<PAGE>   1
                                                                    Exhibit 10.3


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                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                            DATED AS OF JUNE 27, 1997

                 AS AMENDED AND RESTATED AS OF FEBRUARY 11, 2000

                                      among


                                WATERLINK, INC.,


                              BANK OF AMERICA, N.A.

                    as Agent, Letter of Credit Issuing Bank,

                                       and

                                Swing Line Bank,


                                       and


                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

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


<PAGE>   2



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
         Section                                                                                               Page
         -------                                                                                               ----

<S>                                                                                                              <C>
CREDIT AGREEMENT..................................................................................................5
ARTICLE I.........................................................................................................5
DEFINITIONS.......................................................................................................5
ARTICLE II.......................................................................................................31
THE CREDITS......................................................................................................31
   2.01  Amounts and Terms of Commitments........................................................................31
   2.02  Loan Accounts...........................................................................................32
   2.03  Procedure for Borrowing.................................................................................32
   2.06  Conversion and Continuation Elections...................................................................35
   2.09  Mandatory Prepayments of Loans; Mandatory Commitment Reductions.........................................37
   2.10  Repayment...............................................................................................39
   2.11  Interest................................................................................................40
   2.12  Fees.  In addition to certain fees described in Section 3.08:...........................................41
   2.13  Computation of Fees and Interest........................................................................41
   2.14  Payments by the Company.................................................................................41
   2.15  Payments by the Banks to the Agent......................................................................42
ARTICLE III......................................................................................................43
THE LETTERS OF CREDIT............................................................................................43
   3.01  The Letter of Credit Subfacility........................................................................43
   3.02  Issuance, Amendment and Renewal of Letters of Credit....................................................44
   3.03  Risk Participations, Drawings and Reimbursements........................................................46
   3.04  Repayment of Participations.............................................................................48
   3.05  Role of the Issuing Bank................................................................................48
   3.08  Letter of Credit Fees...................................................................................50
ARTICLE IV.......................................................................................................51
TAXES, YIELD PROTECTION AND ILLEGALITY...........................................................................51
   4.01  Taxes...................................................................................................51
   4.02  Illegality..............................................................................................52
   4.03  Increased Costs and Reduction of Return.................................................................53
ARTICLE V........................................................................................................55
CONDITIONS PRECEDENT.............................................................................................55
ARTICLE VI.......................................................................................................59
REPRESENTATIONS AND WARRANTIES...................................................................................59
   6.07  ERISA Compliance........................................................................................61
   6.12  Environmental Matters...................................................................................62
   6.13  Collateral Documents....................................................................................63
   6.16  Solvency.  The Company and each of its Subsidiaries are Solvent.........................................64
ARTICLE VII......................................................................................................65
AFFIRMATIVE COVENANTS............................................................................................65
   7.14  Further Assurances......................................................................................69
ARTICLE VIII.....................................................................................................71
NEGATIVE COVENANTS...............................................................................................71
</TABLE>



                                      -2-
<PAGE>   3


<TABLE>
<S>                                                                                                              <C>
   8.11  Restricted Payments.....................................................................................78
ARTICLE IX.......................................................................................................81
EVENTS OF DEFAULT................................................................................................81
      (k)    Collateral..........................................................................................83
      (l) Change of Control.  There occurs any Change of Control; or.............................................83
ARTICLE X........................................................................................................84
THE AGENT........................................................................................................84
   10.01  Appointment and Authorization; "Agent".................................................................84
   10.04  Reliance by Agent......................................................................................86
   10.10  Withholding Tax........................................................................................88
ARTICLE XI.......................................................................................................89
MISCELLANEOUS....................................................................................................89
   11.02  Notices................................................................................................90
   11.04  Costs and Expenses.  The Company shall:................................................................91
   11.08  Assignments, Participations, etc.......................................................................92
   11.16  Governing Law and Jurisdiction.........................................................................95
   11.19  Amendment and Restatement..............................................................................96
   11.20  Entire Agreement.......................................................................................97
</TABLE>



                                      -3-
<PAGE>   4


SCHEDULES
    Schedule 1.01      Existing Letters of Credit
    Schedule 2.01      Commitments
    Schedule 6.11      Permitted Liabilities
    Schedule 6.19      Subsidiaries and Minority Interests
    Schedule 8.01      Existing Liens
    Schedule 8.04      Existing Investments
    Schedule 8.05      Existing Indebtedness
    Schedule 8.08      Contingent Obligations
    Schedule 11.02     Lending Offices; Addresses for Notices


    EXHIBITS

    Exhibit A          Form of Notice of Borrowing
    Exhibit B          Form of Notice of Conversion/Continuation
    Exhibit C          Form of Compliance Certificate
    Exhibit D-1        Form of Legal Opinion of Company's Counsel
    Exhibit D-2        Form of  Legal Opinion of Special Illinois Counsel to the
                       Company
    Exhibit E          Form of Assignment and Acceptance
    Exhibit F-1        Form of Promissory Note - Revolving Loan
    Exhibit F-2        Form of Promissory Note - Term Loan
    Exhibit F-3        Form of Promissory Note - Swing Line Loan
    Exhibit G          Special Funding Procedure Letter



                                      -4-
<PAGE>   5






                              AMENDED AND RESTATED
                                CREDIT AGREEMENT
                                ----------------


         This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of June
27, 1997 and amended and restated as of February 11, 2000, among Waterlink,
Inc., a Delaware corporation (the "COMPANY"), the several financial institutions
from time to time party to this Agreement (collectively, the "BANKS";
individually, a "BANK"), and Bank of America, N.A. (f/k/a Bank of America
National Trust and Savings Association), as letter of credit issuing bank, swing
line bank and as agent for the Banks.

         WHEREAS, the Banks have agreed to make available to the Company a term
loan, a swing line loan and a revolving credit facility with a letter of credit
subfacility upon the terms and conditions set forth in this Agreement;

         NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.01 CERTAIN DEFINED TERMS. The following terms have the following
meanings:

                  "ACQUISITION" means any transaction or series of related
         transactions for the purpose of or resulting, directly or indirectly,
         in (a) the acquisition of all or substantially all of the assets of a
         Person, or of any business or division of a Person, (b) the acquisition
         of in excess of 50% of the capital stock, partnership interests,
         membership interests or equity of any Person, or otherwise causing any
         Person to become a Subsidiary, or (c) a merger or consolidation or any
         other combination with another Person (other than a Person that is a
         Subsidiary) provided that the Company or the Subsidiary is the
         surviving entity.

                  "AFFILIATE" means, as to any Person, any other Person which,
         directly or indirectly, is in control of, is controlled by, or is under
         common control with, such Person. A Person shall be deemed to control
         another Person if the controlling Person possesses, directly or
         indirectly, the power to direct or cause the direction of the
         management and policies of the other Person, whether through the
         ownership of voting securities, membership interests, by contract, or
         otherwise.

                  "AGENT" means BofA in its capacity as agent for the Banks
         hereunder, and any successor agent arising under Section 10.09.



                                      -5-
<PAGE>   6


                  "AGENT-RELATED PERSONS" means BofA and any successor agent
         arising under Section 10.09 and any successor letter of credit issuing
         bank hereunder, together with their respective Affiliates, and the
         officers, directors, employees, agents and attorneys-in-fact of such
         Persons and Affiliates.

                  "AGENT'S PAYMENT OFFICE" means the address for payments set
         forth on SCHEDULE 11.02 or such other address as the Agent may from
         time to time specify.

                  "AGREEMENT" means this Credit Agreement.

                  "APPLICABLE MARGIN" shall mean on any date the applicable
         percentage set forth below based upon the Level as shown in the
         Compliance Certificate then most recently delivered to the Banks:




                                      -6-
<PAGE>   7


<TABLE>
<CAPTION>
                    Loans                      Letters of Credit
                    -----                      -----------------

                  Offshore         Base                                                         Commitment
Level              Rate            Rate          Non-Financial           Financial                 Fee
-----            --------         -------        -------------           ---------            -------------
<S>                 <C>              <C>             <C>                    <C>                    <C>
    I              1.50%           -0-%             0.750%                 1.50%                  0.300%
    II             1.75%           -0-%             0.875%                 1.75%                  0.300%
    III            2.00%           -0-%             1.000%                 2.00%                  0.375%
    IV             2.25%           -0-%             1.125%                 2.25%                  0.500%
    V              2.50%           0.25%            1.250%                 2.50%                  0.500%
    VI             2.75%           0.50%            1.375%                 2.75%                  0.500%
</TABLE>


                  ; PROVIDED, HOWEVER that, if the Company shall have failed to
         deliver to the Banks by the date required hereunder any Compliance
         Certificate pursuant to Section 7.02(b), then from the date such
         Compliance Certificate was required to be delivered until the date of
         such delivery the Applicable Margin shall be deemed to be Level VI.
         Each change in the Applicable Margin shall take effect with respect to
         all outstanding Loans on the third Business Day immediately succeeding
         the day on which such Compliance Certificate is received by the Agent.
         Notwithstanding the foregoing, no reduction in the Applicable Margin
         shall be effected if a Default or an Event of Default shall have
         occurred and be continuing on the date when such change would otherwise
         occur, it being understood that on the third Business Day immediately
         succeeding the day on which such Default or Event of Default is either
         waived or cured (assuming no other Default or Event of Default shall be
         then pending), the Applicable Margin shall be reduced (on a prospective
         basis) in accordance with the then most recently delivered Compliance
         Certificate.


                  "APPROVED ALTERNATIVE CURRENCY" means Sterling, Deutschmarks,
         Krona or ECU's or any other currency (other than Dollars) approved by
         the Agent and the Issuing Bank.

                  "ASSIGNEE" has the meaning specified in SECTION 11.08(a).

                  "ATTORNEY COSTS" means and includes all reasonable and
         customary fees and disbursements of any law firm or other external
         counsel, the allocated cost of internal legal services and all
         disbursements of internal counsel.

                  "BOFA" means Bank of America, N.A. (f/k/a Bank of America
         National Trust and Savings Association), a national banking
         association.

                  "BANK" has the meaning specified in the introductory clause
         hereto. References to the "Banks" shall include BofA, including in its
         capacity as Issuing Bank and Swing Line Bank; for purposes of
         clarification only, to the extent that BofA may have any rights


                                      -7-
<PAGE>   8


         or obligations in addition to those of the Banks due to its status as
         Issuing Bank, its status as such will be specifically referenced.

                  "BANKRUPTCY CODE" means the Federal Bankruptcy Reform Act of
         1978 (11 U.S.C.ss.101, ET SEQ.).

                  "BASE RATE" means, for any day, the higher of: (a) 0.50% per
         annum above the latest Federal Funds Rate; and (b) the rate of interest
         in effect for such day as publicly announced from time to time by BofA
         in San Francisco, California as its "reference rate." The "reference
         rate" is a rate set by BofA based upon various factors including BofA's
         costs and desired return, general economic conditions and other
         factors, and is used as a reference point for pricing some loans, which
         may be priced at, above, or below such announced rate. Any change in
         the reference rate announced by BofA shall take effect at the opening
         of business on the day specified in the public announcement of such
         change.

                  "BASE RATE LOAN" means a Loan or an L/C Advance, that bears
         interest based on the Base Rate.

                  "BIOCLEAR DEBT" shall mean the Indebtedness described in ANNEX
         A to the Fourth Amendment.

                  "BORROWING" means a borrowing hereunder consisting of Loans of
         the same Type made to the Company on the same day by the Banks under
         ARTICLE II, and, in the case of Offshore Rate Loans, having the same
         Interest Period.

                  "BORROWING DATE" means any date on which a Borrowing occurs
         under SECTION 2.03.

                   "BUSINESS DAY" means any day other than a Saturday, Sunday or
         other day on which commercial banks in Chicago, Illinois, New York, New
         York or San Francisco, California are authorized or required by law to
         close and, if the applicable Business Day relates to any Offshore Rate
         Loan, means such a day on which dealings are carried on in the
         applicable offshore interbank market.

