,000,000, the aggregate amount of the Commitments in
excess of the aggregate outstanding principal amount of the Loans.

                 SECTION 2.10.  Method of Electing Interest Rates. (a) The
Loans included in each Committed Borrowing shall bear interest initially at the
type of rate specified by the Borrower in the applicable Notice of Committed
Borrowing.  Thereafter, the Borrower may from time to time elect to change or
continue the type of interest rate borne by each Group of Loans (subject in
each case to the provisions of Article 8), as follows:

                 (i) if such Loans are Base Rate Loans, the Borrower may elect
         to convert such Loans to CD Loans as of any Domestic Business Day or
         to Euro-Dollar Loans as of any Euro-Dollar Business Day;

                 (ii) if such Loans are CD Loans, the Borrower may elect to
         convert such Loans to Base Rate Loans or Euro-Dollar Loans or elect to
         continue such Loans as CD Loans for an additional Interest Period,
         subject to Section 2.14 in the case of any such conversion or
         continuation effective on any day other than the last day of the then
         current Interest Period applicable to such Loans; and

                 (iii) if such Loans are Euro-Dollar Loans, the Borrower may
         elect to convert such Loans to Base Rate Loans or CD Loans or elect to
         continue such Loans as Euro-Dollar Loans for an additional Interest
         Period, subject to Section 2.14 in the case of any such conversion or
         continuation effective on any day other than the last day of the then
         current Interest Period applicable to such Loans.

Each such election shall be made by delivering a notice (a "Notice of Interest
Rate Election") to the Agent not later than 10:00 A.M. (New York City time) on
the third Euro-Dollar Business Day before the conversion or continuation
selected in such notice is to be effective (unless the relevant Loans are to be
converted to Domestic Loans of the other type or are CD Rate Loans to be
continued as CD Rate Loans for an additional Interest Period, in which case
such notice shall be delivered to the Agent not later





                                       27
<PAGE>   32
than 10:00 A.M. (New York City time) on the second Domestic Business Day before
such conversion or continuation is to be effective).  A Notice of Interest Rate
Election may, if it so specifies, apply to only a portion of the aggregate
principal amount of the relevant Group of Loans; provided that (i) such portion
is allocated ratably among the Loans comprising such Group and (ii) the portion
to which such Notice applies, and the remaining portion to which it does not
apply, are each $5,000,000 or any larger multiple of $1,000,000.

                 (b)  Each Notice of Interest Rate Election shall specify:

                      (i) the Group of Loans (or portion thereof) to which such
                 notice applies;

                     (ii) the date on which the conversion or continuation
                 selected in such notice is to be effective, which shall
                 comply with the applicable clause of subsection (a) above;

                    (iii) if the Loans comprising such Group are to be
                 converted, the new type of Loans and, if the Loans being
                 converted are to be Fixed Rate Loans, the duration of the next
                 succeeding Interest Period applicable thereto; and

                     (iv) if such Loans are to be continued as CD Loans or
                 Euro-Dollar Loans for an additional Interest Period, the
                 duration of such additional Interest Period.

Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.

                 (c)  Upon receipt of a Notice of Interest Rate Election from
the Borrower pursuant to subsection (a) above, the Agent shall promptly notify
each Bank of the contents thereof and such notice shall not thereafter be
revocable by the Borrower.

                 (d)  An election by the Borrower to change or continue the
rate of interest applicable to any Group of Loans pursuant to this Section
shall not constitute a "Borrowing" subject to the provisions of Section 3.2.

                 SECTION 2.11.  Mandatory Termination of Commitments.  The
Commitments shall terminate on the Termination Date and any Loans then
outstanding (together





                                       28
<PAGE>   33
with accrued interest thereon) shall be due and payable on such date.

                 SECTION 2.12.  Optional Prepayments.  (a)  The Borrower may,
upon at least one Domestic Business Day's notice to the Agent, prepay any Group
of Base Rate Loans (or any Money Market Borrowing bearing interest at the Base
Rate pursuant to Section 8.1), in whole at any time, or from time to time in
part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000, by
paying the principal amount to be prepaid together with accrued interest
thereon to the date of prepayment.  Each such optional prepayment shall be
applied to prepay ratably the Loans of the several Banks included in such
Group.

                 (b)  The Borrower may not prepay all or any portion of the
principal amount of any Fixed Rate Loan (except, solely with respect to Money
Market Loans, as provided in subsection (a) above) prior to the maturity
thereof.

                 (c)  Upon receipt of a notice of prepayment pursuant to this
Section, the Agent shall promptly notify each Bank of the contents thereof and
of such Bank's ratable share (if any) of such prepayment and such notice shall
not thereafter be revocable by the Borrower.

                 SECTION 2.13.  General Provisions as to Payments.  (a)  The
Borrower shall make each payment of principal of, and interest on, the Loans
and of fees hereunder, not later than 12:00 Noon (New York City time) on the
date when due, in Federal or other funds immediately available in New York
City, to the Agent at its address referred to in Section 9.1.  The Agent will
promptly distribute to each Bank its ratable share of each such payment
received by the Agent for the account of the Banks.  Whenever any payment of
principal of, or interest on, the Domestic Loans or of fees shall be due on a
day which is not a Domestic Business Day, the date for payment thereof shall be
extended to the next succeeding Domestic Business Day.  Whenever any payment of
principal of, or interest on, the Euro-Dollar Loans shall be due on a day which
is not a Euro-Dollar Business Day, the date for payment thereof shall be
extended to the next succeeding Euro-Dollar Business Day unless such
Euro-Dollar Business Day falls in another calendar month, in which case the
date for payment thereof shall be the next preceding Euro-Dollar Business Day.
Whenever any payment of principal of, or interest on, the Money Market Loans
shall be due on a day which is not a Euro-Dollar Business Day, the date for
payment thereof shall be extended to the next succeeding Euro-Dollar Business
Day.  If the date for any payment of





                                       29
<PAGE>   34
principal is extended by operation of law or otherwise, interest thereon shall
be payable for such extended time.

                 (b)  Unless the Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Banks hereunder
that the Borrower will not make such payment in full, the Agent may assume that
the Borrower has made such payment in full to the Agent on such date and the
Agent may, in reliance upon such assumption, cause to be distributed to each
Bank on such due date an amount equal to the amount then due such Bank.  If and
to the extent that the Borrower shall not have so made such payment, each Bank
shall repay to the Agent forthwith on demand such amount distributed to such
Bank together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such amount to the
Agent, at the Federal Funds Rate.

                 SECTION 2.14.  Funding Losses.  If the Borrower makes any
payment of principal with respect to any Fixed Rate Loan or any Fixed Rate Loan
is converted (pursuant to Article 2, 6 or 8 or otherwise) on any day other than
the last day of an Interest Period applicable thereto, or the last day of an
applicable period fixed pursuant to Section 2.7(d), or if the Borrower fails to
borrow, prepay, convert or continue any Fixed Rate Loans after notice has been
given to any Bank in accordance with Section 2.4(a), 2.12(c) or 2.10(c) the
Borrower shall reimburse each Bank within 15 days after demand for any
resulting loss or expense incurred by it (or by an existing or prospective
Participant in the related Loan), including (without limitation) any loss
incurred in obtaining, liquidating or employing deposits from third parties,
but excluding loss of margin for the period after any such payment or
conversion or failure to borrow, prepay, convert or continue, provided that
such Bank shall have delivered to the Borrower a certificate as to the amount
of such loss or expense, which certificate shall be conclusive in the absence
of manifest error.

                 SECTION 2.15.  Computation of Interest and Fees.  Interest
based on the Prime Rate hereunder shall be computed on the basis of a year of
365 days (or 366 days in a leap year) and paid for the actual number of days
elapsed (including the first day but excluding the last day) (i.e. (interest
rate divided by 365 (or 366 days in a leap year)) times (actual number of days
elapsed).  All other interest and fees shall be computed on the basis of a year
of 360 days and paid for the actual number of days elapsed (including the first
day but excluding the last day) (i.e. (interest rate or fee rate divided by
360) times (actual number of days elapsed ).





