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                                                                 EXECUTION COPY









                          SECOND AMENDED AND RESTATED

                                CREDIT AGREEMENT

                          Dated as of October 29, 1999

                                     among

                                 SCHAWK, INC.,

                                as the Borrower

                       THE INSTITUTIONS FROM TIME TO TIME

                           PARTIES HERETO AS LENDERS

                                      and

        BANK ONE, NA (having its principal office in Chicago, Illinois)

                                    as Agent









                                 SIDLEY & AUSTIN








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                                1 Bank One Plaza

                            10 South Dearborn Street

                             Chicago, Illinois 60603








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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION                                                                                                        PAGE
-------                                                                                                        ----
<S>                                                                                                            <C>
ARTICLE I:  DEFINITIONS                                                                                          10

ARTICLE II:  REVOLVING LOAN FACILITIES                                                                           34

     2.1. [Reserved].                                                                                            34
     2.5  Optional Payments; Mandatory Prepayments.                                                              37
     2.13  Evidence of Debt.                                                                                     42
         (C)  Commitment Fees.                                                                                   44
     2.21  Alternate Currency Loans.                                                                             49

ARTICLE III: THE LETTER OF CREDIT FACILITY                                                                       53

     3.8  Letter of Credit Fees.  The Borrower agrees to pay:                                                    56

ARTICLE IV:  CHANGE IN CIRCUMSTANCES                                                                             58

ARTICLE V:  CONDITIONS PRECEDENT                                                                                 60

ARTICLE VI:  REPRESENTATIONS AND WARRANTIES                                                                      63

     6.2  Authority.                                                                                             63
     6.4  Financial Statements.                                                                                  65
     6.6  Taxes.                                                                                                 65
     6.17  Labor Matters.                                                                                        69
     6.18  [Reserved].                                                                                           69

ARTICLE VII :  COVENANTS                                                                                         71

     7.1  Reporting.  The Borrower shall:                                                                        72
     7.2  Affirmative Covenants.                                                                                 76
     7.3  Negative Covenants.                                                                                    78
         (L)  ERISA.  (a) The Borrower shall not                                                                 84
     7.4  Financial Covenants.  The Borrower shall comply with the following:                                    86

ARTICLE VIII:  DEFAULTS                                                                                          87

ARTICLE X:  GENERAL PROVISIONS                                                                                   93

     10.7  Expenses; Indemnification.                                                                            94
     10.13  CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.                                             96

ARTICLE XI:  THE AGENT                                                                                           97

ARTICLE XII:  SETOFF; RATABLE PAYMENTS                                                                          100

     12.4  Relations Among Lenders.                                                                             102

ARTICLE XIII:  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS                                                102

     13.2  Participations.                                                                                      102
     13.3  Assignments.                                                                                         103

ARTICLE XIV:  NOTICES                                                                                           105
</TABLE>





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<TABLE>
<S>                                                                                                             <C>
ARTICLE XV:  COUNTERPARTS                                                                                       105

ARTICLE XVI:  SCHEDULES                                                                                         106
</TABLE>













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                             EXHIBITS AND SCHEDULES



                                   EXHIBITS
<TABLE>
<S>                <C>      <C>
EXHIBIT A          --       Revolving Loans
                            (Definitions)

EXHIBIT A-1        --       Eurocurrency Payment Offices

EXHIBIT B          --       Form of Borrowing/Conversion/Continuation Notice (Section 2.3
                            and Section 2.8 and Section 2.10)

EXHIBIT C          --       Form of Request for Letter of Credit (Section 3.4)

EXHIBIT D          --       Form of Assignment and Acceptance Agreement
                           (Sections 2.20 and 13.3)

EXHIBIT E          --       Form of Borrowers' US Counsel's Opinion and Form of Borrowers'
                            Foreign Counsel's Opinion (Section 5.1)

EXHIBIT F          --       List of Closing Documents
                            (Section 5.1)

EXHIBIT G          --       Form of Officer's Certificate
                            (Sections 5.2 and 7.1(A)(iii))

EXHIBIT H          --       Form of Compliance Certificate
                            (Sections 5.2 and 7.1(A)(iii)

EXHIBIT I          --       Form of Subsidiary Guaranty
                            (Definitions)

EXHIBIT J          --       Form of Alternate Currency Addendum
                            (Definitions)

EXHIBIT K          --       Form of Revolving Loan Note (If Requested)
</TABLE>








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                                    SCHEDULES



<TABLE>
<S>                        <C>      <C>
Schedule 1.1.1             --       Permitted Existing Indebtedness (Definitions)

Schedule 1.1.2             --       Permitted Existing Investments (Definitions)

Schedule 1.1.3             --       Permitted Existing Liens (Definitions)

Schedule 1.1.4             --       Permitted Existing Contingent Obligations (Definitions)

Schedule 3.2               --       Transitional Letters of Credit (Section 3.2)

Schedule 6.3               --       Conflicts; Governmental Consents (Section 6.3)

Schedule 6.4               --       Pro Forma Financial Statements (Section 6.4(A))

Schedule 6.7               --       Litigation; Loss Contingencies (Section 6.7)

Schedule 6.8               --       Subsidiaries (Section 6.8)

Schedule 6.9               --       ERISA (Section 6.9)

Schedule 6.16              --       Insurance (Sections 6.16 and 7.2(E))

Schedule 6.19              --       Environmental Matters (Section 6.19)
</TABLE>








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                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

         This Second Amended and Restated Credit Agreement dated as of October
29, 1999 is entered into among SCHAWK, INC., a Delaware corporation (the
"BORROWER"), one or more Subsidiaries of the Borrower (whether now existing or
hereafter formed and party to an Alternate Currency Addendum, collectively
referred to herein as the "ALTERNATE CURRENCY BORROWERS"), the institutions from
time to time parties hereto as Lenders, whether by execution of this Agreement
or an Assignment Agreement pursuant to Section 13.3, and Bank One, NA, in its
capacity as contractual representative for itself and the other Lenders to amend
and restate the Amended and Restated Credit Agreement entered into as of May 7,
1999 among the Borrower, and Bank One, NA, formerly known as The First National
Bank of Chicago, as a lender and as agent thereunder (the "AMENDED CREDIT
AGREEMENT"), and, from and after the Effective Date, the Amended Credit
Agreement is hereby amended and restated in its entirety. The parties hereto
agree as follows:

ARTICLE I: DEFINITIONS

         1.1 Certain Defined Terms. In addition to the terms defined above, the
following terms used in this Agreement shall have the following meanings,
applicable both to the singular and the plural forms of the terms defined.

         As used in this Agreement:

         "ACQUISITION" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Borrower or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or division thereof,
whether through purchase of assets, merger or otherwise or (ii) directly or
indirectly acquires (in one transaction or as the most recent transaction in a
series of transactions) at least a majority (in number of votes) of the
securities of a corporation which have ordinary voting power for the election of
directors (other than securities having such power only by reason of the
happening of a contingency) or a majority (by percentage of voting power) of the
outstanding equity interests of another Person.

         "ADVANCE" means a borrowing hereunder consisting of the aggregate
amount of the several Loans made by the Lenders to the Borrower of the same Type
and, in the case of Eurocurrency Rate Advances and Alternate Currency Loans, in
the same currency and for the same Interest Period.

         "AFFECTED LENDER" is defined in Section 2.20 hereof.

         "AFFILIATE" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of greater than nine and nine-tenths percent (9.90%) or more of any
class of voting securities (or other voting interests) of the controlled Person
or possesses, directly or indirectly, the power to direct or cause the direction
of the management or policies of the controlled Person, whether through
ownership of Capital Stock, by contract or otherwise.








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         "AGENT" means Bank One in its capacity as contractual representative
for itself and the Lenders pursuant to Article XI hereof and any successor Agent
appointed pursuant to Article XI hereof.

         "AGGREGATE REVOLVING LOAN COMMITMENT" means the aggregate of the
Revolving Loan Commitments of all the Lenders, as may be reduced from time to
time pursuant to the terms hereof. The initial Aggregate Revolving Loan
Commitment is Sixty-Five Million and 00/100 Dollars ($65,000,000.00).

         "AGREED CURRENCIES" means (i) Dollars and (ii) so long as such currency
remains an Eligible Currency, Canadian Dollars, and (iii) any other Eligible
Currency which the Borrower requests the Agent to include as an Agreed Currency
hereunder and which is acceptable to one-hundred percent (100%) of the Lenders
with a Revolving Loan Commitment; provided that the Agent shall promptly notify
each such Lender of each such request and each such Lender shall be deemed not
to have agreed to each such request unless its written consent thereto has been
received by the Agent within five (5) Business Days from the date of such
notification by the Agent to such Lender.

         "AGREEMENT" means this Second Amended and Restated Credit Agreement, as
it may be amended, restated or otherwise modified and in effect from time to
time.

         "AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting
principles as in effect in the United States as of the date of this Agreement,
applied in a manner consistent with that used in preparing the financial
statements of the Borrower referred to in Section 6.4(B)(1) hereof, provided,
however, that with respect to the calculation of financial ratios and other
financial tests required by this Agreement, "Agreement Accounting Principles"
means generally accepted accounting principles as in effect in the United States
as of the date of this Agreement, applied in a manner consistent with that used
in preparing the financial statements of the Borrower referred to in Section
6.4(A) hereof; provided, further, however, all pro forma financial statements
reflecting Acquisitions shall be prepared in accordance with the requirements
established by the Commission for acquisition accounting for reporting
acquisitions by public companies (whether or not such Acquisitions are required
to be publicly reported); provided, further, that no change in accounting
principles shall be made from those used in preparing the financial statements
referred to in Section 6.4 hereof, including, without limitation, with respect
to the nature or classification of accounts, closing proceedings, levels of
reserves, or levels of accruals other than as a result of objective changes in
the underlying business; provided, further, that for purposes of the preceding
clauses, "changes in accounting principles" or "changes in Agreement Accounting
Principles" includes all changes in accounting principles, policies, practices,
procedures, or methodologies with respect to financial statements, their
classification, or their display, as well as all changes in practices, methods,
conventions, or assumptions used in making accounting estimates.

         "ALTERNATE BASE RATE" means, for any day, a fluctuating rate of
interest per annum equal to the higher of (i) the Corporate Base Rate for such
day and (ii) the sum of (a) the Federal Funds Effective Rate for such day and
(b) one-half of one percent (0.5%) per annum.

         "ALTERNATE CURRENCY" shall mean (i) only so long as such currency
remains an Eligible Currency, Canadian Dollars and (ii) any other Eligible
Currency which the applicable Borrower





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requests the Alternate Currency Bank to include as an Alternate Currency
hereunder and which is acceptable to the Alternate Currency Bank and with
respect to which an Alternate Currency Addendum has been executed by an
Alternate Currency Borrower and the Alternate Currency Bank in connection
therewith.

         "ALTERNATE CURRENCY ADDENDUM" means an addendum substantially in the
form of Exhibit J with such modifications thereto as shall be approved by the
Alternate Currency Bank.

         "ALTERNATE CURRENCY BANK" means Bank One (or any Affiliate, branch or
agency thereof) to the extent it is party to an Alternate Currency Addendum. If
any agency, branch or Affiliate of Bank One shall be a party to an Alternate
Currency Addendum, such agency, branch or Affiliate shall, to the extent of any
commitment extended and any Loans made by it, have all the rights of Bank One
hereunder; provided, however, that Bank One shall to the exclusion of such
agency, branch or Affiliate, continue to have all the voting rights vested in it
by the terms hereof.

         "ALTERNATE CURRENCY BORROWER" means each of the Borrower's
Subsidiaries, whether now existing or hereafter formed, that is a party to an
Alternate Currency Addendum and its respective successors and assigns, including
a debtor-in-possession on behalf of such Alternate Currency Borrower.

         "ALTERNATE CURRENCY BORROWING" means any borrowing consisting of a Loan
made in an Alternate Currency.

         "ALTERNATE CURRENCY COMMITMENT" means, for the Alternate Currency Bank
for each Alternate Currency, the obligation of such Alternate Currency Bank to
make Alternate Currency Loans not exceeding the Dollar Amount set forth in the
applicable Alternate Currency Addendum, as such amount may be modified from time
to time pursuant to the terms of this Agreement and the applicable Alternate
Currency Addendum.

         "ALTERNATE CURRENCY INTEREST PERIOD" means, with respect to any
Alternate Currency Loan, the Interest Period as set forth on the applicable
Alternate Currency Addendum.

         "ALTERNATE CURRENCY LOAN" means any Loan denominated in an Alternate
Currency made by the Alternate Currency Bank to an Alternate Currency Borrower
pursuant to Section 2.21 and an Alternate Currency Addendum.

         "ALTERNATE CURRENCY RATE" means, for any day for any Alternate Currency
Loan, the per annum rate of interest selected by the applicable Alternate
Currency Borrower under and as set forth in the applicable Alternate Currency
Addendum.

         "APPLICABLE COMMITMENT FEE PERCENTAGE" means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under

Section 2.15(C)(i) hereof determined in accordance with the provisions of
Section 2.15(D)(ii) hereof.





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         "APPLICABLE EUROCURRENCY MARGIN" means, as at any date of
determination, the rate per annum then applicable to Eurocurrency Rate Loans
determined in accordance with the provisions of Section 2.15(D)(ii) hereof.

         "APPLICABLE FLOATING RATE MARGIN" means, as at any date of
determination, the rate per annum then applicable to Floating Rate Loans
determined in accordance with the provisions of Section 2.15(D)(ii) hereof.

         "APPLICABLE L/C FEE PERCENTAGE" means, as at any date of determination,
a rate per annum equal to the Applicable Eurocurrency Margin for Eurocurrency
Rate Loans in effect on such date.

         "APPROVED FUND" means, with respect to any Lender that is a fund or
commingled investment vehicle that invests in commercial loans, any other fund
that invests in commercial loans and is managed or advised by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.

         "APPROXIMATE EQUIVALENT AMOUNT" means any currency with respect to any
amount of Dollars shall mean the Equivalent Amount of such currency with respect
to such amount of Dollars at such date, rounded up to the nearest amount of such
currency as determined by the Agent from time to time.

         "ARRANGER" means Banc One Capital Markets, Inc., in its capacity as the
arranger for the loan transaction evidenced by this Agreement.

         "ASSIGNMENT AGREEMENT" means an assignment and acceptance agreement
entered into in connection with an assignment pursuant to Section 13.3 hereof in
substantially the form of Exhibit D.

         "ASSET SALE" means, with respect to any Person, the sale, lease,
conveyance, disposition or other transfer by such Person of any of its assets
(including by way of a sale-leaseback transaction, and including the sale or
other transfer of any of the Equity Interests of any Subsidiary of such Person)
to any Person other than the Borrower or any of its wholly-owned Subsidiaries
other than (i) the sale of Inventory in the ordinary course of business, (ii)
the sale or other disposition of any obsolete, excess, damaged or worn-out
Equipment disposed of in the ordinary course of business and (iii) leases of
personal property (including leases or licenses of intellectual property).

         "AUTHORIZED OFFICER" means any of the President, any Vice President or
Chief Financial Officer of the Borrower, acting singly.

         "BANK ONE" means Bank One, NA, having its principal office in Chicago,
Illinois, in its individual capacity, and its successors.

         "BENEFIT PLAN" means a defined benefit plan as defined in Section 3(35)
of ERISA (other than a Multiemployer Plan) in respect of which the Borrower or
any other member of the Controlled Group is, or within the immediately preceding
six (6) years was, an "employer" as defined in Section 3(5) of ERISA.









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<PAGE>   11


         "BORROWER" means Schawk, Inc., a Delaware corporation, together with
its successors and assigns, including a debtor-in-possession on behalf of the
Borrower, and "BORROWERS" shall mean, collectively, the Borrower and the
Alternate Currency Borrowers.

         "BORROWING DATE" means a date on which an Advance or Swing Line Loan is
made hereunder.

         "Borrowing/Conversion/Continuation Notice" is defined in Section 2.8
hereof.

         "BUSINESS DAY" means (i) with respect to any borrowing, payment or rate
selection of Loans bearing interest at the Eurocurrency Rate, a day (other than
a Saturday or Sunday) on which banks are open for business in Chicago, Illinois
and New York, New York and on which dealings in Dollars and the other Agreed
Currencies are carried on in the London interbank market and (ii) for all other
purposes a day (other than a Saturday or Sunday) on which banks are open for
business in Chicago, Illinois and New York, New York.

         "CANADIAN DOLLARS" OR "CDH" means the lawful currency of Canada.

         "CAPITAL EXPENDITURES" means, for any period, the aggregate of all
expenditures (whether or not paid in cash and including Capitalized Leases and
purchase money indebtedness) by the Borrower and its consolidated Subsidiaries
during that period that, in conformity with Agreement Accounting Principles, are
required to be included in or reflected by the property, plant, equipment or
similar fixed asset accounts reflected in the consolidated balance sheet of the
Borrower and its Subsidiaries; provided, however, that the term "Capital
Expenditures" shall not include (a) expenditures made in connection with the
replacement, substitution or restoration of assets (i) to the extent financed
from insurance proceeds paid on account of the loss of or damage to the assets
being replaced or restored or (ii) with awards of compensation arising from the
taking by eminent domain or condemnation of the assets being replaced; (b) the
purchase price of equipment that is purchased simultaneously with the trade-in
of existing equipment to the extent that the gross amount of such purchase price
is reduced by the credit granted by the seller of such equipment for the
equipment being traded in at such time; (c) the purchase of plant, property or
equipment made within one year of the sale of any asset to the extent purchased
with the proceeds of such sale; (d) the portion of the purchase price in
connection with any acquisition that would otherwise be included as additions to
property, plant or equipment; and (e) expenditures made in connection with any
acquisition.

         "CAPITAL STOCK" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person;
provided, however, that "Capital Stock" shall not include any debt securities
convertible into equity securities prior to such conversion.

         "CAPITALIZED LEASE" of a Person means any lease of property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.







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         "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be capitalized
on a balance sheet of such Person prepared in accordance with Agreement
Accounting Principles.

         "CASH EQUIVALENTS" means (i) marketable direct obligations issued or
unconditionally guaranteed by the governments of the United States and backed by
the full faith and credit of the United States government; (ii) domestic and
Eurocurrency certificates of deposit and time deposits, bankers' acceptances and
floating rate certificates of deposit issued by any commercial bank organized
under the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies (fully protected against
currency fluctuations for any such deposits with a term of more than ninety (90)
days); (iii) shares of money market, mutual or similar funds having assets in
excess of $100,000,000 and the investments of which are limited to investment
grade securities (i.e., securities rated at least Baa by Moody's Investors
Service, Inc. or at least BBB by Standard & Poor's Ratings Group); and (iv)
commercial paper of United States and foreign banks and bank holding companies
and their subsidiaries and United States and foreign finance, commercial
industrial or utility companies which, at the time of acquisition, are rated A-1
(or better) by Standard & Poor's Ratings Group or P-1 (or better) by Moody's
Investors Services, Inc.; provided that the maturities of such Cash Equivalents
shall not exceed three hundred sixty-five (365) days from the date of
acquisition thereof.

         "CHANGE" is defined in Section 4.2 hereof.

         "CHANGE OF CONTROL" means an event or series of events by which:

         (a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the exchange Act of 1934), becomes the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act of 1934, provided that a
person shall be deemed to have "beneficial ownership" of all securities that
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of
thirty-five percent (35%) or more of the combined voting power of the Borrower's
outstanding Capital Stock ordinarily having the right to vote at an election of
directors; or

         (b) the majority of the board of directors of the Borrower fails to
consist of Continuing Directors; or

         (c) the Borrower consolidates with or merges into another corporation
or conveys, transfers or leases all or substantially all of its property to any
Person, or any corporation consolidates with or merges into the Borrower, in
either event pursuant to a transaction in which the outstanding Capital Stock of
the Borrower is reclassified or changed into or exchanged for cash, securities
or other property; or

         (d) the Borrower shall cease to own and control at least eighty percent
(80%) of the economic and voting rights associated with all of the outstanding
Capital Stock of its existing Subsidiaries as of the Closing Date.

         "CLOSING DATE" means January 23, 1999.





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         "CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "COMMISSION" means the Securities and Exchange Commission of the United
States of America and any Person succeeding to the functions thereof.

         "CONSOLIDATED NET WORTH" means, at a particular date, all amounts which
would be included under shareholders' equity on the consolidated balance sheet
for the Borrower and its consolidated Subsidiaries determined in accordance with
Agreement Accounting Principles, plus an amount equal to any non-recurring
expenses related to the reorganization, restructuring and rationalization of the
Borrower and its Subsidiaries when and as charged to reduce net worth to the
extent charged during the first three years following any Permitted Acquisition
up to amounts not to be in excess of $5,000,000, on a pre-tax basis, with
respect to any Permitted Acquisition, or $10,000,000, on a pre-tax basis, in the
aggregate.

         "CONSOLIDATED TANGIBLE ASSETS" means the total assets of the Borrower
and its Subsidiaries on a consolidated basis (determined in accordance with
Agreement Accounting Principles), but excluding therefrom all items that are
treated as intangibles under Agreement Accounting Principles.

         "CONTAMINANT" means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, asbestos, polychlorinated biphenyls ("PCBS"), or any
constituent of any such substance or waste, and includes but is not limited to
these terms as defined in Environmental, Health or Safety Requirements of Law.

         "CONTINGENT OBLIGATION", as applied to any Person, means any
Contractual Obligation, contingent or otherwise, of that Person with respect to
any Indebtedness of another or other obligation or liability of another,
including, without limitation, any such Indebtedness, obligation or liability of
another directly or indirectly guaranteed, endorsed (otherwise than for
collection or deposit in the ordinary course of business), co-made or discounted
or sold with recourse by that Person, or in respect of which that Person is
otherwise directly or indirectly liable, including Contractual Obligations
(contingent or otherwise) arising through any agreement to purchase, repurchase,
or otherwise acquire such Indebtedness, obligation or liability or any security
therefor, or to provide funds for the payment or discharge thereof (whether in
the form of loans, advances, stock purchases, capital contributions or
otherwise), or to maintain solvency, assets, level of income, or other financial
condition, or to make payment other than for value received. The amount of any
Contingent Obligation shall be equal to the present value of the portion of the
obligation so guaranteed or otherwise supported, in the case of known recurring
obligations, and the maximum reasonably anticipated liability in respect of the
portion of the obligation so guaranteed or otherwise supported assuming such
Person is required to perform thereunder, in all other cases.

         "CONTINUING DIRECTOR" means, with respect to any Person as of any date
of determination, any member of the board of directors of such Person who (a)
was a member of such board of directors on the date of this Agreement, or (b)
was nominated for election or elected to such board of directors with the
approval of the Continuing Directors who were members of such board at the time
of such nomination or election.






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         "CONTRACTUAL OBLIGATION", as applied to any Person, means any provision
of any equity or debt securities issued by that Person or any indenture,
mortgage, deed of trust, security agreement, pledge agreement, guaranty,
contract, undertaking, agreement or instrument, in any case in writing, to which
that Person is a party or by which it or any of its properties is bound, or to
which it or any of its properties is subject.

         "CONTROLLED GROUP" means the group consisting of (i) any corporation
which is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as the Borrower; (ii) a partnership or
other trade or business (whether or not incorporated) which is under common
control (within the meaning of Section 414(c) of the Code) with the Borrower;
and (iii) a member of the same affiliated service group (within the meaning of
Section 414(m) of the Code) as the Borrower, any corporation described in clause
(i) above or any partnership or trade or business described in clause (ii)
above.

         "CONTROLLED SUBSIDIARY" of any Person means a Subsidiary of such Person
(i) ninety percent (90%) or more of the total Equity Interests or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more wholly-owned Subsidiaries of
such Person and (ii) of which such Person possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies, whether
through the ownership of voting securities, by agreement or otherwise.

         "CORPORATE BASE RATE" means the corporate base rate of interest
announced by Bank One from time to time, changing when and as said corporate
base rate changes.

         "CURE LOAN" is defined in Section 9.2(iii) hereof.

         "CUSTOMARY PERMITTED LIENS" means:

               (i) Liens (other than Environmental Liens and Liens in favor of
          the IRS or the PBGC) with respect to the payment of taxes, assessments
          or governmental charges in all cases which are not yet due or (if
          foreclosure, distraint, sale or other similar proceedings shall not
          have been commenced or any such proceeding after being commenced is
          stayed) which are being contested in good faith by appropriate
          proceedings properly instituted and diligently conducted and with
          respect to which adequate reserves or other appropriate provisions are
          being maintained in accordance with Agreement Accounting Principles;

               (ii) statutory Liens of landlords and Liens of suppliers,
          mechanics, carriers, materialmen, warehousemen or workmen and other
          similar Liens imposed by law created in the ordinary course of
          business for amounts not yet due or which are being contested in good
          faith by appropriate proceedings properly instituted and diligently
          conducted and with respect to which adequate reserves or other
          appropriate provisions are being maintained in accordance with
          Agreement Accounting Principles;

               (iii) Liens (other than Environmental Liens and Liens in favor of
          the IRS or the PBGC) incurred or deposits made in the ordinary course
          of business in connection with workers' compensation, unemployment
          insurance or other types of social security benefits or to secure the
          performance of bids, tenders, sales, contracts (other than for the
          repayment of borrowed money), surety, appeal and performance bonds;
          provided that (A) all such Liens do not in the aggregate materially
          detract from the value of the Borrower's or such Subsidiary's





                                       14
<PAGE>   15


          assets or property taken as a whole or materially impair the use
          thereof in the operation of the businesses taken as a whole, and (B)
          all Liens securing bonds to stay judgments or in connection with
          appeals do not secure at any time an aggregate amount exceeding
          $10,000,000;

               (iv) Liens arising with respect to zoning restrictions,
          easements, encroachments, licenses, reservations, covenants,
          rights-of-way, utility easements, building restrictions and other
          similar charges, restrictions or encumbrances on the use of real
          property which do not in any case materially detract from the value of
          the property subject thereto or materially interfere with the ordinary
          use or occupancy of the real property or with the ordinary conduct of
          the business of the Borrower or any of its Subsidiaries;

               (v) Liens of attachment or judgment with respect to judgments,
          writs or warrants of attachment, or similar process against the
          Borrower or any of its Subsidiaries which do not constitute a Default
          under Section 8.1(H) hereof; and

               (vi) any interest or title of the lessor in the property subject
          to any operating lease entered into by the Borrower or any of its
          Subsidiaries in the ordinary course of business.

         "DEFAULT" means an event described in Article VIII hereof.

         "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
that is ninety-one (91) days after the Revolving Loan Termination Date.

         "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

         "DOLLAR" and "$" means dollars in the lawful currency of the United
States of America.

         "DOLLAR AMOUNT" of any currency at any date shall mean (i) the amount
of such currency if such currency is Dollars or (ii) the Equivalent Amount of
Dollars if such currency is any currency other than Dollars.

         "DOMESTIC INCORPORATED SUBSIDIARY" means a Subsidiary of the Borrower
organized under the laws of a jurisdiction located in the United States of
America.

         "EBITDA" means, for any period, on a consolidated basis for the
Borrower and its Subsidiaries, the sum of the amounts for such period, without
duplication, of (i) Net Income, plus (ii) Interest Expense to the extent
deducted in computing Net Income, plus (iii) charges against income for foreign,
federal, state and local taxes to the extent deducted in computing Net Income,
plus (iv) depreciation expense to the extent deducted in computing Net Income,
plus (v) amortization expense, including, without limitation, amortization of
goodwill and other intangible assets to the extent deducted in computing Net
Income, plus (vi) other non-cash charges classified as long-term deferrals in
accordance with Agreement Accounting Principles to the extent deducted in
computing Net Income, plus (vii) other extraordinary non-cash charges to the
extent deducted in computing Net Income, minus (viii) other extraordinary
non-cash credits





                                       15
<PAGE>   16

to the extent added in computing Net Income, plus (ix) nonrecurring after-tax
losses (or minus nonrecurring after-tax gains), plus (x) an amount equal to the
amount of any reduction of Net Income for such period attributable to the
adjustment to the value of assets made in connection with any Permitted
Acquisition, plus (xi) an amount equal to any non-cash write-down of assets made
as a result of integration and rationalization related to acquisitions made at
any time within the first three fiscal years after the Closing Date plus (xii)
any non-recurring expenses related to the reorganization, restructuring and
rationalization of the Borrower and its Subsidiaries which are charged to
operating expenses when and as charged during the first three fiscal years
following any Permitted Acquisition up to amounts not to be in excess of
$5,000,000, on a pre-tax basis, with respect to any Permitted Acquisition, or
$10,000,000, on a pre-tax basis, in the aggregate, to the extent such charges
are deducted in computing Net Income. EBITDA shall be calculated on a pro forma
basis giving effect to acquisitions and Asset Sales on a last twelve (12)
months' basis.

         "EFFECTIVE DATE" means October 29, 1999.

         "ELIGIBLE CURRENCY" means any currency other than Dollars with respect
to which the Agent or the Borrower has not given notice in accordance with
Section 2.23 and that is readily available, freely traded, in which deposits are
customarily offered to banks in the London interbank market, convertible into
Dollars in the international interbank market available to the Lenders in such
market and as to which an Equivalent Amount may be readily calculated. If, after
the designation by the Lenders of any currency as an Agreed Currency or
Alternate Currency, currency control or other exchange regulations are imposed
in the country in which such currency is issued with the result that different
types of such currency are introduced, such country's currency is, in the
determination of the Agent, no longer readily available or freely traded or (ii)
as to which, in the determination of the Agent, an Equivalent Amount is not
readily calculable (each of clause (i) and (ii), a "DISQUALIFYING EVENT"), then
the Agent shall promptly notify the Lenders and the Borrower, and such country's
currency shall no longer be an Agreed Currency or Alternate Currency until such
time as the Disqualifying Event(s) no longer exist, but in any event within five
(5) Business Days of receipt of such notice from the Agent, the Borrower shall
repay all Loans in such currency to which the Disqualifying Event applies or
convert such Loan into Loans in Dollars or another Agreed Currency or Alternate
Currency, subject to the other terms contained in Articles II and IV.

         "ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF LAW" means all
Requirements of Law derived from or relating to foreign, federal, state and
local laws or regulations relating to or addressing pollution or protection of
the environment, or protection of worker health or safety, including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. Section 9601 et seq., the Occupational Safety and Health Act of
1970, 29 U.S.C. Section 651 et seq., and the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. Section 6901 et seq., in each case including any
amendments thereto, any successor statutes, and any regulations or guidance
promulgated thereunder, and any state or local equivalent thereof.

         "ENVIRONMENTAL LIEN" means a lien in favor of any Governmental
Authority for (a) any liability under Environmental, Health or Safety
Requirements of Law, or (b) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release or threatened Release of a
Contaminant into the environment.






                                       16
<PAGE>   17

         "ENVIRONMENTAL PROPERTY TRANSFER ACT" means any applicable requirement
of law that conditions, restricts, prohibits or requires any notification or
disclosure triggered by the closure of any property or the transfer, sale or
lease of any property or deed or title for any property for environmental
reasons, including, but not limited to, any so-called "Industrial Site Recovery
Act" or "Responsible Property Transfer Act."

         "EQUIPMENT" means all of the Borrower's present and future (i)
equipment, including, without limitation, machinery, manufacturing,
distribution, selling, data processing and office equipment, assembly systems,
tools, molds, dies, fixtures, appliances, furniture, furnishings, vehicles,
vessels, aircraft, aircraft engines, and trade fixtures, (ii) other tangible
personal property (other than the Borrower's Inventory), and (iii) any and all
accessions, parts and appurtenances attached to any of the foregoing or used in
connection therewith, and any substitutions therefor and replacements, products
and proceeds thereof.

         "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock). Equity Interests will not
include any Incentive Arrangements or obligations or payments thereunder.

         "EQUIVALENT AMOUNT" of any currency with respect to any amount of
Dollars at any date shall mean the equivalent in such currency of such amount of
Dollars, calculated on the basis of the arithmetic mean of the buy and sell spot
rates of exchange of the Agent or Alternate Currency Bank, as applicable, in the
London interbank market (or other market where the Agent's or Alternate Currency
Bank's, as applicable, foreign exchange operations in respect of such currency
are then being conducted) for such other currency at or about 11:00 a.m. (local
time) two (2) Business Days prior to the date on which such amount is to be
determined, rounded up to the nearest amount of such currency as determined by
the Alternate Currency Bank from time to time; provided, however, that if at the
time of any such determination, for any reason, no such spot rate is being
quoted, the Agent or Alternate Currency Bank's, as applicable, may use any
reasonable method it deems appropriate to determine such amount, and such
determination shall be conclusive absent manifest error.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

         "EURO" means the euro referred to in the Council Regulation (EC) No.
1103/97 dated 17 June 1997 passed by the Council of the European Union, or, if
different, the then lawful currency of the member states of the European Union
that participate in the third stage of the Economic and Monetary Union.

         "EUROCURRENCY BASE RATE" means, with respect to a Eurocurrency Rate
Loan for any specified Interest Period, either (i) the rate of interest per
annum equal to the rate for deposits in the applicable Agreed Currency in the
approximate amount of the pro rata share of the Agent of such Eurocurrency Rate
Advance with a maturity approximately equal to such Interest Period which
appears on Telerate Page 3740 or Telerate Page 3750, as applicable, or, if there
is more than one such rate, the average of such rates rounded to the nearest
1/100 of 1%, as of 11:00 a.m. (London time) two (2) Business Days prior to the
first day of such Interest Period or (ii) if no






                                       17
<PAGE>   18

such rate of interest appears on Telerate Page 3740 or Telerate Page 3750, as
applicable, for any specified Interest Period, the rate at which deposits in the
applicable Agreed Currency are offered by the Agent to first-class banks in the
London interbank market at approximately 11:00 a.m. (London time) two (2)
Business Days prior to the first day of such Interest Period, in the approximate
amount of the Pro Rata Share of Bank One of such Eurocurrency Rate Loan and
having a maturity approximately equal to such Interest Period, in each case, as
adjusted for Reserves. The terms "Telerate Page 3740" and "Telerate Page 3750"
mean the display designated as "Page 3740" and "Page 3750", as applicable, on
the Associated Press-Dow Jones Telerate Service (or such other page as may
replace Page 3740 or Page 3750, as applicable, on the Associated Press-Dow Jones
Telerate Service or such other service as may be nominated by the British
Bankers' Association as the information vendor for the purpose of displaying
British Bankers' Association interest rate settlement rates for the relevant
Agreed Currency). Any Eurocurrency Base Rate determined on the basis of the rate
displayed on Telerate Page 3740 or Telerate Page 3750 in accordance with the
foregoing provisions of this subparagraph shall be subject to corrections, if
any, made in such rate and displayed by the Associated Press-Dow Jones Telerate
Service within one hour of the time when such rate is first displayed by such
service.