                  "CAPITAL ADEQUACY REGULATION" means any guideline, request or
         directive of any central bank or other Governmental Authority, or any
         other law, rule or regulation, whether or not having the force of law,
         in each case, regarding capital adequacy of any bank or of any
         corporation controlling a bank.

                  "CAPITAL EXPENDITURES" means, for any period and with respect
         to any Person, the aggregate of all expenditures by such Person and its
         Subsidiaries for the acquisition or leasing of fixed or capital assets
         or additions to equipment (including replacements, capitalized repairs
         and improvements during such period) which should be capitalized under
         GAAP on a consolidated balance sheet of such Person and its
         Subsidiaries.



                                      -8-
<PAGE>   9


                  "CAPITAL LEASE" has the meaning specified in the definition of
         "Capital Lease Obligations."

                  "CAPITAL LEASE OBLIGATIONS" means all monetary obligations of
         the Company or any of its Subsidiaries under any leasing or similar
         arrangement which, in accordance with GAAP, is classified as a capital
         lease ("CAPITAL LEASE").

                  "CASH EQUIVALENTS" means:

                           (a) securities issued or fully guaranteed or insured
                  by the United States Government or any agency thereof and
                  backed by the full faith and credit of the United States
                  having maturities of not more than six months from the date of
                  acquisition;

                           (b) certificates of deposit, time deposits,
                  Eurodollar time deposits, repurchase agreements, reverse
                  repurchase agreements, or bankers' acceptances, having in each
                  case a term of not more than six months, issued by any Bank,
                  or by any U.S. commercial bank having combined capital and
                  surplus of not less than $100,000,000 whose short term
                  securities are rated at least A-1 by Standard & Poor's
                  Corporation and P-1 by Moody's Investors Service, Inc.;

                           (c) commercial paper of an issuer rated at least A-1
                  by Standard & Poor's Corporation or P-1 by Moody's Investors
                  Service Inc. and in either case having a tenor of not more
                  than three months.

                  "CASH COLLATERALIZE" means to pledge and deposit with or
         deliver to the Agent, for the benefit of the Agent, the Issuing Bank
         and the Banks, as additional collateral for the L/C Obligations, cash
         or deposit account balances pursuant to documentation in form and
         substance satisfactory to the Agent and the Issuing Bank (which
         documents are hereby consented to by the Banks). Derivatives of such
         term shall have corresponding meaning. The Company hereby grants the
         Agent, for the benefit of the Agent, the Issuing Bank and the Banks, a
         security interest in all such cash and deposit account balances. Cash
         collateral shall be maintained in blocked deposit accounts at BofA. The
         Agent shall invest any and all available funds deposited in such
         deposit accounts, within 10 business days after the date the relevant
         funds become available, in securities issued or fully guaranteed or
         insured by the United States Government or any agency thereof backed by
         the full faith and credit of the United States having maturities of
         three months from the date of acquisition thereof (collectively,
         "Government Obligations"). The Company hereby acknowledges and agrees
         that the Agent shall not have any liability with respect to, and the
         Company hereby indemnifies the Agent against, any loss resulting from
         the acquisition of the Government Obligations and the Agent shall not
         have any obligation to monitor the trading activity of any such
         Governmental Obligations on and after the acquisition thereof for the
         purpose of obtaining the highest possible return with respect thereto,
         the Agent's responsibility being limited to acquiring such Governmental
         Obligations.



                                      -9-
<PAGE>   10


                  "CHANGE OF CONTROL" means (a) any Person or any two or more
         Persons acting in concert (in any such case, excluding the Closing Date
         Stockholders and their Affiliates) acquiring beneficial ownership
         (within the meaning of Rule 13d-3 of the Securities and Exchange
         Commission under the Exchange Act), directly or indirectly, of capital
         stock of the Company (or other securities convertible into such capital
         stock) representing 20% or more of the combined voting power of all
         capital stock of the Company entitled to vote in the election of
         directors, other than capital stock having such power only by reason of
         the happening of a contingency, or (b) during any period of twelve
         consecutive calendar months, individuals who at the beginning of such
         period constituted the Company's board of directors (together with any
         new directors whose election by the Company's board of directors or
         whose nomination for election by the Company's stockholders was
         approved by a vote of at least a majority of the directors then still
         in office who either were directors at the beginning of such period or
         whose election or nomination for election was previously so approved)
         cease for any reasons other than death or disability to constitute a
         majority of the directors then in office.
                  "CLOSING DATE" means the date on which all conditions
         precedent set forth in SECTION 5.01 are satisfied or waived by all
         Banks.

                  "CLOSING DATE STOCKHOLDERS" means, collectively, Brantley
         Venture Partners, III, Theodore F. Savastano, Environmental
         Opportunities Fund, River Cities Capital Fund IPP95, L.P. and William
         E. Simon & Sons, L.L.C.

                  "CODE" means the Internal Revenue Code of 1986, and
         regulations promulgated thereunder.

                  "COLLATERAL" means all property and interests in property and
         proceeds thereof now owned or hereafter acquired by the Company or any
         Guarantor in or upon which a Lien now or hereafter exists in favor of
         the Banks, or the Collateral Agent on behalf of the Banks, whether
         under this Agreement or under any other documents executed by any such
         Persons and delivered to the Collateral Agent.

                  "COLLATERAL AGENT" means the Agent acting in its capacity as
         Collateral Agent pursuant to the Collateral Documents (other than the
         Guaranty).

                  "COLLATERAL DOCUMENTS" means, collectively, (a) the Security
         Agreements, the Guaranty, the Pledge Agreements, the Intellectual
         Property Assignments and all other security agreements, patent and
         trademark assignments, guarantees and other similar agreements between
         the Company or its Subsidiaries and the Banks or the Collateral Agent
         for the benefit of the Banks now or hereafter delivered to the Banks or
         the Collateral Agent pursuant to or in connection with the transactions
         contemplated hereby, and all financing statements (or comparable
         documents now or hereafter filed in accordance with the UCC or
         comparable law) against the Company or any Subsidiaries or any
         Guarantor as debtor in favor of the Banks or the Collateral Agent for
         the benefit of the Banks as secured party and (b) any amendments,
         supplements, modifications,


                                      -10-
<PAGE>   11


         renewals, replacements, consolidations, substitutions and extensions of
         any of the foregoing.

                  "COMMITMENT" means, collectively, the Revolving Loan
         Commitment, the Term Loan Commitment and the Swing Line Loan
         Commitment.

                  "COMMITMENT FEE" has the meaning specified in SECTION 2.12(b).

                  "COMPANY" means Waterlink, Inc., a Delaware corporation.

                  "COMPLIANCE CERTIFICATE" means a certificate substantially in
         the form of EXHIBIT C.

                  "CONSOLIDATED INTEREST EXPENSE" means, for any period, gross
         consolidated interest expense for the period (including all
         commissions, discounts, fees and other charges in connection with
         standby letters of credit and similar instruments) for the Company and
         its Subsidiaries, PLUS the portion of the upfront costs and expenses
         for Swap Contracts (to the extent not included in gross interest
         expense) fairly allocated to such Swap Contracts as expenses for such
         period, as determined in accordance with GAAP and after giving effect
         to any Swap Contract then in effect.

                  "CONTINGENT OBLIGATION" means, as to any Person, any direct or
         indirect liability of that Person, whether or not contingent, with or
         without recourse, (a) with respect to any Indebtedness, lease,
         dividend, letter of credit or other obligation (the "primary
         obligations") of another Person (the "primary obligor"), including any
         obligation of that Person (i) to purchase, repurchase or otherwise
         acquire such primary obligations or any security therefor, (ii) to
         advance or provide funds for the payment or discharge of any such
         primary obligation, or to maintain working capital or equity capital of
         the primary obligor or otherwise to maintain the net worth or solvency
         or any balance sheet item, level of income or financial condition of
         the primary obligor, (iii) to purchase property, securities or services
         primarily for the purpose of assuring the owner of any such primary
         obligation of the ability of the primary obligor to make payment of
         such primary obligation, or (iv) otherwise to assure or hold harmless
         the holder of any such primary obligation against loss in respect
         thereof (each, a "GUARANTY OBLIGATION"); (b) with respect to any Surety
         Instrument (other than any Letter of Credit) issued for the account of
         that Person or as to which that Person is otherwise liable for
         reimbursement of drawings or payments; (c) to purchase any materials,
         supplies or other property from, or to obtain the services of, another
         Person if the relevant contract or other related document or obligation
         requires that payment for such materials, supplies or other property,
         or for such services, shall be made regardless of whether delivery of
         such materials, supplies or other property is ever made or tendered, or
         such services are ever performed or tendered, or (d) in respect of any
         Swap Contract. The amount of any Contingent Obligation shall, in the
         case of Guaranty Obligations, be deemed equal to the stated or
         determinable amount of the primary obligation in respect of which such
         Guaranty Obligation is made or, if not stated or if indeterminable, the
         maximum reasonably anticipated liability in



                                      -11-
<PAGE>   12


         respect thereof, and in the case of other Contingent Obligations other
         than in respect of Swap Contracts, shall be equal to the maximum
         reasonably anticipated liability in respect thereof and, in the case of
         Contingent Obligations in respect of Swap Contracts, shall be equal to
         the Swap Termination Value.

                  "CONTINUING LOANS" has the meaning specified in SECTION 11.19.

                  "CONTRACTUAL OBLIGATION" means, as to any Person, any
         provision of any security issued by such Person or of any agreement,
         undertaking, contract, indenture, mortgage, deed of trust or other
         instrument, document or agreement to which such Person is a party or by
         which it or any of its property is bound.

                  "CONVERSION/CONTINUATION DATE" means any date on which, under
         SECTION 2.06, the Company (a) converts Loans of one Type to another
         Type, or (b) continues as Loans of the same Type, but with a new
         Interest Period, having Interest Periods expiring on such date.

                  "CREDIT EXTENSION" means and includes (a) the making of any
         Loans hereunder, and (b) the Issuance of any Letters of Credit
         hereunder.

                  "DEFAULT" means any event or circumstance which, with the
         giving of notice, the lapse of time, or both, would (if not cured or
         otherwise remedied during such time) constitute an Event of Default.

                  "DEUTSCHMARKS" means the lawful currency of Germany.

                  "DISPOSITION" means (a) the sale, lease, conveyance or other
         disposition of Property in excess of $100,000, other than sales or
         other dispositions expressly permitted under SECTION 8.02, and (b) the
         sale or transfer by the Company or any Subsidiary of the Company of any
         equity securities issued by any Subsidiary of the Company and held by
         such transferor Person.

                  "DOLLARS", "DOLLARS" and "$" each mean lawful money of the
         United States.

                  "DOMESTIC SUBSIDIARY" means each Subsidiary of the Company
         that is organized under the laws of the United States or any state
         thereof.