                                       30
<PAGE>   35
                 SECTION 2.16.  Change of Control.  If a Change of Control
shall occur (i) the Borrower will, within ten days after the occurrence
thereof, give each Bank notice thereof and shall describe in reasonable detail
the facts and circumstances giving rise thereto and (ii) each Bank may, by
three Domestic Business Days' notice to the Borrower and the Agent given not
later than 60 days after such Change of Control, terminate its Commitment,
which shall thereupon be terminated, and declare the Note held by it (together
with accrued interest thereon) and any other amounts payable hereunder for its
account to be, and such Note and such other amounts shall thereupon become,
immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrower.

                 For purposes of this Section, the following terms have the
following meanings:

                 A "Change of Control" shall occur if (i) any person or group
         of persons (within the meaning of Section 13 or 14 of the Securities
         Exchange Act of 1934, as amended) shall have acquired beneficial
         ownership (within the meaning of Rule 13d-3 promulgated by the
         Securities and Exchange Commission under said Act) of 45% or more in
         voting power of the outstanding Voting Stock of the Borrower or (ii)
         during any period of 12 consecutive calendar months, individuals who
         were either (x) directors of the Borrower on the first day of such
         period or (y) elected to fill vacancies caused by the ordinary course
         resignation or retirement of any other director and whose nomination
         or election was approved by a vote of at least a majority of the
         directors then still in office who were directors of the Borrower on
         the first day of such period, shall cease to constitute a majority of
         the board of directors of the Borrower.

                 "Voting Stock" means capital stock of any class or classes
         (however designated) having ordinary voting power for the election of
         directors of the Borrower, other than stock having such power only by
         reason of the happening of a contingency.


                                   ARTICLE 3

                                   CONDITIONS


                 SECTION 3.1.  Effectiveness.  The Amendment shall become
effective on the date that the Agent shall have





                                       31
<PAGE>   36
received (i) funds to be applied as set forth in Section 9.12; (ii) for the
account of each Bank, (x) all accrued but unpaid fees under Section 2.8(a) of
the Original Agreement for the period up to but excluding the Effective Date
and (y) all fees payable under Section 2.8(b); and (iii) each of the following
documents, each dated the Effective Date unless otherwise indicated:

                 (a)  a duly executed Note for the account of each Bank dated
         on or before the Effective Date complying with the provisions of
         Section 2.5;

                 (b)  an opinion of the Director, Corporate Legal Services of
         the Borrower, substantially in the form of Exhibit E hereto and
         covering such additional matters relating to the transactions
         contemplated hereby as the Required Banks may reasonably request;

                 (c)  an opinion of Davis Polk & Wardwell, special counsel for
         the Agent, substantially in the form of Exhibit F hereto and covering
         such additional matters relating to the transactions contemplated
         hereby as the Required Banks may reasonably request; and

                 (d)  all documents the Agent may reasonably request relating
         to the existence of the Borrower, the corporate authority for and the
         validity of this Agreement and the Notes, and any other matters
         relevant hereto, all in form and substance satisfactory to the Agent.

The Agent shall promptly notify the Borrower and the Banks of the Effective
Date, and such notice shall be conclusive and binding on all parties hereto.
On the Effective Date the Original Agreement will be automatically amended and
restated in its entirety to read as set forth herein.  On and after the
Effective Date the rights and obligations of the parties hereto shall be
governed by this Amended Agreement; provided that the rights and obligations of
the parties hereto with respect to the period prior to the Effective Date shall
continue to be governed by the provisions of the Original Agreement.  The Notes
delivered to each Bank under the Original Agreement shall be canceled and Notes
under this Amended Agreement shall be given in substitution therefor.  Each
Bank shall promptly after the Effective Date deliver to the Borrower for
cancellation the Note delivered to such Bank under the Original Agreement.

                 SECTION 3.2.  Borrowings.  The obligation of any Bank to make
a Loan on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:





                                       32
<PAGE>   37
                 (a)  the fact that the Effective Date shall have occurred on
         or prior to October 15, 1996;

                 (b)  receipt by the Agent of a Notice of Borrowing as required
         by Section 2.2 or 2.3, as the case may be;

                 (c)  the fact that, immediately after such Borrowing, the
         aggregate outstanding principal amount of the Loans will not exceed
         the aggregate amount of the Commitments;

                 (d)  the fact that, immediately before and after such
         Borrowing, no Default shall have occurred and be continuing; and

                 (e)  the fact that the representations and warranties of the
         Borrower contained in this Agreement shall be true on and as of the
         date of such Borrowing.

Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing as to the facts specified in clauses
(c), (d) and (e) of this Section.


                                   ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES


                 The Borrower represents and warrants that:

                 SECTION 4.1.  Corporate Existence and Power.  The Borrower is
a corporation duly incorporated, validly existing and in good standing under
the laws of the jurisdiction of its incorporation, and has all corporate powers
and all material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted.

                 SECTION 4.2.  Corporate and Governmental Authorization; No
Contravention.  The execution, delivery and performance by the Borrower of this
Agreement and the Notes are within the corporate powers of the Borrower, have
been duly authorized by all necessary corporate action, require no action by or
in respect of, or filing with, any governmental body, agency or official and do
not contravene, or constitute a default under, any provision of applicable law
or regulation or of the certificate of incorporation or by-laws of the Borrower
or of any agreement, judgment, injunction, order, decree or other instrument
binding upon





                                       33
<PAGE>   38
the Borrower or any of its Subsidiaries or result in the creation or imposition
of any Lien on any asset of the Borrower or any of its Subsidiaries.

                 SECTION 4.3.  Binding Effect.  This Agreement constitutes a
valid and binding agreement of the Borrower and each Note, when executed and
delivered in accordance with this Agreement, will constitute a valid and
binding obligation of the Borrower, in each case enforceable in accordance with
its terms except as the same may be limited by bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting creditors' rights
generally and by general principles of equity.

                 SECTION 4.4.  Financial Information.  (a)  The consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries as of December
31, 1995 and the related consolidated statements of income and cash flows for
the fiscal year then ended, reported on by Coopers & Lybrand L.L.P. and
incorporated by reference in the Borrower's 1995 Form 10-K, a copy of which has
been delivered to each of the Banks, fairly present, in conformity with
generally accepted accounting principles, the consolidated financial position
of the Borrower and its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such fiscal year.

                 (b)   The unaudited consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of June 3, 1996 and the related unaudited
consolidated statements of income and cash flows for the nine months then
ended, set forth in the Borrower's Latest Form 10-Q, a copy of which has been
delivered to each of the Banks, fairly present, in conformity with generally
accepted accounting principles applied on a basis consistent with the financial
statements referred to in subsection (a) of this Section, the consolidated
financial position of the Borrower and its Consolidated Subsidiaries as of such
date and their consolidated results of operations and cash flows for such nine
month period (subject to normal year-end adjustments).

                 (c)  Since June 30, 1996 there has been no material adverse
change in the business, financial position, results of operations or prospects
of the Borrower and its Consolidated Subsidiaries, considered as a whole
(including without limitation any such material adverse change caused by any
action, suit or proceeding disclosed in the Borrower's periodic reports filed
with the Securities and Exchange Commission from time to time).





                                       34
<PAGE>   39
                 SECTION 4.5.  Litigation.  Except as set forth in  the
Borrower's periodic reports filed with the Securities and Exchange Commission
from time to time,  there is no action, suit or proceeding pending against, or
to the knowledge of the Borrower threatened against or affecting, the Borrower
or any of its Subsidiaries before any court or arbitrator or any governmental
body, agency or official in which there is a reasonable possibility of an
adverse decision which could materially adversely affect the business,
consolidated financial position or consolidated results of operations of the
Borrower and its Consolidated Subsidiaries, considered as a whole, or which in
any manner draws into question the validity or enforceability of this Agreement
or the Notes.

                 SECTION 4.6.  Compliance with ERISA.  To the best of the
Borrower's knowledge, each member of the ERISA Group has fulfilled its
obligations under the minimum funding standards of ERISA and the Internal
Revenue Code with respect to each Plan and is in compliance in all material
respects with the presently applicable provisions of ERISA and the Internal
Revenue Code with respect to each Plan.  To the best of the Borrower's
knowledge, no member of the ERISA Group has (i) sought a waiver of the minimum
funding standard under Section 412 of the Internal Revenue Code in respect of
any Plan, (ii) failed to make any contribution or payment to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement, or made any
amendment to any Plan or Benefit Arrangement, which has resulted or could
result in the imposition of a Lien or the posting of a bond or other security
under ERISA or the Internal Revenue Code or (iii) except as set forth in
Schedule 4.6, incurred any liability in excess of $10,000,000 under Title IV of
ERISA other than a liability to the PBGC for premiums under Section 4007 of
ERISA.