         "EUROCURRENCY PAYMENT OFFICE" of the Agent shall mean, for each of the
Agreed Currencies, any agency, branch or Affiliate of the Agent, specified as
the "Eurocurrency Payment Office" for such Agreed Currency in Exhibit A-1 hereto
or such other agency, branch, Affiliate or correspondence bank of the Agent, as
it may from time to time specify to the Borrower and each Lender as its
Eurocurrency Payment Office.

         "EUROCURRENCY RATE" means, with respect to a Eurocurrency Rate Loan for
the relevant Interest Period, the Eurocurrency Base Rate applicable to such
Interest Period plus the then Applicable Eurocurrency Margin.

         "EUROCURRENCY RATE ADVANCE" means an Advance which bears interest at
the Eurocurrency Rate.

         "EUROCURRENCY RATE LOAN" means a Loan made on a fully syndicated basis
pursuant to Section 2.2, which bears interest at the Eurocurrency Rate.

         "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate per
annum 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 for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent in its sole
discretion.

         "FINANCING" means, with respect to any Person, the issuance or sale by
such Person of any Equity Interests of such Person or any Indebtedness
consisting of debt securities of such Person.






                                       18
<PAGE>   19

         "FIRREA" means the Financial Institutions Reform, Recovery, and
Enforcement Act of 1983, as amended, modified or supplemented from time to time.

         "FIXED CHARGE COVERAGE RATIO" is defined in Section 7.4(A) hereof.

         "FLOATING RATE" means, for any day for any Loan, a rate per annum equal
to the Alternate Base Rate for such day, changing when and as the Alternate Base
Rate changes, plus the then Applicable Floating Rate Margin.

         "FLOATING RATE ADVANCE" means an Advance which bears interest at the
Floating Rate.

         "FLOATING RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Floating Rate.

         "FOREIGN INCORPORATED SUBSIDIARY" means a Subsidiary of the Borrower
which is not a Domestic Incorporated Subsidiary.

         "FOREIGN SUBSIDIARY INVESTMENT" means the sum of (a) all intercompany
loans made on or after the Closing Date from either the Borrower or any Domestic
Incorporated Subsidiary to any Foreign Incorporated Subsidiary; (b) all
Investments made on or after the Closing Date by either the Borrower or any
Domestic Incorporated Subsidiary in any Foreign Incorporated Subsidiary; and (c)
an amount equal to the net benefit derived by the Foreign Incorporated
Subsidiaries resulting from any non-arms length transactions, or any other
transfer of assets conducted other than in the ordinary course of business,
between the Borrower and/or any Domestic Incorporated Subsidiary, on the one
hand, and such Foreign Incorporated Subsidiaries, on the other hand.

         "GOVERNMENTAL ACTS" is defined in Section 3.10(A) hereof.

         "GOVERNMENTAL AUTHORITY" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative authority or
functions of or pertaining to government, including any authority or other
quasi-governmental entity established to perform any of such functions.

         "GROSS NEGLIGENCE" means recklessness, or actions taken or omitted with
conscious indifference to or the complete disregard of consequences. Gross
Negligence does not mean the absence of ordinary care or diligence, or an
inadvertent act or inadvertent failure to act. If the term "gross negligence" is
used with respect to the Agent or any Lender or any indemnitee in any of the
other Loan Documents, it shall have the meaning set forth herein.

         "GUARANTY" means each of (i) those certain Guaranties executed from
time to time by each of the Domestic Incorporated Subsidiaries of the Borrower
in favor of the Agent for the benefit of itself and the Holders of Obligations
and, (ii) the guaranty by the Borrower of all of the Obligations of the
Alternate Currency Borrowers pursuant to this Agreement and the Alternate
Currency Addenda, in each case as amended, restated, supplemented or otherwise
modified from time to time, in substantially the form of Exhibit I attached
hereto.

         "HEDGING AGREEMENTS" is defined in Section 7.3(P) hereof.






                                       19
<PAGE>   20

         "HEDGING OBLIGATIONS" of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all
agreements, devices or arrangements designed to protect at least one of the
parties thereto from the fluctuations of interest rates, commodity prices,
exchange rates or forward rates applicable to such party's assets, liabilities
or exchange transactions, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants, and (ii) any and all
cancellations, buy backs, reversals, terminations or assignments of any of the
foregoing.

         "HOLDERS OF OBLIGATIONS" means the holders of the Obligations from time
to time and shall include their respective successors, transferees and assigns.

         "INCENTIVE ARRANGEMENTS" means any stock appreciation rights, "phantom"
stock plans, employment agreements, non-competition agreements, subscription and
stockholders agreements and other incentive and bonus plans and similar
arrangements made in connection with the retention of executives, officers or
employees of the Borrower.

         "INDEBTEDNESS" of a person means, without duplication, such person's
(i) obligations for borrowed money, including, without limitation, subordinated
indebtedness, (ii) obligations representing the deferred purchase price of
property or services (other than accounts payable arising in the ordinary course
of such person's business payable on terms customary in the trade and other than
earn-outs or other similar forms of contingent purchase prices), (iii)
obligations, whether or not assumed, secured by liens on or payable out of the
proceeds or production from property now or hereafter owned or acquired by such
person, (iv) obligations which are evidenced by notes, acceptances, or other
instruments, (v) Capitalized Lease Obligations, (vi) outstanding principal
balances (representing securitized but unliquidated assets) under asset
securitization agreements (including, without limitation, the outstanding
principal balance of accounts receivable under receivables transactions) and
(vii) the implied debt component of synthetic leases of which such person is
lessee or any other off-balance sheet financing arrangements (including, without
limitation, any such arrangements giving rise to any Off-Balance Sheet
Liabilities).

         "INDEMNIFIED MATTERS" is defined in Section 10.7(B) hereof.

         "INDEMNITEES" is defined in Section 10.7(B) hereof.

         "INTEREST EXPENSE" means, for any period, the total interest expense of
the Borrower and its consolidated Subsidiaries, whether paid or accrued
(including the interest component of Capitalized Leases, commitment fees and
fees for stand-by letters of credit, the discount with respect to asset
securitization agreements and the implied interest component of synthetic
leases), all as determined in conformity with Agreement Accounting Principles.
Interest Expense shall not include any interest which in accordance with
Agreement Accounting Principals has been capitalized.

         "INTEREST PERIOD" means, (i) any Alternate Currency Interest Period and
(ii) with respect to a Eurocurrency Rate Loan, a period of one (1), two (2),
three (3) months or six (6) months,





                                       20
<PAGE>   21

and, to the extent available to all of the Lenders, upon request of the
Borrower, and only if the Lenders, in their discretion, shall agree, twelve (12)
months, commencing on a Business Day selected by the Borrower on which a
Eurocurrency Rate Advance is made to the Borrower pursuant to this Agreement.
Such Interest Period shall end on (but exclude) the day which corresponds
numerically to such date one, two, three or six months and, if applicable,
twelve months thereafter; provided, however, that if there is no such
numerically corresponding day in such next, second, third or sixth and, if
applicable, twelfth succeeding month and, if applicable, twelfth succeeding
month, such Interest Period shall end on the last Business Day of such next,
second, third or sixth succeeding month. If an Interest Period would otherwise
end on a day which is not a Business Day, such Interest Period shall end on the
next succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

         "INVENTORY" shall mean any and all goods, including, without
limitation, goods in transit, wheresoever located, whether now owned or
hereafter acquired by the Borrower or any of its Subsidiaries, which are held
for sale or lease, furnished under any contract of service or held as raw
materials, work in process or supplies, and all materials used or consumed in
the business of Borrower or any of its Subsidiaries, and shall include all
right, title and interest of the Borrower or any of its Subsidiaries in any
property the sale or other disposition of which has given rise to Receivables
and which has been returned to or repossessed or stopped in transit by the
Borrower or any of its Subsidiaries.

         "INVESTMENT" means, with respect to any Person, (i) any purchase or
other acquisition by that Person of any Indebtedness, Equity Interests or other
securities, or of a beneficial interest in any Indebtedness, Equity Interests or
other securities, issued by any other Person, (ii) any purchase by that Person
of all or substantially all of the assets of a business (whether of a division,
branch, unit operation, or otherwise) conducted by another Person, and (iii) any
loan, advance (other than deposits with financial institutions available for
withdrawal on demand, prepaid expenses, accounts receivable, advances to
employees and similar items made or incurred in the ordinary course of business)
or capital contribution by that Person to any other Person, including all
Indebtedness to such Person arising from a sale of property by such Person other
than in the ordinary course of its business.

         "IRS" means the Internal Revenue Service and any Person succeeding to
the functions thereof.

         "ISSUING BANKS" means Bank One or any of its Affiliates in its separate
capacity as an issuer of Letters of Credit pursuant to Section 3.1. The
designation of any Lender as an Issuing Bank after the date hereof shall be
subject to the prior written consent of the Agent.

         "LAST TWELVE-MONTH PERIOD" is defined in Section 7.4(A) hereof.

         "L/C DOCUMENTS" is defined in Section 3.4 hereof.

         "L/C DRAFT" means a draft drawn on an Issuing Bank pursuant to a Letter
of Credit.

         "L/C INTEREST" shall have the meaning ascribed to such term in Section
3.6 hereof.






                                       21
<PAGE>   22

         "L/C OBLIGATIONS" means, without duplication, an amount equal to the
sum of (i) the aggregate of the Dollar Amount then available for drawing under
each of the Letters of Credit, (ii) the Dollar Amount equal to the face amount
of all outstanding L/C Drafts corresponding to the Letters of Credit, which L/C
Drafts have been accepted by the applicable Issuing Bank, (iii) the aggregate
outstanding Dollar Amount of all Reimbursement Obligations at such time and (iv)
the aggregate Dollar Amount equal to the face amount of all Letters of Credit
requested by the Borrower but not yet issued (unless the request for an unissued
Letter of Credit has been denied).

         "LENDERS" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns.

         "LENDING INSTALLATION" means, with respect to a Lender or the Agent,
any office, branch, subsidiary or affiliate of such Lender or the Agent.

         "LETTER OF CREDIT" means the letters of credit to be (a) issued by the
Issuing Banks pursuant to Section 3.1 hereof or (b) deemed issued by the Issuing
Banks pursuant to Section 3.2 hereof.

         "LEVERAGE RATIO" is defined in Section 7.4(B) hereof.

         "LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, the interest of a vendor or lessor
under any conditional sale, Capitalized Lease or other title retention
agreement).

         "LOAN(S)" means, with respect to a Lender, such Lender's portion of any
Advance made pursuant to Section 2.2 hereof, as applicable, and in the case of
the Swing Line Bank, any Swing Line Loan made pursuant to Section 2.3 hereof,
and in the case of any Alternate Currency Loan, any Alternate Currency Loan made
pursuant to Section 2.21 and the applicable Alternate Currency Addendum, and
collectively, all Revolving Loans, Swing Line Loans and Alternate Currency
Loans.

         "LOAN ACCOUNT" is defined in Section 2.13(A) hereof.

         "LOAN DOCUMENTS" means this Agreement, each Alternate Currency
Addendum, that certain Letter Agreement, dated as of January 19, 1999, by and
among the Borrower, the Agent and the Arranger, and all other documents,
instruments, notes and agreements executed in connection therewith or
contemplated thereby, as the same may be amended, restated or otherwise modified
and in effect from time to time.

         "MARGIN STOCK" shall have the meaning ascribed to such term in
Regulation U.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect upon (a) the
business, condition (financial or otherwise), operations, performance,
properties or prospects of the Borrower, or the Borrower and its Subsidiaries,
taken as a whole, (b) the collective ability of the Borrower or any of its
Subsidiaries to perform their respective obligations under the Loan Documents in
any material respect, or (c) the ability of the Lenders or the Agent to enforce
in any material respect the Obligations.






                                       22
<PAGE>   23

         "MAXIMUM EUROCURRENCY AMOUNT" means $15,000,000 or such other greater
amount as the Borrower may from time to time designate in writing to the Agent
provided such designated amount shall be agreed to by the Required Lenders.

         "MEASUREMENT PERIOD" is defined in Section 7.4(A) hereof.

         "MULTIEMPLOYER PLAN" means a "Multiemployer Plan" as defined in Section
4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years
was, contributed to by either the Borrower or any member of the Controlled
Group.

         "NATIONAL CURRENCY UNIT" means the unit of currency (other than a euro
unit) of each member state of the European Union that participates in the third
stage of Economic and Monetary Union.

         "NET CASH PROCEEDS" means, with respect to any Asset Sale or Financing
by any Person, (a) cash or Cash Equivalents (freely convertible into Dollars)
received by such Person or any Subsidiary of such Person from such Asset Sale
(including cash received as consideration for the assumption or incurrence of
liabilities incurred in connection with or in anticipation of such Asset Sale)
or Financing, after (i) provision for all income or other taxes measured by or
resulting from such Asset Sale or Financing, (ii) payment of all brokerage
commissions and other fees and expenses and commissions related to such Asset
Sale or Financing, (iii) repayment of Indebtedness (and any premium or penalty
thereon) secured by a Lien on any asset disposed of in such Asset Sale or which
is or may be required (by the express terms of the instrument governing such
Indebtedness or by applicable law) to be repaid in connection with such Asset
Sale (including payments made to obtain or avoid the need for the consent of any
holder of such Indebtedness), and (iv) deduction of appropriate amounts to be
provided by such Person or a Subsidiary of such Person as a reserve, in
accordance with Agreement Accounting Principles, against any liabilities
associated with the assets sold or disposed of in such Asset Sale and retained
by such Person or a Subsidiary of such Person after such Asset Sale, including,
without limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with the assets sold or disposed of in such Asset Sale;
and (b) cash or Cash Equivalents payments in respect of any other consideration
received by such Person or any Subsidiary of such Person from such Asset Sale or
Financing upon receipt of such cash payments by such Person or such Subsidiary.

         "NET INCOME" means, for any period, the net income (or loss) after
taxes of the Borrower and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with
Agreement Accounting Principles.

         "NON PRO RATA LOAN" is defined in Section 9.2 hereof.

         "NOTICE OF ASSIGNMENT" is defined in Section 13.3(B) hereof.

         "OBLIGATIONS" means all Loans, L/C Obligations, advances, debts,
liabilities, obligations, covenants and duties owing by the Borrowers or any of
their Subsidiaries to the Agent, any Lender, the Swing Line Bank, the Arranger,
any Affiliate of the Agent or any Lender, any Issuing Bank or any Indemnitee, of
any kind or nature, present or future, arising under this Agreement, the L/C
Documents, any Alternate Currency Addendum or any other Loan





                                       23
<PAGE>   24

Document, whether or not evidenced by any note, guaranty or other instrument,
whether or not for the payment of money, whether arising by reason of an
extension of credit, loan, guaranty, indemnification, or in any other manner,
whether direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now existing or hereafter arising and however
acquired. The term includes, without limitation, all interest, charges,
expenses, fees, reasonable attorneys' fees and disbursements, reasonable
paralegals' fees (in each case whether or not allowed), and any other sum
chargeable to the Borrower or any of its Subsidiaries under this Agreement or
any other Loan Document.

         "OFF-BALANCE SHEET LIABILITIES" of a Person means (a) any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to accounts or notes receivable sold by such Person or any of its Subsidiaries,
(b) any liability of such Person or any of its Subsidiaries under any sale and
leaseback transactions which do not create a liability on the consolidated
balance sheet of such Person, (c) any liability of such Person or any of its
Subsidiaries under any financing lease or so-called "synthetic" lease
transaction, or (d) any obligations of such Person or any of its Subsidiaries
arising with respect to any other transaction which is the functional equivalent
of or takes the place of borrowing but which does not constitute a liability on
the consolidated balance sheets of such Person and its Subsidiaries.

         "OTHER TAXES" is defined in Section 2.15(E)(ii) hereof.

         "PARTICIPANTS" is defined in Section 13.2(A) hereof.

         "PAYMENT DATE" means the last Business Day of each month.

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

         "PERMITTED ACQUISITION" is defined in Section 7.3(G) hereof.

         "PERMITTED EXISTING CONTINGENT OBLIGATIONS" means the Contingent
Obligations of the Borrower and its Subsidiaries identified as such on Schedule
1.1.4 to this Agreement.

         "PERMITTED EXISTING INDEBTEDNESS" means the Indebtedness of the
Borrower and its Subsidiaries identified as such on Schedule 1.1.1 to this
Agreement.

         "PERMITTED EXISTING INVESTMENTS" means the Investments of the Borrower
and its Subsidiaries identified as such on Schedule 1.1.2 to this Agreement.

         "PERMITTED EXISTING LIENS" means the Liens on assets of the Borrower
and its Subsidiaries identified as such on Schedule 1.1.3 to this Agreement.

         "PERMITTED FOREIGN SUBSIDIARY INVESTMENT AMOUNT" means the sum of (i)
$25,000,000 plus (ii) Investments in Foreign Incorporated Subsidiaries made in
compliance with Section 7.3(D)(xi).

         "PERMITTED PURCHASE MONEY INDEBTEDNESS" is defined in Section
7.3(A)(vii) hereof.

         "PERMITTED REFINANCING INDEBTEDNESS" means any replacement, renewal,
refinancing or extension of any Indebtedness permitted by this Agreement that
(i) does not exceed the aggregate





                                       24
<PAGE>   25

principal amount (plus accrued interest and any applicable premium and
associated fees and expenses) of the Indebtedness being replaced, renewed,
refinanced or extended, (ii) does not have a Weighted Average Life to Maturity
at the time of such replacement, renewal, refinancing or extension that is less
than the Weighted Average Life to Maturity of the Indebtedness being replaced,
renewed, refinanced or extended, (iii) does not rank at the time of such
replacement, renewal, refinancing or extension senior to the Indebtedness being
replaced, renewed, refinanced or extended, and (iv) does not contain terms
(including, without limitation, terms relating to security, amortization,
interest rate, premiums, fees, covenants, event of default and remedies)
materially less favorable to the Borrower or to the Lenders than those
applicable to the Indebtedness being replaced, renewed, refinanced or extended.

         "PERSON" means any individual, corporation, firm, enterprise,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, limited liability company or other entity of any kind, or
any government or political subdivision or any agency, department or
instrumentality thereof.

         "PLAN" means an employee benefit plan defined in Section 3(3) of ERISA,
other than a Multiemployer Plan, in respect of which the Borrower or any member
of the Controlled Group is, or within the immediately preceding six (6) years
was, an "employer" as defined in Section 3(5) of ERISA.

         "PRO RATA SHARE" means, with respect to any Lender, the percentage
obtained by dividing (x) such Lender's Revolving Loan Commitment at such time
(in each case, as adjusted from time to time in accordance with the provisions
of this Agreement) by (y) the Aggregate Revolving Loan Commitment at such time;
provided, however, if all of the Revolving Loan Commitments are terminated
pursuant to the terms of this Agreement, then "Pro Rata Share" means the
percentage obtained by dividing (x) the sum of (A) such Lender's Revolving
Loans, plus (B) such Lender's share of the obligations to purchase
participations in Swing Line Loans, Alternate Currency Loans and Letters of
Credit, by (y) the sum of (A) the aggregate outstanding amount of all Revolving
Loans, plus (B) the aggregate outstanding amount of all Swing Line Loans, all
Alternate Currency Loans and all Letters of Credit.

         "PURCHASERS" is defined in Section 13.3(A) hereof.

         "RATE OPTION" means the Eurocurrency Rate or the Floating Rate or the
Alternate Currency Rate, as applicable.

         "RECEIVABLE(S)" means and includes all of the Borrower's presently
existing and hereafter arising or acquired accounts, accounts receivable, and
all present and future rights of the Borrower to payment for goods sold or
leased or for services rendered (except those evidenced by instruments or
chattel paper), whether or not they have been earned by performance, and all
rights in any merchandise or goods which any of the same may represent, and all
rights, title, security and guaranties with respect to each of the foregoing,
including, without limitation, any right of stoppage in transit.

         "REGISTER" is defined in Section 13.3(C) hereof.







                                       25
<PAGE>   26

         "REGULATION T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stock (as defined therein).

         "REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks, non-banks and non-broker lenders for the purpose
of purchasing or carrying Margin Stock applicable to member banks of the Federal
Reserve System.

         "REGULATION X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

         "REIMBURSEMENT OBLIGATION" is defined in Section 3.7 hereof.

         "RELEASE" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment, including the movement of Contaminants
through or in the air, soil, surface water or groundwater.

         "RENTALS" of a Person means the aggregate fixed amounts payable by such
Person under any lease of real or personal property that has an initial or
remaining non-cancelable lease term in excess of one year but does not include
any amounts payable under Capitalized Leases of such Person.

         "REPLACEMENT LENDER" is defined in Section 2.20 hereof.

         "REPORTABLE EVENT" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within thirty (30)
days after such event occurs, provided, however, that a failure to meet the
minimum funding standards of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

         "REQUIRED LENDERS" means Lenders whose Pro Rata Shares, in the
aggregate, are greater than fifty percent (50%); provided, however, that, if any
of the Lenders shall have failed to fund its Pro Rata Share of (i) any Revolving
Loan requested by the Borrower, (ii) any Revolving Loan required to be made in
connection with reimbursement for any L/C Obligations, (iii) any participation
in any Alternate Currency Loan pursuant to Section 2.21(E), or (iv) any Swing
Line Loan as requested by the Agent, which such Lenders are obligated to fund
under the terms of this Agreement, and any such failure has not been cured, then
for so long as such failure continues, "REQUIRED LENDERS" means Lenders
(excluding all Lenders whose failure to fund their respective Pro Rata Shares of
such Revolving Loans or Swing Line Loans or Alternate Currency Loans has not
been so cured) whose Pro Rata Shares represent greater than fifty percent (50%)
of




                                       26
<PAGE>   27


the aggregate Pro Rata Shares of such Lenders; provided further, however, that,
if the Revolving Loan Commitments have been terminated pursuant to the terms of
this Agreement, "REQUIRED LENDERS" means Lenders (without regard to such
Lenders' performance of their respective obligations hereunder) whose aggregate
ratable shares (stated as a percentage) of the aggregate outstanding principal
balance of all Loans and L/C Obligations are greater than fifty percent (50%);
provided, further, however, that if any Lender shall have a Pro Rata Share or
aggregate ratable share (stated as a percentage), as applicable, greater than
fifty percent (50%), "Required Lenders" shall mean such Lender plus at least one
additional Lender.

         "REQUIREMENTS OF LAW" means, as to any Person, the charter and by-laws
or other organizational or governing documents of such Person, and any law, rule
or regulation, or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject
including, without limitation, the Securities Act of 1933, the Securities
Exchange Act of 1934, Regulations T, U and X, ERISA, the Fair Labor Standards
Act, the Worker Adjustment and Retraining Notification Act, Americans with
Disabilities Act of 1990, and any certificate of occupancy, zoning ordinance,
building, environmental or land use requirement or permit or environmental,
labor, employment, occupational safety or health law, rule or regulation,
including Environmental, Health or Safety Requirements of Law.

         "RESERVES" shall mean the maximum reserve requirement, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor) with
respect to "Eurocurrency liabilities" or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Eurocurrency Rate Loans is determined or category of extensions of credit or
other assets which includes loans by a non-United States office of any Lender to
United States residents.

         "RESTRICTED PAYMENT" means (i) any dividend or other distribution,
direct or indirect, on account of any Equity Interests of the Borrower now or
hereafter outstanding, except a dividend payable solely in the Borrower's
Capital Stock (other than Disqualified Stock) or in options, warrants or other
rights to purchase such Capital Stock, (ii) any redemption, retirement, purchase
or other acquisition for value, direct or indirect, of any Equity Interests of
the Borrower or any of its Subsidiaries now or hereafter outstanding, other than
in exchange for, or out of the proceeds of, the substantially concurrent sale
(other than to a Subsidiary of the Borrower) of other Equity Interests of the
Borrower (other than Disqualified Stock), (iii) any redemption, purchase,
retirement, defeasance, prepayment or other acquisition for value, direct or
indirect, of any Indebtedness subordinated to the Obligations, and (iv) any
payment of a claim for the rescission of the purchase or sale of, or for
material damages arising from the purchase or sale of, any Indebtedness (other
than the Obligations) or any Equity Interests of the Borrower, or any of its
Subsidiaries, or of a claim for reimbursement, indemnification or contribution
arising out of or related to any such claim for damages or rescission.

         "REVOLVING CREDIT AVAILABILITY" means, at any particular time, the
amount by which (x) the Aggregate Revolving Loan Commitment at such time exceeds
(y) the Dollar Amount of the Revolving Credit Obligations outstanding at such
time.

         "REVOLVING CREDIT OBLIGATIONS" means, at any particular time, the sum
of (i) the outstanding principal Dollar Amount of the Revolving Loans at such
time, plus (ii) the






                                       27
<PAGE>   28

outstanding principal amount of the Swing Line Loans at such time, plus (iii)
the outstanding L/C Obligations at such time, plus (iv) the Dollar Amount of the
outstanding principal amount of the Alternate Currency Loans at such time.

         "REVOLVING LOAN" is defined in Section 2.2 hereof.

         "REVOLVING LOAN COMMITMENT" means, for each Lender, the obligation of
such Lender to make Revolving Loans and to purchase participations in Letters of
Credit and to participate in Swing Line Loans and Alternate Currency Loans not
exceeding the amount set forth on Exhibit A to this Agreement opposite its name
thereon under the heading "Revolving Loan Commitment" or the signature page of
the assignment and acceptance by which it became a Lender, as such amount may be
modified from time to time pursuant to the terms of this Agreement or to give
effect to any applicable assignment and acceptance.

         "REVOLVING LOAN TERMINATION DATE" means May 7, 2004.

         "RISK-BASED CAPITAL GUIDELINES" is defined in Section 4.2 hereof.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time.

         "SINGLE EMPLOYER PLAN" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

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

               (i) the fair value of its assets (both at fair valuation and at
          present fair saleable value) is equal to or in excess of the total
          amount of its liabilities, including, without limitation, contingent
          liabilities; and

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

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

With respect to contingent liabilities (such as litigation, guarantees and
pension plan liabilities), such liabilities shall be computed at the amount
which, in light of all the facts and circumstances existing at the time,
represent the amount which can be reasonably be expected to become an actual or
matured liability.

         "SUBSIDIARY" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, association, joint venture or similar business
organization more than fifty percent (50%) of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
means a Subsidiary of the Borrower.







                                       28
<PAGE>   29

         "SWING LINE BANK" means Bank One or any other Lender as a successor
Swing Line Bank pursuant to the terms hereof.

         "SWING LINE COMMITMENT" means the obligation of the Swing Line Bank to
make Swing Line Loans up to a maximum principal amount of $15,000,000 at any one
time outstanding.

         "SWING LINE LOAN" means a Loan made available to the Borrower by the
Swing Line Bank pursuant to Section 2.3 hereof.

         "TAXES" is defined in Section 2.15(E)(i) hereof.

         "TERMINATION DATE" means the earlier of (a) the Revolving Loan
Termination Date, and (b) the date of termination in whole of the Aggregate
Revolving Loan Commitment pursuant to Section 2.6 hereof or the Revolving Loan
Commitments pursuant to Section 9.1 hereof.

         "TERMINATION EVENT" means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of the Borrower or any member of the
Controlled Group from a Benefit Plan during a plan year in which the Borrower or
such Controlled Group member was a "substantial employer" as defined in Section
4001(a)(2) of ERISA or the cessation of operations which results in the
termination of employment of twenty percent (20%) of Benefit Plan participants
who are employees of the Borrower or any member of the Controlled Group; (iii)
the imposition of an obligation on the Borrower or any member of the Controlled
Group under Section 4041 of ERISA to provide affected parties written notice of
intent to terminate a Benefit Plan in a distress termination described in
Section 4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to
terminate a Benefit Plan; (v) any event or condition which might constitute
grounds under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Benefit Plan; or (vi) the partial or complete
withdrawal of the Borrower or any member of the Controlled Group from a
Multiemployer Plan.

         "TRANSFEREE" is defined in Section 13.5 hereof.

         "TYPE" means, with respect to any Loan, its nature as a Floating Rate
Loan or a Eurocurrency Rate Loan.

         "UNFUNDED LIABILITIES" means (i) in the case of Single Employer Plans,
the amount (if any) by which the present value of all vested nonforfeitable
benefits under all Single Employer Plans exceeds the fair market value of all
such Plan assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plans, and (ii) in the case of Multiemployer
Plans, the withdrawal liability that would be incurred by the Controlled Group
if all members of the Controlled Group completely withdrew from all
Multiemployer Plans.

         "UNMATURED DEFAULT" means an event which, but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "WEIGHTED AVERAGE LIFE TO MATURITY" means when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by






                                       29
<PAGE>   30

(b) the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (ii) the then outstanding
principal amount of such Indebtedness.

         "WORKING CAPITAL" means, as at any date of determination and in
conformity with Agreement Accounting Principles, the excess, if any, of (i) the
Borrower's consolidated current assets, except cash and Cash Equivalents, over
(ii) the Borrower's consolidated current liabilities, except current maturities
of long-term Indebtedness and Revolving Credit Obligations as of such date and
all accrued interest as of such date.

         "YEAR 2000 ISSUES" means, with respect to any Person, anticipated
costs, problems and uncertainties associated with the inability of certain
computer applications and imbedded systems to effectively handle data, including
dates, prior to, on and after January 1, 2000, as it affects the business,
operations, and financial condition of such Person, and such Person's customers,
suppliers and vendors.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms. Any accounting terms used in
this Agreement which are not specifically defined herein shall have the meanings
customarily given them in accordance with generally accepted accounting
principles in existence as of the date hereof.

         1.2 References. Any references to Subsidiaries of the Borrower set
forth herein shall (i) with respect to representations and warranties which deal
with historical matters be deemed to include the Borrower and its Subsidiaries
shall not in any way be construed as consent by the Agent or any Lender to the
establishment, maintenance or acquisition of any Subsidiary, except as may
otherwise be permitted hereunder.

         1.3 Supplemental Disclosure. At any time at the request of the Agent
and at such additional times as the Borrower determines, the Borrower shall
supplement each schedule or representation herein or in the other Loan Documents
with respect to any matter hereafter arising which, if existing or occurring at
the date of this Agreement, would have been required to be set forth or
described in such schedule or as an exception to such representation or which is
necessary to correct any information in such schedule or representation which
has been rendered inaccurate thereby. Unless any such supplement to such
schedule or representation discloses the existence or occurrence of events,
facts or circumstances which are not prohibited by the terms of this Agreement
or any other Loan Documents, such supplement to such schedule or representation
shall not be deemed an amendment thereof unless expressly consented to in
writing by Agent and the Required Lenders, and no such amendments, except as the
same may be consented to in a writing which expressly includes a waiver, shall
be or be deemed a waiver by the Agent or any Lender of any Default disclosed
therein.

         1.4. Rounding and Other Consequential Changes. Without prejudice to any
method of conversion or rounding prescribed by any legislative measures of the
Council of the European Union, each reference in this Agreement to a fixed
amount or to fixed amounts in a National Currency Unit to be paid to or by the
Agent shall be replaced by a reference to such comparable and convenient fixed
amount or fixed amounts in the euro as the Agent may from time to time specify
unless such National Currency Unit remains available and the Borrower and the
Agent agree to use such National Currency Unit instead of the euro.






                                       30
<PAGE>   31

ARTICLE II: REVOLVING LOAN FACILITIES

         2.1. [Reserved].

         2.2 Revolving Loans. (A) Upon the satisfaction of the conditions
precedent set forth in Sections 5.1 and 5.2, as applicable, from and including
the Closing Date and prior to the Termination Date, each Lender severally and
not jointly agrees, on the terms and conditions set forth in this Agreement, to
make revolving loans to the Borrower from time to time, in Dollars or
Eurocurrency Loans in any Agreed Currency, in a Dollar Amount not to exceed such
Lender's Pro Rata Share of Revolving Credit Availability at such time (each
individually, a "REVOLVING LOAN" and, collectively, the "REVOLVING LOANS");
provided, however, at no time shall the Dollar Amount of the Revolving Credit
Obligations exceed the Aggregate Revolving Loan Commitment; provided, further,
however, that upon giving effect to each Advance, the aggregate outstanding
principal Dollar Amount of all Eurocurrency Rate Advances in Agreed Currencies
other than Dollars and all L/C Obligations in Agreed Currencies other than
Dollars and all Alternate Currency Loans shall not exceed the Maximum
Eurocurrency Amount at any time prior to the Termination Date; provided,
further, however, that upon giving effect to each Advance, the aggregate
outstanding principal Dollar Amount of all Alternate Currency Loans in Canadian
Dollars shall not exceed $5,000,000. Subject to the terms of this Agreement, the
Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the
Termination Date. The Revolving Loans made on the Closing Date or on or before
the third (3rd) Business Day thereafter shall initially be Floating Rate Loans
and thereafter may be continued as Floating Rate Loans or converted into
Eurocurrency Rate Loans in the manner provided in Section 2.10 and subject to
the other conditions and limitations therein set forth and set forth in this
Article II and set forth in the definition of Interest Period. Revolving Loans
made after the third (3rd) Business Day after the Closing Date shall be, at the
option of the Borrower, selected in accordance with Section 2.10, either
Floating Rate Loans or Eurocurrency Rate Loans. On the Termination Date, the
Borrower shall repay in full the outstanding principal balance of the Revolving
Loans. Each Advance under this Section 2.2 shall consist of Revolving Loans made
by each Lender ratably in proportion to such Lender's respective Pro Rata Share.
Subject to the terms and conditions hereof, during the term of this Agreement,
the Alternate Currency Bank hereby agrees to make Alternate Currency Loans to
the Alternate Currency Borrowers pursuant to the applicable Alternate Currency
Addendum as the applicable Alternate Currency Borrower may from time to time
request pursuant to Section 2.21 and the applicable Alternate Currency Addendum.

         (B) Borrowing/Conversion/Continuation Notice. The Borrower shall
deliver to the Agent a Borrowing/Conversion/Continuation Notice, signed by it,
in accordance with the terms of Section 2.8. The Agent shall promptly notify
each Lender with a Revolving Loan Commitment greater than zero of such request.