                  "EBIT" means, for any period, for the Company and its
         Subsidiaries on a consolidated basis, determined in accordance with
         GAAP, the sum of (a) Net Income for such period PLUS (b) all amounts
         treated as expenses for interest to the extent included in the
         determination of such Net Income, PLUS (c) all accrued taxes on or
         measured by income to the extent included in the determination of such
         Net Income; PROVIDED, HOWEVER, that Net Income shall be computed for
         these purposes without giving effect to extraordinary losses or
         extraordinary gains, PLUS (d) with respect to any business acquired
         during the period of determination, an amount equal to the sum of (x)
         the total compensation paid to each management equity holder of such
         acquired business during



                                      -12-
<PAGE>   13


         the twelve month period immediately preceding the date such business
         was acquired LESS the base compensation paid to each such Person during
         such twelve month period PLUS (y) the aggregate amount of management
         fees paid to management equity holders or Affiliates thereof during
         such twelve month period to the extent that such management fee is no
         longer required to be paid after the date of such acquisition PLUS (z)
         the Net Income of such acquired business during such period (plus, to
         the extent deducted in determining such Net Income, interest expense
         and income tax expense of such acquired business) in accordance with
         Article 11 of Regulation S-X of the SEC; and PROVIDED FURTHER, that for
         the purpose of computations under SECTIONS 8.17 and 8.18 for any
         business acquired during the period of determination (including the
         Sutcliffe Acquisition), EBIT for such period shall be determined on a
         pro forma basis as if such acquisition had occurred as of the beginning
         of such period; AND PROVIDED FURTHER, that:

                           (A) for all purposes for any period which includes a
                           fiscal quarter of the Company's 1999 fiscal year,
                           there shall be excluded in determining EBIT any
                           realignment expense recorded in such fiscal quarter,
                           which serves to reduce Net Income of the Company
                           and/or its Subsidiaries in such fiscal quarter,
                           PROVIDED, HOWEVER, that the aggregate amount of such
                           realignment expenses during such 1999 fiscal year
                           shall not exceed $1,593,000;

                           (B) for all purposes for any period which includes
                           the third fiscal quarter of the Company's 1999 fiscal
                           year, there shall be excluded in determining EBIT any
                           expense related to the completion of the Company's
                           1999 Strategic Operating Plan, which serves to reduce
                           Net Income of the Company and/or its Subsidiaries in
                           such fiscal quarter, PROVIDED, HOWEVER, that such
                           expenses shall not exceed $4,092,000; and

                           (C) for all purposes for any period which includes
                           the fourth fiscal quarter of the Company's 1999
                           fiscal year, there shall be excluded in determining
                           EBIT any expense related to guaranty warrants and
                           changes in the Company's board of directors recorded
                           in such fiscal quarter, which serves to reduce Net
                           Income of the Company and/or its Subsidiaries in such
                           fiscal quarter, PROVIDED, HOWEVER, that such expenses
                           shall not exceed $1,450,000.

                  "EBITDA" means, for any period, for the Company and its
         Subsidiaries on a consolidated basis, determined in accordance with
         GAAP, the sum of, without duplication, (a) the Net Income for such
         period, PLUS (b) all amounts treated as expenses for depreciation and
         interest and the amortization of intangibles of any kind to the extent
         included in the determination of such Net Income, PLUS (c) all accrued
         taxes on or measured by income to the extent included in the
         determination of such Net Income; PROVIDED, HOWEVER, that Net Income
         shall be computed for these purposes without giving effect to
         extraordinary losses or extraordinary gains, PLUS (d) with respect to
         any business acquired during the period of determination, an amount
         equal to the sum of (x) the total compensation paid to each management
         equity holder of such acquired business during



                                      -13-
<PAGE>   14


         the twelve month period immediately preceding the date such business
         was acquired LESS the base compensation paid to each such Person during
         such twelve month period PLUS (y) the aggregate amount of management
         fees paid to management equity holders or Affiliates thereof during
         such twelve month period to the extent that such management fee is no
         longer required to be paid after the date of such acquisition PLUS (z)
         the Net Income of such acquired business during such period (plus, to
         the extent deducted in determining such Net Income, interest expense,
         income tax expense, depreciation and amortization of such acquired
         business) in accordance with Article 11 of Regulation S-X of the SEC;
         and PROVIDED FURTHER, that for the purpose of computations under
         SECTIONS 8.17 and 8.18 for any business acquired during the period of
         determination (including the Sutcliffe Acquisition), EBITDA for such
         period shall be determined on a pro forma basis as if such acquisition
         had occurred as of the beginning of such period; AND PROVIDED FURTHER,
         that:

                           (A) for all purposes for any period which includes a
                           fiscal quarter of the Company's 1999 fiscal year,
                           there shall be excluded in determining EBITDA any
                           realignment expense recorded in such fiscal quarter,
                           which serves to reduce Net Income of the Company
                           and/or its Subsidiaries in such fiscal quarter,
                           PROVIDED, HOWEVER, that the aggregate amount of such
                           realignment expenses during such 1999 fiscal year
                           shall not exceed $1,593,000;

                           (B) for all purposes for any period which includes
                           the third fiscal quarter of the Company's 1999 fiscal
                           year, there shall be excluded in determining EBITDA
                           any expense related to the completion of the
                           Company's 1999 Strategic Operating Plan, which serves
                           to reduce Net Income of the Company and/or its
                           Subsidiaries in such fiscal quarter, PROVIDED,
                           HOWEVER, that such expenses shall not exceed
                           $4,092,000; and

                           (C) for all purposes for any period which includes
                           the fourth fiscal quarter of the Company's 1999
                           fiscal year, there shall be excluded in determining
                           EBITDA any expense related to guaranty warrants and
                           changes in the Company's board of directors recorded
                           in such fiscal quarter, which serves to reduce Net
                           Income of the Company and/or its Subsidiaries in such
                           fiscal quarter, PROVIDED, HOWEVER, that such expenses
                           shall not exceed $1,450,000.

                  "ECU" means the "European Currency Unit" and/or "Euro" used in
         the European Monetary System.

                  "EFFECTIVE AMOUNT" means (a) with respect to any Revolving
         Loans on any date, the aggregate outstanding principal amount thereof
         after giving effect to any Borrowings and prepayments or repayments of
         Revolving Loans occurring on such date; (b) with respect to any Swing
         Line Loans on any date, the aggregate outstanding principal amount
         thereof after giving effect to any Borrowings and prepayments or
         repayments of Swing




                                      -14-
<PAGE>   15

         Line Loans occurring on such date; (c) with respect to any outstanding
         L/C Obligations on any date, the amount of such L/C Obligations on such
         date after giving effect to any Issuances of Letters of Credit
         occurring on such date and any other changes in the aggregate amount of
         the L/C Obligations as of such date, including as a result of any
         reimbursements of outstanding unpaid drawings under any Letters of
         Credit or any reductions in the maximum amount available for drawing
         under Letters of Credit taking effect on such date; and (d) with
         respect to any Term Loans on any date, the aggregate outstanding
         principal amount thereof after giving effect to any Borrowing of Term
         Loans occurring on such date. For purposes of SECTION 2.09, the
         Effective Amount shall be determined without giving effect to any
         mandatory prepayments to be made under said Section.

                  "EFFECTIVE DATE" has the meaning specified in SECTION 11.18.

                  "ELIGIBLE ASSIGNEE" means (a) a commercial bank organized
         under the laws of the United States, or any state thereof, and having a
         combined capital and surplus of at least $100,000,000; (b) a commercial
         bank organized under the laws of any other country which is a member of
         the Organization for Economic Cooperation and Development (the "OECD"),
         or a political subdivision of any such country, and having a combined
         capital and surplus of at least $100,000,000, PROVIDED that such bank
         is acting through a branch or agency located in the United States; or
         (c) a Person that is primarily engaged in the business of commercial
         banking and that is (i) a Subsidiary of a Bank, (ii) a Subsidiary of a
         Person of which a Bank is a Subsidiary, or (iii) a Person of which a
         Bank is a Subsidiary.

                  "ENVIRONMENTAL CLAIMS" means all claims, however asserted, by
         any Governmental Authority or other Person alleging potential liability
         or responsibility for violation of any Environmental Law, or for
         release or injury to the environment.

                  "ENVIRONMENTAL LAWS" means all federal, state or local laws,
         statutes, common law duties, rules, regulations, ordinances and codes,
         together with all administrative orders, directed duties, requests,
         licenses, authorizations and permits of, and agreements with, any
         Governmental Authorities, in each case relating to environmental,
         health, safety and land use matters.

                  "ENVIRONMENTAL PERMITS" has the meaning specified in SECTION
         6.12(b).

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, and regulations promulgated thereunder.

                  "ERISA AFFILIATE" means any trade or business (whether or not
         incorporated) under common control with the Company within the meaning
         of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of
         the Code for purposes of provisions relating to Section 412 of the
         Code).



                                      -15-
<PAGE>   16


                  "ERISA EVENT" means (a) a Reportable Event with respect to a
         Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliate
         from a Pension Plan subject to Section 4063 of ERISA during a plan year
         in which it was a substantial employer (as defined in Section
         4001(a)(2) of ERISA) or a cessation of operations which is treated as
         such a withdrawal under Section 4062(e) of ERISA; (c) a complete or
         partial withdrawal by the Company or any ERISA Affiliate from a
         Multiemployer Plan or notification that a Multiemployer Plan is in
         reorganization; (d) the filing of a notice of intent to terminate, the
         treatment of a Plan amendment as a termination under Section 4041 or
         4041A of ERISA, or the commencement of proceedings by the PBGC to
         terminate a Pension Plan or Multiemployer Plan; (e) an event or
         condition which might reasonably be expected to constitute grounds
         under Section 4042 of ERISA for the termination of, or the appointment
         of a trustee to administer, any Pension Plan or Multiemployer Plan; or
         (f) the imposition of any liability to the PBGC under Title IV of
         ERISA, other than PBGC premiums due but not delinquent under Section
         4007 of ERISA, upon the Company or any ERISA Affiliate.

                  "EURODOLLAR RESERVE PERCENTAGE" has the meaning specified in
         the definition of "Offshore Rate".

                  "EVENT OF DEFAULT" means any of the events or circumstances
         specified in SECTION 9.01.

                  "EXCESS CASH FLOW" means, for any period, (x) EBITDA for such
         period less (y) the sum, without duplication, of the amount for such
         period of (i) Consolidated Interest Expense, (ii) provisions for taxes
         based on income, (iii) Capital Expenditures, (iv) payments made with
         respect to Permitted Earn-Out Debt and (v) all scheduled principal
         payments on Indebtedness (including all Scheduled Repayments).

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, and
         regulations promulgated thereunder.

                  "EXISTING LETTER OF CREDIT" means each letter of credit listed
         on SCHEDULE 1.01.

                  "FDIC" means the Federal Deposit Insurance Corporation, and
         any Governmental Authority succeeding to any of its principal
         functions.

                  "FRB" means the Board of Governors of the Federal Reserve
         System, and any Governmental Authority succeeding to any of its
         principal functions.

                  "FEDERAL FUNDS RATE" means, for any day, the rate set forth in
         the weekly statistical release designated as H.15(519), or any
         successor publication, published by the Federal Reserve Bank of New
         York (including any such successor, "H.15(519)") on the preceding
         Business Day opposite the caption "Federal Funds (Effective)"; or, if
         for any relevant day such rate is not so published on any such
         preceding Business Day, the rate for such day will be the arithmetic
         mean as determined by the Agent of the rates for the last transaction
         in overnight Federal funds arranged prior to 9:00 a.m. (New York City



                                      -16-
<PAGE>   17


         time) on that day by each of three leading brokers of Federal funds
         transactions in New York City selected by the Agent.

                  "FEE LETTER" has the meaning specified in SECTION 2.12(a).

                  "FINANCIAL LETTERS OF CREDIT" means any Letter of Credit which
         either the Agent or the Issuing Bank determines is required under
         applicable law (including regulations and guidelines established by
         banking regulators) relating to reserve requirements to be classified
         as a financial letter of credit.

                  "FOREIGN SUBSIDIARY" means each Subsidiary of the Company that
         is not a Domestic Subsidiary.

                  "FOURTH AMENDMENT " shall mean the Fourth Amendment to this
         Agreement, dated as of February 22, 1999.

                  "FURTHER TAXES" means any and all present or future taxes,
         levies, assessments, imposts, duties, deductions, fees, withholdings or
         similar charges (including, without limitation, net income taxes and
         franchise taxes), and all liabilities with respect thereto, imposed by
         any jurisdiction on account of amounts payable or paid pursuant to
         SECTION 4.01.

                  "FX TRADING OFFICE" means the Foreign Exchange Trading Center
         #5193, San Francisco, California, of the Bank of America National Trust
         and Savings Association, or such other foreign exchange trading center
         of the Bank of America National Trust and Savings Association as it may
         designate from time to time.

                  "GAAP" means generally accepted accounting principles set
         forth from time to time in the opinions and pronouncements of the
         Accounting Principles Board and the American Institute of Certified
         Public Accountants and statements and pronouncements of the Financial
         Accounting Standards Board (or agencies with similar functions of
         comparable stature and authority within the U.S. accounting
         profession), which are applicable to the circumstances as of the date
         of determination; PROVIDED, however, that for purposes of all
         computations required to be made with respect to compliance by the
         Company with SECTIONS 8.15, 8.16, 8.17, 8.18 and 8.19, such term shall
         mean generally accepted accounting principles as in effect on the date
         of this Agreement, applied in a manner consistent with those used in
         preparing the financial statements referred to in SECTION 6.11.