                 SECTION 4.7.  Environmental Matters.   In the ordinary course
of its business, the Borrower conducts an ongoing review of the effect of
Environmental Laws on the business, operations and properties of the Borrower
and its Subsidiaries, in the course of which it identifies and evaluates
associated liabilities and costs (including, without limitation, any capital or
operating expenditures required for clean-up or closure of properties presently
or previously owned, any capital or operating expenditures required to achieve
or maintain compliance with environmental protection standards imposed by law
or as a condition of any license, permit or contract, any related constraints
on operating activities, including any periodic or permanent shutdown of any
facility or reduction in the level of or change in the nature of operations
conducted





                                       35
<PAGE>   40
thereat, any costs or liabilities in connection with off-site disposal of
wastes or Hazardous Substances, and any actual or potential liabilities to
third parties, including employees, and any related costs and expenses).  On
the basis of this review, the Borrower has reasonably concluded that such
associated liabilities and costs, including the costs of compliance with
Environmental Laws, are unlikely to have a material adverse effect on the
business, financial condition, results of operations or prospects of the
Borrower and its Consolidated Subsidiaries, considered as a whole.

                 SECTION 4.8.  Taxes.  The Borrower and its Subsidiaries have
filed (or have made timely requests for an extension to file) all United States
Federal income tax returns and all other material tax returns which are
required to be filed by them and have paid all taxes due pursuant to such
returns or pursuant to any assessment received by the Borrower or any
Subsidiary, other than any such taxes the non-payment of which, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.
The charges, accruals and reserves on the books of the Borrower and its
Subsidiaries in respect of taxes or other governmental charges are, in the
opinion of the Borrower, adequate.

                 SECTION 4.9.  Subsidiaries.  Each of the Borrower's corporate
Subsidiaries is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and has all
corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted
(except for any governmental licenses, authorizations, consents or approvals
the absence of which could not reasonably be expected to have a Material
Adverse Effect).

                 SECTION 4.10.  Regulatory Restrictions on Borrowing.  The
Borrower is not an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, a "holding company" within the meaning of the
Public Utility Holding Company Act of 1935, as amended, or otherwise subject to
any regulatory scheme which restricts its ability to incur debt.

                 SECTION 4.11.  Full Disclosure.  The information heretofore
furnished by the Borrower to the Agent or any Bank for purposes of or in
connection with this Agreement or any transaction contemplated hereby taken as
a whole does not, and the information hereafter so furnished, taken as a whole
with all information previously furnished will not,





                                       36
<PAGE>   41
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.


                                   ARTICLE 5

                                   COVENANTS


                 The Borrower agrees that, so long as any Bank has any
Commitment hereunder or any amount payable under any Note remains unpaid:

                 SECTION 5.1.  Information.  The Borrower will deliver to each
of the Banks:

                 (a)  as soon as available and in any event within 120 days
         after the end of each fiscal year of the Borrower, a consolidated
         balance sheet of the Borrower and its Consolidated Subsidiaries as of
         the end of such fiscal year and the related consolidated statements of
         income and cash flows for such fiscal year, setting forth in each case
         in comparative form the figures for the previous fiscal year, all
         reported on in a manner acceptable to the Securities and Exchange
         Commission by Coopers & Lybrand L.L.P. or other independent public
         accountants of nationally recognized standing;

                 (b)  as soon as available and in any event within 45 days
         after the end of each of the first three quarters of each fiscal year
         of the Borrower, a consolidated balance sheet of the Borrower and its
         Consolidated Subsidiaries as of the end of such quarter and the
         related consolidated statements of income and cash flows for such
         quarter and for the portion of the Borrower's fiscal year ended at the
         end of such quarter, setting forth in the case of such statements of
         income and cash flows, in comparative form the figures for the
         corresponding quarter and the corresponding portion of the Borrower's
         previous fiscal year, all certified (subject to normal year-end
         adjustments) as to fairness of presentation, generally accepted
         accounting principles and consistency by the chief financial officer
         or the chief accounting officer of the Borrower;

                 (c)  simultaneously with the delivery of each set of financial
         statements referred to in clauses (a) and (b) above, a certificate of
         the chief financial officer





                                       37
<PAGE>   42
         or the chief accounting officer of the Borrower (i) setting forth in
         reasonable detail the calculations required to establish whether the
         Borrower was in compliance with the requirements of Sections 5.9
         through 5.13, inclusive, on the date of such financial statements and
         (ii) stating whether any Default exists on the date of such
         certificate and, if any Default then exists, setting forth the details
         thereof and the action which the Borrower is taking or proposes to
         take with respect thereto;

                 (d)  simultaneously with the delivery of each set of financial
         statements referred to in clause (a) above, a statement of the firm of
         independent public accountants which reported on such statements (i)
         whether anything has come to their attention to cause them to believe
         that any Default existed on the date of such statements and (ii)
         confirming the calculations set forth in the officer's certificate
         delivered simultaneously therewith pursuant to clause (c) above;

                 (e)  within ten days after any officer of the Borrower obtains
         knowledge of any Default, if such Default is then continuing, a
         certificate of the chief financial officer or the chief accounting
         officer of the Borrower setting forth the details thereof and the
         action which the Borrower is taking or proposes to take with respect
         thereto;

                 (f)  promptly upon the mailing thereof to the shareholders of
         the Borrower generally, copies of all financial statements, reports
         and proxy statements so mailed;

                 (g)  promptly upon the filing thereof, copies of all
         registration statements (other than the exhibits thereto and any
         registration statements on Form S-8 or its equivalent) and reports on
         Forms 10-K, 10-Q and 8-K (or their equivalents) which the Borrower
         shall have filed with the Securities and Exchange Commission;

                 (h)  if and when any member of the ERISA Group (i) gives or is
         required to give notice to the PBGC of any "reportable event" (as
         defined in Section 4043 of ERISA) with respect to any Plan which the
         Borrower reasonably believes might constitute grounds for a
         termination of such Plan under Title IV of ERISA, or knows that the
         plan administrator of any Plan has given or is required to give notice
         of any such reportable event, a copy of the notice of such reportable
         event given or required to be given to the PBGC; (ii)





                                       38
<PAGE>   43
         receives notice of complete or partial withdrawal liability under
         Title IV of ERISA or notice that any Multiemployer Plan is in
         reorganization, is insolvent or has been terminated, a copy of such
         notice; (iii) receives notice from the PBGC under Title IV of ERISA of
         an intent to terminate, impose liability (other than for premiums
         under Section 4007 of ERISA) in respect of, or appoint a trustee to
         administer any Plan, a copy of such notice; (iv) applies for a waiver
         of the minimum funding standard under Section 412 of the Internal
         Revenue Code, a copy of such application; (v) gives notice of intent
         to terminate any Plan under Section 4041(c) of ERISA, a copy of such
         notice and other information filed with the PBGC; (vi) gives notice of
         withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of
         such notice; or (vii) fails to make any payment or contribution to any
         Plan or Multiemployer Plan or in respect of any Benefit Arrangement or
         makes any amendment to any Plan or Benefit Arrangement which has
         resulted or which the Borrower reasonably believes could result in the
         imposition of a Lien or the posting of a bond or other security, a
         certificate of the chief financial officer or the chief accounting
         officer of the Borrower setting forth details as to such occurrence
         and action, if any, which the Borrower or applicable member of the
         ERISA Group is required or proposes to take; and

                 (i)  from time to time such additional information regarding
         the financial position or business of the Borrower and its
         Subsidiaries as the Agent, at the request of any Bank, may reasonably
         request.

                 SECTION 5.2.  Payment of Obligations.  The Borrower will pay
and discharge, and will cause each Subsidiary to pay and discharge, at or
before maturity, all their respective material obligations and liabilities
(including, without limitation, tax liabilities and claims of materialmen,
warehousemen and the like which if unpaid might by law give rise to a Lien),
except where the same may be contested in good faith by appropriate
proceedings, and will maintain, and will cause each Subsidiary to maintain, in
accordance with generally accepted accounting principles, appropriate reserves
for the accrual of any of the same.