         (C) Making of Revolving Loans. Promptly after receipt of the
Borrowing/Conversion/Continuation Notice under Section 2.8 in respect of
Revolving Loans, the Agent shall notify each Lender with a Revolving Loan
Commitment greater than zero by telex or telecopy, or other similar form of
transmission, of the requested Revolving Loan. Each Lender with a Revolving Loan
Commitment greater than zero shall make available its Revolving Loan in
accordance with the terms of Section 2.7. The Agent will promptly make the funds
so received from the Lenders available to the Borrower at the Agent's office in
Chicago, Illinois on





                                       31
<PAGE>   32

the applicable Borrowing Date and shall disburse such proceeds in accordance
with the Borrower's disbursement instructions set forth in such
Borrowing/Conversion/Continuation Notice. The failure of any Lender to deposit
the amount described above with the Agent on the applicable Borrowing Date shall
not relieve any other Lender of its obligations hereunder to make its Revolving
Loan on such Borrowing Date.

         2.3 Swing Line Loans. (A) Amount of Swing Line Loans. Upon the
satisfaction of the conditions precedent set forth in Section 5.1 and 5.2, as
applicable, from and including the Closing Date and prior to the Termination
Date, the Swing Line Bank agrees, on the terms and conditions set forth in this
Agreement, to make swing line loans to the Borrower from time to time, in
Dollars, in an amount not to exceed the Swing Line Commitment (each,
individually, a "SWING LINE LOAN" and collectively, the "SWING LINE LOANS");
provided, however, at no time shall the Dollar Amount of the Revolving Credit
Obligations exceed the Aggregate Revolving Loan Commitment; and provided,
further, that at no time shall the sum of (a) the Swing Line Lender's Pro Rata
Share of the Swing Line Loans, plus (b) the outstanding Dollar Amount of
Revolving Loans made by the Swing Line Bank pursuant to Section 2.2, exceed the
Swing Line Bank's Revolving Loan Commitment at such time. Subject to the terms
of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans
at any time prior to the Termination Date.

         (B) Borrowing/Conversion/Continuation Notice. The Borrower shall
deliver to the Agent and the Swing Line Bank a Borrowing/Conversion/Continuation
Notice, signed by it, not later than 2:00 p.m. (Chicago time) on the Borrowing
Date of each Swing Line Loan, specifying (i) the applicable Borrowing Date
(which date shall be a Business Day and which may be the same date as the date
the Borrowing/Conversion/Continuation Notice is given), and (ii) the aggregate
amount of the requested Swing Line Loan which shall be an amount not less than
$200,000. The Swing Line Loans shall at all times be Floating Rate Loans.

         (C) Making of Swing Line Loans. Promptly after receipt of the
Borrowing/Conversion/ Continuation Notice under Section 2.3(B) in respect of
Swing Line Loans, the Agent shall notify each Lender by telex or telecopy, or
other similar form of transmission, of the requested Swing Line Loan. Not later
than 3:00 p.m. (Chicago time) on the applicable Borrowing Date, the Swing Line
Bank shall make available its Swing Line Loan, in funds immediately available in
Chicago to the Agent at its address specified pursuant to Article XIV. The Agent
will promptly make the funds so received from the Swing Line Bank available to
the Borrower on the Borrowing Date at the Agent's aforesaid address.

         (D) Repayment of Swing Line Loans. Each Swing Line Loan shall be paid
in full by the Borrower on or before the fifth (5th) Business Day after the
Borrowing Date for such Swing Line Loan. The Borrower may at any time pay,
without penalty or premium, all outstanding Swing Line Loans or, in a minimum
amount of $200,000 and increments of $100,000 in excess thereof, any portion of
the outstanding Swing Line Loans, upon notice to the Agent and the Swing Line
Bank. In addition, the Agent (i) may at any time in its sole discretion with
respect to any outstanding Swing Line Loan, or (ii) shall on the fifth (5th)
Business Day after the Borrowing Date of any Swing Line Loan, require each
Lender (including the Swing Line Bank) to make a Revolving Loan in the amount of
such Lender's Pro Rata Share of such Swing Line Loan, for the purpose of
repaying such Swing Line Loan. Not later than 2:00 p.m. (Chicago time) on the
date of any notice received pursuant to this Section 2.3(D), each Lender shall
make available its



                                       32
<PAGE>   33

required Revolving Loan or Revolving Loans, in funds immediately available in
Chicago to the Agent at its address specified pursuant to Article XIV. Revolving
Loans made pursuant to this Section 2.3(D) shall initially be Floating Rate
Loans and thereafter may be continued as Floating Rate Loans or converted into
Eurocurrency Rate Loans in the manner provided in Section 2.10 and subject to
the other conditions and limitations therein set forth and set forth in this
Article II. Unless a Lender shall have notified the Swing Line Bank, prior to
its making any Swing Line Loan, that any applicable condition precedent set
forth in Sections 5.1 and 5.2, as applicable, had not then been satisfied, such
Lender's obligation to make Revolving Loans pursuant to this Section 2.3(D) to
repay Swing Line Loans shall be unconditional, continuing, irrevocable and
absolute and shall not be affected by any circumstances, including, without
limitation, (a) any set-off, counterclaim, recoupment, defense or other right
which such Lender may have against the Agent, the Swing Line Bank or any other
Person, (b) the occurrence or continuance of a Default or Unmatured Default, (c)
any adverse change in the condition (financial or otherwise) of the Borrower, or
(d) any other circumstances, happening or event whatsoever. In the event that
any Lender fails to make payment to the Agent of any amount due under this
Section 2.3(D), the Agent shall be entitled to receive, retain and apply against
such obligation the principal and interest otherwise payable to such Lender
hereunder until the Agent receives such payment from such Lender or such
obligation is otherwise fully satisfied. In addition to the foregoing, if for
any reason any Lender fails to make payment to the Agent of any amount due under
this Section 2.3(D), such Lender shall be deemed, at the option of the Agent, to
have unconditionally and irrevocably purchased from the Swing Line Bank, without
recourse or warranty, an undivided interest and participation in the applicable
Swing Line Loan in the amount of such Revolving Loan, and such interest and
participation may be recovered from such Lender together with interest thereon
at the Federal Funds Effective Rate for each day during the period commencing on
the date of demand and ending on the date such amount is received. On the
Termination Date, the Borrower shall repay in full the outstanding principal
balance of the Swing Line Loans.

         2.4 Rate Options for all Advances; Maximum Interest Periods. The Swing
Line Loans shall be Floating Rate Advances at all times. The Revolving Loans may
be Floating Rate Advances or Eurocurrency Rate Advances, or a combination
thereof, selected by the Borrower in accordance with Section 2.10. The Borrower
may select, in accordance with Section 2.10, Rate Options and Interest Periods
applicable to portions of the Revolving Loans and Alternate Currency Loans;
provided that there shall be no more than nine (9) Interest Periods in effect
with respect to all of the Loans at any time (unless otherwise provided in the
applicable Alternate Currency Addendum with respect to Alternate Currency
Loans). Each Alternate Currency Loan shall bear interest on the outstanding
principal amount thereof, for the Interest Period applicable thereto, at the
Alternate Currency Rate as set forth in the applicable Alternate Currency
Addendum.

         2.5 Optional Payments; Mandatory Prepayments.

         (A) Optional Payments. The Borrower may from time to time and at any
time upon at least one (1) Business Day's prior written notice repay or prepay,
without penalty or premium all or any part of outstanding Floating Rate Advances
in an aggregate minimum amount of $1,000,000 and in integral multiples of
$1,000,000 in excess thereof. Eurocurrency Rate Advances may be voluntarily
repaid or prepaid prior to the last day of the applicable Interest Period,
subject to the indemnification provisions contained in Section 4.4, provided,
that the Borrower may not so prepay Eurocurrency Rate Advances unless it shall
have provided at least






                                       33
<PAGE>   34

five (5) Business Days' prior written notice to the Agent of such prepayment.
Each Alternate Currency Borrower may, upon prior written notice to the Agent and
to the Alternate Currency Bank as prescribed in the applicable Alternate
Currency Addendum and specifying that it is prepaying all or a portion of its
Alternate Currency Loans, prepay its Alternate Currency Loans in whole at any
time, or from time to time in part in amounts aggregating $1,000,000 or any
larger multiple of $500,000 (or as otherwise specified in the applicable
Alternate Currency Addendum) by paying the principal amount to be paid together
with all accrued and unpaid interest thereon to and including the date of
payment provided any such payment occurs on the last day of any Interest Period
related to such Alternate Currency Loan.

         (B) Mandatory Prepayments of Revolving Loans. (i) If at any time and
for any reason (other than fluctuations in currency exchange rates) the Dollar
Amount of the Revolving Credit Obligations are greater than the Aggregate
Revolving Loan Commitment, the Borrower shall immediately make a mandatory
prepayment of the Obligations in an amount equal to such excess. In addition, if
the Dollar Amount of the L/C Obligations (calculated as of the last Business Day
of each fiscal quarter, or, at the Agent's option, as of the last Business Day
of each calendar month) outstanding at any time is greater than the lesser of
(A) the Aggregate Revolving Loan Commitment at such time minus the sum of the
outstanding principal Dollar Amount of the Revolving Loans at such time and the
outstanding principal amount of the Swing Line Loans at such time and the
outstanding principal Dollar Amount of the Alternate Currency Loans at such time
and (B) $15,750,000 (or the Equivalent Amount in Dollars), the Borrower shall
either repay Revolving Loans or deposit cash collateral in a cash collateral
account established with the Agent, in either case, in an amount in Dollars
equal to such excess.

         (ii) If on the last Business Day of any month:

               (x)  the Dollar Amount of the Revolving Credit Obligations
                    exceeds one hundred five percent (105%) of the Aggregate
                    Revolving Loan Commitment, the Borrower for the ratable
                    benefit of the Lenders shall immediately prepay Loans (to be
                    applied to such Loans as the Borrower shall direct at the
                    time of such payment) in an aggregate amount such that after
                    giving effect thereto the Dollar Amount of the Revolving
                    Credit Obligations is less than or equal to the Aggregate
                    Revolving Loan Commitment; or

               (y)  the Dollar Amount of all outstanding Alternate Currency
                    Loans under the Alternate Currency Addenda exceeds one
                    hundred five percent (105%) of the aggregate Alternate
                    Currency Commitments with respect thereto, the Borrower
                    shall on such date prepay, or cause to be prepaid, Alternate
                    Currency Loans in an aggregate amount such that after giving
                    effect thereto the Dollar Amount of all such Alternate
                    Currency Loans is less than or equal to the aggregate
                    Alternate Currency Commitments with respect thereto; or

               (z)  the Dollar Amount of the aggregate outstanding principal
                    amount of Alternate Currency Loans in the same Alternate
                    Currency exceeds the aggregate Alternate Currency
                    Commitments with respect thereto, the applicable Borrowers
                    shall on such date prepay Alternate Currency Loans in such
                    Alternate Currency in an aggregate amount such that after
                    giving effect thereto the Dollar amount of all Alternate
                    Currency Loans is less than or equal to the aggregate
                    Alternate Currency Commitments with respect thereto.







                                       34
<PAGE>   35

         (iii) All of the mandatory prepayments made under this Section 2.5(B)
shall be applied first to Floating Rate Loans and Alternate Currency Loans
bearing a fluctuating Alternate Currency Rate and to any Eurocurrency Rate Loans
and Alternate Currency Loans bearing a fixed Alternate Currency Rate maturing on
such date and then to subsequently maturing Eurocurrency Rate Loans and
Alternate Currency Loans bearing a fixed Alternate Currency Rate in order of
maturity.

         2.6 Reduction of Commitments. The Borrower may permanently reduce the
Aggregate Revolving Loan Commitment in whole, or in part ratably among the
Lenders, in an aggregate minimum amount of $5,000,000 with respect thereto and
integral multiples of $1,000,000 in excess of that amount with respect thereto
(unless the Aggregate Revolving Loan Commitment is reduced in whole), upon at
least three (3) Business Day's prior written notice to the Agent, which notice
shall specify the amount of any such reduction; provided, however, that the
amount of the Aggregate Revolving Loan Commitment may not be reduced below the
aggregate principal Dollar Amount of the outstanding Revolving Credit
Obligations. All accrued commitment fees shall be payable on the effective date
of any termination of the obligations of the Lenders to make Loans hereunder.
Each Alternate Currency Borrower may, upon three (3) Business Days prior written
notice to the Agent and to the Alternate Currency Bank, terminate entirely at
any time or reduce from time to time by an aggregate amount of $1,000,000 or any
larger multiple of $100,000, (or as set forth on the applicable Alternate
Currency Addendum) the unused portions of the applicable Alternate Currency
Commitment as specified by the applicable Alternate Currency Borrower in such
notice to the Agent and the Alternate Currency Bank; provided, however, that at
no time shall the Alternate Currency Commitments be reduced to a figure less
than the total of the outstanding principal amount of all Alternate Currency
Loans.

         2.7 Method of Borrowing. Not later than 2:00 p.m. (Chicago time) on
each Borrowing Date, each Lender shall make available its Revolving Loan in
immediately available funds in the Agreed Currency to the Agent at its address
specified pursuant to Article XIV, unless the Agent has notified the Lenders
that such Loan is to be made available to the Borrower at the Agent's
Eurocurrency Payment office, in which case each Lender shall make available its
Loan or Loans, in funds immediately available to the Agent at its Eurocurrency
Payment Office, not later than 1:00 p.m. (local time in the city of the Agent's
Eurocurrency Payment Office) in the Agreed Currency designated by the Agent. The
Agent will promptly make the funds so received from the Lenders available to the
Borrower at the Agent's aforesaid address.

         2.8 Method of Selecting Types and Interest Periods for Advances. The
Borrower and the Alternate Currency Borrowers, as applicable, shall select the
Type of Advance and, in the case of each Alternate Currency Loan and
Eurocurrency Rate Advance, the Interest Period, Agreed Currency and Alternate
Currency applicable to each Advance from time to time. The Borrower shall give
the Agent irrevocable notice in substantially the form of Exhibit B hereto (a
"BORROWING/CONVERSION/ CONTINUATION NOTICE") not later than 10:00 a.m. (Chicago
time) (a) on or before the Borrowing Date of each Floating Rate Advance, and (b)
three (3) Business Days before the Borrowing Date for each Eurocurrency Rate
Advance to be made in Dollars, and (c) four (4) Business Days before the
Borrowing Date for each Eurocurrency Rate Advance to be made in any Agreed
Currency other than Dollars and (d) five (5) Business Days before the Borrowing
Date for each Alternate Currency Loan (or such other period as may be agreed to
by the Agent), and the applicable Alternate Currency Borrower shall give the
Alternate Currency Bank irrevocable notice by 10:00 a.m. (local time) two (2)
Business Days prior to the Borrowing





                                       35
<PAGE>   36

Date for such Alternate Currency Loan (or such other period as may specified in
the applicable Alternate Currency Addendum), specifying: (i) the Borrowing Date
(which shall be a Business Day) of such Advance; (ii) the aggregate amount of
such Advance; (iii) the Type of Advance selected; and (iv) in the case of each
Eurocurrency Rate Advance and Alternate Currency Loan, the Interest Period and
Agreed Currency or Alternate Currency applicable thereto. The Borrower shall
select Interest Periods so that, to the best of the Borrower's knowledge, it
will not be necessary to prepay all or any portion of any Eurocurrency Rate
Advance or Alternate Currency Loan prior to the last day of the applicable
Interest Period in order to make mandatory prepayments as required pursuant to
the terms hereof. Each Floating Rate Advance, each Alternate Currency Loan
bearing a fluctuating Alternate Currency Rate and all Obligations other than
Loans shall bear interest from and including the date of the making of such
Advance, in the case of Loans, and the date such Obligation is due and owing in
the case of such other Obligations, to (but not including) the date of repayment
thereof at the Floating Rate or Alternate Currency Rate, as applicable, changing
when and as such Floating Rate or Alternate Currency Rate, as applicable,
changes. Changes in the rate of interest on that portion of any Advance
maintained as a Floating Rate Loan will take effect simultaneously with each
change in the Alternate Base Rate. Changes in the rate of interest on any
portion of any Alternate Currency Loan bearing a fluctuating Alternate Currency
Rate will take effect simultaneously with each change in such Alternate Currency
Rate. Each Eurocurrency Rate Advance and each Alternate Currency Loan bearing a
fixed Alternate Currency Rate shall bear interest from and including the first
day of the Interest Period applicable thereto to (but not including) the last
day of such Interest Period at the interest rate determined as applicable to
such Eurocurrency Rate Advance or Alternate Currency Loan, as applicable.

         2.9 Minimum Amount of Each Advance. Each Advance (other than an Advance
to repay Swing Line Loans or a Reimbursement Obligation) shall be in the minimum
amount of $1,000,000 (or the approximate Equivalent Amount of any Agreed
Currency other than Dollars or any Alternate Currency) and in multiples of
$200,000 (or the Approximate Equivalent amount of any Agreed Currency other than
Dollars or any Alternate Currency) if in excess thereof (or such other amounts
as may be specified in the applicable Alternate Currency Addendum), provided,
however, that any Floating Rate Advance may be in the amount of the unused
Aggregate Revolving Loan Commitment.

         2.10 Method of Selecting Types and Interest Periods for Conversion and
Continuation of Advances.

         (A) Right to Convert. The Borrower may elect from time to time, subject
to the provisions of Section 2.4 and this Section 2.10, to convert all or any
part of a Loan of any Type into any other Type or Types of Loans; provided that
any conversion of any Eurocurrency Rate Advance and any Alternate Currency Loan
shall be made on, and only on, the last day of the Interest Period applicable
thereto.

         (B) Automatic Conversion and Continuation. Floating Rate Loans shall
continue as Floating Rate Loans unless and until such Floating Rate Loans are
converted into Eurocurrency Rate Loans. Eurocurrency Rate Loans shall continue
as Eurocurrency Rate Loans until the end of the then applicable Interest Period
therefor, at which time such Eurocurrency Rate Loans shall be automatically
converted into Floating Rate Loans unless the Borrower shall have given the
Agent notice in accordance with Section 2.10(D) requesting that, at the end of
such Interest





                                       36
<PAGE>   37

Period, such Eurocurrency Rate Loans continue as a Eurocurrency Rate Loan.
Unless a Borrowing/Conversion/Continuation Notice shall have timely been given
in accordance with the terms of this Section 2.10, Eurocurrency Rate Advances in
an Agreed Currency other than Dollars and Alternate Currency Loans shall
automatically continue as Eurocurrency Rate Advances in the same Agreed Currency
or Alternate Currency Loans in the same Alternate Currency, as applicable, with
an Interest Period of one (1)month.

         (C) No Conversion Post-Default or Post-Unmatured Default.
Notwithstanding anything to the contrary contained in Section 2.10(A) or Section
2.10(B), no Loan may be converted into or continued as a Eurocurrency Rate Loan
(except with the consent of the Required Lenders) when any Default or Unmatured
Default has occurred and is continuing.

         (D) Borrowing/Conversion/Continuation Notice. The Borrower shall give
the Agent irrevocable notice (a "BORROWING/CONVERSION/CONTINUATION NOTICE") of
each conversion of a Floating Rate Loan into a Eurocurrency Rate Loan or
continuation of a Eurocurrency Rate Loan not later than 10:00 a.m. (Chicago
time) (x) three (3) Business Days prior to the date of the requested conversion
or continuation, with respect to any Loan to be converted or continued as a
Eurocurrency Rate Loan in Dollars, (y) four (4) Business Days prior to the date
of the requested conversion or continuation with respect to any Loan to be
converted or continued as a Eurocurrency Rate Loan in an Agreed Currency other
than Dollars, and (z) five (5) Business Days before the date of the requested
conversion or continuation Borrowing Date with respect to the conversion or
continuation of any Alternate Currency Loan (or such other period as may be
agreed to by the Agent), and the applicable Alternate Currency Borrower shall
give the Alternate Currency Bank irrevocable notice by 10:00 a.m. (local time)
two (2) Business Days prior to the conversion or continuation of such Alternate
Currency Loan (or such other period as may specified in the applicable Alternate
Currency Addendum), specifying: (1) the requested date (which shall be a
Business Day) of such conversion or continuation; (2) the amount and Type of the
Loan to be converted or continued; and (3) the amount of Eurocurrency Rate
Loan(s) or Alternate Currency Loan(s), as applicable, into which such Loan is to
be converted or continued, the Agreed Currency or Alternate Currency, as
applicable, and the duration of the Interest Period applicable thereto.

         (E) Notwithstanding anything herein to the contrary, (x) Eurocurrency
Rate Advances in an Agreed Currency may be converted and/or continued as
Eurocurrency Rate Advances only in the same Agreed Currency, and (y) Alternate
Currency Loans in an Alternate Currency may be converted and/or continued as
Alternate Currency Loans only in the same Alternate Currency.

         2.11 Default Rate. After the occurrence and during the continuance of a
Default, at the direction of the Required Lenders, the interest rate(s)
applicable to the Obligations and to the fees payable under Section 3.8 with
respect to Letters of Credit shall be equal to the then highest interest rate(s)
hereunder plus two percent (2.0%) per annum. After the occurrence of a Default,
the principal balance of, and, to the extent permitted by law, any overdue
interest on any Alternate Currency Loan shall bear interest, payable upon
demand, for each day until paid at the rate per annum equal to two percent
(2.00%) plus the interest rate applicable to such Alternate Currency Loan
immediately prior to the Default.

         2.12 Method of Payment. All payments of principal, interest, fees,
commissions and L/C Obligations hereunder shall be made, without setoff,
deduction or counterclaim (unless indicated






                                       37
<PAGE>   38

otherwise in Section 2.15(E)), in immediately available funds to the Agent (i)
at the Agent's address specified pursuant to Article XIV with respect to
Advances or other Obligations denominated in Dollars and (ii) at the Agent's
Eurocurrency Payment Office with respect to any Advance or other Obligations
denominated in an Agreed Currency other than Dollars, or at any other Lending
Installation of the Agent specified in writing by the Agent to the Borrower, by
2:00 p.m. (Chicago time) on the date when due and shall be made ratably among
the Lenders (unless such amount is not to be shared ratably in accordance with
the terms hereof). Each Advance shall be repaid or prepaid in the Agreed
Currency in which it was made in the amount borrowed and interest payable
thereon shall also be paid in such currency. Each payment delivered to the Agent
for the account of any Lender shall be delivered promptly by the Agent to such
Lender in the same type of funds which the Agent received at its address
specified pursuant to Article XIV or at any Lending Installation specified in a
notice received by the Agent from such Lender. The Borrower authorizes the Agent
to charge the account of the Borrower maintained with Bank One for each payment
of principal, interest, fees, commissions and L/C Obligations as it becomes due
hereunder. Each reference to the Agent in this Section 2.12 shall also be deemed
to refer, and shall apply equally, to each Issuing Bank, in the case of payments
required to be made by the Borrower to any Issuing Bank pursuant to Article III.

         All payments to be made by the Borrowers hereunder in respect of any
Alternate Currency Loans shall be made in the currencies in which such Loans are
denominated and in funds immediately available, at the office or branch from
which the Loan was made pursuant to Section 2.21 and the applicable Alternate
Currency Addendum not later than 3:00 p.m. (local time) on the date on which
such payment shall become due. Promptly upon receipt of any payment of principal
of the Alternate Currency Loans the Alternate Currency Bank shall give written
notice to the Agent by telex or telecopy of the receipt of such payment.

         Notwithstanding the foregoing provisions of this Section, if, after the
making of any Advance in any currency other than Dollars, currency control or
exchange regulations are imposed in the country which issues such Agreed
Currency or Alternate Currency, as applicable, with the result that different
types of such Agreed Currency or Alternate Currency, as applicable, (the "NEW
CURRENCY") are introduced and the type of currency in which the Advance was made
(the "ORIGINAL CURRENCY") no longer exists or any Borrower is not able to make
payment to the Agent for the account of the Lenders or Alternate Currency Bank,
as applicable, in such Original Currency, then all payments to be made by the
Borrowers hereunder in such currency shall be made to the Agent or Alternate
Currency Bank, as applicable, in such amount and such type of the New Currency
or Dollars as shall be equivalent to the amount of such payment otherwise due
hereunder in the Original Currency, it being the intention of the parties hereto
that the Borrowers take all risks of the imposition of any such currency control
or exchange regulations. In addition, notwithstanding the foregoing provisions
of this Section, if, after the making of any Advance in any currency other than
Dollars, the Borrower is not able to make payment to the Agent for the account
of the Lenders or the Alternate Currency Bank in the type of currency in which
such Advance was made because of the imposition of any such currency control or
exchange regulation, then such Advance shall instead be repaid when due in
Dollars in a principal amount equal to the Dollar Amount (as of the date of
repayment) of such Advance.

         2.13 Evidence of Debt.





                                       38
<PAGE>   39

         (A) Each Lender shall maintain in accordance with its usual practice an
account or accounts (a "LOAN ACCOUNT") evidencing the indebtedness of the
Borrower to such Lender owing to such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time hereunder.

         (B) The Register maintained by the Agent pursuant to Section 13.3(C)
shall include a control account, and a subsidiary account for each Lender, in
which accounts (taken together) shall be recorded (i) the date and the amount of
each Loan made hereunder, the Type thereof and the Interest Period, if any,
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrowers to each Lender hereunder, (iii)
the effective date and amount of each Assignment Agreement delivered to and
accepted by it and the parties thereto pursuant to Section 13.3, (iv) the amount
of any sum received by the Agent hereunder for the account of the Lenders and
each Lender's share thereof, and (v) all other appropriate debits and credits as
provided in this Agreement, including, without limitation, all fees, charges,
expenses and interest.

         (C) The entries made in the Loan Account, the Register and the other
accounts maintained pursuant to subsections (A) or (B) of this Section shall be
conclusive and binding for all purposes, absent manifest error, unless the
applicable Borrower objects to information contained in the Loan Accounts, the
Register or the other accounts within thirty (30) days of the applicable
Borrower's receipt of such information; provided that the failure of any Lender
or the Agent to maintain such accounts or any error therein shall not in any
manner affect the obligation of the Borrowers to repay the Loans in accordance
with the terms of this Agreement.

         (D) Any Lender may request that the Revolving Loans made by it each be
evidenced by a promissory note in substantially the forms of Exhibit K to
evidence such Lender's Revolving Loans. In such event, the applicable Borrower
shall prepare, execute and deliver to such Lender a promissory note for such
Loans payable to the order of such Lender and in a form approved by the Agent
and consistent with the terms of this Agreement. Thereafter, the Loans evidenced
by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 13.3) be represented by one or more promissory
notes in such form payable to the order of the payee named therein.

         2.14 Telephonic Notices. The Borrowers authorize the Lenders and the
Agent to extend Advances, effect selections of Types of Advances and to transfer
funds based on telephonic notices made by any person or persons the Agent or any
Lender in good faith believes to be acting on behalf of the applicable Borrower.
The Borrowers agree to deliver promptly to the Agent a written confirmation,
signed by an Authorized Officer, if such confirmation is requested by the Agent
or any Lender, of each telephonic notice. If the written confirmation differs in
any material respect from the action taken by the Agent and the Lenders, the
records of the Agent and the Lenders shall govern absent manifest error. In case
of disagreement concerning such notices, if the Agent has recorded telephonic
borrowing notices, such recordings will be made available to the applicable
Borrower upon the Borrower's request therefor.

         2.15 Promise to Pay; Interest and Commitment Fees; Interest Payment
Dates; Interest and Fee Basis; Taxes; Loan and Control Accounts.






                                       39
<PAGE>   40

         (A) Promise to Pay. The Borrower unconditionally promises to pay when
due the principal amount of each Loan and all other Obligations incurred by it,
and to pay all unpaid interest accrued thereon, in accordance with the terms of
this Agreement and the other Loan Documents.

         (B) Interest Payment Dates. Interest accrued on each Floating Rate Loan
and each Alternate Currency Loan bearing a fluctuating Alternate Currency Rate
shall be payable on each Payment Date, commencing with the first such date to
occur after the date hereof, upon any prepayment whether by acceleration or
otherwise, and at maturity (whether by acceleration or otherwise). Interest
accrued on each Eurocurrency Rate Loan and each Alternate Currency Loan bearing
a fixed Alternate Currency Rate shall be payable on the last day of its
applicable Interest Period, on any date on which the Eurocurrency Rate Loan or
Alternate Currency Loan is prepaid, whether by acceleration or otherwise, and at
maturity. Interest accrued on each Eurocurrency Rate Loan and each Alternate
Currency Loan bearing a fixed Alternate Currency Rate having an Interest Period
longer than three months shall also be payable on the last day of each
three-month interval during such Interest Period. Interest accrued on the
principal balance of all other Obligations shall be payable in arrears (i) on
the last day of each calendar month, commencing on the first such day following
the incurrence of such Obligation, (ii) upon repayment thereof in full or in
part, and (iii) if not theretofore paid in full, at the time such other
Obligation becomes due and payable (whether by acceleration or otherwise).

         (C)  Commitment Fees.

               (i) The Borrower shall pay to the Agent, for the account of the
          Lenders in accordance with their Pro Rata Shares, from and after the
          date of this Agreement until the date on which the Aggregate Revolving
          Loan Commitment shall be terminated in whole, a commitment fee
          accruing at the rate of the then Applicable Commitment Fee Percentage,
          on the amount by which (A) the Aggregate Revolving Loan Commitment in
          effect from time to time exceeds (B) the Dollar Amount of the
          Revolving Credit Obligations (including the outstanding principal
          amount of the Swing Line Loans) in effect from time to time (as
          determined by the Agent in accordance with its customary practices).
          All such commitment fees payable under this clause (C) shall be
          payable quarterly in arrears on the last day of each fiscal quarter of
          the Borrower occurring after the date of this Agreement (with the
          first such payment being calculated for the period from the date of
          this Agreement and ending on March 31, 1999, and, in addition, on the
          date on which the Aggregate Revolving Loan Commitment shall be
          terminated in whole.

               (ii) The Borrower agrees to pay to the Agent for the sole account
          of the Agent and the Arranger (unless otherwise agreed between the
          Agent and the Arranger and any Lender) the fees set forth in the
          letter agreement between the Agent, the Arranger and the Borrower
          dated January 19, 1999, payable at the times and in the amounts set
          forth therein.

               (iii) The applicable Borrower agrees to pay to the Alternate
          Currency Bank, for its sole account, a fronting fee a equal to 0.125%
          per annum on the average daily outstanding Dollar Amount of all
          Alternate Currency Loans.

         (D) Interest and Fee Basis; Applicable Floating Rate Margin, Applicable
Eurocurrency Margin and Applicable Commitment Fee Percentage.






                                       40
<PAGE>   41

               (i) Interest on all Eurocurrency Rate Loans, all Alternate
          Currency Loans (except as provided otherwise in the applicable
          Alternate Currency Addendum) and on all fees shall be calculated for
          actual days elapsed on the basis of a 360-day year. Interest on all
          Floating Rate Loans shall be calculated for actual days elapsed on the
          basis of a 365-, or when appropriate 366-, day year. Interest shall be
          payable for the day an Obligation is incurred but not for the day of
          any payment on the amount paid if payment is received prior to 2:00
          p.m. (Chicago time) at the place of payment. If any payment of
          principal of or interest on a Loan or any payment of any other
          Obligations shall become due on a day which is not a Business Day,
          such payment shall be made on the next succeeding Business Day and, in
          the case of a principal payment, such extension of time shall be
          included in computing interest, fees and commissions in connection
          with such payment.

               (ii) The Applicable Floating Rate Margin, Applicable Eurocurrency
          Margin and Applicable Commitment Fee Percentage shall be determined on
          the basis of the then applicable Leverage Ratio as described in this
          Section 2.15(D)(ii), from time to time by reference to the following
          table:

<TABLE>
<CAPTION>
-------------------------------------   -----------------------    -----------------------    -----------------------
                                                                                                     APPLICABLE
                                          APPLICABLE FLOATING       APPLICABLE EUROCURRENCY          COMMITMENT
                                              RATE MARGIN                    MARGIN                FEE PERCENTAGE
     LEVERAGE RATIO
-------------------------------------   -----------------------    -----------------------    -----------------------
<S>                                     <C>                        <C>                        <C>
Greater than 2.50 to 1.0                                 0.3125%                    1.5625%                      0.30%
-------------------------------------   -----------------------    -----------------------    -----------------------
Greater than 2.00 to 1.0
 and less than or equal                                  0.0625%                    1.3125%                      0.25%
     to 2.50 to 1.0
-------------------------------------   -----------------------    -----------------------    -----------------------
   Greater than 1.50 to
  1.0 and less than or                                      0.0%                    1.0625%                      0.25%
  equal to 2.00 to 1.0
-------------------------------------   -----------------------    -----------------------    -----------------------
  Less than or equal to
       1.5 to 1.0                                           0.0%                    0.9375%                      0.20%
-------------------------------------   -----------------------    -----------------------    -----------------------
</TABLE>

For purposes of this Section 2.15(D)(ii), the Leverage Ratio shall be calculated
as provided in Section 7.4(B). Upon receipt of the financial statements
delivered pursuant to Sections 7.1(A)(i) and (ii), as applicable, the Applicable
Floating Rate Margin, Applicable Eurocurrency Margin and Applicable Commitment
Fee Percentage shall be adjusted, such adjustment being effective five (5)
Business Days following the Agent's receipt of such financial statements and the
compliance certificate required to be delivered in connection therewith pursuant
to Section 7.1(A)(iii); provided, that if the Borrower shall not have timely
delivered its financial statements in accordance with Section 7.1(A)(i) or (ii),
as applicable, and such failure continues for five (5) days after notice from
the Agent to the Borrower, then, at the discretion of the Required Lenders,
commencing on the date upon which such financial statements should have been
delivered and continuing until such financial statements are actually delivered,
it shall be assumed for purposes of determining the Applicable Floating Rate
Margin, Applicable Eurocurrency Margin and Applicable Commitment Fee Percentage
that the Leverage Ratio was greater than 2.5 to 1.0.





                                       41
<PAGE>   42

               (iii) Notwithstanding anything herein to the contrary, from the
          date of this Agreement to but not including the fifth (5th) Business
          Day following receipt of the Borrower's financial statements delivered
          pursuant to Section 7.1(A)(i) for the fiscal quarter ending September
          30, 1999, the Applicable Floating Rate Margin, Applicable Eurocurrency
          Margin and Applicable Commitment Fee Percentage shall be determined
          based upon a Leverage Ratio less than or equal to 1.5 to 1.0.