                  "GOVERNMENTAL AUTHORITY" means any nation or government, any
         state or other political subdivision thereof, any central bank (or
         similar monetary or regulatory authority) thereof, any entity
         exercising executive, legislative, judicial, regulatory or
         administrative functions of or pertaining to government, and any
         corporation or other entity owned or controlled, through stock or
         capital ownership or otherwise, by any of the foregoing.



                                      -17-
<PAGE>   18


                  "GUARANTOR" means each Domestic Subsidiary of the Company and,
         to the extent requested pursuant to SECTION 7.15, each Foreign
         Subsidiary of the Company.

                  "GUARANTY" means the Guaranty, dated as of June 27, 1997, duly
         executed and delivered by the Guarantors in favor of the Agent, on
         behalf of the Banks, as the same may be amended, supplemented or
         otherwise modified from time to time.

                  "GUARANTY OBLIGATION" has the meaning specified in the
         definition of "Contingent Obligation."

                  "HAZARDOUS MATERIALS" means any toxic or hazardous waste,
         substance or chemical or any pollutant, contaminant, chemical or other
         substance defined or regulated pursuant to any Environmental Law,
         including, without limitation, asbestos, petroleum, crude oil or any
         fraction thereof.

                  "HONOR DATE" has the meaning specified in SECTION 3.03(b).

                  "INDEBTEDNESS" of any Person means, without duplication, (a)
         all indebtedness for borrowed money; (b) all obligations issued,
         undertaken or assumed as the deferred purchase price of property or
         services (other than trade payables entered into in the ordinary course
         of business on ordinary terms); (c) all non-contingent reimbursement or
         payment obligations with respect to Surety Instruments and all L/C
         Obligations; (d) all obligations evidenced by notes, bonds, debentures
         or similar instruments, including obligations so evidenced incurred in
         connection with the acquisition of property, assets or businesses; (e)
         all indebtedness created or arising under any conditional sale or other
         title retention agreement, or incurred as financing, in either case
         with respect to property acquired by the Person (even though the rights
         and remedies of the seller or bank under such agreement in the event of
         default are limited to repossession or sale of such property); (f) all
         obligations with respect to capital leases; (g) all indebtedness
         referred to in clauses (a) through (f) above secured by (or for which
         the holder of such Indebtedness has an existing right, contingent or
         otherwise, to be secured by) any Lien upon or in property (including
         accounts and contracts rights) owned by such Person, even though such
         Person has not assumed or become liable for the payment of such
         Indebtedness; and (h) all Guaranty Obligations in respect of
         indebtedness or obligations of others of the kinds referred to in
         clauses (a) through (g) above; it being understood and agreed that the
         Company's obligation to fund $1,200,000 of Waterlink (Sweden) AB's
         employee benefit plans in connection with the initial capitalization
         thereof shall not be included within the definition of "Indebtedness".

                  "INDEMNIFIED LIABILITIES" has the meaning specified in SECTION
         11.05.

                  "INDEMNIFIED PERSON" has the meaning specified in SECTION
         11.05.

                  "INDEPENDENT AUDITOR" has the meaning specified in SECTION
         7.01(a).

                  "INSOLVENCY PROCEEDING" means, with respect to any Person, (a)
         any case, action or proceeding with respect to such Person before any
         court or other Governmental


                                      -18-
<PAGE>   19


         Authority relating to bankruptcy, reorganization, insolvency,
         liquidation, receivership, dissolution, winding-up or relief of
         debtors, or (b) any general assignment for the benefit of creditors,
         composition, marshaling of assets for creditors, or other, similar
         arrangement in respect of its creditors generally or any substantial
         portion of its creditors; undertaken under U.S. Federal, state or
         foreign law, including the Bankruptcy Code.

                  "INTELLECTUAL PROPERTY ASSIGNMENTS" means, collectively, those
         certain Patent Assignment, Trademark Assignment and Copyright
         Assignments duly executed and delivered by each of the Company and each
         Guarantor in favor of the Collateral Agent, for the benefit of itself
         and the Banks, as the same may be amended, supplemented or otherwise
         modified from time to time.

                  "INTEREST PAYMENT DATE" means, as to any Offshore Rate Loan,
         the last day of each Interest Period applicable to such Offshore Rate
         Loan and, as to any Base Rate Loan, the last Business Day of each
         March, June, September and December; PROVIDED, HOWEVER, that if any
         Interest Period exceeds three months, the date that falls three months
         after the beginning of such Interest Period and after each Interest
         Payment Date thereafter is also an Interest Payment Date.

                  "INTEREST COVERAGE RATIO" means, with respect to any period,
         the ratio of EBIT for that period to Consolidated Interest Expense for
         that period.

                  "INTEREST PERIOD" means, as to any Offshore Rate Loan, the
         period commencing on the Borrowing Date of such Loan or on the
         Conversion/Continuation Date on which the Loan is converted into or
         continued as an Offshore Rate Loan, and ending on the date one, two,
         three or six months thereafter as selected by the Company in its Notice
         of Borrowing or Notice of Conversion/Continuation;

         PROVIDED that:

                           (a) if any Interest Period would otherwise end on a
                  day that is not a Business Day, that Interest Period shall be
                  extended to the following Business Day unless the result of
                  such extension would be to carry such Interest Period into
                  another calendar month, in which event such Interest Period
                  shall end on the preceding Business Day;

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

                           (c) no Interest Period for any Term Loan shall extend
                  beyond the Term Maturity Date and no Interest Period for any
                  Revolving Loan shall extend beyond the Revolving Termination
                  Date; and



                                      -19-
<PAGE>   20


                           (d) no Interest Period applicable to a Term Loan or
                  portion thereof shall extend beyond any date upon which is due
                  any scheduled principal payment in respect of the Term Loans
                  unless the aggregate principal amount of Term Loans
                  represented by Base Rate Loans or Offshore Rate Loans having
                  Interest Periods that will expire on or before such date,
                  equals or exceeds the amount of such principal payment.

                  "IRS" means the Internal Revenue Service, and any Governmental
         Authority succeeding to any of its principal functions under the Code.

                  "ISSUANCE DATE" has the meaning specified in SECTION 3.01(a).

                  "ISSUE" means, with respect to any Letter of Credit, to issue
         or to extend the expiry of, or to renew or increase the amount of, such
         Letter of Credit; and the terms "ISSUED," "ISSUING" and "ISSUANCE" have
         corresponding meanings.

                  "ISSUING BANK" means BofA in its capacity as issuer of one or
         more Letters of Credit hereunder, together with any replacement letter
         of credit issuer arising under SECTION 10.01(b) or SECTION 10.09.

                  "JOINT VENTURE" means a single-purpose corporation,
         partnership, limited liability company, joint venture or other similar
         legal arrangement (whether created by contract or conducted through a
         separate legal entity) now or hereafter formed by the Company or any of
         its Subsidiaries with another Person in order to conduct a common
         venture or enterprise with such Person.

                  "KRONA" means the lawful currency of Sweden.

                  "L/C ADVANCE" means each Bank's participation in any L/C
         Borrowing in accordance with its Pro Rata Share.

                  "L/C AMENDMENT APPLICATION" means an application form for
         amendment of outstanding standby or commercial documentary letters of
         credit as shall at any time be in use at the Issuing Bank, as the
         Issuing Bank shall request.

                  "L/C APPLICATION" means an application form for issuances of
         standby or commercial documentary letters of credit as shall at any
         time be in use at the Issuing Bank, as the Issuing Bank shall request.

                  "L/C BORROWING" means an extension of credit resulting from a
         drawing under any Letter of Credit which shall not have been reimbursed
         on the date when made nor converted into a Borrowing of Revolving Loans
         under SECTION 3.03(c).

                  "L/C COMMITMENT" means the commitment of the Issuing Bank to
         Issue, and the commitment of the Banks severally to participate in,
         Letters of Credit from time to time Issued or outstanding under ARTICLE
         III, in an aggregate amount not to exceed on any date



                                      -20-
<PAGE>   21


         the amount of $20,000,000, as the same shall be reduced as a result of
         a reduction in the L/C Commitment pursuant to SECTION 2.08; PROVIDED
         that the L/C Commitment is a part of the combined Commitments, rather
         than a separate, independent commitment.

                  "L/C OBLIGATIONS" means at any time the sum of (a) the
         aggregate undrawn amount of all Letters of Credit then outstanding,
         plus (b) the amount of all unreimbursed drawings under all Letters of
         Credit, including all outstanding L/C Borrowings.

                  "L/C-RELATED DOCUMENTS" means the Letters of Credit, the L/C
         Applications, the L/C Amendment Applications and any other document
         relating to any Letter of Credit, including any of the Issuing Bank's
         standard form documents for letter of credit issuances.

                  "LENDING OFFICE" means, as to any Bank, the office or offices
         of such Bank specified as its "Lending Office" or "Domestic Lending
         Office" or "Offshore Lending Office", as the case may be, on SCHEDULE
         11.02, or such other office or offices as such Bank may from time to
         time notify the Company and the Agent.

                  "LETTERS OF CREDIT" means any letter of credit (whether
         Financial Letters of Credit or Non-Financial Letters of Credit) that is
         either (a) an Existing Letter of Credit or (b) Issued by the Issuing
         Bank pursuant to ARTICLE III.

                  "LEVEL" means, and includes, Level I, Level II or Level III,
         Level IV, Level V or Level VI, whichever is in effect at the relevant
         time.

                  "LEVEL I" shall exist at any time the Leverage Ratio is less
         than 2.00:1.0.

                  "LEVEL II" shall exist at any time the Leverage Ratio is less
         than 2.50.1.0 but equal to or greater than 2.00:1.0.


                  "LEVEL III" shall exist at any time the Leverage Ratio is less
         than 3.00:1.0 but equal to or greater than 2.50:1.0.

                  "LEVEL IV" shall exist at any time the Leverage Ratio is less
         than 3.50:1.0 but greater than or equal to 3.00:1.0.

                  "LEVEL V" shall exist at any time the Leverage Ratio is less
         than 4.0:1.0 but greater than or equal to 3.50:1.0.

                  "LEVEL VI" shall exist at any time the Leverage Ratio is
         greater than or equal to 4.00:1.0.

                  "LEVERAGE RATIO" means, with respect to any period, the ratio
         of total consolidated Indebtedness (other than L/C Obligations) as of
         the end of that period to EBITDA for that period.



                                      -21-
<PAGE>   22


                  "LIEN" means any security interest, mortgage, deed of trust,
         pledge, hypothecation, assignment, charge or deposit arrangement,
         encumbrance, lien (statutory or other) or preferential arrangement of
         any kind or nature whatsoever in respect of any property (including
         those created by, arising under or evidenced by any conditional sale or
         other title retention agreement, the interest of a lessor under a
         capital lease, any financing lease having substantially the same
         economic effect as any of the foregoing, or the filing of any financing
         statement naming the owner of the asset to which such lien relates as
         debtor, under the Uniform Commercial Code or any comparable law) and
         any contingent or other agreement to provide any of the foregoing, but
         not including the interest of a lessor under an operating lease.

                  "LOAN" means an extension of credit by a Bank to the Company
         under Article II or Article III in the form of a Revolving Loan, a
         Swing Line Loan, the Term Loan, a Special Funding Loan or L/C
         Borrowing.

                  "LOAN DOCUMENTS" means this Agreement, any Notes, the Fee
         Letter, the L/C-Related Documents, the Collateral Documents and all
         other documents delivered to the Agent or any Bank in connection
         herewith.

                  "MAJORITY BANKS" means (a) at any time two Banks are party to
         this Agreement, both Banks and (b) at any other time, prior to the
         termination of the Commitment, Banks holding at least 66-2/3% of
          the then aggregate unpaid principal amount of Term Loans, PLUS the
         aggregate Revolving Loan Commitments or, if the Revolving Commitments
         have been terminated, Banks holding at least 66-2/3% of the then unpaid
         principal amount of Loans and L/C Obligations.