                 SECTION 5.3.  Maintenance of Property; Insurance.  (a)  The
Borrower will keep, and will cause each Subsidiary to keep, all material
property useful and necessary in its business in good working order and
condition, ordinary wear and tear excepted.





                                       39
<PAGE>   44
                 (b)  The Borrower will, and will cause each of its
Subsidiaries to, maintain (either in the name of the Borrower or in such
Subsidiary's own name) with financially sound and responsible insurance
companies, insurance on all their respective material properties in at least
such amounts, against at least such risks and with such risk retention as are
usually maintained, insured against or retained, as the case may be, in the
same general area by companies of established repute engaged in the same or a
similar business; and will furnish to the Banks, upon request from the Agent,
information presented in reasonable detail as to the insurance so carried.

                 SECTION 5.4.  Conduct of Business and Maintenance of
Existence.  The Borrower will preserve, renew and keep in full force and
effect, and will cause each Subsidiary to preserve, renew and keep in full
force and effect their respective corporate existence and their respective
material rights, privileges and franchises necessary or desirable in the normal
conduct of business (except for any rights, privileges or franchises the
non-maintenance of which could not reasonably be expected to have a Material
Adverse Effect); provided that nothing in this Section 5.4 shall prohibit (i)
the merger of a Subsidiary into the Borrower or the merger or consolidation of
a Subsidiary with or into another Person if the corporation surviving such
consolidation or merger is a Subsidiary and if, in each case, after giving
effect thereto, no Default shall have occurred and be continuing or (ii) the
termination of the corporate existence of any Subsidiary if the Borrower in
good faith determines that such termination is in the best interest of the
Borrower and is not materially disadvantageous to the Banks.

                 SECTION 5.5.  Compliance with Laws.  The Borrower will comply,
and cause each Subsidiary to comply, in all material respects with all
applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including, without limitation, Environmental Laws and
ERISA and the rules and regulations thereunder) except (i) where the necessity
of compliance therewith is contested in good faith by appropriate proceedings
or (ii) where noncompliance could not reasonably be expected to have a Material
Adverse Effect.

                 SECTION 5.6.  Inspection of Property, Books and Records.  The
Borrower will keep, and will cause each Subsidiary to keep, proper books of
record and account in which full, true and correct entries shall be made of all
dealings and transactions in relation to its business and activities; and will
permit, and will cause each Subsidiary





                                       40
<PAGE>   45
to permit, representatives of any Bank at such Bank's expense to visit and
inspect any of their respective properties, to examine and make abstracts from
any of their respective books and records and to discuss their respective
affairs, finances and accounts with their respective officers, employees and
independent public accountants, all at such reasonable times and as often as
may reasonably be desired.

                 SECTION 5.7.  Mergers and Sales of Assets.  The Borrower will
not (i) consolidate or merge with or into any other Person, (ii) sell, lease or
otherwise transfer, directly or indirectly, all or substantially all of the
assets of the Borrower to any other Person or Persons; provided that the
Borrower may merge with another Person if (x) the Borrower is the corporation
surviving such merger and (y) after giving effect to such merger, no Default
shall have occurred and be continuing.

                 SECTION 5.8.  Use of Proceeds.  The proceeds of the Loans made
under this Agreement will be used by the Borrower for general corporate
purposes.  None of such proceeds will be used, directly or indirectly, for the
purpose, whether immediate, incidental or ultimate, of buying or carrying any
"margin stock" within the meaning of Regulation U.


                 SECTION 5.9.  Negative Pledge.  Neither the Borrower nor any
Subsidiary will create, assume or suffer to exist any Lien on any asset now
owned or hereafter acquired by it, except:

                 (a)  Liens existing on the date of this Agreement securing
         Debt outstanding on the date of this Agreement in an aggregate
         principal or face amount not exceeding $26,000,000;

                 (b)  any Lien existing on any asset of any person at the time
         such person becomes a Subsidiary and not created in contemplation of
         such event;

                 (c)  any Lien on any asset securing Debt incurred or assumed
         for the purpose of financing all or any part of the cost of acquiring
         such asset, provided that such Lien attaches to such asset
         concurrently with or within 90 days after the acquisition thereof;

                 (d)  any Lien on any asset of any person existing at the time
         such person is merged or consolidated with or into the Borrower or a
         Subsidiary and not created in contemplation of such event;





                                       41
<PAGE>   46
                 (e)  any Lien existing on any asset prior to the acquisition
         thereof by the Borrower or a Subsidiary and not created in
         contemplation of such acquisition;

                 (f)  any Lien arising out of the refinancing, extension,
         renewal or refunding of any Debt secured by any Lien permitted by any
         of the foregoing clauses of this Section, provided that such Debt is
         not increased and is not secured by any additional assets;

                 (g)  Liens existing as of the date hereof or arising
         hereafter, in each case arising in the ordinary course of its business
         and which (i) do not secure Debt or Derivatives Obligations, (ii) do
         not secure any obligation in an amount exceeding $10,000,000 and (iii)
         do not in the aggregate materially detract from the value of its
         assets or materially impair the use thereof in the operation of its
         business;

                 (h)  Liens on cash and cash equivalents securing Derivatives
         Obligations, provided that the aggregate amount of cash and cash
         equivalents subject to such Liens may at no time exceed $10,000,000;
         and

                 (i)  Liens not otherwise permitted by the foregoing clauses of
         this Section securing Debt in an aggregate principal or face amount at
         any date not to exceed 20% of Consolidated Tangible Net Worth at such
         date.

                 SECTION 5.10.  Debt to Total Capital.  The ratio of
Consolidated Debt to Total Capital shall not exceed at any time .6:1.

                 SECTION 5.11.  Debt of Subsidiaries.  The Borrower will not
permit any of its Material Subsidiaries to incur or at any time be liable with
respect to any Debt except:

                 (a)  Debt owed to the Borrower or to a wholly owned
         Subsidiary;

                 (b)  Debt secured by a Lien permitted by Section 5.9(c) and
         any refinancing, extension, renewal or refunding thereof;

                 (c)  Debt of any Person existing at the time such Person is
         merged or consolidated with or into any Material Subsidiary and not
         incurred in contemplation of such merger or consolidation;





                                       42
<PAGE>   47
                 (d)  Debt of any Person existing at the time such Person
         becomes a Material Subsidiary, regardless of whether such Debt was
         incurred in contemplation of such event; and

                 (e)  Debt not otherwise permitted by the foregoing clauses in
         an aggregate principal or face amount at any time outstanding not to
         exceed $35,000,000.

                 SECTION 5.12.  Fixed Charge Coverage Ratio.  As of the last
day of each fiscal quarter of the Borrower, the Fixed Charge Ratio will not be
less than 1.4:1.

                 SECTION 5.13.  Transactions with Affiliates.  The Borrower
will not, and will not permit any Subsidiary to, directly or indirectly, pay
any funds to or for the account of, make any investment (whether by acquisition
of stock or indebtedness, by loan, advance, transfer of property, guarantee or
other agreement to pay, purchase or service, directly or indirectly, any Debt,
or otherwise) in, lease, sell, transfer or otherwise dispose of any assets,
tangible or intangible, to, or participate in, or effect, any transaction with,
any Affiliate except on an arms-length basis on terms at least as favorable to
the Borrower or such Subsidiary Affiliate than could have been obtained from a
third party who was not an Affiliate; provided that the foregoing provisions of
this Section shall not prohibit any such Person from declaring or paying any
lawful dividend or other payment ratably in respect of all of its capital stock
of the relevant class so long as, after giving effect thereto, no Default shall
have occurred and be continuing.