         (E) Taxes.

               (i) Any and all payments by the Borrower hereunder shall be made
          free and clear of and without deduction for any and all present or
          future taxes, levies, imposts, deductions, charges or withholdings or
          any liabilities with respect thereto imposed by any Governmental
          Authority including those arising after the date hereof as a result of
          the adoption of or any change in any law, treaty, rule, regulation,
          guideline or determination of a Governmental Authority or any change
          in the interpretation or application thereof by a Governmental
          Authority but excluding, in the case of each Lender and the Agent, (i)
          such taxes (including income taxes, franchise taxes and branch profit
          taxes) as are imposed on or measured by such Lender's or Agent's, as
          the case may be, net income or similar taxes imposed by the United
          States of America or any Governmental Authority of the jurisdiction
          under the laws of which such Lender or Agent, as the case may be, is
          organized or maintains a Lending Installation (all such non-excluded
          taxes, levies, imposts, deductions, charges, withholdings, and
          liabilities which the Agent or a Lender determines to be applicable to
          this Agreement, the other Loan Documents, the Revolving Loan
          Commitments, the Loans or the Letters of Credit being hereinafter
          referred to as "TAXES") and (ii) if such Lender or the Agent is
          entitled at such time to a total or partial exemption from withholding
          that is required to be evidenced by an IRS Form 1001, 4224, W-8 or W-9
          or, in each case, any successor or additional form, taxes imposed by
          reason of any failure of such Lender or the Agent to deliver to the
          Agent or Borrower, from time to time as required by the Agent or
          Borrower, such Form 1001, 4224, W-8 or W-9 (as applicable) or, in each
          case, any successor or additional form, completed in a manner
          reasonably satisfactory to the Agent and the Borrower. If the Borrower
          or the Agent shall be required by law to deduct any Taxes from or in
          respect of any sum payable hereunder or under the other Loan Documents
          to any Lender or the Agent, (i) the sum payable shall be increased as
          may be necessary so that after making all required deductions
          (including deductions applicable to additional sums payable under this
          Section 2.15(E)) such Lender 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,
          and (iii) the Borrower shall pay the full amount deducted to the
          relevant taxation authority or other authority in accordance with
          applicable law. If any Tax, including, without limitation, any
          withholding tax, of the United States of America or any other
          Governmental Authority shall be or become applicable (y) after the
          date of this Agreement, to such payments by the Borrower made to the
          Lending Installation or any other office that a Lender may claim as
          its Lending Installation, or (z) after such Lender's selection and
          designation of any other Lending Installation, to such payments made
          to such other Lending Installation, such Lender shall use reasonable
          efforts to make, fund and maintain its Loans through another Lending
          Installation of such Lender in another jurisdiction so as to reduce
          the Borrower's liability hereunder, if the making, funding or
          maintenance of such Loans through such other Lending Installation of
          such Lender does not, in the reasonable judgment of such Lender,
          otherwise adversely and materially affect such Loans, or obligations
          under the Revolving Loan Commitments or such Lender.






                                       42
<PAGE>   43

               (ii) In addition, the Borrower agrees to pay any present or
          future stamp or documentary taxes or any other excise or property
          taxes, charges, or similar levies which arise from any payment made
          hereunder, from the issuance of Letters of Credit hereunder, or from
          the execution, delivery or registration of, or otherwise with respect
          to, this Agreement, the other Loan Documents, the Revolving Loan
          Commitments, the Loans or the Letters of Credit (hereinafter referred
          to as "OTHER TAXES").

               (iii) The Borrower indemnifies each Lender and the Agent for the
          full amount of Taxes and Other Taxes (including, without limitation,
          any Taxes or Other Taxes imposed by any Governmental Authority on
          amounts payable under this Section 2.15(E)) paid by such Lender or the
          Agent (as the case may be) and any liability (including penalties,
          interest, and expenses) arising therefrom or with respect thereto,
          whether or not such Taxes or Other Taxes were correctly or legally
          asserted. This indemnification shall be made within thirty (30) days
          after the date such Lender or the Agent (as the case may be) makes
          written demand therefor. A certificate as to any additional amount
          payable to any Lender or the Agent under this Section 2.15(E)
          submitted to the Borrower and the Agent (if a Lender is so submitting)
          by such Lender or the Agent shall show in reasonable detail the amount
          payable and the calculations used to determine such amount and shall,
          absent manifest error, be final, conclusive and binding upon all
          parties hereto. With respect to such deduction or withholding for or
          on account of any Taxes and to confirm that all such Taxes have been
          paid to the appropriate Governmental Authorities, the Borrower shall
          promptly (and in any event not later than thirty (30) days after
          receipt) furnish to each Lender and the Agent such certificates,
          receipts and other documents as may be required (in the judgment of
          such Lender or the Agent) to establish any tax credit to which such
          Lender or the Agent may be entitled.

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

               (v) Without prejudice to the survival of any other agreement of
          the Borrower hereunder, the agreements and obligations of the Borrower
          contained in this Section 2.15(E) shall survive the payment in full of
          principal and interest hereunder, the termination of the Letters of
          Credit and the termination of this Agreement.

               (vi) Each Lender that is not created or organized under the laws
          of the United States of America or a political subdivision thereof
          shall deliver to the Borrower and the Agent on or before the Closing
          Date, or, if later, the date on which such Lender becomes a Lender
          pursuant to Section 13.3, a true and accurate certificate executed in
          duplicate by a duly authorized officer of such Lender, in a form
          satisfactory to the Borrower and the Agent, to the effect that such
          Lender is eligible under the provisions of an applicable tax treaty
          concluded by the United States of America (in which case the
          certificate shall be accompanied by two (2) executed copies of Form
          1001 of the IRS or successor applicable form) or under Section 1442 of
          the Code (in which case the certificate shall be accompanied by two
          copies of Form 4224 of the IRS or successor applicable form) or, if
          such Lender is not a "bank" within the meaning of Section 881(c)(3)(A)
          of the Code, two complete copies of IRS Form W-8 or W-9 or successor
          applicable form to receive payments of interest hereunder without
          deduction or withholding of United States federal income tax. Each
          such Lender further agrees to deliver to the Borrower and the Agent
          from time to time a true and accurate certificate executed in
          duplicate by a duly authorized officer of such Lender substantially in
          a form satisfactory to the Borrower and the Agent, before or promptly
          upon






                                       43
<PAGE>   44

          the occurrence of any event requiring a change in the most recent
          certificate previously delivered by it to the Borrower and the Agent
          pursuant to this Section 2.15(E)(vi).

         2.16 Notification of Advances, Interest Rates, Prepayments and
Aggregate Revolving Loan Commitment Reductions. Promptly after receipt thereof,
the Agent will notify each Lender of the contents of each Aggregate Revolving
Loan Commitment reduction notice, Borrowing/Conversion/Continuation Notice, and
repayment notice received by it hereunder. The Agent will notify each Lender of
the interest rate and Agreed Currency applicable to each Eurocurrency Rate Loan
promptly upon determination of such interest rate and Agreed Currency and will
give each Lender prompt notice of each change in the Alternate Base Rate.

         2.17 Lending Installations. Each Lender may book its Loans or Letters
of Credit at any Lending Installation selected by such Lender and may change its
Lending Installation from time to time. All terms of this Agreement shall apply
to any such Lending Installation. Each Lender may, by written or facsimile
notice to the Agent and the Borrower, designate a Lending Installation through
which Loans will be made by it and for whose account Loan payments and/or
payments of L/C Obligations are to be made.

         2.18 Non-Receipt of Funds by the Agent. Unless the Borrower or a
Lender, as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or the Borrower, as the case may be, has not in fact made such
payment to the Agent, the recipient of such payment shall, on demand by the
Agent, repay to the Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (i) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day or (ii) in the case of payment by the
Borrower, the interest rate applicable to the relevant Loan.

         2.19 Termination Date. This Agreement shall be effective until the
Termination Date. Notwithstanding the termination of this Agreement, until (A)
all of the Obligations (other than contingent indemnity obligations) shall have
been fully and indefeasibly paid and satisfied, (B) all financing arrangements
among the Borrower and the Lenders shall have been terminated (other than under
Hedging Agreements or other agreements with respect to Hedging Obligations) and
(C) all of the Letters of Credit shall have expired, been canceled or terminated
(collectively, the "TERMINATION CONDITIONS"), all of the rights and remedies
under this Agreement and the other Loan Documents shall survive. Upon
satisfaction of the Termination Conditions, the Agent shall execute and deliver
to the Borrower and the Subsidiaries of the Borrower all Uniform Commercial Code
termination statements, mortgage assignments or satisfactions and similar
documents which Borrower and the Subsidiaries of the Borrower shall reasonably
request to evidence such termination.

         2.20 Replacement of Certain Lenders. In the event a Lender ("AFFECTED
LENDER") shall have: (i) failed to fund its Pro Rata Share of any Advance
requested by the Borrower, or to fund a Revolving Loan in order to repay Swing
Line Loans pursuant to Section 2.3(D), or to make





                                       44
<PAGE>   45

payment in respect of any Alternate Currency Loan purchased by such Lender
pursuant to Section 2.21(E), which such Lender is obligated to fund under the
terms of this Agreement and which failure has not been cured, (ii) requested
compensation from the Borrower under Sections 2.15(E), 4.1 or 4.2 to recover
Taxes, Other Taxes or other additional costs incurred by such Lender which are
not being incurred generally by the other Lenders, (iii) delivered a notice
pursuant to Section 4.3 claiming that such Lender is unable to extend
Eurocurrency Rate Loans to the Borrower for reasons not generally applicable to
the other Lenders or (iv) has invoked Section 10.2, then, in any such case, the
Borrower or the Agent may make written demand on such Affected Lender (with a
copy to the Agent in the case of a demand by the Borrower and a copy to the
Borrower in the case of a demand by the Agent) for the Affected Lender to
assign, and such Affected Lender shall use commercially reasonable efforts to
assign pursuant to one or more duly executed Assignment Agreements five (5)
Business Days after the date of such demand, to one or more financial
institutions that comply with the provisions of Section 13.3(A) which the
Borrower or the Agent, as the case may be, shall have engaged for such purpose
("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations
under this Agreement and the other Loan Documents (including, without
limitation, its Revolving Loan Commitment, all Loans owing to it, all of its
participation interests in existing Letters of Credit, and its obligation to
participate in additional Letters of Credit and Swing Line Loans and Alternate
Currency Loans hereunder) in accordance with Section 13.3. The Agent agrees,
upon the occurrence of such events with respect to an Affected Lender and upon
the written request of the Borrower, to use its reasonable efforts to obtain the
commitments from one or more financial institutions to act as a Replacement
Lender. The Agent is authorized to execute one or more of such assignment
agreements as attorney-in-fact for any Affected Lender failing to execute and
deliver the same within five (5) Business Days after the date of such demand.
Further, with respect to such assignment the Affected Lender shall have
concurrently received, in cash, all amounts due and owing to the Affected Lender
hereunder or under any other Loan Document, including, without limitation, the
aggregate outstanding principal amount of the Loans owed to such Lender,
together with accrued interest thereon through the date of such assignment,
amounts payable under Sections 2.15(E), 4.1, and 4.2 with respect to such
Affected Lender and compensation payable under Section 2.15(C) in the event of
any replacement of any Affected Lender under clause (ii) or clause (iii) of this
Section 2.20; provided that upon such Affected Lender's replacement, such
Affected Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.15(E), 4.1, 4.2, 4.4, and 10.7, as well
as to any fees accrued for its account hereunder and not yet paid, and shall
continue to be obligated under Section 11.8. Upon the replacement of any
Affected Lender pursuant to this Section 2.20, the provisions of Section 9.2
shall continue to apply with respect to Loans which are then outstanding with
respect to which the Affected Lender failed to fund its Pro Rata Share and which
failure has not been cured.

         2.21  Alternate Currency Loans.

         (A) Upon the satisfaction of the conditions precedent set forth in
Article V hereof and set forth in the applicable Alternate Currency Addendum,
from and including the later of the date of this Agreement and the date of
execution of the applicable Alternate Currency Addendum and prior to Termination
Date (unless an earlier termination date shall be specified in or pursuant to
the applicable Alternate Currency Addendum), the Alternate Currency Bank agrees,
on the terms and conditions set forth in this Agreement and in the applicable
Alternate Currency Addendum,




                                       45
<PAGE>   46


to make Alternate Currency Loans under such Alternate Currency Addendum to the
applicable Alternate Currency Borrower party to such Alternate Currency Addendum
from time to time in the applicable Alternate Currency, in an amount not to
exceed each such Alternate Currency Bank's applicable Alternate Currency
Commitment; provided, however, at no time shall the Dollar Amount of the
outstanding principal amount of the Alternate Currency Loans for all Alternate
Currencies exceed $15,000,000 other than as a result of currency fluctuations
and then only to the extent permitted in Section 2.5(B)(ii); provided, further,
at no time shall the Dollar Amount of the Alternate Currency Loans for any
specific Alternate Currency exceed the maximum amount specified as the maximum
amount for such Alternate Currency in the applicable Alternate Currency Addendum
other than as a result of currency fluctuations and then only to the extent
permitted in Section 2.5(B)(ii). Subject to the terms of this Agreement and the
applicable Alternate Currency Addendum, the applicable Alternate Currency
Borrowers may borrow, repay and reborrow Alternate Currency Loans at any time
prior to the Termination Date (unless an earlier termination date shall be
specified in or pursuant to the applicable Alternate Currency Addendum). On the
Termination Date (unless an earlier termination date shall be specified in or
pursuant to the applicable Alternate Currency Addendum), the outstanding
principal balance of the Alternate Currency Loans shall be paid in full by the
applicable Alternate Currency Borrower and prior to Termination Date (unless an
earlier termination date shall be specified in or pursuant to the applicable
Alternate Currency Addendum) prepayments of the Alternate Currency Loans shall
be made by the applicable Alternate Currency Borrower if and to the extent
required in Section 2.5(B)(ii).

         (B) Borrowing Notice. When the applicable Alternate Currency Borrower
desires to borrow under this Section 2.21, the applicable Alternate Currency
Borrower shall deliver to the Alternate Currency Bank and the Agent a
Borrowing/Conversion/Continuation Notice, signed by it, as provided in Section
2.8 specifying that the Alternate Currency Borrower is requesting an Alternate
Currency Loan pursuant to this Section 2.21. Any
Borrowing/Conversion/Continuation Notice given pursuant to this Section 2.21
shall be irrevocable.

         (C) Termination. Except as otherwise required by applicable law, in no
event shall the Alternate Currency Bank have the right to accelerate the
Alternate Currency Loans outstanding under any Alternate Currency Addendum or to
terminate its commitments (if any) thereunder to make Alternate Currency Loans
prior to the stated termination date in respect thereof, except that the
Alternate Currency Bank shall have such rights upon an acceleration of the Loans
and a termination of the Revolving Credit Commitments pursuant to Article IX.

         (D) Statements. The Alternate Currency Bank shall furnish to the Agent
not less frequently than monthly, and at any other time at the reasonable
request of the Agent, a statement setting forth the outstanding Alternate
Currency Loans made and repaid during the period since the last such report
under such Alternate Currency Addendum.

         (E) Risk Participation. Immediately and automatically upon the
occurrence of an Event of Default under Sections 8.1(A), (F) or (G), each Lender
shall be deemed to have unconditionally and irrevocably purchased from the
Alternate Currency Bank, without recourse or warranty, an undivided interest in
and participation in each Alternate Currency Loan ratably in accordance with
such Lender's Pro Rata Share of the amount of such Loan, and immediately and
automatically all Alternate Currency Loans shall be converted to and
redenominated in Dollars





                                       46
<PAGE>   47

equal to the Dollar Amount of each such Alternate Currency Loan determined as of
the date of such conversion; provided, that to the extent such conversion shall
occur other than at the end of an Interest Period, the applicable Borrower shall
pay to the Alternate Currency Bank, all losses and breakage costs related
thereto in accordance with Section 4.4. Each of the Lenders shall pay to the
Alternate Currency Bank not later than two (2) Business Days following a request
for payment from such Alternate Currency Bank, in Dollars, an amount equal to
the undivided interest in and participation in the Alternate Currency Loan
purchased by such Lender pursuant to this Section 2.21(E). In the event that any
Lender fails to make payment to the Alternate Currency Bank of any amount due
under this Section 2.21(E), the Agent shall be entitled to receive, retain and
apply against such obligation the principal and interest otherwise payable to
such Lender hereunder until the Agent receives from such Lender an amount
sufficient to discharge such Lender's payment obligation as prescribed in this
Section 2.21(E) together with interest thereon at the Federal Funds Effective
Rate for each day during the period commencing on the date of demand by the
Alternate Currency Bank and ending on the date such obligation is fully
satisfied. The Agent will promptly remit all payments received as provided above
to the Alternate Currency Bank. In consideration of the risk participations
prescribed in this Section 2.21(E), each Lender shall receive, from the accrued
interest paid by the applicable Borrower on each Alternate Currency Loan, a fee
equal to such Lender's Pro Rata Share of a portion of the interest accrued on
such Loan at the Applicable Eurocurrency Margin or Applicable Floating Rate
Margin, as applicable, minus 0.25% as in effect from time to time during the
period such interest accrued. Such portion of the interest paid by the
applicable Borrower on Alternate Currency Loans to the applicable Alternate
Currency Bank shall be paid as promptly as possible by such Alternate Currency
Bank to the Agent, and the Agent shall as promptly as possible convert such
amount into Dollars at the spot rate of exchange in accordance with its normal
banking practices and apply such resulting amount ratably among the Lenders
(including the Alternate Currency Banks) in proportion to their Pro Rata Share.

         (F) Other Provisions Applicable to Alternate Currency Loans. The
specification of payment of Alternate Currency Loans in the related Alternate
Currency at a specific place pursuant to this Agreement is of the essence. Such
Alternate Currency shall be the currency of account and payment of such Loans
under this Agreement and the applicable Alternate Currency Addendum.
Notwithstanding anything in this Agreement, the obligation of the applicable
Alternate Currency Borrower in respect of such Loans shall not be discharged by
an amount paid in any other currency or at another place, whether pursuant to a
judgment or otherwise, to the extent the amount so paid, on prompt conversion
into the applicable Alternate Currency and transfer to such Lender under normal
banking procedure, does not yield the amount of such Alternate Currency due
under this Agreement, the applicable Alternate Currency Addendum. In the event
that any payment, whether pursuant to a judgment or otherwise, upon conversion
and transfer, does not result in payment of the amount of such Alternate
Currency due under this Agreement or the applicable Alternate Currency Addendum,
such Lender shall have an independent cause of action against each of the
Borrowers for the currency deficit.

         2.22 Judgment Currency. If, for the purposes of obtaining judgment in
any court, it is necessary to convert a sum due from any Borrower hereunder in
the currency expressed to be payable herein (the "SPECIFIED CURRENCY") into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase the specified
currency





                                       47
<PAGE>   48

with such other currency at the Agent's main office in Chicago, Illinois on the
Business Day preceding that on which the final, non-appealable judgment is
given. The obligations of each Borrower in respect of any sum due to any Lender
or the Agent hereunder shall, notwithstanding any judgment in a currency other
than the specified currency, be discharged only to the extent that on the
Business Day following receipt by such Lender or the Agent (as the case may be)
of any sum adjudged to be so due in such other currency such Lender or the Agent
(as the case may be) may in accordance with normal, reasonable banking
procedures purchase the specified currency with such other currency. If the
amount of the specified currency so purchased is less than the sum originally
due to such Lender or the Agent, as the case may be, in the specified currency,
each Borrower agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Agent, as the case may be, against such loss, and if the amount of
the specified currency so purchased exceeds (a) the sum originally due to any
Lender or the Agent, as the case may be, in the specified currency and (b) any
amounts shared with other Lenders as a result of allocations of such excess as a
disproportionate payment to such Lender under Section 12.2, such Lender or the
Agent, as the case may be, agrees to remit such excess to such Borrower.

         2.23 Market Disruption; Denomination of Amounts in Dollars; Dollar
Equivalent of Reimbursement Obligations. (A) Notwithstanding the satisfaction of
all conditions referred to in this Article II with respect to any Advance in any
Agreed Currency other than Dollars or Alternate Currency, as applicable, if
there shall occur on or prior to the date of such Advance any change in national
or international financial, political or economic conditions or currency
exchange rates or exchange controls which would in the reasonable opinion of the
Borrower, any Alternate Currency Borrower, the Alternate Currency Bank, Agent or
the Required Lenders make it impracticable for the Eurocurrency Rate Loans or
Alternate Currency Loans comprising such Advance to be denominated in the Agreed
Currency or Alternate Currency, as applicable, specified by the applicable
Borrower, then the Agent shall forthwith give notice thereof to such Borrower ,
the Alternate Currency Bank and the Lenders, or the Borrower shall give notice
to the Agent, the Alternate Currency Bank and the Lenders, as the case may be,
and such Eurocurrency Rate Loans or Alternate Currency Loans shall not be
denominated in such currency but shall be made on such Borrowing Date in
Dollars, in an aggregate principal amount equal to the Dollar Amount of the
aggregate principal amount specified in the related Borrowing Notice, as
Floating Rate Loans, unless the Borrower notifies the Agent at least one (1)
Business Day before such date that (i) it elects not to borrow on such date or
(ii) it elects to borrow on such date in a different Agreed Currency or
Alternate Currency, as the case may be, in which the denomination of such Loans
would in the opinion of the Agent, the Alternate Currency Bank, if applicable,
and the Required Lenders be practicable and in an aggregate principal amount
equal to the Dollar Amount of the aggregate principal amount specified in the
related Borrowing Notice.

         (B) Except as set forth below, all amounts referenced in this Article
II shall be calculated using the Dollar Amount determined based upon the
Equivalent Amount in effect as of the date of any determination thereof;
provided, however, that payment by the Borrower of any Advance denominated in an
currency other than Dollars, shall be in Dollars using the Dollar Amount of the
Advance (calculated based upon the Equivalent Amount in effect on the date of
payment thereof) and in the event that the Borrower does not reimburse the Agent
and the Lenders are required to fund a purchase of a participation in such
Advance, such purchase shall be made in Dollars in an amount equal to the Dollar
Amount of such Advance (calculated based upon the





                                       48
<PAGE>   49

Equivalent Amount in effect on the date of payment thereof). Notwithstanding
anything herein to the contrary, the full risk of currency fluctuations shall be
borne by the Borrower and the Borrower agrees to indemnify and hold harmless
each Issuing Bank, the Agent and the Lenders from and against any loss resulting
from any borrowing denominated in a currency other than in Dollars and for which
the Lenders are not reimbursed on the day of such borrowing.

         2.24 Payments to be Free and Clear. (A) All sums payable by each
Borrower hereunder, whether in respect of principal, interest, fees or
otherwise, shall be paid without deduction for any present and future taxes,
levies, imposts, deductions, charges or withholdings imposed by any government
or any political subdivision or taxing authority thereof (other than any tax on
or measured by the net income, profits or gains of any Lender) and all interest,
penalties or similar liabilities with respect thereto (collectively, "taxes"),
which amounts shall be paid by the applicable Borrower as provided in this
Section 2.24.

               (B) Grossing-up of Payments. If: (a) any Borrower or any other
Person is required by law to make any deduction or withholding on account of any
such taxes from any sum paid or expressed to be payable by the applicable
Borrower to any Lender under this Agreement; or (b) any party to this Agreement
(or any Person on its behalf) other than any Borrower is required by law to make
any deduction or withholding from, or any payment on or calculated by reference
to the amount of, any such sum received or receivable (other than on account of
any excluded taxes) by any Lender under this Agreement then:

               (i) the applicable party shall notify the Agent and, if such
          party is not the applicable Borrower, the Agent will notify the
          applicable Borrower of any such requirement or any change in any such
          requirement as soon as such party becomes aware of it;

               (ii) the applicable Borrower shall pay any such taxes before the
          later of (i) the date on which penalties attached thereto become due
          and payable or (ii) fifteen (15) days after the date of receipt by the
          applicable Borrower of such written notification provided by the Agent
          in accordance with paragraph (i) if such applicable party is not the
          applicable Borrower, such payment to be made (if the liability to pay
          is imposed on such Borrower) for its own account or (if that liability
          is imposed on any party to this Agreement) on behalf of and in the
          name of that party; and

               (iii) the sum payable by the applicable Borrower in respect of
          which the relevant deduction, withholding or payment is required shall
          (except, in the case of any such payment, to the extent that the
          amount thereof is not ascertainable when that sum is paid) be
          increased to the extent necessary to ensure that, after the making of
          that deduction, withholding or payment, that party receives on the due
          date and retains (free from any liability in respect of any such
          deduction, withholding or payment) a sum equal to that which it would
          have received and so retained had no such deduction, withholding or
          payment been required or made.


ARTICLE III: THE LETTER OF CREDIT FACILITY

         3.1 Obligation to Issue Letters of Credit. Subject to the terms and
conditions of this Agreement and in reliance upon the representations,
warranties and covenants of the Borrower herein set forth, each Issuing Bank
hereby agrees to issue for the account of the Borrower





                                       49
<PAGE>   50

through such Issuing Bank's branches as it and the Borrower may jointly agree,
one or more Letters of Credit denominated in Dollars or an Agreed Currency in
accordance with this Article III, from time to time during the period,
commencing on the Closing Date and ending on the Business Day prior to the
Termination Date.

         3.2 Transitional Provision. Schedule 3.2 contains a schedule of certain
letters of credit issued for the account of the Borrower prior to the Closing
Date. Subject to the satisfaction of the conditions contained in Sections 5.1
and 5.2, from and after the Closing Date such letters of credit shall be deemed
to be Letters of Credit issued pursuant to this Article III.

         3.3 Types and Amounts. No Issuing Bank shall have any obligation to and
no Issuing Bank shall:

               (A) issue (or amend) any Letter of Credit if on the date of
          issuance (or amendment), before or after giving effect to the Letter
          of Credit requested hereunder, (i) the Dollar Amount of the Revolving
          Credit Obligations at such time would exceed the lesser of the
          Aggregate Revolving Loan Commitment at such time, or (ii) the
          aggregate outstanding Dollar Amount of the L/C Obligations would
          exceed $15,000,000, or (iii) the Dollar Amount of all Eurocurrency
          Rate Loans and Letters of Credit in Agreed Currencies other than
          Dollars would exceed the Maximum Eurocurrency Amount; or

               (B) issue (or amend) any Letter of Credit which has an expiration
          date later than the date which is the earlier of one (1) year after
          the date of issuance thereof or five (5) Business Days immediately
          preceding the Termination Date.

         3.4 Conditions. In addition to being subject to the satisfaction of the
conditions contained in Sections 5.1 and 5.2, the obligation of an Issuing Bank
to issue any Letter of Credit is subject to the satisfaction in full of the
following conditions:

               (A) the Borrower shall have delivered to the applicable Issuing
          Bank at such times and in such manner as such Issuing Bank may
          reasonably prescribe, a request for issuance of such Letter of Credit
          in substantially the form of Exhibit C hereto (each such request a
          "REQUEST FOR LETTER OF CREDIT"), duly executed applications for such
          Letter of Credit, and such other documents, instructions and
          agreements as may be required pursuant to the terms thereof (all such
          applications, documents, instructions, and agreements being referred
          to herein as the "L/C DOCUMENTS"), and the proposed Letter of Credit
          shall be reasonably satisfactory to such Issuing Bank as to form and
          content; and

               (B) as of the date of issuance no order, judgment or decree of
          any court, arbitrator or Governmental Authority shall purport by its
          terms to enjoin or restrain the applicable Issuing Bank from issuing
          such Letter of Credit and no law, rule or regulation applicable to
          such Issuing Bank and no request or directive (whether or not having
          the force of law) from a Governmental Authority with jurisdiction over
          such Issuing Bank shall prohibit or request that such Issuing Bank
          refrain from the issuance of Letters of Credit generally or the
          issuance of that Letter of Credit.






                                       50
<PAGE>   51

         3.5 Procedure for Issuance of Letters of Credit. (A) Subject to the
terms and conditions of this Article III and provided that the applicable
conditions set forth in Sections 5.1 and 5.2 hereof have been satisfied, the
applicable Issuing Bank shall, on the requested date, issue a Letter of Credit
on behalf of the Borrower in accordance with such Issuing Bank's usual and
customary business practices and, in this connection, such Issuing Bank may
assume that the applicable conditions set forth in Section 5.2 hereof have been
satisfied unless it shall have received notice to the contrary from the Agent or
a Lender or has knowledge that the applicable conditions have not been met.

         (B) The applicable Issuing Bank shall give the Agent written or telex
notice, or telephonic notice confirmed promptly thereafter in writing, of the
issuance of a Letter of Credit, provided, however, that the failure to provide
such notice shall not result in any liability on the part of such Issuing Bank.

         (C) No Issuing Bank shall extend or amend any Letter of Credit unless
the requirements of this Section 3.5 are met as though a new Letter of Credit
was being requested and issued.

         3.6 Letter of Credit Participation. On the date of this Agreement, with
respect to the Letters of Credit identified on Schedule 3.2, and immediately
upon the issuance of each Letter of Credit hereunder, each Lender with a Pro
Rata Share shall be deemed to have automatically, irrevocably and
unconditionally purchased and received from the applicable Issuing Bank an
undivided interest and participation in and to such Letter of Credit, the
obligations of the Borrower in respect thereof, and the liability of such
Issuing Bank thereunder (collectively, an "L/C INTEREST") in an amount equal to
the Dollar Amount available for drawing under such Letter of Credit multiplied
by such Lender's Pro Rata Share. Each Issuing Bank will notify each Lender
promptly upon presentation to it of an L/C Draft or upon any other draw under a
Letter of Credit. On or before the Business Day on which an Issuing Bank makes
payment of each such L/C Draft or, in the case of any other draw on a Letter of
Credit, on demand by the Agent or the applicable Issuing Bank, each Lender shall
make payment to the Agent, for the account of the applicable Issuing Bank, in
immediately available funds in the Agreed Currency in an amount equal to such
Lender's Pro Rata Share of the Dollar Amount of such payment or draw. The
obligation of each Lender to reimburse the Issuing Banks under this Section 3.6
shall be unconditional, continuing, irrevocable and absolute. In the event that
any Lender fails to make payment to the Agent of any amount due under this
Section 3.6, the Agent shall be entitled to receive, retain and apply against
such obligation the principal and interest otherwise payable to such Lender
hereunder until the Agent receives such payment from such Lender or such
obligation is otherwise fully satisfied; provided, however, that nothing
contained in this sentence shall relieve such Lender of its obligation to
reimburse the applicable Issuing Bank for such amount in accordance with this
Section 3.6.

         3.7 Reimbursement Obligation. The Borrower agrees unconditionally,
irrevocably and absolutely to pay immediately to the Agent, for the account of
the Lenders, the amount of each advance drawn under or pursuant to a Letter of
Credit or an L/C Draft related thereto (such obligation of the Borrower to
reimburse the Agent for an advance made under a Letter of Credit or L/C Draft
being hereinafter referred to as a "REIMBURSEMENT OBLIGATION" with respect to
such Letter of Credit or L/C Draft), each such reimbursement to be made by the
Borrower no later than the Business Day on which the applicable Issuing Bank
makes payment of each such L/C Draft or, if the Borrower shall have received
notice of a Reimbursement Obligation later





                                       51
<PAGE>   52

than 12:00 p.m. (Chicago time), on any Business Day or on a day which is not a
Business Day, no later than 12:00 p.m. (Chicago time), on the immediately
following Business Day or, in the case of any other draw on a Letter of Credit,
the date specified in the demand of such Issuing Bank. If the Borrower at any
time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, the
Borrower shall be deemed to have elected to borrow Revolving Loans from the
Lenders, as of the date of the advance giving rise to the Reimbursement
Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement
Obligation. Such Revolving Loans shall be made as of the date of the payment
giving rise to such Reimbursement Obligation, automatically, without notice and
without any requirement to satisfy the conditions precedent otherwise applicable
to an Advance of Revolving Loans. Such Revolving Loans shall constitute a
Floating Rate Advance, the proceeds of which Advance shall be used to repay such
Reimbursement Obligation. If, for any reason, the Borrower fails to repay a
Reimbursement Obligation on the day such Reimbursement Obligation arises and,
for any reason, the Lenders are unable to make or have no obligation to make
Revolving Loans, then such Reimbursement Obligation shall bear interest from and
after such day, until paid in full, at the interest rate applicable to a
Floating Rate Advance.

         3.8 Letter of Credit Fees. The Borrower agrees to pay:

               (A) quarterly, in arrears, to the Agent for the ratable benefit
          of the Lenders, except as set forth in Section 9.2, a letter of credit
          fee at a rate per annum equal to the Applicable L/C Fee Percentage on
          the average daily outstanding Dollar Amount available for drawing
          under all Letters of Credit;

               (B) quarterly, in arrears, to the applicable Issuing Bank, a
          letter of credit fronting fee equal to 0.125% per annum on the average
          daily outstanding face amount available for drawing under all Letters
          of Credit issued by such Issuing Bank; and

               (C) to the applicable Issuing Bank, all customary fees and other
          issuance, amendment, document examination, negotiation and presentment
          expenses and related charges in connection with the issuance,
          amendment, presentation of L/C Drafts, and the like customarily
          charged by such Issuing Banks with respect to standby and commercial
          Letters of Credit, including, without limitation, standard commissions
          with respect to commercial Letters of Credit, payable at the time of
          invoice of such amounts.

         3.9 Issuing Bank Reporting Requirements. In addition to the notices
required by Section 3.5(C), each Issuing Bank shall, no later than the tenth
(10th) Business Day following the last day of each month, provide to the Agent,
upon the Agent's request, schedules, in form and substance reasonably
satisfactory to the Agent, showing the date of issue, account party, Agreed
Currency and amount in such Agreed Currency, expiration date and the reference
number of each Letter of Credit issued by it outstanding at any time during such
month and the aggregate amount payable by the Borrower during such month. In
addition, upon the request of the Agent, each Issuing Bank shall furnish to the
Agent copies of any Letter of Credit and any application for or reimbursement
agreement with respect to a Letter of Credit to which the Issuing Bank is party
and such other documentation as may reasonably be requested by the Agent. Upon
the request of any Lender, the Agent will provide to such Lender information
concerning such Letters of Credit.