                  "MARGIN STOCK" means "margin stock" as such term is defined in
         Regulation G, T, U or X of the FRB.

                  "MATERIAL ADVERSE EFFECT" means (a) a material adverse change
         in, or a material adverse effect upon, the operations, business,
         properties, condition (financial or otherwise) or prospects of the
         Company or the Company and its Subsidiaries taken as a whole or as to
         any Subsidiary; (b) a material impairment of the ability of the Company
         or any Subsidiary to perform under any Loan Document and to avoid any
         Event of Default; or (c) a material adverse effect upon the legality,
         validity, binding effect or enforceability against the Company or any
         Subsidiary of any Loan Document.

                  "MULTIEMPLOYER PLAN" means a "multiemployer plan", within the
         meaning of Section 4001(a)(3) of ERISA, to which the Company or any
         ERISA Affiliate makes, is making, or is obligated to make contributions
         or, during the preceding three calendar years, has made, or been
         obligated to make, contributions.

                  "NET INCOME" shall mean for any period, the net income (or
         loss) of the Company and its Subsidiaries on a consolidated basis for
         such period taken as a single accounting period determined in
         conformity with GAAP, PROVIDED that there shall be excluded (i) the
         income (or loss) of any entity accrued prior to the date it becomes a
         Subsidiary of the Company or is merged into or consolidated with the
         Company or any Subsidiary or on


                                      -22-
<PAGE>   23


         which its assets are acquired by the Company or any Subsidiary of the
         Company and (ii) the income of any Subsidiary of the Company to the
         extent that the declaration or payment of dividends or similar
         distributions by that Subsidiary of that income is not at the time
         permitted by operation of the terms of its charter or any agreement,
         instrument, judgment, decree, order, statute, rule or governmental
         regulation applicable to that Subsidiary.

                  "NET ISSUANCE PROCEEDS" means, in respect of any issuance of
         debt or equity, cash proceeds and non-cash proceeds received or
         receivable in connection therewith, net of reasonable out-of-pocket
         costs and expenses paid or incurred in connection therewith in favor of
         any Person not an Affiliate of the Company.

                  "NET PROCEEDS" means proceeds in cash, checks or other cash
         equivalent financial instruments (including Cash Equivalents) as and
         when received by the Person making a Disposition, net of: (a) the
         direct costs relating to such Disposition (excluding amounts payable to
         the Company or any Affiliate of the Company), (b) sale, use or other
         transaction taxes paid or payable as a result thereof, (c) amounts
         required to be applied to repay principal, interest and prepayment
         premiums and penalties on Indebtedness secured by a Lien on the asset
         which is the subject of such Disposition, PROVIDED, HOWEVER, that with
         respect to a Specified Disposition of the Bioclear Assets, any such
         repayment shall be applied pursuant to the terms of the intercreditor
         agreement between the Royal Bank of Canada and the Agent which
         provides, in part, that not more than 50% of the Net Proceeds from the
         sale of the Bioclear Assets shall be utilized to repay the Bioclear
         Debt, and (d) amounts related to the sale of any demonstration plant
         the proceeds of which are utilized by the Company for new demonstration
         plants and/or marketing expenses.

                  "NET WORTH" means shareholders' equity as determined in
         accordance with GAAP plus the amounts described in sub-clauses (A), (B)
         and (C) contained in the definition of "EBITDA".

                  "NON-FINANCIAL LETTERS OF CREDIT" means Letters of Credit
         which are not Financial Letters of Credit.

                  "NOTE" means a promissory note executed by the Company in
         favor of a Bank pursuant to Section 2.02(b), in substantially the form
         of EXHIBIT F-1, with respect to Revolving Loans, EXHIBIT F-2, with
         respect to Term Loans, and EXHIBIT F-3, with respect to the Swing Line
         Loan.

                  "NOTICE OF BORROWING" means a notice in substantially the form
         of EXHIBIT A.

                  "NOTICE OF CONVERSION/CONTINUATION" means a notice in
         substantially the form of EXHIBIT B.

                  "OBLIGATIONS" means all advances, debts, liabilities,
         obligations, covenants and duties arising under any Loan Document owing
         by the Company to any Bank, the Agent, the Collateral Agent, or any
         Indemnified Person, whether direct or indirect (including



                                      -23-
<PAGE>   24


         those acquired by assignment), absolute or contingent, due or to become
         due, now existing or hereafter arising.

                  "OFFSHORE RATE" means, for any Interest Period, with respect
         to Offshore Rate Loans comprising part of the same Borrowing, the rate
         of interest per annum (rounded upward to the next 1/16th of 1%)
         determined by the Agent as follows:

         Offshore Rate =               LIBOR
                         --------------------------------------
                          1.00 - Eurodollar Reserve Percentage

         Where,

                  "EURODOLLAR RESERVE PERCENTAGE" means for any day for any
                  Interest Period the maximum reserve percentage (expressed as a
                  decimal, rounded upward to the next 1/100th of 1%) in effect
                  on such day (whether or not applicable to any Bank) under
                  regulations issued from time to time by the FRB for
                  determining the maximum reserve requirement (including any
                  emergency, supplemental or other marginal reserve requirement)
                  with respect to Eurocurrency funding (currently referred to as
                  "Eurocurrency liabilities"); and

                  "LIBOR" means the rate of interest per annum determined by the
                  Agent to be the rate of interest per annum at which dollar
                  deposits in the approximate amount of the amount of the Loan
                  to be made or continued as, or converted into, an Offshore
                  Rate Loan by the Agent and having a maturity comparable to
                  such Interest Period would be offered to major banks in the
                  London interbank market at their request at approximately
                  11:00 a.m. (London time) two Business Days prior to the
                  commencement of such Interest Period.

         The Offshore Rate shall be adjusted automatically as to all Offshore
         Rate Loans then outstanding as of the effective date of any change in
         the Eurodollar Reserve Percentage.

                  "OFFSHORE RATE LOAN" means a Loan that bears interest based on
         the Offshore Rate.

                  "ORGANIZATION DOCUMENTS" means, for any corporation, the
         certificate or articles of incorporation, the bylaws, any certificate
         of determination or instrument relating to the rights of preferred
         shareholders of such corporation, any shareholder rights agreement, and
         all applicable resolutions of the board of directors (or any committee
         thereof) of such corporation.

                  "OTHER TAXES" means any present or future stamp, court or
         documentary taxes or any other excise or property taxes, charges or
         similar levies which arise from any payment made hereunder or from the
         execution, delivery, performance, enforcement or registration of, or
         otherwise with respect to, this Agreement or any other Loan Documents.



                                      -24-
<PAGE>   25


                  "PARTICIPANT" has the meaning specified in SECTION 11.08(d).

                  "PBGC" means the Pension Benefit Guaranty Corporation, or any
         Governmental Authority succeeding to any of its principal functions
         under ERISA.

                  "PENSION PLAN" means a pension plan (as defined in Section
         3(2) of ERISA) subject to Title IV of ERISA which the Company sponsors,
         maintains, or to which it makes, is making, or is obligated to make
         contributions, or in the case of a multiple employer plan (as described
         in Section 4064(a) of ERISA) has made contributions at any time during
         the immediately preceding five (5) plan years.

                  "PERMITTED FOREIGN SUBSIDIARY INDEBTEDNESS" has the meaning
         specified in SECTION 8.05(f).

                  "PERMITTED LIENS" has the meaning specified in SECTION 8.01.

                  "PERMITTED EARN-OUT DEBT" means (a) payment obligations of the
         Company incurred to sellers in connection with the purchase of stock or
         assets pursuant to an Acquisition, which obligations are payable by the
         Company only in the event certain future performance goals are achieved
         with respect to the operations of such target and (b) any non-compete,
         consulting or similar obligation incurred to sellers in connection with
         an Acquisition; PROVIDED, that any such payment obligation (other than
         as described in item 1 on SCHEDULE 8.08 which is hereby deemed to
         constitute Permitted Earn-Out Debt) shall only constitute Permitted
         Earn-Out Debt to the extent such obligations are unsecured and are
         payable only up to a fixed maximum dollar amount.

                  "PERMITTED SELLER DEBT" has the meaning specified in SECTION
         8.05(i).

                  "PERMITTED SWAP OBLIGATIONS" means all obligations (contingent
         or otherwise) of the Company or any Subsidiary existing or arising
         under Swap Contracts, provided that each of the following criteria is
         satisfied: (a) such obligations are (or were) entered into by such
         Person in the ordinary course of business for the purpose of directly
         mitigating risks associated with liabilities, commitments or assets
         held or reasonably anticipated by such Person, or changes in the value
         of securities issued by such Person in conjunction with a securities
         repurchase program not otherwise prohibited hereunder, and not for
         purposes of speculation or taking a "market view;" (b) such Swap
         Contracts do not contain (i) any provision ("walk-away" provision)
         exonerating the non-defaulting party from its obligation to make
         payments on outstanding transactions to the defaulting party, or (ii)
         any provision creating or permitting the declaration of an event of
         default, termination event or similar event upon the occurrence of an
         Event of Default hereunder (other than an Event of Default under
         SECTION 9.01(a)).

                  "PERSON" means an individual, partnership, corporation,
         limited liability company, business trust, joint stock company, trust,
         unincorporated association, joint venture or Governmental Authority.



                                      -25-
<PAGE>   26


                  "PLAN" means an employee benefit plan (as defined in Section
         3(3) of ERISA) which the Company sponsors or maintains or to which the
         Company makes, is making, or is obligated to make contributions and
         includes any Pension Plan.

                  "PLEDGE AGREEMENTS" means, collectively, those certain Pledge
         Agreements, duly executed and delivered by each of the Company and the
         Guarantors pledging the stock of its Subsidiaries to the Collateral
         Agent, for the benefit of itself and the Banks, as the same may be
         amended, supplemented or otherwise modified from time to time.

                  "PLEDGED COLLATERAL" has the meaning specified in the relevant
         Pledge Agreement.

                  "PRIOR LOAN DOCUMENT" has the meaning specified in SECTION
         11.19.

                  "PROPERTY" means any interest in any kind of property or
         asset, whether real, personal or mixed, and whether tangible or
         intangible.

                  "PRO RATA SHARE" means, as to any Bank at any time, the
         percentage equivalent (expressed as a decimal, rounded to the ninth
         decimal place) at such time of such Bank's Commitment divided by the
         combined Commitments of all Banks.

                  "REPORTABLE EVENT" means, any of the events set forth in
         Section 4043(c) of ERISA or the regulations thereunder, other than any
         such event for which the 30-day notice requirement under ERISA has been
         waived in regulations issued by the PBGC.

                  "REQUIREMENT OF LAW" means, as to any Person, any law
         (statutory or common), treaty, rule or regulation or determination of
         an arbitrator or of a Governmental Authority, in each case applicable
         to or binding upon the Person or any of its property or to which the
         Person or any of its property is subject.

                  "RESPONSIBLE OFFICER" means the chief executive officer or the
         president of the Company, or any other officer having substantially the
         same authority and responsibility; or, with respect to compliance with
         financial covenants, the chief financial officer or the treasurer of
         the Company, or any other officer having substantially the same
         authority and responsibility.

                  "REVOLVING LOAN COMMITMENT" as to each Bank, has the meaning
         specified in SECTION 2.01(b).

                  "REVOLVING LOAN" has the meaning specified in SECTION 2.01(b).

                  "REVOLVING TERMINATION DATE" means the earlier to occur of:

                           (a) May 19, 2003; and

                           (b) the date on which the Revolving Loan Commitments
                  terminate in accordance with the provisions of this Agreement.



                                      -26-
<PAGE>   27


                  "SEC" means the Securities and Exchange Commission, or any
         Governmental Authority succeeding to any of its principal functions.

                  "SCHEDULED REPAYMENT" has the meaning specified in SECTION
         2.10(a).