                                   ARTICLE 6

                                    DEFAULTS


                 SECTION 6.1.  Events of Default.  If one or more of the
following events ("Events of Default") shall have occurred and be continuing:

                 (a)  the Borrower shall fail to pay any principal of any Loan
         when due or any interest, any fees or any other amount payable
         hereunder within 5 days of the due date thereof;

                 (b)  the Borrower shall fail to observe or perform any
         covenant contained in Article 5, other than those contained in
         Sections 5.1 through 5.6;





                                       43
<PAGE>   48
                 (c) the Borrower shall fail to observe or perform any covenant
         or agreement contained in this Agreement (other than those covered by
         clause (a) or (b) above) for 30 days after notice thereof has been
         given to the Borrower by the Agent at the request of any Bank;

                 (d)  any representation, warranty, certification or statement
         made by the Borrower in this Agreement or in any certificate,
         financial statement or other document delivered pursuant to this
         Agreement shall prove to have been incorrect in any material respect
         when made (or deemed made);

                 (e)  the Borrower or any Subsidiary shall fail to make any
         payment in respect of any Material Financial Obligations when due or
         within any applicable grace period;

                 (f)  any event or condition shall occur which results in the
         acceleration of the maturity of any Material Debt or enables the
         holder of such Debt or any Person acting on such holder's behalf to
         accelerate the maturity thereof;

                 (g)  the Borrower or any Material Subsidiary shall commence a
         voluntary case or other proceeding seeking liquidation, reorganization
         or other relief with respect to itself or its debts under any
         bankruptcy, insolvency or other similar law now or hereafter in effect
         or seeking the appointment of a trustee, receiver, liquidator,
         custodian or other similar official of it or any substantial part of
         its property, or shall consent to any such relief or to the
         appointment of or taking possession by any such official in an
         involuntary case or other proceeding commenced against it, or shall
         make a general assignment for the benefit of creditors, or shall fail
         generally to pay its debts as they become due, or shall take any
         corporate action to authorize any of the foregoing;

                 (h)  an involuntary case or other proceeding shall be
         commenced against the Borrower or any Material Subsidiary seeking
         liquidation, reorganization or other relief with respect to it or its
         debts under any bankruptcy, insolvency or other similar law now or
         hereafter in effect or seeking the appointment of a trustee, receiver,
         liquidator, custodian or other similar official of it or any
         substantial part of its property, and such involuntary case or other
         proceeding shall remain undismissed and unstayed for a period of





                                       44
<PAGE>   49
         60 days; or an order for relief shall be entered against the Borrower
         or any Material Subsidiary under the federal bankruptcy laws as now or
         hereafter in effect;

                 (i)  except with respect to any liability disclosed in
         Schedule 4.6; any member of the ERISA Group shall fail to pay when due
         an amount or amounts aggregating in excess of $10,000,000 which it
         shall have become liable to pay under Title IV of ERISA; or notice of
         intent to terminate a Material Plan under Section 4041(c) of ERISA
         shall be filed under Title IV of ERISA by any member of the ERISA
         Group, any plan administrator or any combination of the foregoing; or
         the PBGC shall institute proceedings under Title IV of ERISA to
         terminate, to impose liability (other than for premiums under Section
         4007 of ERISA) in respect of, or to cause a trustee to be appointed to
         administer any Material Plan; or a condition shall exist under Section
         4042(a) of ERISA by reason of which the PBGC would be entitled to
         obtain a decree adjudicating that any Material Plan must be
         terminated; or there shall occur a complete or partial withdrawal
         from, or a default, within the meaning of Section 4219(c)(5) of ERISA,
         with respect to, one or more Multiemployer Plans which could cause one
         or more members of the ERISA Group to incur a current payment
         obligation in excess of $10,000,000; or

                 (j)  judgments or orders for the payment of money in excess of
         $10,000,000 shall be rendered against the Borrower or any Subsidiary
         and such judgments or orders shall continue unsatisfied and unstayed
         for a period of 10 days;

then, and in every such event, the Agent shall (i) if requested by Banks having
more than 50% in aggregate amount of the Commitments, by notice to the Borrower
terminate the Commitments and they shall thereupon terminate, and (ii) if
requested by Banks holding more than 50% of the aggregate principal amount of
the Loans, by notice to the Borrower declare the Loans (together with accrued
interest thereon) to be, and the Loans shall thereupon become, immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower; provided that in the case of
any of the Events of Default specified in clause 6.1(g) or 6.1(h) above with
respect to the Borrower, without any notice to the Borrower or any other act by
the Agent or the Banks, the Commitments shall thereupon terminate and the Loans
(together with accrued interest thereon) shall become immediately due and
payable without presentment, demand, protest or other notice





                                       45
<PAGE>   50
of any kind, all of which are hereby waived by the Borrower.

                 Notwithstanding anything contained in the foregoing paragraph,
if at any time within 60 days after the Notes have been declared due pursuant
to the preceding paragraph, the Borrower shall pay all arrears of interest and
all payments on account of principal which shall have become due otherwise than
by acceleration and all Events of Default (other than non-payment of the
principal of and accrued interest on the Loans, in each case which is due and
payable solely by virtue of acceleration) shall be remedied or waived pursuant
to Section 9.5, then the Required Banks  by written notice to the Borrower to
be delivered by the Agent, may at their option rescind and annul the
acceleration and its consequences; but such action shall not affect any
subsequent Event of Default or Default or impair any right of the Banks
consequent thereon.

                 SECTION 6.2.  Notice of Default.  The Agent shall give notice
to the Borrower under Section 6.1(c) promptly upon being requested to do so by
any Bank and shall thereupon notify all the Banks thereof.


                                   ARTICLE 7

                                   THE AGENT


                 SECTION 7.1.  Appointment and Authorization.  Each Bank
irrevocably appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement and the Notes as
are delegated to the Agent by the terms hereof or thereof, together with all
such powers as are reasonably incidental thereto.

                 SECTION 7.2.  Agent and Affiliates.  Morgan Guaranty Trust
Company of New York shall have the same rights and powers under this Agreement
as any other Bank and may exercise or refrain from exercising the same as
though it were not the Agent, and Morgan Guaranty Trust Company of New York and
its affiliates may accept deposits from, lend money to, and generally engage in
any kind of business with the Borrower or any Subsidiary or affiliate of the
Borrower as if it were not the Agent.

                 SECTION 7.3.  Action by Agent.  The obligations of the Agent
hereunder are only those expressly set forth herein.  Without limiting the
generality of the foregoing, the Agent shall not be required to take any action
with





                                       46
<PAGE>   51
respect to any Default, except as expressly provided in Article 6.

                 SECTION 7.4.  Consultation with Experts.  The Agent may
consult with legal counsel (who may be counsel for the Borrower), 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 7.5.  Liability of Agent.  Neither the Agent nor any
of its affiliates nor any of their respective directors, officers, agents or
employees shall be liable for any action taken or not taken by it in connection
herewith (i) with the consent or at the request of the Required Banks or (ii)
in the absence of its own gross negligence or willful misconduct.  Neither the
Agent nor any of its affiliates nor any of their respective directors,
officers, agents or employees shall be responsible for or have any duty to
ascertain, inquire into or verify (i) any statement, warranty or representation
made in connection with this Agreement or any borrowing hereunder; (ii) the
performance or observance of any of the covenants or agreements of the
Borrower; (iii) the satisfaction of any condition specified in Article 3,
except receipt of items required to be delivered to the Agent; or (iv) the
validity, effectiveness or genuineness of this Agreement, the Notes or any
other instrument or writing furnished in connection herewith.  The Agent shall
not incur any liability by acting in reliance upon any notice, consent,
certificate, statement, or other writing (which may be a bank wire, telex,
facsimile transmission or similar writing) believed by it to be genuine or to
be signed by the proper party or parties. Without limiting the generality of
the foregoing, the use of the term "agent" in this Agreement with reference to
the Agent is not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine or any applicable law.
Instead, such term is used merely as a matter of market custom and is intended
to create or reflect only an administrative relationship between independent
contracting parties.

                 SECTION 7.6.  Indemnification.  Each Bank shall, ratably in
accordance with its Commitment, indemnify the Agent, its affiliates and their
respective directors, officers, agents and employees (to the extent not
reimbursed by the Borrower) against any cost, expense (including counsel fees
and disbursements), claim, demand, action, loss or liability (except such as
result from such indemnitees' gross negligence or willful misconduct) that such





                                       47
<PAGE>   52
indemnitees may suffer or incur in connection with this Agreement or any action
taken or omitted by such indemnitees hereunder.

                 SECTION 7.7.  Credit Decision.  Each Bank acknowledges that it
has, independently and without reliance upon the Agent or any other Bank, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement.  Each Bank also
acknowledges that it will, independently and without reliance upon the Agent or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under this Agreement.