                                       52
<PAGE>   53

         3.10 Indemnification; Exoneration. (A) In addition to amounts payable
as elsewhere provided in this Article III, the Borrower hereby agrees to
protect, indemnify, pay and save harmless the Agent, each Issuing Bank and each
Lender from and against any and all liabilities and costs which the Agent, such
Issuing Bank or such Lender may incur or be subject to as a consequence, direct
or indirect, of (i) the issuance of any Letter of Credit other than, in the case
of the applicable Issuing Bank, as a result of its Gross Negligence or willful
misconduct, as determined by the final judgment of a court of competent
jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a
drawing under a Letter of Credit as a result of any act or omission, whether
rightful or wrongful, of any present or future de jure or de facto Governmental
Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

         (B) As among the Borrower, the Lenders, the Agent and the Issuing
Banks, the Borrower assumes all risks of the acts and omissions of, or misuse of
such Letter of Credit by, the beneficiary of any Letters of Credit. In
furtherance and not in limitation of the foregoing, subject to the provisions of
the Letter of Credit applications and Letter of Credit reimbursement agreements
executed by the Borrower at the time of request for any Letter of Credit,
neither the Agent, any Issuing Bank nor any Lender shall be responsible (in the
absence of Gross Negligence or willful misconduct in connection therewith, as
determined by the final judgment of a court of competent jurisdiction): (i) for
the form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for and
issuance of the Letters of Credit, even if it should in fact prove to be in any
or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii)
for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) for failure of the beneficiary of a
Letter of Credit to comply duly with conditions required in order to draw upon
such Letter of Credit; (iv) for errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex, or
other similar form of teletransmission or otherwise; (v) for errors in
interpretation of technical trade terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; and (viii) for any consequences arising
from causes beyond the control of the Agent, the Issuing Banks and the Lenders,
including, without limitation, any Governmental Acts. None of the above shall
affect, impair, or prevent the vesting of any Issuing Bank's rights or powers
under this Section 3.10.

         (C) In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by any Issuing
Bank under or in connection with the Letters of Credit or any related
certificates shall not, in the absence of Gross Negligence or willful
misconduct, as determined by the final judgment of a court of competent
jurisdiction, put the applicable Issuing Bank, the Agent or any Lender under any
resulting liability to the Borrower or relieve the Borrower of any of its
obligations hereunder to any such Person.

         (D) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 3.10 shall survive the payment in full of principal and interest
hereunder, the termination of the Letters of Credit and the termination of this
Agreement.







                                       53
<PAGE>   54

         3.11 Cash Collateral. Notwithstanding anything to the contrary herein
or in any application for a Letter of Credit, upon payout or termination of this
Agreement in full in cash, the Borrower shall, on the Business Day that it
receives Agent's demand, deliver to the Agent for the benefit of the Lenders and
the Issuing Banks, cash, or other collateral of a type satisfactory to the
Required Lenders, having a value, as determined by such Lenders, equal to one
hundred five percent (105%) of the aggregate Dollar Amount of the outstanding
L/C Obligations. In addition, if the Revolving Credit Availability is at any
time less than the Dollar Amount of all contingent L/C Obligations outstanding
at any time, the Borrower shall deposit cash collateral with the Agent in
Dollars in an amount equal to one-hundred five percent (105%) of the Dollar
Amount by which such L/C Obligations exceed such Revolving Credit Availability.
Any such collateral shall be held by the Agent in a separate account
appropriately designated as a cash collateral account in relation to this
Agreement and the Letters of Credit and retained by the Agent for the benefit of
the Lenders and the Issuing Banks as collateral security for the Borrower's
obligations in respect of this Agreement and each of the Letters of Credit and
L/C Drafts. Such amounts shall be applied to reimburse the Issuing Banks for
drawings or payments under or pursuant to Letters of Credit or L/C Drafts, or if
no such reimbursement is required, to payment of such of the other Obligations
as the Agent shall determine. If no Default shall be continuing, amounts
remaining in any cash collateral account established pursuant to this Section
3.11 which are not to be applied to reimburse an Issuing Bank for amounts
actually paid or to be paid by such Issuing Bank in respect of a Letter of
Credit or L/C Draft, shall be returned to the Borrower within one (1) Business
Day (after deduction of the Agent's expenses incurred in connection with such
cash collateral account).


ARTICLE IV: CHANGE IN CIRCUMSTANCES

         4.1 Yield Protection. If any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law) adopted after the date of this Agreement and having
general applicability to all banks within the jurisdiction in which such Lender
operates (excluding, for the avoidance of doubt, the effect of and phasing in of
capital requirements or other regulations or guidelines passed prior to the date
of this Agreement), or any interpretation or application thereof by any
Governmental Authority charged with the interpretation or application thereof,
or the compliance of any Lender therewith,

               (A) subjects any Lender or any applicable Lending Installation to
          any tax, duty, charge or withholding on or from payments due from the
          Borrower (excluding taxation of the overall net income of any Lender
          or taxation of a similar basis, which are governed by Section
          2.15(E)), or changes the basis of taxation of payments to any Lender
          in respect of its Loans, its L/C Interests, the Letters of Credit or
          other amounts due it hereunder, or

               (B) imposes or increases or deems applicable any reserve,
          assessment, insurance charge, special deposit or similar requirement
          against assets of, deposits with or for the account of, or credit
          extended by, any Lender or any applicable Lending Installation (other
          than reserves and assessments taken into account in determining the
          interest rate applicable to Eurocurrency Rate Loans) with respect to
          its Loans, L/C Interests or the Letters of Credit, or

               (C) imposes any other condition the result of which is to
          increase the cost to any Lender or any applicable Lending Installation
          of making, funding or maintaining the Loans,





                                       54
<PAGE>   55

          the L/C Interests or the Letters of Credit or reduces any amount
          received by any Lender or any applicable Lending Installation in
          connection with Loans or Letters of Credit, or requires any Lender or
          any applicable Lending Installation to make any payment calculated by
          reference to the amount of Loans or L/C Interests held or interest
          received by it or by reference to the Letters of Credit, by an amount
          deemed material by such Lender;

and the result of any of the foregoing is to increase the cost to that Lender of
making, renewing or maintaining its Loans, L/C Interests, or Letters of Credit
or to reduce any amount received under this Agreement, then, within fifteen (15)
days after receipt by the Borrower of written demand by such Lender pursuant to
Section 4.5, the Borrower shall pay such Lender that portion of such increased
expense incurred or reduction in an amount received which such Lender determines
is attributable to making, funding and maintaining its Loans, L/C Interests,
Letters of Credit and its Revolving Loan Commitment.

         4.2 Changes in Capital Adequacy Regulations. If a Lender determines (i)
the amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a "Change" (as defined below), and (ii) such
increase in capital will result in an increase in the cost to such Lender of
maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to
make Loans hereunder, then, within fifteen (15) days after receipt by the
Borrower of written demand by such Lender pursuant to Section 4.5, the Borrower
shall pay such Lender the amount necessary to compensate for any shortfall in
the rate of return on the portion of such increased capital which such Lender
determines is attributable to this Agreement, its Loans, its L/C Interests, the
Letters of Credit or its obligation to make Loans hereunder (after taking into
account such Lender's policies as to capital adequacy). "CHANGE" means (i) any
change after the date of this Agreement in the "Risk-Based Capital Guidelines"
(as defined below) excluding, for the avoidance of doubt, the effect of any
phasing in of such Risk-Based Capital Guidelines or any other capital
requirements passed prior to the date hereof, or (ii) any adoption of or change
in any other law, governmental or quasi-governmental rule, regulation, policy,
guideline, interpretation, or directive (whether or not having the force of law)
after the date of this Agreement and having general applicability to all banks
and financial institutions within the jurisdiction in which such Lender operates
which affects the amount of capital required or expected to be maintained by any
Lender or any Lending Installation or any corporation controlling any Lender.
"RISK-BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in
effect in the United States on the date of this Agreement, including transition
rules, and (ii) the corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing the July 1988 report of the
Basle Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

         4.3 Availability of Types of Advances. If (i) any Lender determines
that maintenance of its Eurocurrency Rate Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation or directive,
whether or not having the force of law, or (ii) the Required Lenders determine
that (x) deposits of a type, currency or maturity appropriate to match fund
Eurocurrency Rate Advances are not available or (y) the interest rate applicable
to a Eurocurrency Rate Advance or Alternate Currency Advance does not accurately
reflect the cost of making or maintaining such an Advance, then the Agent shall
suspend the availability of the






                                       55

<PAGE>   56

affected Type of Advance and, in the case of any occurrence set forth in clause
(i), require any Advances of the affected Type to be repaid or converted into
another Type.

         4.4 Funding Indemnification. Subject to Sections 2.5(B)(i), (ii), and
(iii), if any payment of a Eurocurrency Rate Advance occurs on a date which is
not the last day of the applicable Interest Period, whether because of
acceleration, prepayment, or otherwise, or a Eurocurrency Rate Advance is not
made on the date specified by the Borrower for any reason other than default by
the Lenders, the Borrower indemnifies each Lender for any loss or cost incurred
by it resulting therefrom, including, without limitation, any loss or cost in
liquidating or employing deposits acquired to fund or maintain the Eurocurrency
Rate Advance. In connection with any assignment by any Lender of any portion of
the Loans made pursuant to Section 13.3, and if, notwithstanding the provisions
of Section 2.4, the Borrower has requested and the Agent has consented to the
use of the Eurocurrency Rate, the Borrower shall be deemed to have repaid all
outstanding Eurocurrency Rate Advances as of the effective date of such
assignment and reborrowed such amount as a Floating Rate Advance and/or
Eurocurrency Rate Advance (chosen in accordance with the provisions of Section
2.4) and the indemnification provisions under this Section 4.4 shall apply.

         4.5 Lender Statements; Survival of Indemnity. If reasonably possible,
each Lender shall designate an alternate Lending Installation with respect to
its Eurocurrency Rate Loans to reduce any liability of the Borrower to such
Lender under Sections 4.1 and 4.2 or to avoid the unavailability of a Type of
Advance under Section 4.3, so long as such designation is not disadvantageous to
such Lender. Each Lender requiring compensation pursuant to Section 2.15(E) or
to this Article IV shall use its reasonable efforts to notify the Borrower and
the Agent in writing of any Change, law, policy, rule, guideline or directive
giving rise to such demand for compensation not later than ninety (90) days
following the date upon which the responsible account officer of such Lender
knows or should have known of such Change, law, policy, rule, guideline or
directive. Any demand for compensation pursuant to this Article IV shall be in
writing and shall state the amount due, if any, under Section 4.1, 4.2 or 4.4
and shall set forth in reasonable detail the calculations upon which such Lender
determined such amount. Such written demand shall be rebuttably presumed correct
for all purposes. Determination of amounts payable under such Sections in
connection with a Eurocurrency Rate Loan shall be calculated as though each
Lender funded its Eurocurrency Rate Loan through the purchase of a deposit of
the type, currency and maturity corresponding to the deposit used as a reference
in determining the Eurocurrency Rate applicable to such Loan, whether in fact
that is the case or not. The obligations of the Borrower under Sections 4.1, 4.2
and 4.4 shall survive payment of the Obligations and termination of this
Agreement.

ARTICLE V: CONDITIONS PRECEDENT

         5.1 Initial Advances and Letters of Credit. The Borrower hereby
confirms that on or prior to the Closing Date, the Borrower has furnished to the
Agent each of the following, with sufficient copies for the Lenders, all in form
and substance satisfactory to the Agent and the Lenders:

               (1) Copies of the Certificate of Incorporation of the Borrower,
          together with all amendments and a certificate of good standing, both
          certified by the appropriate governmental officer in its jurisdiction
          of incorporation;







                                       56

<PAGE>   57

               (2) Copies, certified by the Secretary or Assistant Secretary of
          the Borrower, of its By-Laws and of its Board of Directors'
          resolutions (and resolutions of other bodies, if any are deemed
          necessary by counsel for any Lender) authorizing the execution of the
          Loan Documents;

               (3) An incumbency certificate, executed by the Secretary or
          Assistant Secretary of the Borrower, which shall identify by name and
          title and bear the signature of the officers of the Borrower
          authorized to sign the Loan Documents and to make borrowings
          hereunder, upon which certificate the Lenders shall be entitled to
          rely until informed of any change in writing by the Borrower;

               (4) A certificate, in form and substance satisfactory to the
          Agent, signed by the chief financial officer of the Borrower, stating
          that on the date of this Agreement all the representations in this
          Agreement are true and correct in all material respects (unless such
          representation and warranty is made as of a specific date, in which
          case, such representation and warranty shall be true in all material
          respects as of such date) and no Default or Unmatured Default has
          occurred and is continuing;

               (5) The written opinions of each opinion of the Borrower's US
          counsel, addressed to the Agent and the Lenders, in substantially the
          form attached hereto as Exhibit E;

               (6) Evidence reasonably satisfactory to the Agent that the
          Borrower and each of its Subsidiaries (a) has made an assessment of
          the Year 2000 Issues; (b) has a program from remediating the Year 2000
          Issues, including a timetable and budget of anticipated costs; and (c)
          has source of funds as required in such budget;

               (7) Evidence reasonably satisfactory to the Agent that there
          exists no injunction or temporary restraining order which, in the
          reasonable judgment of the Agent, would prohibit the making of the
          Loans and the other transactions contemplated by the Loan Documents or
          any litigation seeking such an injunction or restraining order;

               (8) Such other documents as the Agent or any Lender or its
          counsel may have reasonably requested, including, without limitation,
          all of the documents reflected on the List of Closing Documents
          attached as Exhibit F to this Agreement;

               (9) The Agent shall have received opinions of value, solvency and
          other appropriate factual information and advice in form and substance
          reasonably satisfactory to it and from the chief financial officer of
          the Borrower supporting the conclusions that after giving effect to
          the transactions contemplated herein, the Borrower and its
          Subsidiaries on a consolidated basis is Solvent and will be Solvent
          subsequent to incurring the indebtedness contemplated under the Loan
          Documents, will be able to pay its debts and liabilities as they
          become due and will not be left with unreasonably small working
          capital for general corporate purposes;

               (10) Evidence satisfactory to the Agent that the Borrower has
          paid to the Agent and the Arranger the fees agreed to in the fee
          letter dated January 19, 1999, among the Agent, the Arranger and the
          Borrower.

         5.2 Each Advance and Letter of Credit. The Lenders shall not be
required to make any Advance, or issue any Letter of Credit, unless on the
applicable Borrowing Date, or in the case of a Letter of Credit, the date on
which the Letter of Credit is to be issued:







                                       57

<PAGE>   58

               (A) There exists no Default or Unmatured Default;

               (B) The representations and warranties contained in Article VI
          are true and correct in all material respects as of such Borrowing
          Date (unless such representation and warranty is made as of a specific
          date, in which case, such representation and warranty shall be true in
          all material respects as of such date) except for changes in the
          Schedules to this Agreement reflecting transactions permitted by or
          not in violation of this Agreement or reflecting changes made on or
          prior to the Closing Date that are not reasonably expected to evidence
          a Material Adverse Effect; and

               (C) (i) The Revolving Credit Obligations do not, and after making
          such proposed Advance or issuing such Letter of Credit would not,
          exceed the Aggregate Revolving Loan Commitment, and (ii) the aggregate
          outstanding principal Dollar Amount of all Eurocurrency Rate Advances
          in Agreed Currencies other than Dollars and all L/C Obligations in
          Agreed Currencies other than Dollars and all Alternate Currency Loans
          does not and would not exceed the Maximum Eurocurrency Amount.

         Each Borrowing/Conversion/Continuation Notice with respect to each such
Advance and the letter of credit application with respect to each Letter of
Credit shall constitute a representation and warranty by the Borrower that the
conditions contained in Sections 5.2(A), (B) and (C) have been satisfied. Any
Lender may require a duly completed officer's certificate in substantially the
form of Exhibit G hereto and/or a duly completed compliance certificate in
substantially the form of Exhibit H hereto as a condition to making an Advance.

         5.3 Effectiveness of this Agreement. The Lenders shall not be required
to make any Loans or issue any Letters of Credit hereunder, the Swing Line Bank
shall not be required to make any Swing Line Loans hereunder, and this Agreement
shall not become effective, unless (i) such initial Loans are made not later
than October 29, 1999; (ii) the Borrower shall have paid all outstanding fees
and expenses (including, without limitation, all unpaid arrangement fees,
commitment fees and legal expenses of the Agent) due and payable under the
Amended Credit Agreement; and (iii) the Borrower has furnished to the Agent each
of the following, with sufficient copies for the Lenders:

               (1) Copies, certified by the Secretary or Assistant Secretary of
          the Borrower, of the Borrower's Boards of Directors' resolutions
          authorizing the execution of this Agreement;

               (2) Incumbency certificate, executed by the Secretary or
          Assistant Secretary of the Borrower, which shall identify by name and
          title and bear the signature of the officers of the Borrower
          authorized to sign this Agreement and any other Loan Documents entered
          into in connection herewith, and of each of the Authorized Officers
          authorized to make borrowings and request Letters of Credit hereunder,
          upon which certificate the Lenders shall be entitled to rely until
          informed of any change in writing by the Borrower;

               (3) A certificate, in form and substance satisfactory to the
          Agent, signed by an Authorized Officer, stating that on the Closing
          Date all the representations in this Agreement are true and correct
          and no Default or Unmatured Default has occurred and is continuing.
          and

               (4) The written opinions of the Borrowers' and the Guarantors'
          U.S. counsel, and each Alternate Currency Borrower's foreign counsel,
          in each case, addressed to the Agent,






                                       58
<PAGE>   59

          the Alternate Currency Banks and the Lenders, in form and substance
          acceptable to the Agent and its counsel, with respect to the due
          authorization, execution and enforceability of this Agreement.


ARTICLE VI: REPRESENTATIONS AND WARRANTIES

           In order to induce the Agent and the Lenders to enter into this
Agreement and to make the Loans and the other financial accommodations to the
Borrower and to issue the Letters of Credit described herein, the Borrower
represents and warrants as follows to each Lender and the Agent as of the date
of this Agreement and on the Closing Date, giving effect to the consummation of
the transactions contemplated by the Loan Documents on the Closing Date, and
thereafter on each date as required by Section 5.2:

         6.1 Organization; Corporate Powers. The Borrower and each of its
Subsidiaries (i) is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (ii) except in
respect to the failure of Chromart Corporation and Designer's Atelier, Inc. to
be qualified to do business in the state of New York, is duly qualified to do
business as a foreign corporation and is in good standing under the laws of each
jurisdiction in which failure to be so qualified and in good standing could not
reasonably be expected to have a Material Adverse Effect, and (iii) has all
requisite corporate power and authority to own, operate and encumber its
property and to conduct its business as presently conducted and as proposed to
be conducted.

          6.2 Authority.

         (A) The Borrower and each of its Subsidiaries has the requisite
corporate power and authority to execute, deliver and perform each of the Loan
Documents which have been executed by it as required by this Agreement and the
other Loan Documents on or prior to Closing Date and (ii) to file the Loan
Documents which have been filed by it as required by this Agreement, the other
Loan Documents or otherwise on or prior to the Closing Date with any
Governmental Authority.

 .
         (B) The execution, delivery, performance and filing, as the case may
be, of each of the Loan Documents which have been executed or filed as required
by this Agreement, the other Loan Documents or otherwise on or prior to the
Closing Date and to which the Borrower or any of its Subsidiaries is party, and
the consummation of the transactions contemplated thereby, have been duly
approved by the respective boards of directors and, if necessary, the
shareholders of the Borrower and its Subsidiaries, and such approvals have not
been rescinded. No other corporate action or proceedings on the part of the
Borrower or its Subsidiaries are necessary to consummate such transactions.

         (C) Each of the Loan Documents to which the Borrower or any of its
Subsidiaries is a party has been duly executed, delivered or filed, as the case
may be, by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms (except as enforceability
may be limited by bankruptcy, insolvency, or similar laws affecting the
enforcement of creditors' rights generally), is in full force and effect and no
material term or condition thereof has been amended, modified or waived from the
terms and conditions






                                       59
<PAGE>   60

contained in the Loan Documents delivered to the Agent pursuant to Section 5.1
without the prior written consent of the Agent, and the Borrower and its
Subsidiaries have, and, to the best of the Borrower's and its Subsidiaries'
knowledge, all other parties thereto have, performed and complied with all the
terms, provisions, agreements and conditions set forth therein and required to
be performed or complied with by such parties on or before the Closing Date, and
no unmatured default, default or breach of any covenant by any such party exists
thereunder.

         6.3 No Conflict; Governmental Consents. The execution, delivery and
performance of each of the Loan Documents to which the Borrower or any of its
Subsidiaries is a party do not and will not (i) conflict with the certificate or
articles of incorporation or by-laws of the Borrower or any such Subsidiary,
(ii) constitute a tortious interference with any Contractual Obligation of any
Person or conflict with, result in a breach of or constitute (with or without
notice or lapse of time or both) a default under any Requirement of Law
(including, without limitation, any Environmental Property Transfer Act) or
Contractual Obligation of the Borrower or any such Subsidiary, or require
termination of any Contractual Obligation, except such interference, breach,
default or termination which individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect, (iii) with respect to
the Loan Documents, constitute a tortious interference with any Contractual
Obligation of any Person or conflict with, result in a breach of or constitute
(with or without notice or lapse of time or both) a default under any
Requirement of Law (including, without limitation, any Environmental Property
Transfer Act) or Contractual Obligation of the Borrower or any such Subsidiary,
or require termination of any Contractual Obligation, except such interference,
breach, default or termination which individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect, (iv) result in or
require the creation or imposition of any Lien whatsoever upon any of the
property or assets of the Borrower or any such Subsidiary, other than Liens
permitted or created by the Loan Documents, or (v) require any approval of the
Borrower's or any such Subsidiary's Board of Directors or shareholders except
such as have been obtained. Except as set forth on Schedule 6.3 to this
Agreement, the execution, delivery and performance of each of the Loan Documents
to which the Borrower or any of its Subsidiaries is a party do not and will not
require any registration with, consent or approval of, or notice to, or other
action to, with or by any Governmental Authority, including under any
Environmental Property Transfer Act, except filings, consents or notices which
have been made, obtained or given, or which, if not made, obtained or given,
individually or in the aggregate could not reasonably be expected to have a
Material Adverse Effect.

         6.4  Financial Statements.

         (A) The combined pro forma balance sheet, income statements and
statements of cash flow of the Borrower and its Subsidiaries, copies of which
are attached hereto as Schedule 6.4 to this Agreement, present on a pro forma
basis the financial condition of the Borrower and such Subsidiaries as of such
date, and reflect on a pro forma basis those liabilities reflected in the notes
thereto and resulting from consummation of the transactions contemplated by this
Agreement, and the payment or accrual of all transaction costs payable on the
Closing Date with respect to any of the foregoing and demonstrate that the
Borrower and its Subsidiaries can repay their debt and satisfy their other
obligations as and when due, and can comply with the requirements of this
Agreement. The projections and assumptions expressed in the pro forma financials
referenced in this Section 6.4(A) were prepared in good faith and represent
management's opinion based on the information available to the Borrower at the
time so





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<PAGE>   61

furnished and, since the preparation thereof and up to the Closing Date, there
has occurred no change in the business, financial condition, operations, or
prospects of the Borrower or any of its Subsidiaries, or the Borrower and its
Subsidiaries taken as a whole which has had or could reasonably be expected to
have a Material Adverse Effect.

         (B) Complete and accurate copies of the audited financial statements
and the audit report related thereto of the Borrower and its Subsidiaries as at
December 31, 1998 and December 31, 1997 have been delivered to the Agent.

         6.5 No Material Adverse Change. (A) Since December 31, 1998 up to the
Closing Date, there has occurred no change in the business, properties,
condition (financial or otherwise), performance or results of operations of the
Borrower, or the Borrower and its Subsidiaries taken as a whole or any other
event which has had or could reasonably be expected to have a Material Adverse
Effect.

         (B) Since the Closing Date, there has occurred no change in the
business, properties, condition (financial or otherwise), performance or results
of operations of the Borrower or the Borrower and its Subsidiaries taken as a
whole or any other event which has had or could reasonably be expected to have a
Material Adverse Effect.

         6.6 Taxes.

         (A) Tax Examinations. All material deficiencies which have been
asserted against the Borrower or any of the Borrower's Subsidiaries as a result
of any federal, state, local or foreign tax examination for each taxable year in
respect of which an examination has been conducted have been fully paid or
finally settled or are being contested in good faith, and as of the Closing Date
no issue has been raised by any taxing authority in any such examination which,
by application of similar principles, reasonably can be expected to result in
assertion by such taxing authority of a material deficiency for any other year
not so examined which has not been reserved for in the Borrower's consolidated
financial statements to the extent, if any, required by Agreement Accounting
Principles. Except as permitted pursuant to Section 7.2(D), neither the Borrower
nor any of the Borrower's Subsidiaries anticipates any material tax liability
with respect to the years which have not been closed pursuant to applicable law.

         (B) Payment of Taxes. All tax returns and reports of the Borrower and
its Subsidiaries required to be filed have been timely filed, and all material
taxes, assessments, fees and other governmental charges thereupon and upon their
respective property, assets, income and franchises which are shown in such
returns or reports to be due and payable have been paid except those items which
are being contested in good faith and have been reserved for in accordance with
Agreement Accounting Principles. The Borrower has no knowledge of any proposed
tax assessment against the Borrower or any of its Subsidiaries that will have or
could reasonably be expected to have a Material Adverse Effect.

         6.7 Litigation; Loss Contingencies and Violations. Except as set forth
in Schedule 6.7 to this Agreement, there is no action, suit, proceeding,
arbitration or (to the Borrower's knowledge) investigation before or by any
Governmental Authority or private arbitrator pending or, to the Borrower's
knowledge, threatened against the Borrower or any of its Subsidiaries or any
property of any of them (i) challenging the validity or the enforceability of
any material




                                       61
<PAGE>   62

provision of the Loan Documents or (ii) which will have or could reasonably be
expected to have a Material Adverse Effect. There is no material loss
contingency within the meaning of Agreement Accounting Principles which has not
been reflected in the consolidated financial statements of the Borrower prepared
and delivered pursuant to Section 7.1(A) for the fiscal period during which such
material loss contingency was incurred. Neither the Borrower nor any of its
Subsidiaries is (A) in violation of any applicable Requirements of Law which
violation will have or could reasonably be expected to have a Material Adverse
Effect, or (B) subject to or in default with respect to any final judgment,
writ, injunction, restraining order or order of any nature, decree, rule or
regulation of any court or Governmental Authority which will have or could
reasonably be expected to have a Material Adverse Effect.

         6.8 Subsidiaries. Schedule 6.8 to this Agreement (i) contains a
description of the corporate structure of the Borrower, its Subsidiaries and any
other Person in which the Borrower or any of its Subsidiaries holds an Equity
Interest; and (ii) accurately sets forth (A) the correct legal name, the
jurisdiction of incorporation and the jurisdictions in which each of the
Borrower and the direct and indirect Subsidiaries of the Borrower are qualified
to transact business as a foreign corporation, (B) the authorized, issued and
outstanding shares of each class of Capital Stock of the Borrower and each of
its Subsidiaries and the owners of such shares (both as of the Closing Date and
on a fully-diluted basis), and (C) a summary of the direct and indirect
partnership, joint venture, or other Equity Interests, if any, of the Borrower
and each Subsidiary of the Borrower in any Person that is not a corporation.
Except as disclosed on Schedule 6.8, none of the issued and outstanding Capital
Stock of the Borrower or any of the Borrower's Subsidiaries is subject to any
vesting, redemption, or repurchase agreement, and there are no warrants or
options outstanding with respect to such Capital Stock. The outstanding Capital
Stock of the Borrower and each of the Borrower's Subsidiaries is duly
authorized, validly issued, fully paid and nonassessable and is not Margin
Stock.

         6.9 ERISA. Except as disclosed on Schedule 6.9, no Benefit Plan has
incurred any accumulated funding deficiency (as defined in Sections 302(a)(2) of
ERISA and 412(a) of the Code) whether or not waived. Neither the Borrower nor
any member of the Controlled Group has incurred any material liability to the
PBGC which remains outstanding other than the payment of premiums, and there are
no premium payments which have become due which are unpaid. Schedule B to the
most recent annual report filed with the IRS with respect to each Benefit Plan
and furnished to the Lenders is complete and accurate. Since the date of each
such Schedule B, there has been no material adverse change in the funding status
or financial condition of the Benefit Plan relating to such Schedule B. Neither
the Borrower nor any member of the Controlled Group has (i) failed to make a
required contribution or payment to a Multiemployer Plan or (ii) made a complete
or partial withdrawal under Sections 4203 or 4205 of ERISA from a Multiemployer
Plan. Neither the Borrower nor any member of the Controlled Group has failed to
make a required installment or any other required payment under Section 412 of
the Code on or before the due date for such installment or other payment.
Neither the Borrower nor any member of the Controlled Group is required to
provide security to a Benefit Plan under Section 401(a)(29) of the Code due to a
Plan amendment that results in an increase in current liability for the plan
year. Except as set forth on Schedule 6.9, neither the Borrower nor any of its
Subsidiaries maintains or contributes to any employee welfare benefit plan
within the meaning of Section 3(1) of ERISA which provides benefits to employees
after termination of employment other than as required by Section 601 of ERISA.
Each Plan which is intended to be




                                       62
<PAGE>   63

qualified under Section 401(a) of the Code as currently in effect is so
qualified in all material respects, and each trust related to any such Plan is
exempt from federal income tax under Section 501(a) of the Code as currently in
effect. The Borrower and all Subsidiaries are in compliance in all material
respects with the responsibilities, obligations and duties imposed on them by
ERISA and the Code with respect to all Plans. Neither the Borrower nor any of
its Subsidiaries nor any fiduciary of any Plan has engaged in a nonexempt
prohibited transaction described in Sections 406 of ERISA or 4975 of the Code
which could reasonably be expected to subject the Borrower to liability in
excess of $5,000,000. Neither the Borrower nor any member of the Controlled
Group has taken or failed to take any action which would constitute or result in
a Termination Event, which action or inaction could reasonably be expected to
subject the Borrower or any of its Subsidiaries to liability, individually or in
the aggregate, in excess of $5,000,000. Neither the Borrower nor any Subsidiary
is subject to any liability under Sections 4063, 4064, 4069, 4204 or 4212(c) of
ERISA and no other member of the Controlled Group is subject to any liability
under Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA which could reasonably
be expected to subject the Borrower or any of its Subsidiaries to liability,
individually or in the aggregate, in excess of $5,000,000 (other than
liabilities of any ERISA affiliate which could not, by operation of law or
otherwise, become a liability of the Borrower or any Subsidiary). Except as set
forth on Schedule 6.9, neither the Borrower nor any of its Subsidiaries has, by
reason of the transactions contemplated hereby, any obligation to make any
payment to any employee pursuant to any Plan or existing contract or
arrangement.

         6.10 Accuracy of Information. To the knowledge of the Borrower, the
information, exhibits and reports furnished by or on behalf of the Borrower and
any of its Subsidiaries to the Agent or to any Lender in connection with the
negotiation of, or compliance with, the Loan Documents, the representations and
warranties of the Borrower and its Subsidiaries contained in the Loan Documents,
and all certificates and documents delivered to the Agent and the Lenders
pursuant to the terms thereof, taken as a whole, do not contain as of the date
thereof any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained herein or therein, in light
of the circumstances under which they were made, not misleading in any material
respect.

         6.11 Securities Activities. Neither the Borrower nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

         6.12 Material Agreements. Neither the Borrower nor any Subsidiary is a
party to any Contractual Obligation which, as of the Closing Date or as of the
date on which such Contractual Obligation was incurred individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect.
Neither Borrower nor any Subsidiary is subject to any charter or other corporate
restriction which individually or in the aggregate has had or could reasonably
be expected to have a Material Adverse Effect. Neither the Borrower nor any of
its Subsidiaries has received written notice that (i) it is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any Contractual Obligation applicable to it, or (ii) any
condition exists which, with the giving of notice or the lapse of time or both,
would constitute a default with respect to any such Contractual Obligation, in
each case, except where such default or defaults, if any, individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect.




                                       63
<PAGE>   64
         6.13 Compliance with Laws. The Borrower and its Subsidiaries are in
compliance with all Requirements of Law applicable to them and their respective
businesses, in each case where the failure to so comply individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect.

         6.14 Assets and Properties. The Borrower and each of its Subsidiaries
has good and marketable title to all of its assets and properties (tangible and
intangible, real or personal) owned by it or a valid leasehold interest in all
of its leased assets (except insofar as marketability may be limited by any laws
or regulations of any Governmental Authority affecting such assets), and all
such assets and property are free and clear of all Liens, except Liens permitted
under Section 7.3(C). Substantially all of the assets and properties owned by,
leased to or used by the Borrower and/or each such Subsidiary of the Borrower
are in adequate operating condition and repair, ordinary wear and tear excepted.
Neither this Agreement nor any other Loan Document, nor any transaction
contemplated under any such agreement, will affect any right, title or interest
of the Borrower or such Subsidiary in and to any of such assets in a manner that
could reasonably be expected to have a Material Adverse Effect.

         6.15 Statutory Indebtedness Restrictions. Neither the Borrower nor any
of its Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, or the
Investment Company Act of 1940, or any other federal or state statute or
regulation which limits its ability to incur indebtedness or its ability to
consummate the transactions contemplated hereby.

         6.16 Insurance. Schedule 6.16 to this Agreement accurately sets forth
as of the Closing Date all insurance policies and programs currently in effect
with respect to the respective properties and assets and business of the
Borrower and its Subsidiaries, specifying, for each such policy and program, (i)
the amount thereof, (ii) the risks insured against thereby, (iii) the name of
the insurer and each insured party thereunder, (iv) the policy or other
identification number thereof, (v) the expiration date thereof, (vi) the annual
premium with respect thereto, and (vii) any reserves relating to any
self-insurance program that is in effect. Such insurance policies and programs
reflect coverage that is reasonably consistent with prudent industry practice.

         6.17 Labor Matters.

         As of the Closing Date, no attempt to organize the employees of the
Borrower, and no labor disputes, strikes or walkouts affecting the operations of
the Borrower or any of its Subsidiaries, is pending, or, to the Borrower's
knowledge, threatened, planned or contemplated which could reasonably be
expected to have a Material Adverse Effect.