                   "SECURITY AGREEMENTS" means, collectively, those certain
         Security Agreements, duly executed and delivered by each of the Company
         and the Guarantors in favor of the Collateral Agent, for the benefit of
         itself and the Banks, as the same may be amended, supplemented or
         otherwise modified from time to time.

                  "SENIOR LEVERAGE RATIO" means, with respect to any period, the
         ratio of total consolidated Indebtedness (other than Subordinated Debt
         and L/C Obligations) as of the end of that period to EBITDA for that
         period.

                  "SIXTH AMENDMENT" shall mean the Sixth Amendment to this
         Agreement, dated as of September 30, 1999.

                  "SIXTH AMENDMENT EFFECTIVENESS DATE" shall mean the date upon
         which the Agent advises the Company that the Sixth Amendment has become
         effective.

                  "SOLVENT" means, when used with respect to a Person, that (a)
         the fair saleable value of the assets of such Person is in excess of
         the total amount of the present value of its liabilities (including for
         purposes of this definition all liabilities (including loss reserves as
         determined by such Person), whether or not reflected on a balance sheet
         prepared in accordance with GAAP and whether direct or indirect, fixed
         or contingent, secured or unsecured, disputed or undisputed), (b) such
         Person is able to pay its debts or obligations in the ordinary course
         as they mature and (c) such Person does not have unreasonably small
         capital to carry out its business as conducted and as proposed to be
         conducted. "Solvency" shall have a correlative meaning.

                  "SPECIAL FUNDING ACCOUNT" means a new account established by
         the Company with the Collateral Agent into which funds to be utilized
         by the Company to consummate the Sutcliffe Acquisition will be
         deposited.

                  "SPECIAL FUNDING DATE" means the date, which shall be a
         Business Day, on which Special Funding Loans are made pursuant to
         SECTION 5.03 and the Special Funding Procedure Letter.

                  "SPECIAL FUNDING LOANS" mean Loans made on the Special Funding
         Date 100% of the proceeds of which are deposited into the Special
         Funding Account.

                  "SPECIFIED DISPOSITION" shall mean each and any of the
         following: (i) the sale by the Company of the real property and
         improvements owned by Mass Transfer Systems, Inc. located at 100
         Waldron Road, Fall River, MA, (ii) the sale by the Company of that
         certain Convertible Subordinated Note Due 2001 of Aquatec Water Systems
         Incorporated, a California corporation ("Aquatec") in the initial
         principal amount of



                                      -27-
<PAGE>   28


         $700,000 and maturing on March 24, 2001, (iii) the sale by the Company
         of (A) that certain Convertible Subordinated Note Due 2001 of Aquatec
         in the initial principal amount of $700,000 and maturing on May 15,
         2001, and (B) an option to acquire all the outstanding capital stock of
         Aquatec and the rights pursuant to that certain Stock Option Agreement
         among the Company and the shareholders of Aquatec dated March 24, 1998
         and (iv) the sale by the Company of 100% of the capital stock or all or
         substantially all of the assets of Bioclear Technology, ULC ("Bioclear
         Assets").

                  "SPECIAL FUNDING PROCEDURE LETTER" means the letter attached
         hereto as EXHIBIT G.

                  "SPOT RATE" for a currency means the rate generally quoted by
         the Bank of America National Trust and Savings Association as the spot
         rate for the purchase by the Bank of America National Trust and Savings
         Association of such currency with another currency through its FX
         Trading Office on the date two Business Days prior to the date as of
         which the foreign exchange computation is made.

                  "STERLING" means the lawful currency of the United Kingdom.

                  "SUBORDINATED DEBT" means the Indebtedness permitted to be
         incurred by the Company pursuant to SECTION 8.05(g) and (i).

                  "SUBSIDIARY" of a Person means any corporation , association,
         partnership, limited liability company, joint venture or other business
         entity of which more than 50% of the voting stock, membership interests
         or other equity interests (in the case of Persons other than
         corporations), is owned or controlled directly or indirectly by the
         Person, or one or more of the Subsidiaries of the Person, or a
         combination thereof. Unless the context otherwise clearly requires,
         references herein to a "Subsidiary" refer to a Subsidiary of the
         Company.

                  "SURETY INSTRUMENTS" means all letters of credit (including
         standby and documentary), banker's acceptances, bank guaranties,
         shipside bonds, surety bonds and similar instruments.

                  "SUTCLIFFE" means Sutcliffe Speakman, p.l.c.

                  "SUTCLIFFE ACQUISITION" means the acquisition by the Company
         of 100% of the capital stock of Barnebey & Sutcliffe Corporation and
         the acquisition by Waterlink Holding (U.K.) Ltd. of 100% of the capital
         stock of Sutcliffe Speakman Carbons Limited and Sutcliffe Croftshaw
         Limited, in each case pursuant to the Sutcliffe Acquisition Documents.

                  "SUTCLIFFE ACQUISITION DOCUMENTS" means the executed purchase
         agreement among the Company, Waterlink Holding (U.K.) Ltd. and
         Sutcliffe, and all other documents entered into or delivered in the
         connection therewith.



                                      -28-
<PAGE>   29


                  "SWAP CONTRACT" means any agreement, whether or not in
         writing, relating to any transaction that is a rate swap, basis swap,
         forward rate transaction, commodity swap, commodity option, equity or
         equity index swap or option, bond, note or bill option, interest rate
         option, forward foreign exchange transaction, cap, collar or floor
         transaction, currency swap, cross-currency rate swap, swaption,
         currency option or any other, similar transaction (including any option
         to enter into any of the foregoing) or any combination of the
         foregoing, and, unless the context otherwise clearly requires, any
         master agreement relating to or governing any or all of the foregoing.

                  "SWAP TERMINATION VALUE" means, in respect of any one or more
         Swap Contracts, after taking into account the effect of any legally
         enforceable netting agreement relating to such Swap Contracts, (a) for
         any date on or after the date such Swap Contracts have been closed out
         and termination value(s) determined in accordance therewith, such
         termination value(s), and (b) for any date prior to the date referenced
         in clause (a) the amount(s) determined as the mark-to-market value(s)
         for such Swap Contracts, as determined by the Company based upon one or
         more mid-market or other readily available quotations provided by any
         recognized dealer in such Swap Contracts (which may include any Bank).

                  "SWING LINE LOAN COMMITMENT" has the meaning specified in
         SECTION 2.04.

                  "SWING LINE BANK" means BofA, in its capacity as provider of
         the Swing Line Loans.

                  "SWING LINE LOAN" has the meaning specified in SECTION 2.04.

                  "SWING LINE TERMINATION DATE" means the earlier to occur of:

                           (a) May 14, 2003; and

                           (b) the date on which the Revolving Loan Commitment
         terminates in accordance with the provisions of this Agreement.

                  "SWING LINE NOTE" means a promissory note in substantially the
form of EXHIBIT F-3.

                  "SWING LINE RATE" means the Base Rate.

                  "TAXES" means any and all present or future taxes, levies,
         assessments, imposts, duties, deductions, fees, withholdings or similar
         charges, and all liabilities with respect thereto, excluding, in the
         case of each Bank and the Agent, respectively, taxes imposed on or
         measured by its net income by the jurisdiction (or any political
         subdivision thereof) under the laws of which such Bank or the Agent, as
         the case may be, is organized or maintains a lending office.

                  "TERM LOAN COMMITMENT" means Thirty-Five Million Dollars
         ($35,000,000).



                                      -29-
<PAGE>   30


                  "TERM LOAN" has the meaning specified in SECTION 2.01(a).

                  "TERM MATURITY DATE" means May 19, 2003.

                  "THIRD AMENDMENT" shall mean the Third Amendment to this
         Agreement, dated as of September 29, 1998.

                  "TYPE" means, with respect to any Borrowing, its nature as a
         Base Rate Loan or an Offshore Rate Loan.

                  "UNFUNDED PENSION LIABILITY" means the excess of a Plan's
         benefit liabilities under Section 4001(a)(16) of ERISA, over the
         current value of that Plan's assets, determined in accordance with the
         assumptions used for funding the Pension Plan pursuant to Section 412
         of the Code for the applicable plan year.

                  "UNITED STATES" and "U.S." each means the United States of
         America.

                  "WHOLLY-OWNED SUBSIDIARY" means any corporation, association,
         partnership, limited liability company, joint venture or other business
         entity in which (other than directors' qualifying shares required by
         law) 100% of the equity interests of each class having ordinary voting
         power, and 100% of the equity interests of every other class, in each
         case, at the time as of which any determination is being made, is
         owned, beneficially and of record, by the Company, or by one or more of
         the other Wholly-Owned Subsidiaries, or both.

         1.02 OTHER INTERPRETIVE PROVISIONS. (a) The meanings of defined terms
are equally applicable to the singular and plural forms of the defined terms.

                  (b) The words "hereof", "herein", "hereunder" and similar
words refer to this Agreement as a whole and not to any particular provision of
this Agreement; and Section, Schedule and Exhibit references are to this
Agreement unless otherwise specified.

                  (c) (i) The term "documents" includes any and all instruments,
         documents, agreements, certificates, indentures, notices and other
         writings, however evidenced.

                           (ii) The term "including" is not limiting and means
         "including without limitation."

                           (iii) In the computation of periods of time from a
         specified date to a later specified date, the word "from" means "from
         and including"; the words "to" and "until" each mean "to but
         excluding", and the word "through" means "to and including."

                  (d) Unless otherwise expressly provided herein, (i) references
to agreements (including this Agreement) and other contractual instruments shall
be deemed to include all subsequent amendments and other modifications thereto,
but only to the extent such amendments and other modifications are not
prohibited by the terms of any Loan Document, and (ii)



                                      -30-
<PAGE>   31


references to any statute or regulation are to be construed as including all
statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting the statute or regulation.

                  (e) The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of this
Agreement.

                  (f) This Agreement and other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and shall
each be performed in accordance with their terms. Unless otherwise expressly
provided, any reference to any action of the Agent or the Banks by way of
consent, approval or waiver shall be deemed modified by the phrase "in its/their
sole discretion."

                  (g) This Agreement and the other Loan Documents are the result
of negotiations among and have been reviewed by counsel to the Agent, the
Company and the other parties, and are the products of all parties. Accordingly,
they shall not be construed against the Banks or the Agent merely because of the
Agent's or Banks' involvement in their preparation.

         1.03 ACCOUNTING PRINCIPLES. (a) Unless the context otherwise clearly
requires, all accounting terms not expressly defined herein shall be construed,
and all financial computations required under this Agreement shall be made, in
accordance with GAAP, consistently applied.

                  (b) References herein to "fiscal year" and "fiscal quarter"
refer to such fiscal periods of the Company.

                                   ARTICLE II

                                   THE CREDITS
                                   -----------

         2.01  AMOUNTS AND TERMS OF COMMITMENTS.

                  (a) THE TERM CREDIT. Each Bank severally agrees, on the terms
and conditions set forth herein, to make, in an amount not to exceed such Bank's
Pro Rata Share of the Term Loan Commitment, on the Special Funding Date, a term
loan to the Company in an aggregate principal amount equal to the Term Loan
Commitment ("TERM LOAN"). Amounts borrowed as Term Loans which are repaid or
prepaid by the Company may not be reborrowed.

                  (b) THE REVOLVING CREDIT. Each Bank severally agrees, on the
terms and conditions set forth herein, to make loans to the Company (each such
loan, a "REVOLVING LOAN") from time to time on any Business Day during the
period from the Special Funding Date to the Revolving Termination Date, in an
aggregate amount not to exceed at any time outstanding the amount set forth on
SCHEDULE 2.01 (such amount, as the same may be reduced under SECTION 2.07, or as
a result of one or more assignments under SECTION 10.08, the Bank's "REVOLVING
LOAN COMMITMENT"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing
of Revolving



                                      -31-
<PAGE>   32


Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and
simultaneously with the incurrence of, the respective incurrence of Revolving
Loans), the Effective Amount of all outstanding Revolving Loans, the Effective
Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations,
shall not at any time exceed an amount equal to the combined Revolving Loan
Commitments; AND PROVIDED FURTHER, that the Effective Amount of the Revolving
Loans of any Bank plus the participation of such Bank in the Effective Amount of
all Swing Line Loans and the Effective Amount of all L/C Obligations shall not
at any time exceed an amount equal to such Bank's Revolving Loan Commitment.
Within the limits of each Bank's Revolving Loan Commitment, and subject to the
other terms and conditions hereof, the Company may borrow under this SECTION
2.01(b), prepay under SECTION 2.08 and reborrow under this SECTION 2.01(b).