                 SECTION 7.8.  Successor Agent.  The Agent may resign at any
time by giving notice thereof to the Banks and the Borrower.  Upon any such
resignation, the Required Banks shall have the right to appoint a successor
Agent.  If no successor Agent shall have been so appointed by the Required
Banks, and shall have accepted such appointment, within 30 days after the
retiring Agent gives notice of resignation, then the retiring Agent may, on
behalf of the Banks, appoint a successor Agent, which shall be a commercial
bank organized or licensed under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$50,000,000.  Upon the acceptance of its appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder.  After any
retiring Agent's resignation hereunder as Agent, the provisions of this Article
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent.

                 SECTION 7.9.  Agent's Fee.  The Borrower shall pay to the
Agent for its own account fees in the amounts and at the times previously
agreed upon between the Borrower and the Agent.


                                   ARTICLE 8

                            CHANGE IN CIRCUMSTANCES


                 SECTION 8.1.  Basis for Determining Interest Rate Inadequate
or Unfair.  If on or prior to the first day of





                                       48
<PAGE>   53
any Interest Period for any CD Loan, Euro-Dollar Loan or Money Market LIBOR
Loan:

                 (a)  the Agent is advised by the Reference Banks that deposits
         in dollars (in the applicable amounts) are not being offered to the
         Reference Banks in the relevant market for such Interest Period, or

                 (b)  in the case of CD Loans or Euro-Dollar Loans, Banks
         having 50% or more of the aggregate principal amount of the affected
         Loans advise the Agent that the Adjusted CD Rate or the Adjusted
         London Interbank Offered Rate, as the case may be, as determined by
         the Agent will not adequately and fairly reflect the cost to such
         Banks of funding their CD Loans or Euro-Dollar Loans, as the case may
         be, for such Interest Period,

the Agent shall forthwith give notice thereof to the Borrower and the Banks,
whereupon until the Agent notifies the Borrower that the circumstances giving
rise to such suspension no longer exist, (i) the obligations of the Banks to
make CD Loans or Euro-Dollar Loans, as the case may be, or to continue or
convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case
may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar
Loan, as the case may be, shall be converted into a Base Rate Loan on the last
day of the then current Interest Period applicable thereto.  Unless the
Borrower notifies the Agent at least two Domestic Business Days before the date
of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been
given that it elects not to borrow on such date, (i) if such Fixed Rate
Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a
Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market
LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall
bear interest for each day from and including the first day to but excluding
the last day of the Interest Period applicable thereto at the Base Rate for
such day.

                 SECTION 8.2.  Illegality.  If, on or after the date of this
Agreement, the adoption of any applicable law, rule or regulation, or any
change in any applicable law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or its Euro-Dollar Lending Office) with any
request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency shall make it unlawful or
impossible for any Bank (or





                                       49
<PAGE>   54
its Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans
and such Bank shall so notify the Agent, the Agent shall forthwith give notice
thereof to the other Banks and the Borrower, whereupon until such Bank notifies
the Borrower and the Agent that the circumstances giving rise to such
suspension no longer exist, the obligation of such Bank to make Euro-Dollar
Loans, or to convert outstanding Loans into Euro-Dollar Loans, shall be
suspended.  Before giving any notice to the Agent pursuant to this Section,
such Bank shall designate a different Euro-Dollar Lending Office if such
designation will avoid the need for giving such notice and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank.  If such
notice is given, each Euro-Dollar Loan of such Bank then outstanding shall be
converted to a Base Rate Loan either (a) on the last day of the then current
Interest Period applicable to such Euro-Dollar Loan if such Bank may lawfully
continue to maintain and fund such Loan to such day or (b) immediately if such
Bank shall determine that it may not lawfully continue to maintain and fund
such Loan to such day.

                 SECTION 8.3.  Increased Cost and Reduced Return.  (a)  If on
or after (x) the date hereof, in the case of any Committed Loan or any
obligation to make Committed Loans or (y) the date of the related Money Market
Quote, in the case of any Money Market Loan, the adoption of any applicable
law, rule or regulation, or any change in any applicable law, rule or
regulation, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Applicable Lending Office) with any request or directive (whether or not having
the force of law) of any such authority, central bank or comparable agency
shall impose, modify or deem applicable any reserve (including, without
limitation, any such requirement imposed by the Board of Governors of the
Federal Reserve System, but excluding (i) with respect to any CD Loan any such
requirement included in an applicable Domestic Reserve Percentage and (ii) with
respect to any Euro-Dollar Loan any such requirement included in an applicable
Euro-Dollar Reserve Percentage), special deposit, insurance assessment
(excluding, with respect to any CD Loan, any such requirement reflected in an
applicable Assessment Rate) or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Bank (or its Applicable
Lending Office) or shall impose on any Bank (or its Applicable Lending Office)
or on the United States market for certificates of deposit or the London
interbank market any other condition affecting its Fixed Rate Loans,





                                       50
<PAGE>   55
its Note or its obligation to make Fixed Rate Loans and the result of any of
the foregoing is to increase the cost to such Bank (or its Applicable Lending
Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount
of any sum received or receivable by such Bank (or its Applicable Lending
Office) under this Agreement or under its Note with respect thereto, by an
amount deemed by such Bank to be material, then, within 15 days after demand by
such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such
additional amount or amounts as will compensate such Bank for such increased
cost or reduction.


                 (b)  If any Bank shall have determined that, after the date
hereof, the adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change in any such law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on capital of such Bank (or its Parent) as a consequence of such Bank's
obligations hereunder to a level below that which such Bank (or its Parent)
could have achieved but for such adoption, change, request or directive (taking
into consideration its policies with respect to capital adequacy) by an amount
deemed by such Bank to be material, then from time to time, within 15 days
after demand by such Bank (with a copy to the Agent), the Borrower shall pay to
such Bank such additional amount or amounts as will compensate such Bank (or
its Parent) for such reduction.

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





                                       51
<PAGE>   56
                 SECTION 8.4.  Taxes.  (a) For the purposes of this Section
8.4, the following terms have the following meanings:

                 "Taxes" means any and all present or future taxes, duties,
levies, imposts, deductions, charges or withholdings with respect to any
payment by the Borrower pursuant to this Agreement or under any Note, and all
liabilities with respect thereto, excluding (i) in the case of each Bank and
the Agent, taxes imposed on its income, and franchise or similar taxes imposed
on it, by a jurisdiction under the laws of which such Bank or the Agent (as the
case may be) is organized or in which its principal executive office is located
or, in the case of each Bank, in which its Applicable Lending Office is located
and (ii) in the case of each Bank, any United States withholding tax imposed on
such payments but only to the extent that such Bank is subject to United States
withholding tax at the time such Bank first becomes a party to this Agreement.

                 "Other Taxes" means any present or future stamp or documentary
taxes and any other excise or property taxes, or similar charges or levies,
which arise from any payment made pursuant to this Agreement or under any Note
or from the execution or delivery of, or otherwise with respect to, this
Agreement or any Note.

                 (b)  Any and all payments by the Borrower to or for the
account of any Bank or the Agent hereunder or under any Note shall be made
without deduction for any Taxes or Other Taxes; provided that, if the Borrower
shall be required by law to deduct any Taxes or Other Taxes from any such
payments, (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section) such Bank or the Agent (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law and (iv) the Borrower
shall furnish to the Agent, at its address referred to in Section 9.1, the
original or a certified copy of a receipt evidencing payment thereof.

                 (c) The Borrower agrees to indemnify each Bank and the Agent
for the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section) paid by such Bank or the Agent (as the case may be) and any
liability (including penalties,





                                       52
<PAGE>   57
interest and expenses) arising therefrom or with respect thereto.  This
indemnification shall be paid within 15 days after such Bank or the Agent (as
the case may be) makes demand therefor.

                 (d) Each Bank organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and
delivery of this Agreement in the case of each Bank listed on the signature
pages hereof and on or prior to the date on which it becomes a Bank in the case
of each other Bank, and from time to time thereafter if requested in writing by
the Borrower (but only so long as such Bank remains lawfully able to do so),
shall provide the Borrower and the Agent with Internal Revenue Service form
1001 or 4224, as appropriate, or any successor form prescribed by the Internal
Revenue Service, certifying that such Bank is entitled to benefits under an
income tax treaty to which the United States is a party which exempts the Bank
from United States withholding tax or reduces the rate of withholding tax on
payments of interest for the account of such Bank or certifying that the income
receivable pursuant to this Agreement is effectively connected with the conduct
of a trade or business in the United States.