         6.18 [Reserved].

         6.19 Environmental Matters. (A) Except as disclosed on Schedule 6.19 to
this Agreement

               (i) the operations of the Borrower and its Subsidiaries comply in
          all material respects with Environmental, Health or Safety
          Requirements of Law;

               (ii) the Borrower and its Subsidiaries have all permits, licenses
          or other authorizations required under Environmental, Health or Safety
          Requirements of Law and are in material compliance with such permits;





                                       64
<PAGE>   65

               (iii) neither the Borrower, any of its Subsidiaries nor any of
          their respective present property or operations, or, to the Borrower's
          or any of its Subsidiaries' knowledge, any of their respective past
          property or operations, are subject to or the subject of, any
          investigation known to the Borrower or any of its Subsidiaries, any
          judicial or administrative proceeding, order, judgment, decree,
          settlement or other agreement respecting: (A) any material violation
          of Environmental, Health or Safety Requirements of Law; (B) any
          remedial action; or (C) any material claims or liabilities arising
          from the Release or threatened Release of a Contaminant into the
          environment;

               (iv) there is not now, nor to the Borrower's or any of its
          Subsidiaries' knowledge has there ever been, on or in the property of
          the Borrower or any of its Subsidiaries any landfill, waste pile,
          underground storage tanks, aboveground storage tanks, surface
          impoundment or hazardous waste storage facility of any kind, any
          polychlorinated biphenyls (PCBs) used in hydraulic oils, electric
          transformers or other equipment, or any asbestos containing material;
          and

               (v) to the knowledge of the Borrower or any of its Subsidiaries,
          neither the Borrower nor any of its Subsidiaries has any material
          Contingent Obligation in connection with any Release or threatened
          Release of a Contaminant into the environment.

         (B) For purposes of this Section 6.19 "material" means any
noncompliance or basis for liability which could reasonably be likely to subject
the Borrower or any of its Subsidiaries to liability, individually or in the
aggregate, in excess of $5,000,000.

         6.20 Solvency. After giving effect to (i) the Loans to be made on the
Closing Date or such other date as Loans requested hereunder are made, (ii) the
other transactions contemplated by this Agreement and the other Loan Documents
and (iii) the payment and accrual of all transaction costs with respect to the
foregoing, the Borrower and its Subsidiaries taken as a whole are Solvent.

         6.21 Year 2000 Issues. Each of the Borrower and its Subsidiaries has
made an assessment of the Year 2000 Issues and has a program for remediating the
Year 2000 Issues on a timely basis. Based on this assessment and program, the
Borrower does not reasonably anticipate any Material Adverse Effect on its
Subsidiaries' operations, business or financial condition as a result of Year
2000 Issues.

         6.22 Representations and Warranties of each Alternate Currency
Borrower. Each Alternate Currency Borrower represents and warrants to the
Lenders that:

         (A) Organization and Corporate Powers. Such Alternate Currency Borrower
(i) is a company duly formed and validly existing and in good standing under the
laws of the state or country of its organization (such jurisdiction being
hereinafter referred to as the "Home County"); (ii) has the requisite power and
authority to own its property and assets and to carry on its business
substantially as now conducted except where the failure to have such requisite
authority would not have a material adverse effect on such Alternate Currency
Borrower; and (iii) has the requisite power and authority and legal right to
execute and deliver the Alternate Currency Addendum to which it is a party and
each other Loan Document to which it is a party and the performance by it of its
obligations thereunder have been duly authorized by proper corporate
proceedings.






                                       65
<PAGE>   66

         (B) Binding Effect. The Alternate Currency Addendum and each other Loan
Document executed by such Alternate Currency Borrower is the legal, valid and
binding obligations of such Alternate Currency Borrower enforceable in
accordance with their respective terms, except as enforceability may be limited
by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally and general equitable principles.

         (C) No Conflict; Government Consent. Neither the execution and delivery
by such Alternate Currency Borrower of the Loan Documents to which it is a
party, nor the consummation by it of the transactions therein contemplated to be
consummated by it, nor compliance by such Alternate Currency Borrower with the
provisions thereof will violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on such Alternate Currency
Borrower or any of its Subsidiaries or such Alternate Currency Borrower's or any
of its Subsidiaries' memoranda or articles of association or the provisions of
any indenture, instrument or agreement to which such Alternate Currency Borrower
or any of its Subsidiaries is a party or is subject, or by which it, or its
property, is bound, or conflict with or constitute a default thereunder, or
result in the creation or imposition of any lien in, of or on the property of
such Alternate Currency Borrower or any of its Subsidiaries pursuant to the
terms of any such indenture, instrument or agreement in any such case which
violation, conflict, default, creation or imposition could reasonably be
expected to have a material adverse effect on such Alternate Currency Borrower.
No order, consent, approval, license, authorization, or validation of, or
filing, recording or registration with, or exemption by, any governmental agency
is required to authorize, or is required in connection with the execution,
delivery and performance of, or the legality, validity, binding effect or
enforceability of, any of the Loan Documents.

         (D) Filing. To ensure the enforceability or admissibility in evidence
of this Agreement, the Alternate Currency Addendum to which such Alternate
Currency Borrower is a party and each other Loan Document to which such
Alternate Currency Borrower is a party in its Home Country, it is not necessary
that this Agreement, such Alternate Currency Addendum, or any other Loan
Document to which such Alternate Currency Borrower is a party or any other
document be filed or recorded with any court or other authority in its Home
Country or that any stamp or similar tax be paid to or in respect of this
Agreement, such Alternate Currency Addendum or any other Loan Document of such
Alternate Currency Borrower. The qualification by any Lender or the Agent for
admission to do business under the laws of such Alternate Currency Borrower's
Home Country does not constitute a condition to, and the failure to so qualify
does not affect, the exercise by any Lender or the Agent of any right,
privilege, or remedy afforded to any Lender or the Agent in connection with the
Loan Documents to which such Alternate Currency Borrower is a party or the
enforcement of any such right, privilege, or remedy against Alternate Currency
Borrower. The performance by any Lender or the Agent of any action required or
permitted under the Loan Documents will not (i) violate any law or regulation of
such Alternate Currency Borrower's Home Country or any political subdivision
thereof, (ii) result in any tax or other monetary liability to such party
pursuant to the laws of such Alternate Currency Borrower's Home Country or
political subdivision or taxing authority thereof (provided that, should any
such action result in any such tax or other monetary liability to the Lender or
the Agent, the Borrower hereby agrees to indemnify such Lender or the Agent, as
the case may be, against (x) any such tax or other monetary liability and (y)
any increase in any tax or other monetary liability which results from such
action by such Lender or the Agent and, to the extent the Borrower makes such
indemnification, the incurrence of such liability by the






                                       66
<PAGE>   67

Agent or any Lender will not constitute a Default) or (iii) violate any rule or
regulation of any federation or organization or similar entity of which the such
Alternate Currency Borrower's Home Country is a member.

         (E) No Immunity. Neither such Alternate Currency Borrower nor any of
its assets is entitled to immunity from suit, execution, attachment or other
legal process. Such Alternate Currency Borrower's execution and delivery of the
Loan Documents to which it is a party constitute, and the exercise of its rights
and performance of and compliance with its obligations under such Loan Documents
will constitute, private and commercial acts done and performed for private and
commercial purposes.

         (F) Application of Representations and Warranties. It is understood and
agreed by the parties hereto that the representations and warranties of each
Alternate Currency Borrower in this Section 6.22 shall only be applicable to
such Alternate Currency Borrower on and after the date of its execution of a
Alternate Currency Addendum.


ARTICLE VII :  COVENANTS

         The Borrower covenants and agrees that so long as any Revolving Loan
Commitments are outstanding and thereafter until payment in full of all of the
Obligations (other than contingent indemnity obligations) and termination of all
Letters of Credit, unless the Required Lenders shall otherwise give prior
written consent:

         7.1 Reporting. The Borrower shall:

         (A) Financial Reporting. Furnish to the Agent (with sufficient copies
for each of the Lenders):

               (i) Quarterly Reports. As soon as practicable, and in any event
          within fifty (50) days after the end of the first three fiscal
          quarters, the consolidated and consolidating balance sheet of the
          Borrower and its Subsidiaries as at the end of such period and the
          related consolidated and consolidating statements of income and cash
          flows of the Borrower and its Subsidiaries for such fiscal quarter and
          for the period from the beginning of the then current fiscal year to
          the end of such fiscal quarter, certified by the chief financial
          officer of the Borrower on behalf of the Borrower as fairly presenting
          in all material respects the consolidated and consolidating financial
          position of the Borrower and its Subsidiaries as at the dates
          indicated and the results of their operations and cash flows for the
          periods indicated in accordance with Agreement Accounting Principles,
          subject to normal year-end audit adjustments.

               (ii) Annual Reports. As soon as practicable, and in any event
          within ninety-five (95) days after the end of each fiscal year, (a)
          the consolidated balance sheet of the Borrower and its Subsidiaries as
          at the end of such fiscal year and the related consolidated statements
          of income, stockholders' equity and cash flows of the Borrower and its
          Subsidiaries for such fiscal year, and in comparative form the
          corresponding figures for the previous fiscal year along with
          consolidating schedules in form and substance sufficient to calculate
          the financial covenants set forth in Section 7.4, and (b) an audit
          report on the items listed in clause (a) hereof (other than the
          consolidating schedules) of independent certified public accountants
          of




                                       67
<PAGE>   68

          recognized national standing, which audit report shall be unqualified
          and shall state that such financial statements fairly present the
          consolidated financial position of the Borrower and its Subsidiaries
          as at the dates indicated and the results of their operations and cash
          flows for the periods indicated in conformity with Agreement
          Accounting Principles and that the examination by such accountants in
          connection with such consolidated financial statements has been made
          in accordance with generally accepted auditing standards. The
          deliveries made pursuant to this clause (ii) shall be accompanied by
          (x) any management letter prepared by the above-referenced
          accountants, and (y) a certificate of such accountants that, in the
          course of their examination necessary for their certification of the
          foregoing, they have obtained no knowledge of any Default or Unmatured
          Default, or if, in the opinion of such accountants, any Default or
          Unmatured Default shall exist, stating the nature and status thereof.

               (iii) Officer's Certificate. Together with each delivery of any
          financial statement (a) pursuant to clauses (i) and (ii) of this
          Section 7.1(A), an Officer's Certificate of the Borrower,
          substantially in the form of Exhibit G attached hereto and made a part
          hereof, stating that (x) the representations and warranties of the
          Borrower contained in Article VI hereof shall have been true and
          correct in all material respects (unless such representation or
          warranty is made as of a specific date, in which case, such
          representation and warranty shall be true in all material respects as
          of such date) at all times during the period covered by such financial
          statements and as of the date of such Officer's Certificate and (y) as
          of the date of such Officer's Certificate no Default or Unmatured
          Default exists, or if any Default or Unmatured Default exists, stating
          the nature and status thereof and (b) pursuant to clauses (i) and (ii)
          of this Section 7.1(A), a compliance certificate, substantially in the
          form of Exhibit H attached hereto and made a part hereof, signed by
          the Borrower's chief financial officer, setting forth calculations for
          the period then ended for Section 2.5(B), if applicable, which
          demonstrate compliance, when applicable, with the provisions of
          Sections 7.3(A) through (G) and Section 7.4, and which calculate the
          Leverage Ratio for purposes of determining the then Applicable
          Floating Rate Margin, Applicable Eurocurrency Margin and Applicable
          Commitment Fee Percentage.


         (B) Notice of Default. Promptly upon any of the chief executive
officer, chief operating officer, chief financial officer, treasurer or
controller of the Borrower obtaining actual knowledge (i) of any condition or
event which constitutes a Default or Unmatured Default, or becoming aware that
any Lender or Agent has given any written notice to any Authorized Officer with
respect to a claimed Default or Unmatured Default under this Agreement, or (ii)
that any Person has given any written notice to any Authorized Officer of the
Borrower or any Subsidiary of the Borrower or taken any other action with
respect to a claimed default or event or condition of the type referred to in
Section 8.1(E), the Borrower shall deliver to the Agent and the Lenders an
Officer's Certificate specifying (a) the nature and period of existence of any
such claimed default, Default, Unmatured Default, condition or event, (b) the
notice given or action taken by such Person in connection therewith, and (c)
what action the Borrower has taken, is taking and proposes to take with respect
thereto.

         (C) Lawsuits. (i) Promptly upon the Borrower obtaining actual knowledge
of the institution of, or written threat of, any action, suit, proceeding,
governmental investigation or arbitration, by or before any Governmental
Authority, against or affecting the Borrower or any of its Subsidiaries or any
property of the Borrower or any of its Subsidiaries not previously




                                       68
<PAGE>   69

disclosed pursuant to Section 6.7, which action, suit, proceeding, governmental
investigation or arbitration exposes, or in the case of multiple actions, suits,
proceedings, governmental investigations or arbitrations arising out of the same
general allegations or circumstances which expose, in the Borrower's reasonable
judgment, the Borrower or any of its Subsidiaries to liability in an amount
aggregating $5,000,000 or more (exclusive of claims covered by insurance
policies of the Borrower or any of its Subsidiaries unless the insurers of such
claims have disclaimed coverage or reserved the right to disclaim coverage on
such claims and exclusive of claims covered by the indemnity of a financially
responsible indemnitor in favor of the Borrower or any of its Subsidiaries
unless the indemnitor has disclaimed or reserved the right to disclaim coverage
thereof), give written notice thereof to the Agent and the Lenders and provide
such other information as may be reasonably available to enable each Lender and
the Agent and its counsel to evaluate such matters; and (ii) in addition to the
requirements set forth in clause (i) of this Section 7.1(C), upon request of the
Agent or the Required Lenders, promptly give written notice of the status of any
action, suit, proceeding, governmental investigation or arbitration covered by a
report delivered pursuant to clause (i) above and provide such other information
as may be reasonably available to it that would not jeopardize any
attorney-client privilege by disclosure to the Lenders to enable each Lender and
the Agent and its counsel to evaluate such matters.

         (D) ERISA Notices. Deliver or cause to be delivered to the Agent and
the Lenders, at the Borrower's expense, the following information and notices as
soon as reasonably possible, and in any event:

               (i) (a) within ten (10) Business Days after the Borrower obtains
          knowledge that a Termination Event has occurred, a written statement
          of the chief financial officer of the Borrower describing such
          Termination Event and the action, if any, which the Borrower has
          taken, is taking or proposes to take with respect thereto, and when
          known, any action taken or threatened by the IRS, DOL or PBGC with
          respect thereto and (b) within ten (10) Business Days after any member
          of the Controlled Group obtains knowledge that a Termination Event has
          occurred which could reasonably be expected to subject the Borrower to
          liability in excess of $5,000,000, a written statement of the chief
          financial officer of the Borrower describing such Termination Event
          and the action, if any, which the member of the Controlled Group has
          taken, is taking or proposes to take with respect thereto, and when
          known, any action taken or threatened by the IRS, DOL or PBGC with
          respect thereto;

               (ii) within ten (10) Business Days after the Borrower or any of
          its Subsidiaries obtains knowledge that a prohibited transaction
          (defined in Sections 406 of ERISA and Section 4975 of the Code) has
          occurred, a statement of the chief financial officer of the Borrower
          describing such transaction and the action which the Borrower or such
          Subsidiary has taken, is taking or proposes to take with respect
          thereto;

               (iii) within ten (10) Business Days after the material increase
          in the benefits of any existing Benefit Plan or the establishment of
          any new Benefit Plan or the commencement of, or obligation to
          commence, material contributions to any Benefit Plan or Multiemployer
          Plan to which the Borrower or any member of the Controlled Group was
          not previously contributing, notification of such increase,
          establishment, commencement or obligation to commence and the amount
          of such contributions;





                                       69
<PAGE>   70

               (iv) within ten (10) Business Days after the Borrower or any of
          its Subsidiaries receives notice of any unfavorable determination
          letter from the IRS regarding the qualification of a Plan under
          Section 401(a) of the Code, copies of each such letter;

               (v) within ten (10) Business Days after the establishment of any
          material foreign employee benefit plan (other than the establishment
          of a defined contribution plan under English law within one hundred
          eighty (180) days of the Closing Date) or the commencement of, or
          obligation to commence, material contributions to any foreign employee
          benefit plan to which the Borrower or any Subsidiary was not
          previously contributing, notification of such establishment,
          commencement or obligation to commence and the amount of such
          contributions;

               (vi) within ten (10) Business Days after the filing thereof with
          the DOL, IRS or PBGC, copies of each annual report (form 5500 series),
          including Schedule B thereto, filed with respect to each Benefit Plan;

               (vii) within ten (10) Business Days after receipt by the Borrower
          or any member of the Controlled Group of each actuarial report for any
          Benefit Plan or Multiemployer Plan and each annual report for any
          Multiemployer Plan, copies of each such report;

               (viii) within ten (10) Business Days after the filing thereof
          with the IRS, a copy of each funding waiver request filed with respect
          to any Benefit Plan and all communications received by the Borrower or
          a member of the Controlled Group with respect to such request;

               (ix) within ten (10) Business Days after receipt by the Borrower
          or any member of the Controlled Group of the PBGC's intention to
          terminate a Benefit Plan or to have a trustee appointed to administer
          a Benefit Plan, copies of each such notice;

               (x) within ten (10) Business Days after receipt by the Borrower
          or any member of the Controlled Group of a notice from a Multiemployer
          Plan regarding the imposition of withdrawal liability, copies of each
          such notice;

               (xi) within ten (10) Business Days after the Borrower or any
          member of the Controlled Group fails to make a required installment or
          any other required payment under Section 412 of the Code on or before
          the due date for such installment or payment, a notification of such
          failure; and

               (xii) within ten (10) Business Days after the Borrower or any
          member of the Controlled Group knows or has reason to know that (a) a
          Multiemployer Plan has been terminated, (b) the administrator or plan
          sponsor of a Multiemployer Plan intends to terminate a Multiemployer
          Plan, or (c) the PBGC has instituted or will institute proceedings
          under Section 4042 of ERISA to terminate a Multiemployer Plan.

For purposes of this Section 7.1(D), the Borrower, any of its Subsidiaries and
any member of the Controlled Group shall be deemed to know all facts known by
the administrator of any Plan of which the Borrower or any member of the
Controlled Group or such Subsidiary is the plan sponsor. In addition, for
purposes of this Section 7.1(D), "material" means any noncompliance or basis for
liability which could reasonably be likely to subject the Borrower or any of its
Subsidiaries to liability, individually or in the aggregate, in excess of
$5,000,000.






                                       70
<PAGE>   71

         (E) Labor Matters. Notify the Agent and the Lenders in writing,
promptly upon an Authorized Officer of the Borrower learning of (i) any material
labor dispute to which the Borrower or any of its Subsidiaries may become a
party, including, without limitation, any strikes, lockouts or other disputes
relating to such Persons' plants and other facilities which could reasonably be
expected to have a Material Adverse Effect and (ii) any Worker Adjustment and
Retraining Notification Act liability incurred with respect to the closing of
any plant or other facility of the Borrower or any of its Subsidiaries.

         (F) Other Indebtedness. Deliver to the Agent (i) a copy of each regular
report, notice or communication regarding potential or actual defaults
(including any accompanying officer's certificate) delivered by or on behalf of
the Borrower to the holders of funded Indebtedness with an aggregate outstanding
principal amount in excess of $5,000,000 pursuant to the terms of the agreements
governing such Indebtedness, such delivery to be made at the same time and by
the same means as such notice of default is delivered to such holders, and (ii)
a copy of each notice or other communication received by the Borrower from the
from the holders of funded Indebtedness with an aggregate outstanding principal
amount in excess of $5,000,000 regarding potential or actual defaults pursuant
to the terms of such Indebtedness, such delivery to be made promptly after such
notice or other communication is received by the Borrower.

         (G) Other Reports. Deliver or cause to be delivered to the Agent and
the Lenders copies of (i) all financial statements, reports and notices, if any,
sent or made available generally by the Borrower to its securities holders or
filed with the Commission by the Borrower, and (ii) all notifications received
from the Commission by the Borrower or its Subsidiaries pursuant to the
Securities Exchange Act of 1934 and the rules promulgated thereunder. Borrower
shall include the Agent and the Lenders on its standard distribution lists for
all press releases made available generally by the Borrower or any of the
Borrower's Subsidiaries to the public concerning material developments in the
business of the Borrower or any such Subsidiary.

         (H) Environmental Notices. As soon as possible and in any event within
twenty (20) days after receipt by the Borrower, a copy of (i) any notice or
claim to the effect that the Borrower or any of its Subsidiaries is or may be
liable to any Person as a result of the Release by the Borrower, any of its
Subsidiaries, or any other Person of any Contaminant into the environment, and
(ii) any notice alleging any violation of any Environmental, Health or Safety
Requirements of Law by the Borrower or any of its Subsidiaries if, in either
case, such notice or claim relates to an event which could reasonably be
expected to subject the Borrower and each of its Subsidiaries to liability
individually or in the aggregate in excess of $5,000,000.

         (I) Other Information. Promptly upon receiving a request therefor from
the Agent, prepare and deliver to the Agent and the Lenders such other
information with respect to the Borrower, any of its Subsidiaries, including,
without limitation, schedules identifying any Asset Sale or Financing (and the
use of the Net Cash Proceeds thereof), as from time to time may be reasonably
requested by the Agent.

         7.2 Affirmative Covenants.

         (A) Corporate Existence, Etc. Except as permitted pursuant to Section
7.3(I), the Borrower shall, and shall cause each of its Subsidiaries to, at all
times maintain its corporate





                                       71
<PAGE>   72

existence and preserve and keep, or cause to be preserved and kept, in full
force and effect its rights and franchises material to its businesses.

         (B) Corporate Powers; Conduct of Business. The Borrower shall, and
shall cause each of its Subsidiaries to, qualify and remain qualified to do
business in each jurisdiction in which the nature of its business requires it to
be so qualified and where the failure to be so qualified will have or could
reasonably be expected to have a Material Adverse Effect. Borrower shall cause
Chromart Corporation and Designer's Atelier, Inc. to become qualified to do
business in the state of New York as promptly as commercially practical. The
Borrower will, and will cause each Subsidiary to, carry on and conduct its
business in substantially the same manner and in substantially the same fields
of enterprise as it is presently conducted.

         (C) Compliance with Laws, Etc. The Borrower shall, and shall cause its
Subsidiaries to, (a) comply with all Requirements of Law and all restrictive
covenants affecting such Person or the business, properties, assets or
operations of such Person, and (b) obtain as needed all permits necessary for
its operations and maintain such permits in good standing unless failure to
comply or obtain such permits could not reasonably be expected to have a
Material Adverse Effect.

         (D) Payment of Taxes and Claims; Tax Consolidation. The Borrower shall
pay, and cause each of its Subsidiaries to pay, (i) all material taxes,
assessments and other governmental charges imposed upon it or on any of its
properties or assets or in respect of any of its franchises, business, income or
property before any penalty or interest accrues thereon, and (ii) all claims
(including, without limitation, claims for labor, services, materials and
supplies) for sums which have become due and payable and which by law have or
may become a Lien (other than a Lien permitted by Section 7.3(C)) upon any of
the Borrower's or such Subsidiary's property or assets, prior to the time when
any penalty or fine shall be incurred with respect thereto; provided, however,
that no such taxes, assessments and governmental charges referred to in clause
(i) above or claims referred to in clause (ii) above (and interest, penalties or
fines relating thereto) need be paid if being contested in good faith by
appropriate proceedings diligently instituted and conducted and if such reserve
or other appropriate provision, if any, as shall be required in conformity with
Agreement Accounting Principles shall have been made therefor.

         (E) Insurance. The Borrower shall maintain for itself and its
Subsidiaries, or shall cause each of its Subsidiaries to maintain in full force
and effect, the insurance policies and programs listed on Schedule 6.16 to this
Agreement or substantially similar policies and programs or other policies and
programs as reflect coverage that is reasonably consistent with prudent industry
practice for companies operating in the same or similar locations. The Borrowers
shall deliver to the Agent endorsements (x) to all "All Risk" physical damage
insurance policies on all of the Borrowers' tangible real and personal property
and assets and business interruption insurance policies naming the Agent loss
payee, and (y) to all general liability and other liability policies naming the
Agent an additional insured. In the event the Borrower or any of its
Subsidiaries at any time or times hereafter shall fail to obtain or maintain any
of the policies or insurance required herein or to pay any premium in whole or
in part relating thereto, then the Agent, without waiving or releasing any
obligations or resulting Default hereunder, may at any time or times thereafter
(but shall be under no obligation to do so) obtain and maintain such policies of
insurance and pay such premiums and take any other action with respect thereto
which the Agent reasonably deems advisable. All sums so disbursed by the Agent
shall constitute part of the Obligations, payable as provided in this Agreement.






                                       72
<PAGE>   73

         (F) Inspection of Property; Books and Records; Discussions. The
Borrower shall permit and cause each of the Borrower's Subsidiaries to permit,
any authorized representative(s) designated by either the Agent or any Lender to
visit and inspect any of the properties of the Borrower or any of its
Subsidiaries, to examine, audit, check and make copies of their respective
financial and accounting records, books, journals, orders, receipts and any
correspondence and other data relating to their respective businesses or the
transactions contemplated hereby (including, without limitation, in connection
with environmental compliance, hazard or liability), and to discuss their
affairs, finances and accounts with their officers, all upon reasonable notice
and at such reasonable times during normal business hours, as often as may be
reasonably requested. The Borrower shall keep and maintain, and cause each of
the Borrower's Subsidiaries to keep and maintain, in all material respects,
proper books of record and account in which entries in conformity with Agreement
Accounting Principles shall be made of all dealings and transactions in relation
to their respective businesses and activities. If a Default has occurred and is
continuing, the Borrower, upon the Agent's request, shall provide copies of such
records to the Agent or its representatives.

         (G) ERISA Compliance. The Borrower shall, and shall cause each of the
Borrower's Subsidiaries to, establish, maintain and operate all Plans to comply
in all material respects with the provisions of ERISA, the Code, all other
applicable laws, and the regulations and interpretations thereunder and the
respective requirements of the governing documents for such Plans.

         (H) Maintenance of Property. The Borrower shall cause all property used
or useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Borrower may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section 7.2(H) shall prevent the
Borrower from discontinuing the operation or maintenance of any of such property
if such discontinuance is, in the judgment of the Borrower, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Agent or the Lenders.

         (I) Environmental Compliance. The Borrower and its Subsidiaries shall
comply with all Environmental, Health or Safety Requirements of Law, except
where noncompliance will not have or is not reasonably likely to subject the
Borrower or any of its Subsidiaries to liability, individually or in the
aggregate, in excess of $5,000,000.

         (J) Use of Proceeds. The Borrower shall use the proceeds of the
Revolving Loans to provide funds for the additional working capital needs and
other general corporate purposes of the Borrower and its Subsidiaries. The
Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds
of the Loans to purchase or carry any Margin Stock or to make any Acquisition,
other than a Permitted Acquisition pursuant to Section 7.3(G).

         (K) Subsidiary Guarantees. The Borrower will (a) cause each material
Domestic Incorporated Subsidiary to execute the Guaranty (and from and after the
Closing Date cause each Domestic Incorporated Subsidiary to execute and deliver
to the Agent, within twenty (20) days after becoming a Subsidiary of the
Borrower, an assumption agreement pursuant to which it




                                       73
<PAGE>   74

agrees to be bound by the terms and provisions of the Subsidiary Guaranty
(whereupon such Subsidiary shall become a "Guarantor" under this Agreement)),
and (b) deliver and cause such Subsidiaries to deliver corporate resolutions,
opinions of counsel, and such other corporate documentation as the Agent may
reasonably request, all in form and substance reasonably satisfactory to the
Agent.

         (L) Year 2000 Issues. The Borrower shall, and shall cause each of its
Subsidiaries to, take all actions reasonably necessary to ensure that the Year
2000 Issues will not have a Material Adverse Effect. The Borrower shall provide
the Agent and each of the Lenders information regarding the Borrower's and its
Subsidiaries' program to address Year 2000 Issues. The Borrower shall advise the
Agent if any Year 2000 Issues will have or would reasonably be expected to have
a Material Adverse Effect.

         7.3  Negative Covenants.

         (A) Indebtedness. Neither the Borrower nor any of its Subsidiaries
shall directly or indirectly create, incur, assume or otherwise become or remain
directly or indirectly liable with respect to any Indebtedness, except:

               (i) the Obligations;

               (ii) Permitted Existing Indebtedness and Permitted Refinancing
          Indebtedness;

               (iii) Indebtedness in respect of obligations secured by Customary
          Permitted Liens;

               (iv) Indebtedness constituting Contingent Obligations permitted
          by Section 7.3(E);

               (v) Indebtedness arising from intercompany loans and advances (a)
          from any Subsidiary to the Borrower or any wholly-owned Subsidiary or
          (b) from the Borrower to any wholly-owned Domestic Incorporated
          Subsidiary or (c) from the Borrower to any wholly-owned Foreign
          Incorporated Subsidiary; provided, that if the Borrower is the obligor
          on such Indebtedness, such Indebtedness shall be expressly subordinate
          to the payment in full in cash of the Obligations; provided, further,
          that the aggregate of all Foreign Subsidiary Investments does not
          exceed the Permitted Foreign Subsidiary Investment Amount at any time;

               (vi) Indebtedness in respect of Hedging Obligations permitted
          under Section 7.3(P);

               (vii) secured or unsecured purchase money Indebtedness (including
          Capitalized Leases) incurred by the Borrower or any of its
          Subsidiaries after the Closing Date to finance the acquisition of
          fixed assets or in conjunction with a Permitted Acquisition, if (1) at
          the time of such incurrence, no Default or Unmatured default has
          occurred and is continuing or would result from such incurrence, (2)
          such Indebtedness has a scheduled maturity and is not due on demand,
          (3) such Indebtedness does not exceed the lower of the fair market
          value or the cost of the applicable fixed assets on the date acquired,
          (4) such Indebtedness does not exceed $30,000,000 in the aggregate
          outstanding at any time, and (5) any Lien securing such Indebtedness
          is permitted under Section 7.3(C) (such Indebtedness being referred to
          herein as "PERMITTED PURCHASE MONEY INDEBTEDNESS");

               (viii) Indebtedness with respect to surety, appeal and
          performance bonds obtained by the Borrower or any of its Subsidiaries
          in the ordinary course of business;






                                       74
<PAGE>   75

               (ix) Indebtedness incurred by the Borrower to the seller in any
          Permitted Acquisition as part of the consideration therefor, provided
          that such Indebtedness is unsecured and, if in excess of $15,000,000
          in the aggregate, is subordinated to the Obligations, on terms
          reasonably acceptable to the Agent; and

               (x) additional unsecured Indebtedness in an aggregate amount at
          any time outstanding not exceeding $25,000,000.

         (B) Sales of Assets. Neither the Borrower nor any of its Subsidiaries
shall consummate any Asset Sale, except:

               (i) licenses or sublicenses by the Borrower or its Subsidiaries
          of software, customer lists, trademarks, service marks, patents, trade
          names and copyrights and other intellectual property in the ordinary
          course of business; provided, that such licenses or sublicenses shall
          not interfere with the business of the Borrower or any such
          Subsidiary;

               (ii) transfers of assets between the Borrower and any
          wholly-owned Subsidiary of the Borrower or between wholly-owned
          Subsidiaries of the Borrower not otherwise prohibited by this
          Agreement; provided, that the aggregate of all Foreign Subsidiary
          Investments does not exceed the Permitted Foreign Subsidiary
          Investment Amount at any time; and

               (iii) sales, assignments, transfers, leases, conveyances or other
          dispositions of other assets if such transaction (a) is for not less
          than fair market value (as determined in good faith by the Borrower's
          board of directors), and (b) when combined with all such other
          transactions (each such transaction being valued at book value) (i)
          during the immediately preceding twelve-month period, represents the
          disposition of not greater than ten percent (10%) of the Borrower's
          Consolidated Tangible Assets at the end of the fiscal year immediately
          preceding that in which such transaction is proposed to be entered
          into, and (ii) during the period from the Closing Date to the date of
          such proposed transaction, represents the disposition of not greater
          than twenty-five percent (25%) of the Borrower's Consolidated Tangible
          Assets at the end of the fiscal year immediately preceding that in
          which such transaction is proposed to be entered into; and

               (iv) sales in connection with the reorganization, restructuring
          and rationalization of the Borrower and its Subsidiaries; provided,
          that the non-recurring expenses arising from such reorganization,
          restructuring and rationalization which are charged to operating
          expenses are charged during the first three (3) fiscal years following
          any Permitted Acquisition and do not exceed $5,000,000, on a pre-tax
          basis, with respect to any Permitted Acquisition, or $10,000,000, on a
          pre-tax basis, in the aggregate.

         (C) Liens. Neither the Borrower nor any of its Subsidiaries shall
directly or indirectly create, incur, assume or permit to exist any Lien on or
with respect to any of their respective property or assets except:

               (i) Liens created by the Loan Documents or otherwise securing the
          Obligations;

               (ii) Permitted Existing Liens;

               (iii) Customary Permitted Liens; and






                                       75
<PAGE>   76

               (iv) purchase money Liens (including the interest of a lessor
          under a Capitalized Lease and Liens to which any property is subject
          at the time of the Borrower's acquisition thereof) securing Permitted
          Purchase Money Indebtedness; provided that such Liens shall not apply
          to any property of the Borrower or its Subsidiaries other than that
          purchased or subject to such Capitalized Lease.

               (v) Liens with respect to property acquired by the Borrower or
          any of its Subsidiaries after the Closing Date (and not created in
          contemplation of such acquisition) pursuant to a Permitted
          Acquisition; provided, that such Liens shall extend only to the
          property so acquired; and

               (vi) other Liens securing Indebtedness not to exceed $5,000,000
          in the aggregate.

In addition, neither the Borrower nor any of its Subsidiaries shall become a
party to any agreement, note, indenture or other instrument, or take any other
action, which would prohibit the creation of a Lien on any of its properties or
other assets in favor of the Agent for the benefit of itself and the Holders of
Obligations, as collateral for the Obligations; provided that any agreement,
note, indenture or other instrument in connection with Permitted Purchase Money
Indebtedness (including Capitalized Leases) may prohibit the creation of a Lien
in favor of the Agent for the benefit of itself and the Holders of Obligations
on the items of property obtained with the proceeds of such Permitted Purchase
Money Indebtedness.