         2.02  LOAN ACCOUNTS.

                  (a) The Loans made by each Bank and the Letters of Credit
Issued by the Issuing Bank shall be evidenced by one or more accounts or records
maintained by such Bank or Issuing Bank, as the case may be, in the ordinary
course of business. The accounts or records maintained by the Agent, the Issuing
Bank and each Bank shall be prima facie evidence of the amount of the Loans made
by the Banks to the Company and the Letters of Credit Issued for the account of
the Company, and the interest and payments thereon. Any failure so to record or
any error in doing so shall not, however, limit or otherwise affect the
obligation of the Company hereunder to pay any amount owing with respect to the
Loans or any Letter of Credit.

                  (b) Upon the request of any Bank made through the Agent, the
Loans made by such Bank may be evidenced by one or more Notes, instead of or in
addition to loan accounts. Each such Bank shall record on the schedules annexed
to its Note(s) the date, amount and maturity of each Loan made by it and the
amount of each payment of principal made by the Company with respect thereto.
Each such Bank is irrevocably authorized by the Company to make such
recordations on its Note(s) and each Bank's record shall be deemed prima facie
correct; PROVIDED, HOWEVER, that the failure of a Bank to make, or an error in
making, a notation thereon with respect to any Loan shall not limit or otherwise
affect the obligations of the Company hereunder or under any such Note to such
Bank.

         2.03  PROCEDURE FOR BORROWING.

                  (a) Each Borrowing (other than an L/C Borrowing or a Borrowing
of Swing Line Loans) shall be made upon the Company's irrevocable written notice
delivered to the Agent in the form of a Notice of Borrowing (which notice must
be received by the Agent prior to 12:00 noon (Chicago time) (i) three Business
Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans
and (ii) on the date of the requested Borrowing Date, in the case of Base Rate
Loans, specifying:

                           (i) the amount of the Borrowing, which shall be in an
                  aggregate minimum amount of $500,000, or any multiple of
                  $100,000 in excess thereof, in the case of Base Rate Loans,
                  and $1,000,000, or any multiple of $500,000 in excess thereof,
                  in the case of Offshore Rate Loans;



                                      -32-
<PAGE>   33


                           (ii) whether such Borrowing shall consist of
                  Revolving Loans and/or Term Loans;

                           (iii) the requested Borrowing Date, which shall be a
                  Business Day;

                           (iv) the Type of Loans comprising the Borrowing; and

                           (v) the duration of the Interest Period applicable to
                  such Loans included in such notice. If the Notice of Borrowing
                  fails to specify the duration of the Interest Period for any
                  Borrowing comprised of Offshore Rate Loans, such Interest
                  Period shall be three months;

PROVIDED, HOWEVER, that with respect to the Borrowing to be made on the Special
Funding Date, the Notice of Borrowing shall be delivered to the Agent not later
than 10:00 a.m. (Chicago time) on the Special Funding Date and such Borrowing
will consist of Base Rate Loans only; and PROVIDED FURTHER, all Borrowings
during the first 90 days following the Special Funding Date (or such shorter
period as determined by the Agent) shall have the same Interest Period and shall
be Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than
one month.

                  (b) The Agent will promptly notify each Bank of its receipt of
any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of that
Borrowing.

                  (c) Each Bank will make the amount of its Pro Rata Share of
each Borrowing available to the Agent for the account of the Company at the
Agent's Payment Office by 2:00 p.m. (Chicago time) on the Borrowing Date
requested by the Company in funds immediately available to the Agent. The
proceeds of all such Loans will then be made available to the Company by the
Agent at such office by crediting the account of the Company on the books of
BofA with the aggregate of the amounts made available to the Agent by the Banks
and in like funds as received by the Agent.

                  (d) After giving effect to any Borrowing, unless the Agent
shall otherwise consent, there may not be more than five different Interest
Periods in effect.

         2.04 THE SWING LINE LOANS. Subject to the terms and conditions hereof,
the Swing Line Bank agrees to make loans to the Company (each such loan, a
"SWING LINE LOAN") from time to time on any Business Day during the period from
the Closing Date to the Swing Line Termination Date in an aggregate principal
amount at any one time outstanding not to exceed $5,000,000 (the "SWING LINE
LOAN COMMITMENT"); PROVIDED, after giving effect to any Borrowing of Swing Line
Loans, the Effective Amount of all outstanding Swing Line Loans shall not at any
time exceed the Swing Line Loan Commitment; AND PROVIDED FURTHER, that the
Effective Amount of all outstanding Revolving Loans, the Effective Amount of all
Swing Line Loans and the Effective Amount of all L/C Obligations shall not at
any time exceed the combined Revolving Loan Commitments. Prior to the Swing Line
Termination Date, the Company may use the Swing Line Loan Commitment by
borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing,
all in accordance with the terms and conditions



                                      -33-
<PAGE>   34


hereof. All Swing Line Loans shall bear interest at the Swing Line Rate and
shall not be entitled to be converted into Loans that bear interest at any other
rate.

         2.05 PROCEDURE FOR SWING LINE LOANS. (a) The Company may borrow under
the Swing Line Loan Commitment on any Business Day until the Swing Line
Termination Date; PROVIDED that the Company shall give the Agent irrevocable
notice (which notice must be received by the Agent prior to 12:00 noon (Chicago
time)) and the Agent shall promptly deliver to the Company and the Swing Line
Bank a confirmation of such notice specifying the amount of the requested Swing
Line Loan, which shall be in a minimum amount of $100,000 or a whole multiple of
$50,000 in excess thereof. The proceeds of the Swing Line Loan will be made
available by the Swing Line Bank to the Company in immediately available funds
at the office of the Swing Line Bank by 2:00 p.m. (Chicago time) on the date of
such notice. The Company may at any time and from time to time, prepay the Swing
Line Loans, in whole or in part, without premium or penalty, by notifying the
Agent prior to 12:00 noon (Chicago time) on any Business Day of the date and
amount of prepayment. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein. Partial
prepayments shall be in an aggregate principal amount of $100,000 or a whole
multiple of $50,000 in excess thereof.

                  (b) The Agent, acting upon the request of the Swing Line Bank,
at any time in its sole and absolute discretion, may on behalf of the Company
(which hereby irrevocably directs the Agent to so act on its behalf) notify each
Bank (including the Swing Line Bank) to make a Revolving Loan to the Company in
a principal amount equal to such Bank's Pro Rata Share of the amount of such
Swing Line Loan, unless any Bank or Banks shall be obligated, pursuant to
SECTION 2.01(b), to make funds available to the Agent on the date such notice is
given in an aggregate amount equal to or in excess of such Swing Line Loan, in
which case such funds shall be applied by the Agent first to repay such Swing
Line Loan and any remaining funds shall be made available to the Borrower in
accordance with SECTION 2.01(b); PROVIDED, HOWEVER, that such notice shall be
deemed to have automatically been given upon the occurrence of an Event of
Default under SECTION 9.01(f) or (g). Upon notice from the Agent, each Bank
(other than the Swing Line Bank) will immediately transfer to the Agent, for
transfer to the Swing Line Bank, in immediately available funds, an amount equal
to such Bank's Pro Rata Share of the amount of such Swing Line Loan so repaid.
Each Bank's obligation to transfer the amount of such Revolving Loan to the
Agent shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (i) any set-off, counterclaim,
recoupment, defense or other right which such Bank or any other Person may have
against the Swing Line Bank, (ii) the occurrence or continuance of a Default or
an Event of Default or the termination of the Revolving Loan Commitments, (iii)
any adverse change in the condition (financial or otherwise) of the Company or
any other Person, (iv) any breach of this Agreement by the Company or any other
Company or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.

                  (c) Notwithstanding anything herein to the contrary, the Swing
Line Bank (i) shall not be obligated to make any Swing Line Loan if the
conditions set forth in ARTICLE V have not been satisfied and (ii) shall not
make any requested Swing Line Loan if, prior to 1:00 p.m. (Chicago time) on the
date of such requested Swing Line Loan, it has received a written notice



                                      -34-
<PAGE>   35


from the Agent or any Bank directing it not to make further Swing Line Loans
because one or more of the conditions specified in ARTICLE V are not then
satisfied.

                  (d) If prior to the making of a Loan required to be made by
SECTION 2.05(b) an Event of Default described in SECTION 9.01(f) or 9.01(g)
shall have occurred and be continuing with respect to the Company, each Bank
will, on the date such Loan was to have been made pursuant to the notice
described in SECTION 2.05(b), purchase an undivided participating interest in
the outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the
aggregate principal amount of Swing Line Loans then outstanding. Each Bank will
immediately transfer to the Agent for the benefit of the Swing Line Bank, in
immediately available funds, the amount of its participation.

                  (e) Whenever, at any time after a Bank has purchased a
participating interest in a Swing Line Loan, the Swing Line Bank receives any
payment on account thereof, the Swing Line Bank will distribute to the Agent for
delivery to each Bank its participating interest in such amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such Bank's participating interest was outstanding and funded); PROVIDED,
HOWEVER, that in the event that such payment received by the Swing Line Bank is
required to be returned, such Bank will return to the Agent for delivery to the
Swing Line Bank any portion thereof previously distributed by the Swing Line
Bank to it.

                  (f) Each Bank's obligation to make the Loans referred to in
SECTION 2.05(b) and to purchase participating interests pursuant to SECTION
2.05(d) shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (i) any set-off, counterclaim,
recoupment, defense or other right which such Bank or the Company may have
against the Swing Line Bank, the Company or any other Person for any reason
whatsoever, (ii) the occurrence or continuance of a Default or an Event of
Default, (iii) any adverse change in the condition (financial or otherwise) of
the Company, (iv) any breach of this Agreement or any other Loan Document by the
Company, any Subsidiary or any other Bank, or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.

         2.06  CONVERSION AND CONTINUATION ELECTIONS.

                  (a) The Company may, upon irrevocable written notice to the
Agent in accordance with SECTION 2.06(b):

                           (i) elect, as of any Business Day, in the case of
         Base Rate Loans, or as of the last day of the applicable Interest
         Period, in the case of Offshore Rate Loans, to convert any such Loans
         (or any part thereof in an aggregate minimum amount of $500,000, or any
         multiple of $100,000 in excess thereof, in the case of Base Rate Loans,
         and $1,000,000, or any multiple of $500,000 in excess thereof, in the
         case of Offshore Rate Loans) into Loans of any other Type; or

                           (ii) elect as of the last day of the applicable
         Interest Period, to continue any Loans having Interest Periods expiring
         on such day (or any part thereof in an amount not less than $1,000,000,
         or that is in an integral multiple of $500,000 in excess thereof);



                                      -35-
<PAGE>   36


PROVIDED, that if at any time the aggregate amount of Offshore Rate Loans in
respect of any Borrowing is reduced, by payment, prepayment, or conversion of
part thereof to be less than $1,000,000, such Offshore Rate Loans shall
automatically convert into Base Rate Loans, and on and after such date the right
of the Company to continue such Loans as, and convert such Loans into, Offshore
Rate Loans shall terminate.

                  (b) The Company shall deliver a Notice of
Conversion/Continuation to be received by the Agent not later than 12:00 noon
(Chicago time) at least (i) three Business Days in advance of the Conversion/
Continuation Date, if the Loans are to be converted into or continued as
Offshore Rate Loans and (ii) on the date of the Conversion/Continuation Date, if
the Loans are to be converted into Base Rate Loans, specifying:

                           (i) the proposed Conversion/Continuation Date;

                           (ii) the aggregate amount of Loans to be converted or
                  continued;

                           (iii) the Type of Loans resulting from the proposed
                  conversion or continuation; and

                           (iv) other than in the case of conversions into Base
                  Rate Loans, the duration of the requested Interest Period.