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

                 (f)  If the Borrower is required to pay additional amounts to
or for the account of any Bank pursuant to this Section, then such Bank will
change the jurisdiction of its Applicable Lending Office if, in the judgment of
such Bank, such change (i) will eliminate or reduce any such additional payment
which may thereafter accrue and (ii) is not otherwise disadvantageous to such
Bank.

                 SECTION 8.5.  Base Rate Loans Substituted for Affected Fixed
Rate Loans.  If (i) the obligation of any Bank to make, or convert outstanding
Loans to, Euro-Dollar Loans has been suspended pursuant to Section 8.2 or (ii)
any





                                       53
<PAGE>   58
Bank has demanded compensation under Section 8.3 or 8.4 with respect to its CD
Loans or Euro-Dollar Loans and the Borrower shall, by at least five Euro-Dollar
Business Days' prior notice to such Bank through the Agent, have elected that
the provisions of this Section shall apply to such Bank, then, unless and until
such Bank notifies the Borrower that the circumstances giving rise to such
suspension or demand for compensation no longer exist:

                 (a)  all Loans which would otherwise be made by such Bank as
         (or continued as or converted into) CD Loans or Euro-Dollar Loans, as
         the case may be, shall instead be Base Rate Loans (on which interest
         and principal shall be payable contemporaneously with the related
         Fixed Rate Loans of the other Banks); and

                 (b)  after each of its CD Loans or Euro-Dollar Loans, as the
         case may be, has been repaid (or converted to a Base Rate Loan), all
         payments of principal which would otherwise be applied to repay such
         Fixed Rate Loans shall be applied to repay its Base Rate Loans
         instead.

If such Bank notifies the Borrower that the circumstances giving rise to such
notice no longer apply, the principal amount of each such Base Rate Loan shall
be converted into a CD Loan or Euro-Dollar Loan, as the case may be, on the
first day of the next succeeding Interest Period applicable to the related CD
Loans or Euro-Dollar Loans of the other Banks.


                                   ARTICLE 9

                                 MISCELLANEOUS


                 SECTION 9.1.  Notices.  All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telex, facsimile transmission or similar writing) and shall be given to such
party: (a) in the case of the Borrower or the Agent, at its address, facsimile
number or telex number set forth on the signature pages hereof, (b) in the case
of any Bank, at its address, facsimile number or telex number set forth in its
Administrative Questionnaire or (c) in the case of any party, such other
address, facsimile number or telex number as such party may hereafter specify
for the purpose by notice to the 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





                                       54
<PAGE>   59
number specified in this Section and the appropriate answerback is received,
(ii) if given by facsimile transmission, when transmitted to the facsimile
number specified in this Section and confirmation of receipt is received, (iii)
if given by mail, 72 hours after such communication is deposited in the mails
with first class postage prepaid, addressed as aforesaid or (iv) if given by
any other means, when delivered at the address specified in this Section;
provided that notices to the Agent under Article 2 or Article 8 shall not be
effective until received.

                 SECTION 9.2.  No Waivers.  No failure or delay by the Agent or
any Bank in exercising any right, power or privilege hereunder or under any
Note shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.  The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.

                 SECTION 9.3.  Expenses; Indemnification.  (a)  The Borrower
shall pay (i) all out-of-pocket expenses of the Agent, including reasonable
fees and disbursements of special counsel for the Agent, in connection with the
preparation and administration of this Agreement, any waiver or consent
hereunder or any amendment hereof or any Default or alleged Default hereunder
and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by
the Agent and each Bank, including (without duplication) the reasonable fees
and disbursements of counsel, in connection with such Event of Default and
collection, bankruptcy, insolvency and other enforcement proceedings resulting
therefrom.

                 (b)  The Borrower agrees to indemnify the Agent and each Bank,
their respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "Indemnitee") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by such Indemnitee in
connection with any investigative, administrative or judicial proceeding
(whether or not such Indemnitee shall be designated a party thereto) brought or
threatened relating to or arising out of this Agreement or any actual or
proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall
have the right to be indemnified hereunder for such Indemnitee's own gross
negligence or willful misconduct as determined by a court of competent
jurisdiction.





                                       55
<PAGE>   60
                 SECTION 9.4.  Sharing of Set-Offs.  Each Bank agrees that if
it shall, by exercising any right of set-off or counterclaim or otherwise,
receive payment of a proportion of the aggregate amount of principal and
interest due with respect to any Note held by it which is greater than the
proportion received by any other Bank in respect of the aggregate amount of
principal and interest due with respect to any Note held by such other Bank,
the Bank receiving such proportionately greater payment shall purchase such
participations in the Notes held by the other Banks, and such other adjustments
shall be made, as may be required so that all such payments of principal and
interest with respect to the Notes held by the Banks shall be shared by the
Banks pro rata; provided that nothing in this Section shall impair the right of
any Bank to exercise any right of set-off or counterclaim it may have and to
apply the amount subject to such exercise to the payment of indebtedness of the
Borrower other than its indebtedness hereunder.  The Borrower agrees, to the
fullest extent it may effectively do so under applicable law, that any holder
of a participation in a Note, whether or not acquired pursuant to the foregoing
arrangements, may exercise rights of set-off or counterclaim and other rights
with respect to such participation as fully as if such holder of a
participation were a direct creditor of the Borrower in the amount of such
participation.

                 SECTION 9.5.  Amendments and Waivers .  Any provision of this
Agreement or the Notes may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by the Borrower and the Required Banks
(and, if the rights or duties of the Agent are affected thereby, by the Agent);
provided that no such amendment or waiver shall, unless signed by all the
Banks, (i) increase or decrease the Commitment of any Bank (except for a
ratable decrease in the Commitments of all Banks) or subject any Bank to any
additional obligation, (ii) reduce the principal of or rate of interest on any
Loan or any fees hereunder, (iii) postpone the date fixed for any payment of
principal of or interest on any Loan or any fees hereunder or for any scheduled
reduction or termination of any Commitment or (iv) change the percentage of the
Commitments or of the aggregate unpaid principal amount of the Notes, or the
number of Banks, which shall be required for the Banks or any of them to take
any action under this Section or any other provision of this Agreement.

                 SECTION 9.6.  Successors and Assigns. (a)  The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, except that the Borrower
may not





                                       56
<PAGE>   61
assign or otherwise transfer any of its rights under this Agreement without the
prior written consent of all Banks.

                 (b)  Any Bank may at any time grant to one or more banks or
other institutions (each a "Participant") participating interests in its
Commitment or any or all of its Loans.  In the event of any such grant by a
Bank of a participating interest to a Participant, whether or not upon notice
to the Borrower and the Agent, such Bank shall remain responsible for the
performance of its obligations hereunder, and the Borrower and the Agent shall
continue to deal solely and directly with such Bank in connection with such
Bank's rights and obligations under this Agreement.  Any agreement pursuant to
which any Bank may grant such a participating interest shall provide that such
Bank shall retain the sole right and responsibility to enforce the obligations
of the Borrower hereunder including, without limitation, the right to approve
any amendment, modification or waiver of any provision of this Agreement;
provided that such participation agreement may provide that such Bank will not
agree to any modification, amendment or waiver of this Agreement described in
clause (i), (ii), or (iii) of Section 9.5 without the consent of the
Participant.  The Borrower agrees that each Participant shall, to the extent
provided in its participation agreement, be entitled to the benefits of Article
8 with respect to its participating interest.  An assignment or other transfer
which is not permitted by subsection (c) or (d) below shall be given effect for
purposes of this Agreement only to the extent of a participating interest
granted in accordance with this subsection (b).