         (D) Investments. Except to the extent permitted pursuant to paragraph
(G) below, neither the Borrower nor any of its Subsidiaries shall directly or
indirectly make or own any Investment except:

               (i) Investments in cash and Cash Equivalents;

               (ii) Permitted Existing Investments in an amount not greater than
          the amount thereof on the Closing Date;

               (iii) Investments in trade receivables or received in connection
          with the bankruptcy or reorganization of suppliers and customers and
          in settlement of delinquent obligations of, and other disputes with,
          customers and suppliers arising in the ordinary course of business;

               (iv) Investments consisting of deposit accounts maintained by the
          Borrower;

               (v) Investments consisting of non-cash consideration from a sale,
          assignment, transfer, lease, conveyance or other disposition of
          property permitted by Section 7.3(B);

               (vi) Investments consisting of (a) intercompany loans from any
          Subsidiary of the Borrower to the Borrower or any other Subsidiary
          permitted by Section 7.3(A)(v) and (b) intercompany loans from the
          Borrower to its Subsidiaries; provided, that the aggregate of all
          Foreign Subsidiary Investments made pursuant to this Section
          7.3(D)(vi) shall not exceed $25,000,000 at any time;

               (vii) Investments constituting Permitted Acquisitions;






                                       76
<PAGE>   77

               (viii) Investments constituting Indebtedness permitted by Section
          7.3(A) or Contingent Obligations permitted by Section 7.3(E) or
          Restricted Payments permitted by Section 7.3(F) or Capital
          Expenditures permitted by Section 7.4(E);

               (ix) Investments consisting of loans or advances made by any
          party to the Loan Documents to employees and officers of the Borrower
          or any of the Borrower's wholly-owned Domestic Incorporated
          Subsidiaries for travel, entertainment and relocation expenses in the
          ordinary course of business in an aggregate principal amount
          outstanding at any one time not to exceed $2,000,000;

               (x) Investments consisting of any right of the Borrower or its
          wholly-owned Domestic Incorporated Subsidiaries to payment for goods
          sold or for services rendered, whether or not it has been earned by
          performance; and

               (xi) Investments in addition to those referred to elsewhere in
          this Section 7.3(D) in an amount not to exceed $15,000,000 in the
          aggregate at any time outstanding;

provided, however, that the Investments described in clause (vii) above shall
not be permitted to be made at a time when either a Default or an Unmatured
Default which is not in the process of being cured shall have occurred and be
continuing or would result therefrom.

         (E) Contingent Obligations. Neither the Borrower nor any of its
Subsidiaries shall directly or indirectly create or become or be liable with
respect to any Contingent Obligation, except: (i) recourse obligations resulting
from endorsement of negotiable instruments for collection in the ordinary course
of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations,
warranties, guaranties and indemnities, not relating to Indebtedness of any
Person, which have been or are undertaken or made in the ordinary course of
business and not for the benefit of or in favor of an Affiliate of the Borrower
or such Subsidiary; (iv) Contingent Obligations with respect to surety, appeal
and performance bonds obtained by the Borrower or any Subsidiary in the ordinary
course of business, (v) Contingent Obligations of the Subsidiaries of the
Borrower under the Guaranty to which they are a party, (vi) obligations arising
under or related to the Loan Documents, and (vii) Contingent Obligations in
respect to earn-outs or other similar forms of contingent purchase price payable
in respect of Permitted Acquisitions, and (viii) Contingent Obligations in
respect of representations and warranties customarily given in respect of Asset
Sales otherwise permitted hereunder.

         (F) Restricted Payments. The Borrower shall not declare or make any
Restricted Payment, except Restricted Payments in an amount not to exceed
$15,000,000 in the aggregate during any twelve-month period and except
Restricted Payments by a Subsidiary to the Borrower or another Subsidiary;
provided, however, that in no event shall any Restricted Payments (other than
Restricted Payments to Borrower) be declared or made if either a Default or an
Unmatured Default shall have occurred and be continuing at the date of
declaration or payment thereof or would result therefrom.

         (G) Conduct of Business; Subsidiaries; Acquisitions. Neither the
Borrower nor any of its Subsidiaries shall engage in any business other than the
businesses engaged in by the Borrower on the date hereof and any business or
activities which are substantially similar, related or incidental thereto or
logical extensions thereof. The Borrower shall not create, acquire or capitalize
any Subsidiary after the date hereof unless (i) no Default or Unmatured Default
which




                                       77
<PAGE>   78

is not being cured shall have occurred and be continuing or would result
therefor; (ii) after such creation, acquisition or capitalization, all of the
representations and warranties contained herein shall be true and correct in all
material respects (unless such representation and warranty is made as of a
specific date, in which case, such representation or warranty shall be true in
all material respects as of such date); and (iii) after such creation,
acquisition or capitalization the Borrower shall be in compliance with the terms
of Section 7.2(K). The Borrower shall not make any Acquisitions, other than
Acquisitions meeting the following requirements or otherwise approved by the
Required Lenders (each such Acquisition constituting a "PERMITTED ACQUISITION"):

               (i) no Default or Unmatured Default shall have occurred and be
          continuing or would result from such Acquisition or the incurrence of
          any Indebtedness in connection therewith;

               (ii) after giving effect to such transaction, the aggregate of
          all Foreign Subsidiary Investments would not exceed the Permitted
          Foreign Subsidiary Investment Amount;

               (iii) in the case of an Acquisition of Equity Interests of an
          entity, the Acquisition shall be of at least thirty-three and
          one-third percent (33 1/3%) of the Equity Interests of such entity,
          and such acquired entity shall be (x) merged with and into the
          Borrower immediately following such Acquisition, with the Borrower
          being the surviving corporation following such merger or (y) the
          results of operations of such entity shall be reported on a
          consolidated basis with the Borrower and its consolidated
          Subsidiaries;

               (iv) the purchase is consummated pursuant to a negotiated
          acquisition agreement on a non-hostile basis;

               (v) if the purchase price payable in respect to any such
          acquisition exceeds $10,000,000, the acquisition documents shall be
          reasonably satisfactory to the Agent (including, without limitation,
          in respect of representations, indemnities and opinions) and the
          results of due diligence in respect of such purchase shall be
          reasonably satisfactory to the Agent and prior to each such
          Acquisition, the Borrower shall deliver to the Agent and the Lenders a
          certificate from one of the Authorized Officers, demonstrating to the
          satisfaction of the Agent that after giving effect to such Acquisition
          and the incurrence of any Indebtedness permitted by Section 7.3(A) in
          connection therewith, on a pro forma basis using historical audited or
          reviewed unaudited financial statements obtained from the seller(s) in
          respect of each such Acquisition as if the Acquisition and such
          incurrence of Indebtedness had occurred on the first day of the
          twelve-month period ending on the last day of the Borrower's most
          recently completed fiscal quarter, the Borrower would have been in
          compliance with the financial covenants in Section 7.4 and not
          otherwise in Default;

               (vi) the purchase price for the Acquisition shall not exceed
          without the prior written consent of the Required Lenders an amount
          equal to $15,000,000 (including the incurrence or assumption of any
          Indebtedness in connection therewith), and in any event shall not
          exceed, together with all other Permitted Acquisitions permitted under
          this Section 7.3(G), shall not exceed an amount equal to (x)
          $40,000,000 (including the incurrence or assumption of any
          Indebtedness in connection therewith) in the aggregate any fiscal year
          and (y) $75,000,000 (including the incurrence or assumption of any
          Indebtedness in connection therewith) in the aggregate during the term
          of this Agreement, and the Borrower shall have complied with all of
          the requirements of the Loan Documents in respect thereof for purposes




                                       78
<PAGE>   79

          of this clause (v), purchase price payable in the form of Capital
          Stock shall not be counted toward the numerical limits referred to
          above; and

               (vii) the businesses being acquired shall be substantially
          similar, related or incidental to, or a logical extension of, the
          businesses or activities engaged in by the Borrower on the Closing
          Date.

         (H) Transactions with Shareholders and Affiliates. Neither the Borrower
nor any of its Subsidiaries shall directly or indirectly (i) enter into or
permit to exist any transaction (including, without limitation, the purchase,
sale, lease or exchange of any property or the rendering of any service) with
any holder or holders of any of the Equity Interests of the Borrower, or with
any Affiliate of the Borrower which is not its Subsidiary, on terms that are
less favorable to the Borrower or any of its Subsidiaries, as applicable, than
those that might be obtained in an arm's length transaction at the time from
Persons who are not such a holder or Affiliate, except for Restricted Payments
permitted by Section 7.3(F) and Investments permitted by Section 7.3(D) or (ii)
enter into or permit to exist any such non-arm's length transaction between
either the Borrower or any Domestic Incorporated Subsidiary, on the one hand,
and any Foreign Incorporated Subsidiary, on the other hand, if as a result
thereof the aggregate of all Foreign Subsidiary Investments would at any time
exceed the Permitted Foreign Subsidiary Investment Amount. Agent and Lenders
acknowledge and consent to the transactions between the Borrower and its
Affiliates described in the Borrower's public filings as of the date hereof.

         (I) Restriction on Fundamental Changes. Neither the Borrower nor any of
its Subsidiaries shall enter into any merger or consolidation, or liquidate,
wind-up or dissolve (or suffer any liquidation or dissolution), or convey,
lease, sell, transfer or otherwise dispose of, in one transaction or series of
transactions, all or substantially all of the Borrower's consolidated business
or property, whether now or hereafter acquired, except (i) transactions
permitted under Sections 7.3(B), 7.3(D) or 7.3(G) and, (ii) a Subsidiary of the
Borrower may be merged into or consolidated with the Borrower (in which case the
Borrower shall be the surviving corporation) or any wholly-owned Subsidiary of
the Borrower, and (iii) any liquidation of any Subsidiary of the Borrower into
the Borrower or another Subsidiary of the Borrower, as applicable.

         (J) Sales and Leasebacks. Neither the Borrower nor any of its
Subsidiaries shall become liable, directly, by assumption or by Contingent
Obligation, with respect to any lease, whether an operating lease or a
Capitalized Lease, of any property (whether real or personal or mixed), (i)
which it or one of its Subsidiaries sold or transferred or is to sell or
transfer to any other Person, or (ii) which it or one of its Subsidiaries
intends to use for substantially the same purposes as any other property which
has been or is to be sold or transferred by it or one of its Subsidiaries to any
other Person in connection with such lease, unless in either case the sale
involved is not prohibited under Section 7.3(B) and the lease involved is not
prohibited under Section 7.3(A) and any related Investment is not prohibited
under Section 7.3(D).

         (K) Margin Regulations. Neither the Borrower nor any of its
Subsidiaries, shall use all or any portion of the proceeds of any credit
extended under this Agreement to purchase or carry Margin Stock.

         (L) ERISA. (a) The Borrower shall not





                                       79
<PAGE>   80

               (i) engage, or permit any of its Subsidiaries to engage, in any
          prohibited transaction described in Sections 406 of ERISA or 4975 of
          the Code for which a statutory or class exemption is not available or
          a private exemption has not been previously obtained from the DOL;

               (ii) permit to exist any material accumulated funding deficiency
          (as defined in Sections 302 of ERISA and 412 of the Code), with
          respect to any Benefit Plan, whether or not waived;

               (iii) fail, or permit any Controlled Group member to fail, to pay
          timely required material contributions or annual installments due with
          respect to any waived funding deficiency to any Benefit Plan;

               (iv) terminate, or permit any Controlled Group member to
          terminate, any Benefit Plan which would result in any material
          liability of the Borrower or any Controlled Group member under Title
          IV of ERISA;

               (v) fail to make any material contribution or payment to any
          Multiemployer Plan which the Borrower or any Controlled Group member
          may be required to make under any agreement relating to such
          Multiemployer Plan, or any law pertaining thereto;

               (vi) fail, or permit any Controlled Group member to fail, to pay
          any required material installment or any other payment required under
          Section 412 of the Code on or before the due date for such installment
          or other payment; or

               (vii) amend, or permit any Controlled Group member to amend, a
          Plan resulting in a material increase in current liability for the
          plan year such that the Borrower or any Controlled Group member is
          required to provide security to such Plan under Section 401(a)(29) of
          the Code.

               (b) For purposes of this Section 7.3(L), "material" means any
          noncompliance or basis for liability which could reasonably be likely
          to subject the Borrower or any of its Subsidiaries to liability,
          individually or in the aggregate, in excess of $5,000,000.

         (M) Corporate Documents. Neither the Borrower nor any of its
Subsidiaries shall amend, modify or otherwise change any of the terms or
provisions in any of their respective constituent documents as in effect on the
date hereof in any manner materially adverse to the interests of the Lenders,
without the prior written consent of the Required Lenders, except in connection
with a Permitted Acquisition.

         (N) Fiscal Year. Neither the Borrower nor any of its consolidated
Subsidiaries shall change its fiscal year for accounting or tax purposes from a
period consisting of the 12-month period ending on the last day of December of
each year, except as required by Agreement Accounting Principles (including
fiscal year end changes required as a result of the Transactions) or by law and
disclosed to the Lenders and the Agent.

         (O) Subsidiary Covenants. The Borrower will not, and will not permit
any Subsidiary to, create or otherwise cause to become effective any consensual
encumbrance or restriction of any kind on the ability of any Subsidiary to pay
dividends or make any other distribution on its stock, or make any other
Restricted Payment, pay any Indebtedness or other Obligation owed to the





                                       80
<PAGE>   81


Borrower or any other Subsidiary, make loans or advances or other Investments in
the Borrower or any other Subsidiary, or sell, transfer or otherwise convey any
of its property to the Borrower or any other Subsidiary.

         (P) Hedging Obligations. The Borrower shall not and shall not permit
any of its Subsidiaries to enter into any interest rate, commodity or foreign
currency exchange, swap, collar, cap or similar agreements evidencing Hedging
Obligations, other than interest rate, foreign currency or commodity exchange,
swap, collar, cap or similar agreements entered into by the Borrower pursuant to
which the Borrower has hedged its actual interest rate, foreign currency or
commodity exposure. Such permitted hedging agreements entered into by the
Borrower and any Lender or any affiliate of any Lender are sometimes referred to
herein as "HEDGING AGREEMENTS."

         (Q) Issuance of Disqualified Stock. From and after the Closing Date,
neither the Borrower, nor any of its Subsidiaries shall issue any Disqualified
Stock. All issued and outstanding Disqualified Stock shall be treated as
Indebtedness for all purposes of this Agreement (and as funded Indebtedness for
purposes of Section 7.1(F)), and the amount of such deemed Indebtedness shall be
the aggregate amount of the liquidation preference of such Disqualified Stock.

         7.4 Financial Covenants. The Borrower shall comply with the following:

         (A) Minimum Fixed Charge Coverage Ratio. The Borrower and its
consolidated Subsidiaries shall maintain a ratio ("FIXED CHARGE COVERAGE RATIO")
of:

         (i)      the sum of (a) EBITDA during such period plus (b) Rentals
                  during such period minus (c) maintenance Capital Expenditures,
                  to

         (ii)     the sum of the amounts of (a) Interest Expense during such
                  period (net of interest income) plus (b) Rentals during such
                  period plus (c) scheduled principal payments of Indebtedness,
                  plus (d) scheduled dividend payments on Borrower's preferred
                  stock,

which shall not be less than 1.75 to 1.00 for each four (4) fiscal quarter
period beginning with the four (4) fiscal quarter period ending on September 30,
1999. In each case, the Fixed Charge Coverage Ratio shall be determined as of
the last day of each fiscal quarter for the four (4) fiscal quarter period
ending on such day (the "LAST TWELVE-MONTH PERIOD"), provided, that the Fixed
Charge Coverage Ratio shall be calculated, with respect to Permitted
Acquisitions, on a pro forma basis using historical audited and reviewed
unaudited financial statements obtained from the seller(s) in such Permitted
Acquisition, broken down by fiscal quarter as if such Permitted Acquisition
(including the uses and applications of proceeds in respect thereof and the
Indebtedness incurred in conjunction therewith) had occurred (i) for each fiscal
quarter ending on or prior to June 30, 2000, on July 1, 1999, and (ii) for each
fiscal quarter thereafter, on the first day of the Last Twelve-Month Period (the
"MEASUREMENT PERIOD") (including cost savings actually realized during such
prior period, as though such costs savings had been realized from the first day
of the Measurement Period in the Borrower's reasonable judgment), provided such
pro forma statements and such costs savings shall be substantiated by supporting
information reasonably acceptable to the Agent. Interest Expense shall be
calculated for the purpose of




                                       81
<PAGE>   82

clause (ii) by excluding the effect of amortization of deferred financing fees,
to the extent it is an Interest Expense.

         (B) Maximum Leverage Ratio. The Borrower and its consolidated
Subsidiaries shall not permit the ratio (the "LEVERAGE RATIO") of (i)
Indebtedness (net of cash and Cash Equivalents of the Borrower and its
consolidated Subsidiaries) to (ii) EBITDA to be greater than 3.00 to 1.00 for
each four (4) fiscal quarter period beginning with the fiscal quarter ending
September 30, 1999 and thereafter.

The Leverage Ratio shall be calculated, in each case, determined as of the last
day of each fiscal quarter based upon (a) for Indebtedness, Indebtedness as of
the last day of each such fiscal quarter; and (b) for EBITDA, the actual amount
for Last Twelve-Month Period, provided, that the Leverage Ratio shall be
calculated, with respect to Permitted Acquisitions, on a pro forma basis using
historical audited and reviewed unaudited financial statements obtained from the
seller(s) in such Permitted Acquisition, broken down by fiscal quarter in the
Borrower's reasonable judgment as if such Permitted Acquisition (including the
uses and applications of proceeds in respect thereof and the Indebtedness
incurred in conjunction therewith) had occurred (i) for each fiscal quarter
ending on or prior to June 30, 2000, on July 1, 1999, and (ii) for each fiscal
quarter thereafter, on the first day of the Measurement Period (including cost
savings actually realized during such prior period, as though such costs savings
had been realized from the first day of the Measurement Period in the Borrower's
reasonable judgment), provided such pro forma statements and such costs savings
shall be substantiated by supporting information reasonably acceptable to the
Agent.

         (C) Minimum Consolidated Net Worth. The Borrower shall not permit its
Consolidated Net Worth at any time to be less than the sum of (a) $55,000,000
plus (b) fifty percent (50%) of Net Income (if positive) calculated separately
for each fiscal quarter commencing with the fiscal quarter ending on June 30,
1999, plus (c) one hundred percent (100%) of the net cash proceeds resulting
from the issuance by the Borrower of any Capital Stock other than shares of
Capital Stock issued pursuant to employee stock option or ownership plans.

ARTICLE VIII:  DEFAULTS

         8.1 Defaults. Each of the following occurrences shall constitute a
Default under this Agreement:

         (A) Failure to Make Payments When Due. The Borrower or any Alternate
Currency Borrower shall (i) fail to pay when due any of the Obligations
consisting of principal with respect to the Loans or (ii) shall fail to pay
within five (5) Business Days of the date when due any of the other Obligations
under this Agreement or the other Loan Documents.

         (B) Breach of Certain Covenants. The Borrower shall fail duly and
punctually to perform or observe any agreement, covenant or obligation binding
on the Borrower under:

               (i) Sections 7.1, 7.2, 7.3(C), 7.3(E), 7.3(L) or 7.3(O) and such
          failure shall continue unremedied for fifteen (15) Business Days, or
          if such failure is not capable of being cured within such fifteen (15)
          day period, forty-five (45) days if the Borrower at all times





                                       82
<PAGE>   83

          during such forty-five (45) day period is promptly and diligently
          attempting to effect such cure; or

               (ii) Sections 7.3 (other than Sections 7.3(C), 7.3(E), 7.3(L) and
          7.3(O)) or 7.4.

         (C) Breach of Representation or Warranty. Any representation or
warranty made or deemed made by the Borrower to the Agent or any Lender herein
or by the Borrower or any Alternate Currency Borrower or any of their
Subsidiaries in any of the other Loan Documents or in any statement or
certificate at any time given by any such Person pursuant to any of the Loan
Documents shall be false or misleading in any material respect on the date as of
which made (or deemed made).

         (D) Other Defaults. The Borrower shall default in the performance of or
compliance with any term contained in this Agreement (other than as covered by
paragraphs (A) or (B) of this Section 8.1), or the Borrower or any Alternate
Currency Borrower or any of their Subsidiaries shall default in the performance
of or compliance with any term contained in any of the other Loan Documents, and
such default shall continue for thirty (30) days after the occurrence thereof.

         (E) Default as to Other Indebtedness. The Borrower or any of its
Subsidiaries shall fail to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) with respect
to any Indebtedness (other than Indebtedness hereunder, but including, without
limitation, Disqualified Stock), beyond any period of grace provided with
respect thereto, which individually or together with other such Indebtedness as
to which any such failure exists has an aggregate outstanding principal amount
in excess of $5,000,000; or any breach, default or event of default shall occur,
or any other condition shall exist under any instrument, agreement or indenture
pertaining to any such Indebtedness having such aggregate outstanding principal
amount, beyond any period of grace, if any, provided with respect thereto, if
the effect thereof is to cause an acceleration, mandatory redemption, a
requirement that the Borrower offer to purchase such Indebtedness or other
required repurchase of such Indebtedness, or permit the holder(s) of such
Indebtedness to accelerate the maturity of any such Indebtedness or require a
redemption or other repurchase of such Indebtedness; or any such Indebtedness
shall be otherwise declared to be due and payable (by acceleration or otherwise)
or required to be prepaid, redeemed or otherwise repurchased by the Borrower or
any of its Subsidiaries (other than by a regularly scheduled required
prepayment) prior to the stated maturity thereof.

         (F) Involuntary Bankruptcy; Appointment of Receiver, Etc.

               (i) An involuntary case shall be commenced against the Borrower
          or any of the Borrower's Subsidiaries and the petition shall not be
          dismissed, stayed, bonded or discharged within sixty (60) days after
          commencement of the case; or a court having jurisdiction in the
          premises shall enter a decree or order for relief in respect of the
          Borrower or any of the Borrower's Subsidiaries in an involuntary case,
          under any applicable bankruptcy, insolvency or other similar law now
          or hereinafter in effect; or any other similar relief shall be granted
          under any applicable federal, state, local or foreign law.

               (ii) A decree or order of a court having jurisdiction in the
          premises for the appointment of a receiver, liquidator, sequestrator,
          trustee, custodian or other officer having



                                       83
<PAGE>   84

          similar powers over the Borrower or any of the Borrower's Subsidiaries
          or over all or a substantial part of the property of the Borrower or
          any of the Borrower's Subsidiaries shall be entered; or an interim
          receiver, trustee or other custodian of the Borrower or any of the
          Borrower's Subsidiaries or of all or a substantial part of the
          property of the Borrower or any of the Borrower's Subsidiaries shall
          be appointed or a warrant of attachment, execution or similar process
          against any substantial part of the property of the Borrower or any of
          the Borrower's Subsidiaries shall be issued and any such event shall
          not be stayed, dismissed, bonded or discharged within sixty (60) days
          after entry, appointment or issuance.

         (G) Voluntary Bankruptcy; Appointment of Receiver, Etc. The Borrower or
any of the Borrower's Subsidiaries shall (i) commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, (ii) consent to the entry of an order for relief in an involuntary case,
or to the conversion of an involuntary case to a voluntary case, under any such
law, (iii) consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property, (iv)
make any assignment for the benefit of creditors or (v) take any corporate
action to authorize any of the foregoing.

         (H) Judgments and Attachments. Any money judgment(s) (other than a
money judgment covered by insurance as to which the applicable insurance company
has not disclaimed or reserved the right to disclaim coverage), writ or warrant
of attachment, or similar process against the Borrower or any of its
Subsidiaries or any of their respective assets involving in any single case or
in the aggregate an amount in excess of $5,000,000 is or are entered and shall
remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60)
days or in any event later than fifteen (15) days prior to the date of any
proposed sale thereunder.

         (I) Dissolution. Any order, judgment or decree shall be entered against
the Borrower decreeing its involuntary dissolution or split up and such order
shall remain undischarged and unstayed for a period in excess of sixty (60)
days; or the Borrower shall otherwise dissolve or cease to exist except as
specifically permitted by this Agreement.

         (J) Loan Documents. At any time, for any reason, any Loan Document as a
whole that materially affects the ability of the Agent, or any of the Lenders to
enforce the Obligations or ceases to be in full force and effect or the Borrower
or any of the Borrower's Subsidiaries party thereto seeks to repudiate its
obligations thereunder.

         (K) Termination Event. Any Termination Event occurs which the Required
Lenders believe is reasonably likely to subject the Borrower to liability in
excess of $5,000,000.

         (L) Waiver of Minimum Funding Standard. If the plan administrator of
any Plan applies under Section 412(d) of the Code for a waiver of the minimum
funding standards of Section 412(a) of the Code and any Lender believes the
substantial business hardship upon which the application for the waiver is based
could reasonably be expected to subject either the Borrower or any Controlled
Group member to liability in excess of $5,000,000.

         (M) Change of Control. A Change of Control shall occur.

         (N) Hedging Agreements. Nonpayment by the Borrower of any obligation in
excess of $2,500,000 under any Hedging Agreement which remains unpaid for sixty
(60) days or the





                                       84
<PAGE>   85

breach by the Borrower of any term, provision or condition contained in any such
Hedging Agreement.

         (O) Environmental Matters. The Borrower or any of its Subsidiaries
shall be the subject of any proceeding or investigation pertaining to (i) the
Release by the Borrower or any of its Subsidiaries of any Contaminant into the
environment, (ii) the liability of the Borrower or any of its Subsidiaries
arising from the Release by any other Person of any Contaminant into the
environment, or (iii) any violation of any Environmental, Health or Safety
Requirements of Law which by the Borrower or any of its Subsidiaries, which, in
any case, has or is reasonably likely to subject the Borrower to liability in
excess of $5,000,000.

         (P) Guarantor Revocation. Any guarantor of the Obligations shall
terminate or revoke any of its obligations under the applicable Guaranty or
breach any of the material terms of such Guaranty.

         A Default shall be deemed "continuing" until cured or until waived in
writing in accordance with Section 9.3.

ARTICLE IX: ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES

         9.1 Termination of Revolving Loan Commitments; Acceleration. If any
Default described in Section 8.1(F) or 8.1(G) occurs with respect to the
Borrower, the obligations of the Lenders to make Loans (including, without
limitation, Alternate Currency Loans) hereunder and the obligation of any
Issuing Banks to issue Letters of Credit hereunder shall automatically terminate
and the Obligations shall immediately become due and payable without any
election or action on the part of the Agent or any Lender. If any other Default
occurs, the Required Lenders may terminate or suspend the obligations of the
Lenders to make Loans (including, without limitation, Alternate Currency Loans)
hereunder and the obligation of the Issuing Banks to issue Letters of Credit
hereunder, or declare the Obligations to be due and payable, or both, whereupon
the Obligations shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which the Borrower expressly
waives.

         9.2 Defaulting Lender. In the event that any Lender fails to fund its
Pro Rata Share of any Advance requested or deemed requested by the Borrower,
which such Lender is obligated to fund under the terms of this Agreement (the
funded portion of such Advance being hereinafter referred to as a "NON PRO RATA
LOAN"), until the earlier of such Lender's cure of such failure and the
termination of the Revolving Loan Commitments, the proceeds of all amounts
thereafter repaid to the Agent by the Borrower and otherwise required to be
applied to such Lender's share of all other Obligations pursuant to the terms of
this Agreement shall be advanced to the Borrower by the Agent on behalf of such
Lender to cure, in full or in part, such failure by such Lender, but shall
nevertheless be deemed to have been paid to such Lender in satisfaction of such
other Obligations. Notwithstanding anything in this Agreement to the contrary:

               (i) the foregoing provisions of this Section 9.2 shall apply only
          with respect to the proceeds of payments of Obligations and shall not
          affect the conversion or continuation of Loans pursuant to Section
          2.10;






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               (ii) any such Lender shall be deemed to have cured its failure to
          fund its Pro Rata Share, of any Advance at such time as an amount
          equal to such Lender's original Pro Rata Share of the requested
          principal portion of such Advance is fully funded to the Borrower,
          whether made by such Lender itself or by operation of the terms of
          this Section 9.2, and whether or not the Non Pro Rata Loan with
          respect thereto has been repaid, converted or continued;

               (iii) amounts advanced to the Borrower to cure, in full or in
          part, any such Lender's failure to fund its Pro Rata Share of any
          Advance ("CURE Loans") shall bear interest at the rate applicable to
          Floating Rate Loans in effect from time to time, and for all other
          purposes of this Agreement shall be treated as if they were Floating
          Rate Loans;

               (iv) regardless of whether or not a Default has occurred or is
          continuing, and notwithstanding the instructions of the Borrower as to
          its desired application, all repayments of principal which, in
          accordance with the other terms of this Agreement, would be applied to
          the outstanding Floating Rate Loans shall be applied first, ratably to
          all Floating Rate Loans constituting Non Pro Rata Loans, second,
          ratably to Floating Rate Loans other than those constituting Non Pro
          Rata Loans or Cure Loans and, third, ratably to Floating Rate Loans
          constituting Cure Loans;

               (v) for so long as and until the earlier of any such Lender's
          cure of the failure to fund its Pro Rata Share of any Advance and the
          termination of the Revolving Loan Commitments, the term "Required
          Lenders" for purposes of this Agreement shall mean Lenders (excluding
          all Lenders whose failure to fund their respective Pro Rata Share of
          such Advance have not been so cured) whose Pro Rata Shares represent
          greater than fifty percent (50%) of the aggregate Pro Rata Shares of
          such Lenders; provided, that if any Lender (other than a Lender whose
          failure to find its Pro Rata Share of such Advance has not been so
          cured) shall have a Pro Rata Share greater than fifty percent (50%),
          "Required Lenders" shall mean such Lender plus at least one additional
          Lender (other than a Lender whose failure to find its Pro Rata Share
          of such Advance has not been cured); and

               (vi) for so long as and until any such Lender's failure to fund
          its Pro Rata Share of any Advance is cured in accordance with Section
          9.2(ii), (A) such Lender shall not be entitled to any commitment fees
          with respect to its Revolving Loan Commitment and (B) such Lender
          shall not be entitled to any letter of credit fees, which commitment
          fees and letter of credit fees shall accrue in favor of the Lenders
          which have funded their respective Pro Rata Share of such requested
          Advance, shall be allocated among such performing Lenders ratably
          based upon their relative Revolving Loan Commitments, and shall be
          calculated based upon the average amount by which the aggregate
          Revolving Loan Commitments of such performing Lenders exceeds the sum
          of (I) the outstanding principal amount of the Loans owing to such
          performing Lenders, plus (II) the outstanding Reimbursement
          Obligations owing to such performing Lenders, plus (III) the aggregate
          participation interests of such performing Lenders arising pursuant to
          Section 3.6 with respect to undrawn and outstanding Letters of Credit.

         9.3 Amendments. Subject to the provisions of this Article IX, the
Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into





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<PAGE>   87

agreements supplemental hereto for the purpose of adding or modifying any
provisions to the Loan Documents or changing in any manner the rights of the
Lenders or the Borrower hereunder or waiving any Default hereunder; provided,
however, that no such supplemental agreement shall, without the consent of each
Lender (which is not a defaulting Lender under the provisions of Section 9.2)
affected thereby:

               (i) Postpone or extend the Revolving Loan Termination Date or any
          other date fixed for any payment of principal of, or interest on, the
          Loans, the Reimbursement Obligations or any fees or other amounts
          payable to such Lender (except with respect to (a) any modifications
          of the provisions relating to prepayments of Loans and other
          Obligations and (b) a waiver of the application of the default rate of
          interest pursuant to Section 2.11 hereof).

               (ii) Reduce the principal amount of any Loans or L/C Obligations,
          or reduce the rate or extend the time of payment of interest or fees
          thereon.

               (iii) Reduce the percentage specified in the definition of
          Required Lenders or any other percentage of Lenders specified to be
          the applicable percentage in this Agreement to act on specified
          matters or amend the definitions of "Required Lenders" or "Pro Rata
          Share".

               (iv) Increase the amount of the Revolving Loan Commitment of any
          Lender hereunder or increase any Lender's Pro Rata Share.

               (v) Permit the Borrower to assign its rights under this
          Agreement.

               (vi) other than pursuant to a transaction permitted by the terms
          of this Agreement, release any guarantor from its obligations under
          the Guaranty.

               (vii) Amend Section 7.4 (or any of the definitions of the terms
          utilized therein) or this Section 9.3.

No amendment of any provision of this Agreement relating to (a) the Agent shall
be effective without the written consent of the Agent, (b) Swing Line Loans
shall be effective without the written consent of the Swing Line Bank and (c)
any Issuing Bank shall be effective without the written consent of such Issuing
Bank. The Agent may waive payment of the fee required under Section 13.3(B)
without obtaining the consent of any of the Lenders. Notwithstanding anything
herein to the contrary, the Agent (acting reasonably and after consultation with
other parties hereto) may by reasonable prior notice to the other parties hereto
amend this Agreement after consultation with the Borrower unilaterally for the
exclusive purpose of effectuating changes hereto which are necessary to the
integration of the issuance of Letters of Credit hereunder in euro and only in a
manner which shall not result in a deterioration of the position of any Agent or
Lender from its respective position as of the date of this Agreement.

         The Agent may notify the other parties to this Agreement of any
amendments to this Agreement which the Agent reasonably determines to be
necessary as a result of the commencement of the third stage of the European
Economic and Monetary Union. Notwithstanding anything to the contrary contained
herein, any amendments so notified shall take effect in accordance with the
terms of the relevant notification; provided, however, that if




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and to the extent that the Agent determines it is not possible to put all
parties into such position, the Agent may give priority to putting the Agent,
the Arranger and the Lenders into that position.

         9.4 Preservation of Rights. No delay or omission of the Lenders or the
Agent to exercise any right under the Loan Documents shall impair such right or
be construed to be a waiver of any Default or an acquiescence therein, and the
making of a Loan or the issuance of a Letter of Credit notwithstanding the
existence of a Default or the inability of the Borrower to satisfy the
conditions precedent to such Loan or issuance of such Letter of Credit shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 9.3, and then only
to the extent in such writing specifically set forth. All remedies contained in
the Loan Documents or by law afforded shall be cumulative and all shall be
available to the Agent and the Lenders until the Obligations have been paid in
full.