                 (c)  Any Bank may at any time assign to one or more banks or
other institutions (each an "Assignee") all, or a proportionate part
(equivalent to an initial Commitment of not less than $5,000,000) of all, of
its rights and obligations under this Agreement and the Notes, and such
Assignee shall assume such rights and obligations, pursuant to an Assignment
and Assumption Agreement in substantially the form of Exhibit G hereto executed
by such Assignee and such transferor Bank, with (and subject to) the subscribed
consent of the Borrower, which shall not be unreasonably withheld, and the
Agent; provided that if an Assignee is an affiliate of such transferor Bank or
was a Bank immediately prior to such assignment, no such consent shall be
required; and provided further that such assignment may, but need not, include
rights of the transferor Bank in respect of outstanding Money Market Loans.
Upon execution and delivery of such instrument and payment by such Assignee to
such transferor Bank of an amount equal to the purchase price agreed between
such transferor Bank and such Assignee, such





                                       57
<PAGE>   62
Assignee shall be a Bank party to this Agreement and shall have all the rights
and obligations of a Bank with a Commitment as set forth in such instrument of
assumption, and the transferor Bank shall be released from its obligations
hereunder to a corresponding extent, and no further consent or action by any
party shall be required.  Upon the consummation of any assignment pursuant to
this subsection (c), the transferor Bank, the Agent and the Borrower shall make
appropriate arrangements so that, if required, a new Note is issued to the
Assignee.  In connection with any such assignment, the transferor Bank shall
pay to the Agent an administrative fee for processing such assignment in the
amount of $2,500.  If the Assignee is not incorporated under the laws of the
United States of America or a state thereof, it shall deliver to the Borrower
and the Agent certification as to exemption from deduction or withholding of
any United States federal income taxes in accordance with Section 8.4.

                 (d)  Any Bank may at any time assign all or any portion of its
rights under this Agreement and its Note to a Federal Reserve Bank.  No such
assignment shall release the transferor Bank from its obligations hereunder.

                 (e)  No Assignee, Participant or other transferee of any
Bank's rights shall be entitled to receive any greater payment under Section
8.3 or 8.4 than such Bank would have been entitled to receive with respect to
the rights transferred, unless such transfer is made with the Borrower's prior
written consent or by reason of the provisions of Section 8.2, 8.3 or 8.4
requiring such Bank to designate a different Applicable Lending Office under
certain circumstances or at a time when the circumstances giving rise to such
greater payment did not exist.

                 SECTION 9.7.  Collateral.  Each of the Banks represents to the
Agent and each of the other Banks that it in good faith is not relying upon any
"margin stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

                 SECTION 9.8.  Governing Law; Submission to Jurisdiction.  This
Agreement and each Note shall be governed by and construed in accordance with
the laws of the State of New York.  The Borrower hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York State court sitting in New York City
for purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby.  The Borrower irrevocably
waives, to the fullest extent permitted





                                       58
<PAGE>   63
by law, any objection which it may now or hereafter have to the laying of the
venue of any such proceeding brought in such a court and any claim that any
such proceeding brought in such a court has been brought in an inconvenient
forum.

                 SECTION 9.9.  Counterparts; Integration; Effectiveness.  This
Agreement may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.  This Agreement constitutes the entire agreement and
understanding among the parties hereto and supersedes any and all prior
agreements and understandings, oral or written, relating to the subject matter
hereof.  This Agreement shall become effective upon receipt by the Agent of
counterparts hereof signed by each of the parties hereto (or, in the case of
any party as to which an executed counterpart shall not have been received,
receipt by the Agent in form satisfactory to it of telegraphic, telex,
facsimile or other written confirmation from such party of execution of a
counterpart hereof by such party).

                 SECTION 9.10.  WAIVER OF JURY TRIAL.  EACH OF THE BORROWER,
THE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.

                 SECTION 9.11.  Confidentiality.  The Agent and each Bank
agrees to keep any information delivered or made available by the Borrower
pursuant to this Agreement confidential from anyone other than persons employed
or retained by such Bank who are engaged in evaluating, approving, structuring
or administering the credit facility contemplated hereby; provided that nothing
herein shall prevent any Bank from disclosing such information (a) to any other
Bank or to the Agent, (b) subject to provisions substantially similar to those
contained in this Section, to any other Person if reasonably incidental to the
administration of the credit facility contemplated hereby, (c) upon the order
of any court or administrative agency, (d) upon the request or demand of any
regulatory agency or authority, (e) which had been publicly disclosed other
than as a result of a disclosure by the Agent or any Bank prohibited by this
Agreement, (f) in connection with any litigation to which the Agent, any Bank
or its subsidiaries or Parent may be a party, (g) to the extent necessary in
connection with the exercise of any remedy hereunder, (h) to such Bank's or
Agent's legal counsel and independent auditors and (i) subject to provisions
substantially similar to those contained in this Section, to any actual or





                                       59
<PAGE>   64
proposed Participant or Assignee.  The Agent or any Bank, as the case may be,
shall give prompt notice of any disclosure made by it pursuant to clauses (c)
or (f) of this Section; provided that the Agent or such Bank shall be required
to give such notice with respect to any disclosure made by it pursuant to
clause (f) solely to the extent that the interests of the Agent or such Bank,
as the case may be, and the Borrower in the relevant litigation are not adverse
in any material respect.

                 SECTION 9.12.  Loans Outstanding on the Effective Date.
Notwithstanding anything to the contrary herein, on the Effective Date, the
Banks shall, provided the conditions to borrowing hereunder are met on such
day, fund Loans hereunder ratably in accordance with their respective
Commitments (as in effect immediately after the effectiveness of the
Amendment).  The Borrower shall reimburse each Bank in accordance with Section
2.14 for any funding losses incurred in connection with the prepayment of any
Loans on the Effective Date.





                                       60
<PAGE>   65
                 IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

                                        QUAKER STATE CORPORATION
                                        
                                        
                                        By  /s/ CONRAD A. CONRAD
                                            -----------------------------------
                                            Title:     Conrad A. Conrad
                                            Address:   225 E. John
                                                       Carpenter Frwy
                                                       Irving, TX  75062
                                            Telex:
                                            Facsimile:


Commitments:

$35,000,000                             MORGAN GUARANTY TRUST COMPANY
                                          OF NEW YORK


                                        By  /s/ JOHN G. KOWALCZUK
                                            -----------------------------------
                                            Title: Vice President


                                        
$25,000,000                             ABN AMRO BANK N.V.,
                                           HOUSTON AGENCY
                                        By: ABN AMRO NORTH AMERICA
                                           INC., as Agent
                                        
                                        
                                        By  /s/ MICHAEL W. DePRIEST
                                            -----------------------------------
                                            Title: Vice President & Director
                                        
                                        
                                        By  /s/ GORDON D. CHANG
                                            -----------------------------------
                                            Title: Vice President & Director
                                        
                                        
                                        
$25,000,000                             NATIONSBANK OF TEXAS, N.A.
                                        
                                        
                                        By  /s/ DALE T. WILSON
                                            -----------------------------------
                                            Title: Vice President
                                        
                                        



                                       61
<PAGE>   66


$25,000,000                             TEXAS COMMERCE BANK NATIONAL
                                          ASSOCIATION
                                        
                                        
                                        By  /s/ MATTHEW H. HILDRETH
                                            -----------------------------------
                                            Title: Vice President
                                        
                                        
                                        
                                        
$15,000,000                             BANK OF AMERICA ILLINOIS
                                        
                                        
                                        By  /s/ RICHARD D. BLUTH    
                                            -----------------------------------
                                            Title: Authorized Officer
                                        
                                        
                                        
                                        
$15,000,000                             THE SANWA BANK LIMITED,
                                           DALLAS AGENCY
                                        
                                        
                                        By  /s/ MATTHEW G. PATRICK
                                            -----------------------------------
                                            Title: Vice President
                                        
                                        



                                       62
<PAGE>   67
  
Total Commitments
=================
$140,000,000                            
                                          
                                        
                                        MORGAN GUARANTY TRUST COMPANY
                                           OF NEW YORK, as Agent
                                        
                                        
                                        By  /s/ JOHN G. KOWALCZUK
                                            -----------------------------------
                                            Title: Vice President
                                            Address: 60 Wall Street
                                                     New York, NY 10260
                                            Telex:   177615 MGTUT
                                            Facsimile: (212) 648-5014
                                        
                                        



                                       63
<PAGE>   68
                     LIST OF OMITTED SCHEDULES AND EXHIBITS

           1.  Pricing Schedule
           2.  Schedule 4.6 Potential Liability Under Title IV of ERISA
           3.  Exhibit A -- Note
           4.  Exhibit B -- Money Market Quote Request
           5.  Exhibit C -- Invitation for Money Market Quotes
           6.  Exhibit D -- Money Market Quote
           7.  Exhibit E -- Opinion of Counsel for Borrower 
           8.  Exhibit F -- Opinion of Davis Polk & Wardwell
           9.  Exhibit G -- Assignment and Assumption Agreement