ARTICLE X: GENERAL PROVISIONS

         10.1 Survival of Representations. All representations and warranties of
the Borrower contained in this Agreement shall survive delivery of this
Agreement and the making of the Loans herein contemplated so long as any
principal, accrued interest, fees, or any other amount due and payable under any
Loan Document is outstanding and unpaid (other than contingent reimbursement and
indemnification obligations) and so long as the Revolving Loan Commitments have
not been terminated.

         10.2 Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, no Lender shall be obligated to extend credit to
the Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

         10.3 Performance of Obligations. The Borrower agrees that the Agent
may, but shall have no obligation to (i) at any time, pay or discharge taxes,
liens, security interests or other encumbrances levied or placed on or
threatened against any property of the Borrower to the extent the Borrower is
required by the terms hereof to pay any such amount, but has not done so and
(ii), after the occurrence and during the continuance of a Default, to make any
other payment or perform any act required of the Borrower under any Loan
Document or take any other action which the Agent in its discretion deems
necessary or desirable to protect or preserve such property of the Borrower. The
Agent shall use its reasonable efforts to give the Borrower notice of any action
taken under this Section 10.3 prior to the taking of such action or promptly
thereafter provided the failure to give such notice shall not affect the
Borrower's obligations in respect thereof. The Borrower agrees to pay the Agent,
upon demand, the principal amount of all funds advanced by the Agent under this
Section 10.3, together with interest thereon at the rate from time to time
applicable to Floating Rate Loans from the date of such advance until the
outstanding principal balance thereof is paid in full. If the Borrower fails to
make payment in respect of any such advance under this Section 10.3 within one
(1)




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<PAGE>   89

Business Day after the date the Borrower receives written demand therefor from
the Agent, the Agent shall promptly notify each Lender and each Lender agrees
that it shall thereupon make available to the Agent, in Dollars in immediately
available funds, the amount equal to such Lender's Pro Rata Share of such
advance. If such funds are not made available to the Agent by such Lender within
one (1) Business Day after the Agent's demand therefor, the Agent will be
entitled to recover any such amount from such Lender together with interest
thereon at the Federal Funds Effective Rate for each day during the period
commencing on the date of such demand and ending on the date such amount is
received. The failure of any Lender to make available to the Agent its Pro Rata
Share of any such unreimbursed advance under this Section 10.3 shall neither
relieve any other Lender of its obligation hereunder to make available to the
Agent such other Lender's Pro Rata Share of such advance on the date such
payment is to be made nor increase the obligation of any other Lender to make
such payment to the Agent.

         10.4 Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         10.5 Entire Agreement. The Loan Documents embody the entire agreement
and understanding among the Borrower, the Agent and the Lenders and supersede
all prior agreements and understandings among the Borrower, the Agent and the
Lenders relating to the subject matter thereof.

         10.6 Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other Lender (except to the extent to which
the Agent is authorized to act as such). The failure of any Lender to perform
any of its obligations hereunder shall not relieve any other Lender from any of
its obligations hereunder. This Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the parties to this Agreement
and their respective successors and assigns.

         10.7 Expenses; Indemnification.

         (A) Expenses. The Borrower shall reimburse the Agent, the Alternate
Currency Bank and the Arranger for any reasonable costs, internal charges and
out-of-pocket expenses (including reasonable attorneys' and paralegals' fees and
time charges of attorneys and paralegals for the Agent, which attorneys and
paralegals may be employees of the Agent) paid or incurred by the Agent, the
Alternate Currency Bank or the Arranger in connection with the preparation,
negotiation, execution, delivery, syndication, review, amendment, modification,
and administration of the Loan Documents. The Borrower also agrees to reimburse
the Agent, the Alternate Currency Bank and the Arranger and the Lenders for any
costs, internal charges and out-of-pocket expenses (including reasonable
attorneys' and paralegals' fees and time charges of attorneys and paralegals for
the Agent, the Alternate Currency Bank and the Arranger and the Lenders, which
attorneys and paralegals may be employees of the Agent, the Alternate Currency
Bank or the Arranger or the Lenders) paid or incurred by the Agent or the
Arranger, the Alternate Currency Bank or any Lender in connection with the
collection of the Obligations and enforcement of the Loan Documents. In addition
to expenses set forth above, the Borrower agrees to reimburse the Agent,
promptly after the Agent's request therefor, for each audit, or other business
analysis performed by or for the benefit of the Lenders in connection with this
Agreement or the other Loan Documents in an amount equal to the Agent's then
customary charges for each person employed to perform such audit or analysis,
plus all reasonable costs and expenses (including without limitation, travel
expenses) incurred by the Agent in the performance of such audit or analysis.
The foregoing notwithstanding, the Borrower shall not be




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<PAGE>   90

required to reimburse the Agent for its audit or business analysis in amounts in
excess of $10,000 per annum unless a Default has occurred and is continuing.
Agent shall provide the Borrower with a detailed statement of all reimbursements
requested under this Section 10.7(A).

         (B) Indemnity. The Borrower further agrees to defend, protect,
indemnify, and hold harmless the Agent, the Arranger, the Alternate Currency
Bank and each and all of the Lenders and each of their respective Affiliates,
and each of such Agent's, Arranger's, the Alternate Currency Bank's, Lender's,
or Affiliate's respective officers, directors, trustees, investment advisors,
employees, attorneys and agents (including, without limitation, those retained
in connection with the satisfaction or attempted satisfaction of any of the
conditions set forth in Article V) (collectively, the "INDEMNITEES") from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, expenses of any kind or nature
whatsoever (including, without limitation, the fees and disbursements of counsel
for such Indemnitees in connection with any investigative, administrative or
judicial proceeding, whether or not such Indemnitees shall be designated a party
thereto), imposed on, incurred by, or asserted against such Indemnitees in any
manner relating to or arising out of:

               (i) this Agreement or any of the other Loan Documents, or any
          act, event or transaction related or attendant thereto or to the
          making of the Loans, and the issuance of and participation in Letters
          of Credit hereunder, the management of such Loans or Letters of
          Credit, the use or intended use of the proceeds of the Loans or
          Letters of Credit hereunder, or any of the other transactions
          contemplated by the Loan Documents; or

               (ii) any liabilities, obligations, responsibilities, losses,
          damages, personal injury, death, punitive damages, economic damages,
          consequential damages, treble damages, intentional, willful or wanton
          injury, damage or threat to the environment, natural resources or
          public health or welfare, costs and expenses (including, without
          limitation, attorney, expert and consulting fees and costs of
          investigation, feasibility or remedial action studies), fines,
          penalties and monetary sanctions, interest, direct or indirect, known
          or unknown, absolute or contingent, past, present or future relating
          to violation of any Environmental, Health or Safety Requirements of
          Law arising from or in connection with the past, present or future
          operations of the Borrower, its Subsidiaries or any of their
          respective predecessors in interest, or, the past, present or future
          environmental, health or safety condition of any respective property
          of the Borrower or its Subsidiaries, the presence of
          asbestos-containing materials at any respective property of the
          Borrower or its Subsidiaries or the Release or threatened Release of
          any Contaminant into the environment (collectively, the "INDEMNIFIED
          MATTERS");

provided, however, the Borrower shall have no obligation to an Indemnitee
hereunder with respect to Indemnified Matters caused solely by or resulting
solely from the willful misconduct or Gross Negligence of such Indemnitee with
respect to the Loan Documents, as determined by the final non-appealed judgment
of a court of competent jurisdiction. If the undertaking to indemnify, pay and
hold harmless set forth in the preceding sentence may be unenforceable because
it is violative of any law or public policy, the Borrower shall contribute the
maximum portion which it is permitted to pay and satisfy under applicable law,
to the payment and satisfaction of all Indemnified Matters incurred by the
Indemnitees.

         (C) Waiver of Certain Claims; Settlement of Claims. The Borrower
further agrees to assert no claim against any of the Indemnitees on any theory
of liability seeking consequential, special, indirect, exemplary or punitive
damages. No settlement shall be entered into by the Borrower or





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any if its Subsidiaries with respect to any claim, litigation, arbitration or
other proceeding relating to or arising out of the transactions evidenced by
this Agreement, the other Loan Documents unless such settlement releases all
Indemnitees from any and all liability with respect thereto.

         (D) Survival of Agreements. The obligations and agreements of the
Borrower under this Section 10.7 shall survive the termination of this
Agreement.

         10.8 Numbers of Documents. All statements, notices, closing documents,
and requests hereunder shall be furnished to the Agent with sufficient
counterparts so that the Agent may furnish one to each of the Lenders.

         10.9 Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles.

         10.10 Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         10.11 Nonliability of Lenders. The relationship between the Borrower
and the Lenders and the Agent shall be solely that of borrower and lender.
Neither the Agent nor any Lender shall have any fiduciary responsibilities to
the Borrower. Neither the Agent nor any Lender undertakes any responsibility to
the Borrower to review or inform the Borrower of any matter in connection with
any phase of the Borrower's business or operations.

         10.12 GOVERNING LAW. THE AGENT ACCEPTS THIS AGREEMENT, ON BEHALF OF
ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND AGREEING TO IT
THERE. ANY DISPUTE BETWEEN THE BORROWER AND THE AGENT, ANY LENDER OR ANY OTHER
HOLDER OF OBLIGATIONS ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT,
EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS
(INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE
CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS.

         10.13 CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

         (A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B), EACH
OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED
EXCLUSIVELY





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BY STATE OR FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS, BUT THE PARTIES HERETO
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF CHICAGO, ILLINOIS. EACH OF THE PARTIES HERETO WAIVES IN ALL
DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION THAT IT MAY HAVE
TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

         (B) OTHER JURISDICTIONS. THE BORROWER AGREES THAT THE AGENT, ANY LENDER
OR ANY OTHER HOLDER OF OBLIGATIONS SHALL HAVE THE RIGHT TO PROCEED AGAINST THE
BORROWER OR ITS PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH PERSON TO (1)
OBTAIN PERSONAL JURISDICTION OVER THE BORROWER OR (2) IN ORDER TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PERSON. THE BORROWER
AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING
BROUGHT BY SUCH PERSON TO REALIZE ON ANY SECURITY FOR THE OBLIGATIONS OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON. THE BORROWER
WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH
PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION (B).

         (C) VENUE. THE BORROWER IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
IN ANY JURISDICTION SET FORTH ABOVE.

         (D) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         (E) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENT TO EACH OTHER
PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE
PROVISIONS OF SECTION 10.7 AND THIS SECTION 10.13, WITH ITS COUNSEL.

ARTICLE XI:  THE AGENT






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         11.1 Appointment; Nature of Relationship. Bank One is appointed by the
Lenders as the Agent hereunder and under each other Loan Document, and each of
the Lenders irrevocably authorizes the Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth
herein and in the other Loan Documents. The Agent agrees to act as such
contractual representative upon the express conditions contained in this Article
XI. Notwithstanding the use of the defined term "Agent," it is expressly
understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Holder of Obligations by reason of this Agreement and
that the Agent is merely acting as the representative of the Lenders with only
those duties as are expressly set forth in this Agreement and the other Loan
Documents. In its capacity as the Lenders' contractual representative, the Agent
(i) does not assume any fiduciary duties to any of the Holders of Obligations,
(ii) is a "representative" of the Holders of Obligations within the meaning of
Section 9-105 of the Uniform Commercial Code and (iii) is acting as an
independent contractor, the rights and duties of which are limited to those
expressly set forth in this Agreement and the other Loan Documents. Each of the
Lenders, for itself and on behalf of its affiliates as Holders of Obligations,
agrees to assert no claim against the Agent on any agency theory or any other
theory of liability for breach of fiduciary duty, all of which claims each
Holder of Obligations waives.

         11.2 Powers. The Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to the Agent by the terms of
each thereof, together with such powers as are reasonably incidental thereto.
The Agent shall have no implied duties or fiduciary duties to the Lenders, or
any obligation to the Lenders to take any action hereunder or under any of the
other Loan Documents except any action specifically provided by the Loan
Documents required to be taken by the Agent.

         11.3 General Immunity. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrower, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is found in a final judgment by a court of
competent jurisdiction to have arisen solely from the Gross Negligence or
willful misconduct of such Person.

         11.4 No Responsibility for Loans, Creditworthiness, Recitals, Etc.
Neither the Agent nor any of its 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 any Loan
Document or any borrowing hereunder; (ii) the performance or observance of any
of the covenants or agreements of any obligor under any Loan Document; (iii) the
satisfaction of any condition specified in Article V, except receipt of items
required to be delivered solely to the Agent; (iv) the existence or possible
existence of any Default or (v) the validity, effectiveness or genuineness of
any Loan Document or any other instrument or writing furnished in connection
therewith. The Agent shall not be responsible to any Lender for any recitals,
statements, representations or warranties herein or in any of the other Loan
Documents, or for the execution, effectiveness, genuineness, validity, legality,
enforceability, collectibility, or sufficiency of this Agreement or any of the
other Loan Documents or the transactions contemplated thereby, or for the
financial condition of any guarantor of any or all of the Obligations, the
Borrower or any of its Subsidiaries.






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         11.5 Action on Instructions of Lenders. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder and under any
other Loan Document in accordance with written instructions signed by the
Required Lenders (or all of the Lenders in the event that and to the extent that
this Agreement expressly requires such), and such instructions and any action
taken or failure to act pursuant thereto shall be binding on all of the Lenders
and on all owners of Loans and on all Holders of Obligations. The Agent shall be
fully justified in failing or refusing to take any action hereunder and under
any other Loan Document unless it shall first be indemnified to its satisfaction
by the Lenders pro rata against any and all liability, cost and expense that it
may incur by reason of taking or continuing to take any such action.

         11.6 Employment of Agents and Counsel. The Agent may execute any of its
duties as the Agent hereunder and under any other Loan Document by or through
employees, agents, and attorney-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters pertaining to the Agent's duties hereunder and under any other
Loan Document.

         11.7 Reliance on Documents; Counsel. The Agent shall be entitled to
rely upon any notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

         11.8 The Agent's and the Alternate Currency Bank's Reimbursement and
Indemnification. The Lenders agree to reimburse and indemnify the Agent and the
Alternate Currency Bank ratably in proportion to their respective Pro Rata
Shares (i) for any amounts not reimbursed by the Borrower for which the Agent
and the Alternate Currency Bank is entitled to reimbursement by the Borrower
under the Loan Documents, (ii) for any other expenses incurred by the Agent or
the Alternate Currency Bank on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents and (iii) for any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against the Agent or the Alternate Currency Bank in any way relating to or
arising out of the Loan Documents or any other document delivered in connection
therewith or the transactions contemplated thereby, or the enforcement of any of
the terms thereof or of any such other documents, provided that no Lender shall
be liable for any of the foregoing to the extent any of the foregoing is found
in a final non-appealable judgment by a court of competent jurisdiction to have
arisen solely from the Gross Negligence or willful misconduct of the Agent or
the Alternate Currency Bank.

         11.9 Rights as a Lender. With respect to its Revolving Loan Commitment,
Loans made by it, and Letters of Credit issued by it, the Agent shall have the
same rights and powers hereunder and under any other Loan Document as any Lender
or Issuing Bank and may exercise the same as though it were not the Agent, and
the term "Lender" or "Lenders", "Issuing Bank" or "Issuing Banks" shall, unless
the context otherwise indicates, include the Agent in its individual capacity.
The Agent may accept deposits from, lend money to, and generally engage in any
kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or





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<PAGE>   95

any other Loan Document, with the Borrower or any of its Subsidiaries in which
such Person is not prohibited hereby from engaging with any other Person.

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

         11.11 Successor Agent. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right to appoint, on behalf of
the Borrower and the Lenders, a successor Agent. If no successor Agent shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within thirty days after the retiring Agent's giving notice of
resignation, then the retiring Agent may appoint, on behalf of the Borrower and
the Lenders, a successor Agent. Notwithstanding anything herein to the contrary,
so long as no Default has occurred and is continuing, each such successor Agent
shall be subject to approval by the Borrower, which approval shall not be
unreasonably withheld. Such successor Agent shall be a commercial bank having
capital and retained earnings of at least $500,000,000. Upon the acceptance of
any appointment as the Agent hereunder by a successor Agent, such successor
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder and under the other Loan
Documents. After any retiring Agent's resignation hereunder as Agent, the
provisions of this Article XI shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the Agent hereunder and under the other Loan Documents.

ARTICLE XII: SETOFF; RATABLE PAYMENTS

         12.1 Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if any Default occurs and is continuing, any
Indebtedness from any Lender to the Borrower (including all account balances,
whether provisional or final and whether or not collected or available) may be
offset and applied toward the payment of the Obligations owing to such Lender,
whether or not the Obligations, or any part hereof, shall then be due.

         12.2 Ratable Payments. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Loans (other than payments received pursuant to
Sections 4.1, 4.2 or 4.4) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligation or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in proportion to the obligations owing to them. In case any such





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payment is disturbed by legal process, or otherwise, appropriate further
adjustments shall be made.

         12.3 Application of Payments. Subject to the provisions of Section 9.2,
the Agent shall, unless otherwise specified at the direction of the Required
Lenders which direction shall be consistent with the last sentence of this
Section 12.3, apply all payments and prepayments in respect of any Obligations
in the following order:

               (A) first, to pay interest on and then principal of any portion
          of the Loans which the Agent may have advanced on behalf of any Lender
          for which the Agent has not then been reimbursed by such Lender or the
          Borrower;

               (B) second, to pay interest on and then principal of any advance
          made under Section 10.3 for which the Agent has not then been paid by
          the Borrower or reimbursed by the Lenders;

               (C) third, to pay Obligations in respect of any fees, expenses,
          reimbursements or indemnities then due to the Agent;

               (D) fourth, to pay Obligations in respect of any fees, expenses,
          reimbursements or indemnities then due to the Lenders and the
          issuer(s) of Letters of Credit;

               (E) fifth, to pay interest due in respect of Swing Line Loans;

               (F) sixth, to pay interest due in respect of Loans (other than
          Swing Line Loans) and L/C Obligations;

               (G) seventh, to the ratable payment or prepayment of principal
          outstanding on Swing Line Loans;

               (H) eighth, to the ratable payment or prepayment of principal
          outstanding on Loans (other than Swing Line Loans), Reimbursement
          Obligations and Hedging Obligations under Hedging Agreements in such
          order as the Agent may determine in its sole discretion;

               (I) ninth, to provide required cash collateral, if required
          pursuant to Section 3.11 and

               (J) tenth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior to
the occurrence of a Default) by the Borrower, all principal payments in respect
of Loans (other than Swing Line Loans) shall be applied first, to repay
outstanding Floating Rate Loans, and then to repay outstanding Eurocurrency Rate
Loans with those Eurocurrency Rate Loans which have earlier expiring Interest
Periods being repaid prior to those which have later expiring Interest Periods.
The order of priority set forth in this Section 12.3 and the related provisions
of this Agreement are set forth solely to determine the rights and priorities of
the Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of
Credit as among themselves. The order of priority set forth in clauses (D)
through (J) of this Section 12.3 may at any time and from time to time be
changed by the Required Lenders without necessity of notice to or consent of or
approval by the Borrower, or any other Person; provided, that the order of
priority of payments in respect of Swing Line Loans may be changed only with the
prior written consent of the Swing Line Bank.





                                       96
<PAGE>   97

The order of priority set forth in clauses (A) through (C) of this Section 12.3
may be changed only with the prior written consent of the Agent.

         12.4 Relations Among Lenders.

         (A) Except with respect to the exercise of set-off rights of any Lender
in accordance with Section 12.1, the proceeds of which are applied in accordance
with this Agreement, and except as set forth in the following sentence, each
Lender agrees that it will not take any action, nor institute any actions or
proceedings, against the Borrower or any other obligor hereunder or with respect
to any Loan Document, without the prior written consent of the Required Lenders
or, as may be provided in this Agreement or the other Loan Documents, at the
direction of the Agent.

         (B) The Lenders are not partners or co-venturers, and no Lender shall
be liable for the acts or omissions of, or (except as otherwise set forth herein
in case of the Agent) authorized to act for, any other Lender. The Agent shall
have the exclusive right on behalf of the Lenders to enforce on the payment of
the principal of and interest on any Loan after the date such principal or
interest has become due and payable pursuant to the terms of this Agreement.

ARTICLE XIII: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         13.1 Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (A) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents without the consent of all of the Lenders, and any such
assignment in violation of this Section 13.1(A) shall be null and void, and (B)
any assignment by any Lender must be made in compliance with Section 13.3
hereof. Notwithstanding clause (B) of this Section 13.1 or Section 13.3, (i) any
Lender may at any time, without the consent of the Borrower or the Agent, assign
all or any portion of its rights under this Agreement to a Federal Reserve Bank
and (ii) any Lender which is a fund or commingled investment vehicle that
invests in commercial loans in the ordinary course of its business may at any
time, without the consent of the Borrower or the Agent, pledge or assign all or
any part of its rights under this Agreement to a trustee or other representative
of holders of obligations owed or securities issued by such Lender as collateral
to secure such obligations or securities; provided, however, that no such
assignment or pledge shall release the transferor Lender from its obligations
hereunder. The Agent may treat each Lender as the owner of the Loans made by
such Lender hereunder for all purposes hereof unless and until such Lender
complies with Section 13.3 hereof in the case of an assignment thereof or, in
the case of any other transfer, a written notice of the transfer is filed with
the Agent. Any assignee or transferee of a Loan, Revolving Loan Commitment, L/C
Interest or any other interest of a lender under the Loan Documents agrees by
acceptance thereof to be bound by all the terms and provisions of the Loan
Documents. Any request, authority or consent of any Person, who at the time of
making such request or giving such authority or consent is the owner of any
Loan, shall be conclusive and binding on any subsequent owner, transferee or
assignee of such Loan.

         13.2 Participations.

         (A) Permitted Participants; Effect. Subject to the terms set forth in
this Section 13.2, any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any




                                       97
<PAGE>   98

time sell to one or more banks or other entities ("PARTICIPANTS") participating
interests in any Loan owing to such Lender, any Revolving Loan Commitment of
such Lender, any L/C Interest of such Lender or any other interest of such
Lender under the Loan Documents on a pro rata or non-pro rata basis. Notice of
such participation to the Borrower and the Agent shall be required prior to any
participation becoming effective with respect to a Participant which is not a
Lender or an Affiliate thereof. In the event of any such sale by a Lender of
participating interests to a Participant, such Lender's obligations under the
Loan Documents shall remain unchanged, such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
such Lender shall remain the owner of all Loans made by it for all purposes
under the Loan Documents, all amounts payable by the Borrower under this
Agreement shall be determined as if such Lender had not sold such participating
interests, and the Borrower and the Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under the Loan Documents except that, for purposes of Article IV
hereof, the Participants shall be entitled to the same rights as if they were
Lenders.

         (B) Voting Rights. Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Loan, Letter of Credit or Revolving Loan Commitment
in which such Participant has an interest which forgives principal, interest or
fees or reduces the interest rate or fees payable pursuant to the terms of this
Agreement with respect to any such Loan or Revolving Loan Commitment, postpones
any date fixed for any regularly-scheduled payment of principal of, or interest
or fees on, any such Loan or Revolving Loan Commitment.

         (C) Benefit of Setoff. The Borrower agrees that each Participant shall
be deemed to have the right of setoff provided in Section 12.1 hereof in respect
to its participating interest in amounts owing under the Loan Documents to the
same extent as if the amount of its participating interest were owing directly
to it as a Lender under the Loan Documents, provided that each Lender shall
retain the right of setoff provided in Section 12.1 hereof with respect to the
amount of participating interests sold to each Participant except to the extent
such Participant exercises its right of setoff. The Lenders agree to share with
each Participant, and each Participant, by exercising the right of setoff
provided in Section 12.1 hereof, agrees to share with each Lender, any amount
received pursuant to the exercise of its right of setoff, such amounts to be
shared in accordance with Section 12.2 as if each Participant were a Lender.

         13.3 Assignments.

         (A) Permitted Assignments. Any Lender (each such assigning Lender under
this Section 13.3 being a "Seller") may, in the ordinary course of its business
and in accordance with applicable law, at any time assign to one or more banks
or other entities ("PURCHASERS") all or a portion of its rights and obligations
under this Agreement (including, without limitation, its Revolving Loan
Commitment, all Loans owing to it, all of its participation interests in
existing Letters of Credit, and its obligation to participate in additional
Letters of Credit hereunder) in accordance with the provisions of this Section
13.3. Each assignment shall be of a constant, and not a varying, ratable
percentage of all of the Seller's rights and obligations under this Agreement.
Such assignment shall be substantially in the form of Exhibit D hereto and shall
not be permitted hereunder unless such assignment is either for all of such
Seller's rights and obligations under the Loan Documents or, without the prior
written consent of the Agent and the






                                       98
<PAGE>   99

Alternate Currency Bank, involves loans and commitments in an aggregate amount
of at least $5,000,000 (which minimum amount (i) shall not apply to any
assignment between Lenders, or to an Affiliate or Approved Fund of any Lender,
and (ii) in any event may be waived by the Required Lenders after the occurrence
of a Default or Unmatured Event of Default). The written consent of the Agent
and the Alternate Currency Bank, and, prior to the occurrence of a Default, and
only with respect to any assignment other than to another Lender, the Borrower
(which consent, in each such case, shall not be unreasonably withheld), shall be
required prior to an assignment becoming effective with respect to a Purchaser
which is not a Lender or an Affiliate or Approved Fund of such Lender.

         (B) Effect; Effective Date. Upon (i) delivery to the Agent and the
Alternate Currency Bank of a notice of assignment, substantially in the form
attached as Appendix I to Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together
with any consent required by Section 13.3(A) hereof, (ii) payment of a $3,500
fee by the assignee or the assignor (as agreed) to the Agent for processing such
assignment, and (iii) the completion of the recording requirements in Section
13.3(C), such assignment shall become effective on the later of such date when
the requirements in clauses (i), (ii), and (iii) are met or the effective date
specified in such Notice of Assignment. The Notice of Assignment shall contain a
representation by the Purchaser to the effect that none of the consideration
used to make the purchase of the Revolving Loan Commitment, Loans and L/C
Obligations under the applicable assignment agreement are "plan assets" as
defined under ERISA and that the rights and interests of the Purchaser in and
under the Loan Documents will not be "plan assets" under ERISA. On and after the
effective date of such assignment, such Purchaser, if not already a Lender,
shall for all purposes be a Lender party to this Agreement and any other Loan
Documents executed by the Lenders and shall have all the rights and obligations
of a Lender under the Loan Documents, to the same extent as if it were an
original party hereto, and no further consent or action by the Borrower, the
Lenders, the Alternate Currency Bank or the Agent shall be required to release
the Seller with respect to the percentage of the Aggregate Revolving Loan
Commitment, Loans and Letter of Credit participations assigned to such
Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to
this Section 13.3(B), the Seller, the Agent, the Alternate Currency Bank and the
Borrower shall make appropriate arrangements so that, to the extent notes have
been issued to evidence any of the transferred Loans, replacement notes are
issued to such Seller and new notes or, as appropriate, replacement notes, are
issued to such Purchaser, in each case in principal amounts reflecting their
Revolving Loan Commitment, as adjusted pursuant to such assignment.
Notwithstanding anything to the contrary herein, the Borrower shall not, at any
time, be obligated to pay under Section 2.15(E) to any Lender that is a
Purchaser, assignee or transferee any sum in excess of the sum which the
Borrower would have been obligated to pay to the Lender that was the Seller,
assignor or transferor had such assignment or transfer not been effected.

         (C) The Register. The Agent shall maintain at its address referred to
in Section 14.1 a copy of each assignment delivered to and accepted by it
pursuant to this Section 13.3 and a register (the "REGISTER") for the
recordation of the names and addresses of the Lenders and the Revolving Loan
Commitment of, principal amount of and interest on the Loans owing to, each
Lender from time to time and whether such Lender is an original Lender or the
assignee of another Lender pursuant to an assignment under this Section 13.3.
The entries in the Register shall be conclusive and binding for all purposes,
absent manifest error, and the Borrower and each of its Subsidiaries, the Agent
and the Lenders may treat each Person whose name is




                                       99
<PAGE>   100

recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

         13.4 Confidentiality. Subject to Section 13.5, the Agent and the
Lenders and their respective representatives shall hold all nonpublic
information obtained pursuant to the requirements of this Agreement and
identified as such by the Borrower in accordance with such Person's customary
procedures for handling confidential information of this nature and in
accordance with safe and sound commercial lending or investment practices and in
any event may make disclosure reasonably required by a prospective Transferee in
connection with the contemplated participation or assignment or as required or
requested by any Governmental Authority or any securities exchange or similar
self-regulatory organization or representative thereof or pursuant to a
regulatory examination or legal process, or to any direct or indirect
contractual counterparty in swap agreements or such contractual counterparty's
professional advisor, and shall require any such Transferee to agree (and
require any of its Transferees to agree) to comply with this Section 13.4. In no
event shall the Agent or any Lender be obligated or required to return any
materials furnished by the Borrower; provided, however, each prospective
Transferee shall be required to agree that if it does not become a participant
or assignee it shall return all materials furnished to it by or on behalf of the
Borrower in connection with this Agreement.

         13.5 Dissemination of Information. The Borrower authorizes each Lender
to disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "TRANSFEREE") and any
prospective Transferee any and all information in such Lender's possession
concerning the Borrower and its Subsidiaries; provided that prior to any such
disclosure, such prospective Transferee shall agree to preserve in accordance
with Section 13.4 the confidentiality of any confidential information described
therein.

ARTICLE XIV: NOTICES

         14.1 Giving Notice. Except as otherwise permitted by Section 2.14 with
respect to Borrowing/Conversion/Continuation Notices, all notices and other
communications provided to any party hereto under this Agreement or any other
Loan Documents shall be in writing or by telex or by facsimile and addressed or
delivered to such party at its address set forth below its signature hereto or
at such other address as may be designated by such party in a notice to the
other parties. Any notice, if mailed and properly addressed with postage
prepaid, shall be deemed given when received; any notice, if transmitted by
telex or facsimile, shall be deemed given when transmitted (answerback confirmed
in the case of telexes).

         14.2 Change of Address. The Borrower, the Agent and any Lender may each
change the address for service of notice upon it by a notice in writing to the
other parties hereto.

ARTICLE XV: COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been




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executed by the Borrower, the Agent and the Lenders and each party has notified
the Agent by telex or telephone, that it has taken such action.

ARTICLE XVI: SCHEDULES

         If as after date of this Agreement, Borrower has not furnished to Agent
and Lenders any schedule required by the terms hereof, Borrower shall furnish
any such schedule to Agent and Lenders as promptly as practical, but in any
event at least five (5) days prior to the Closing Date.

                  [Remainder of This Page Intentionally Blank]




                                      101
<PAGE>   102




         IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have
executed this Agreement as of the date first above written.

                                         SCHAWK, INC., as the Borrower


                                         By:
                                            -----------------------------------
                                         Name:
                                         Title:

                                         Address:  165 North River Road
                                                   Des Plaines, Illinois  60018

                                         Attention: Chief Financial Officer
                                         Telephone No.:(847) 827-9494 ext. 235
                                         Facsimile No.: (847) 827-7770





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<PAGE>   103




                                   BANK ONE, NA, HAVING ITS PRINCIPAL OFFICE IN
                                   CHICAGO, ILLINOIS, AS AGENT, AS SWING LINE
                                   LENDER, AS ISSUING BANK AND AS A LENDER

                                   By:
                                      ----------------------------------------
                                   Name:
                                   Title:

                                   Address:
                                   1 Bank One Plaza
                                   Chicago, Illinois  60670

                                   Attention: Rick Bedell
                                   Telephone No.:  (312) 732-2413
                                   Facsimile No.: (312) 732-1117










                                      103
<PAGE>   104


                                    THE NORTHERN TRUST COMPANY,
                                    as a Lender


                                    By:
                                       ---------------------------------------
                                    Name:
                                    Title:

                                    Address:
                                    50 South LaSalle Street
                                    Floor B-2
                                    Chicago, Illinois 60675

                                    Attention:  Sarah Dwortz
                                    Telephone No.:  312-444-5658
                                    Facsimile No.:  312-
                                                        --------------






                                      104
<PAGE>   105

                                          BANK OF AMERICA, N.A.,
                                          AS A LENDER


                                          By:
                                             ---------------------------------
                                          Name:
                                          Title:


                                          Address:
                                          231 South LaSalle Street, 6th Floor
                                          Chicago, Illinois 60697

                                          Attention:  Dan Lange
                                          Telephone No.:  312-828-2756
                                          Facsimile No.:  312-
                                                              --------------



                                      105
<PAGE>   106




                                   EXHIBIT A-1




                          EUROCURRENCY PAYMENT OFFICES

<TABLE>
<CAPTION>
---------------------------------   -------------------------------------------
AGREED CURRENCY                     BANK ONE, NA AS AGENT AND SWING LOAN LENDER
---------------------------------   -------------------------------------------
<S>                                 <C>
DOLLARS                             Bank One, NA
                                    Attn: Rick Bedell
                                    1 Bank One Plaza
                                    Chicago, Illinois  60670
---------------------------------   -------------------------------------------
CANADIAN DOLLARS                    Bank One, NA
                                    Attn: Rick Bedell
                                    1 Bank One Plaza
                                    Chicago, Illinois 60670
---------------------------------   -------------------------------------------
</TABLE>









                                      106
<PAGE>   107




                                     CONSENT

               Each of the Subsidiaries of the Borrower that is a Guarantor
under the Guaranty dated as of May 7, 1999, in each case in favor of the Holders
of Obligations, hereby consents to this Agreement and hereby confirms and agrees
that, notwithstanding the effectiveness of this Agreement, (x) the Guaranty and
each of the other Loan Documents to which it is a party are, and shall continue
to be, in full force and effect and each of the Guaranty and such other Loan
Documents is hereby confirmed and ratified in all respects, (y) this Agreement
merely re-evidences the indebtedness hitherto evidenced by the Amended Credit
Agreement, and (z) this Agreement is in no way intended to constitute a novation
of the indebtedness hitherto evidenced by the Amended Credit Agreement.

Dated:  October 29, 1999
                                            DESIGNER'S ATELIER, INC.
                                            CHROMART CORPORATION
                                            SCHAWK USA, INC.
                                            HORAN IMAGING SOLUTIONS, INC.

                                            By:
                                               -------------------------------
                                                   Name:
                                                   Title:

   March 28, 2000 (10:21 AM)








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