                  (c) If upon the expiration of any Interest Period applicable
to Offshore Rate Loans, the Company has failed to select a new Interest Period
to be applicable to such Offshore Rate Loans by the time specified in SECTION
2.06(B), or if any Default or Event of Default then exists, the Company shall be
deemed to have elected to convert such Offshore Rate Loans into Base Rate Loans
effective as of the expiration date of such Interest Period.

                  (d) The Agent will promptly notify each Bank of its receipt of
a Notice of Conversion/Continuation, or, if no timely notice is provided by the
Company, the Agent will promptly notify each Bank of the details of any
automatic conversion. All conversions and continuations shall be made ratably
according to the respective outstanding principal amounts of the Loans, with
respect to which the notice was given, held by each Bank.

                  (e) Unless the Majority Banks otherwise consent, during the
existence of a Default or Event of Default, the Company may not elect to have a
Loan converted into or continued as an Offshore Rate Loan.

                  (f) After giving effect to any conversion or continuation of
Loans, unless the Agent shall otherwise consent, there may not be more than five
different Interest Periods in effect.

         2.07 VOLUNTARY TERMINATION OR REDUCTION OF COMMITMENTS. The Company
may, upon not less than three Business Days' prior notice to the Agent,
terminate the Commitments or permanently reduce the Commitments by an aggregate
minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof;
UNLESS, after giving effect thereto and to any prepayments



                                      -36-
<PAGE>   37


of Revolving Loans made on the effective date thereof, (a) the Effective Amount
of all Revolving Loans, Swing Line Loans and L/C Obligations together would
exceed the amount of the combined Revolving Commitments then in effect, (b) the
Effective Amount of all L/C Obligations then outstanding would exceed the L/C
Commitment or (c) the Effective Amount of all Swing Line Loans then outstanding
would exceed the Swing Line Loan Commitment. Once reduced in accordance with
this Section, the Commitment so reduced may not be increased. Any reduction of
the Commitments shall be applied to each Bank according to its Pro Rata Share of
such Commitment. If and to the extent specified by the Company in the notice to
the Agent, some or all of the reduction in the combined Revolving Loan
Commitments shall be applied to reduce the L/C Commitment and the Swing Line
Loan Commitment. All accrued commitment and letter of credit fees to, but not
including, the effective date of any reduction or termination of the Commitments
shall be paid on the effective date of such reduction or termination.

         2.08 OPTIONAL PREPAYMENTS. Subject to SECTION 4.04, the Company may, at
any time or from time to time, upon irrevocable notice to the Agent, prepay
Loans ratably among the Banks in whole or in part, in minimum amounts of
$100,000, or any multiple of $100,000 in excess thereof, in the case of Base
Rate Loans, and $500,000, or any multiple of $500,000 in excess thereof, in the
case of Offshore Rate Loans. Such notice of prepayment shall specify the date
and amount of such prepayment and the Type(s) of Loans to be prepaid. The Agent
will promptly notify each Bank of its receipt of any such notice, and of such
Bank's Pro Rata Share of such prepayment. If such notice is given by the
Company, the Company shall make such prepayment and the payment amount specified
in such notice shall be due and payable on the date specified therein, together
with accrued interest to each such date on the amount prepaid and any amounts
required pursuant to SECTION 4.04. Optional prepayments of Term Loans shall be
applied, FIRST, in an aggregate amount of up to $1,000,000, to the next
Scheduled Repayment, and SECOND, with respect to all other voluntary
prepayments, ratably among all Scheduled Repayments.

         2.09  MANDATORY PREPAYMENTS OF LOANS; MANDATORY COMMITMENT REDUCTIONS.

                (a) If on any date the Effective Amount of L/C Obligations
exceeds the L/C Commitment, the Company shall Cash Collateralize on such date
the outstanding Letters of Credit in an amount equal to the excess of the
maximum amount then available to be drawn under the Letters of Credit over the
Aggregate L/C Commitment. Subject to SECTION 4.04, if on any date after giving
effect to any Cash Collateralization made on such date pursuant to the preceding
sentence, the Effective Amount of all Revolving Loans and Swing Line Loans then
outstanding plus the Effective Amount of all L/C Obligations exceeds the
combined Revolving Loan Commitments, the Company shall immediately, and without
notice or demand, prepay the outstanding principal amount of the Revolving
Loans, Swing Line Loans and L/C Advances by an amount equal to the applicable
excess.

                  (b) ASSET DISPOSITIONS. If the Company or any of its
Subsidiaries shall at any time or from time to time make or agree to make a
Disposition then (i) the Company shall promptly provide written notice to the
Agent of such proposed Disposition (including the amount of the estimated Net
Proceeds to be received by the Company in respect thereof) and (ii)



                                      -37-
<PAGE>   38


promptly upon receipt by the Company or its Subsidiary of the Net Proceeds of
such Disposition the Company shall FIRST, prepay Term Loans in an aggregate
amount equal to the amount of such Net Proceeds, FIRST, to the repayment of the
next Scheduled Repayment, and SECOND, ratably among all remaining Scheduled
Repayments, SECOND, prepay Swing Line Loans (without any reduction in the Swing
Line Loan Commitment) and THIRD, prepay Revolving Loans (without any reduction
in the Revolving Loan Commitment).

                  (c) EQUITY ISSUANCE. If the Company shall issue new common or
preferred equity after the Closing Date (other than issuances in connection with
an Acquisition (to the extent such equity is issued to the seller as
consideration in connection with such Acquisition) or in connection with the
exercise by employees of the Company or any of its Subsidiaries pursuant to an
employee stock option plan), the Company shall (i) promptly provide written
notice to the Agent of the estimated Net Issuance Proceeds of such issuance to
be received by the Company and (ii) promptly upon receipt by the Company of such
Net Issuance Proceeds, the Company shall, (x) in the event that the Term Loan
remains outstanding on such date, prepay Term Loans in an aggregate amount equal
to 100% of the amount of such Net Issuance Proceeds, FIRST, to the repayment of
the next Scheduled Repayment, and SECOND, ratably among all remaining Scheduled
Repayments, and (y) in the event that the Term Loan has been repaid in full
prior to such date and the Leverage Ratio is greater than or equal to 3.00:1.0
on such date, prepay in an aggregate amount necessary to achieve a Leverage
Ratio calculated pursuant to SECTION 8.16 equal to or less than 3.00:1.0 FIRST,
Swing Line Loans (without any reduction in the Swing Line Loan Commitments) and
SECOND, Revolving Loans (without any reduction in the Revolving Loan
Commitment); PROVIDED HOWEVER, that not withstanding the requirements of this
SECTION 2.09(C), with respect to the offering by the Company of up to 6,300,000
shares of its common stock pursuant to Form S-1 under registration number
333-84985 (the"1999 Offering"), the Company shall apply an amount equal to (i)
60% of such Net Issuance Proceeds of the 1999 Offering to prepay Term Loans,
applied to pay (x) the September 30, 1999 Scheduled Repayment in full, (y) in
the amount of $500,000 with respect to the December 31, 1999 Scheduled Repayment
and (z) to the remainder Scheduled Repayments in inverse order of maturity and
(ii) 40% of such Net Issuance Proceeds of the 1999 Offering to prepay Revolving
Loans (without a Commitment reduction).

                  (d) DEBT ISSUANCE. If the Company or any of its Subsidiaries
shall issue or incur any Indebtedness for borrowed money (other than as
permitted pursuant to SECTION 8.05), the Company shall (i) promptly provide
written notice to the Agent of the estimated Net Issuance Proceeds of such
issuance to be received by such Person and (ii) promptly upon receipt by such
Person of such Net Issuance Proceeds, the Company shall, (x) in the event that
the Term Loan remains outstanding on such date, prepay Term Loans in an
aggregate amount equal to 100% of the amount of such Net Issuance Proceeds,
FIRST, to the repayment of the next Scheduled Repayment, and SECOND, ratably
among all remaining Scheduled Repayments, and (y) in the event that the Term
Loan has been repaid in full prior to such date and the Leverage Ratio is
greater than or equal to 3.00:1.0 on such date, prepay in an aggregate amount
necessary to achieve a Leverage Ratio calculated pursuant to SECTION 8.16 equal
to or less than 3.00:1.0 FIRST, Swing Line Loans (without any reduction in the
Swing Line Loan Commitments) and SECOND, Revolving Loans (without any reduction
in the Revolving Loan Commitment).



                                      -38-
<PAGE>   39


                  (e) EXCESS CASH FLOW. On each date which is 90 days after the
last day of each fiscal year of the Company, an amount equal to 75% of Excess
Cash Flow for such fiscal year shall be applied by the Company (x) in the event
that the Term Loan remains outstanding on such date, to prepay Term Loans,
FIRST, to the repayment of the next Scheduled Repayment, and SECOND, ratably
among all remaining Scheduled Repayments, and (y) in the event that the Term
Loan has been repaid in full prior to such date and the Leverage Ratio is
greater than or equal to 3.50:1.0 on such date, to prepay in an aggregate amount
necessary to achieve a Leverage Ratio calculated pursuant to SECTION 8.16 equal
to or less than 3.50:1.0 FIRST, Swing Line Loans (without any reduction in the
Swing Line Loan Commitments) and SECOND, Revolving Loans (without any reduction
in the Revolving Loan Commitment).

                  (f) CLOSING DATE. The Commitments shall be reduced to zero in
the event that the Closing Date has not occurred on or prior to June 30, 1998
and the Prior Loan Documents shall remain uneffected by the terms and conditions
of this Agreement.

                  (g) GENERAL. Any prepayments pursuant to this SECTION 2.09
shall be applied first to any Base Rate Loans then outstanding and then to
Offshore Rate Loans with the shortest Interest Periods remaining. The Company
shall pay, together with each prepayment under this SECTION 2.09, accrued
interest on the amount prepaid and any amounts required pursuant to SECTION
4.04. Notwithstanding the terms of SECTIONS 2.09(b), (c), (d) and (e), at no
time shall a mandatory prepayment pursuant to said Sections result in more than
a six month period between Scheduled Repayments.

         2.10  REPAYMENT.


                  (a) TERM LOANS. On each date set forth below, the Company
         shall be required to repay the principal amount (or such other amount
         after giving effect to any prepayments permitted or required pursuant
         to this Agreement) of the Term Loans as is set forth opposite such date
         (each, a "Scheduled Repayment"):

<TABLE>
<CAPTION>
                         Date                        Amount
                         ----                        ------

<S>                                              <C>
                  September 30, 1999             $ 1,000,000
                  December 31, 1999                1,000,000
                  March 31, 2000                   1,000,000
                  June 30, 2000                    1,000,000
                  September 29,  2000              1,000,000
                  December 29, 2000                2,000,000
                  March 30, 2001                   2,000,000
                  June 29, 2001                    2,000,000
                  September 28, 2001               2,000,000
                  December 31, 2001                2,500,000
                  March 29, 2002                   2,500,000
                  June 28, 2002                    2,500,000
                  September 30, 2002               2,500,000
</TABLE>

                                      -39-
<PAGE>   40



<TABLE>
<CAPTION>
<S>                                               <C>
                  December 31, 2002                2,500,000
                  March 31, 2003                   2,500,000
                  Term Maturity Date              20,835,816.30
</TABLE>

                  (b) THE REVOLVING CREDIT. The Company shall repay to the Banks
on the Revolving Termination Date the aggregate principal amount of Revolving
Loans outstanding on such date.

                  (c) SWING LINE LOANS. The Company shall repay to the Swing
Line Bank on the Swing Line Termination Date the aggregate principal amount of
Swing Line Loans outstanding on such date.

                  (d) SPECIAL FUNDING LOANS. The Company shall repay to the
Banks on the Business Day following the Special Funding Date the aggregate
principal amount of Special Funding Loans outstanding on such date in the event
that the Closing Date has not occurred on such date.

         2.11  INTEREST.

                  (a) Each Loan shall bear interest on the outstanding principal
amount thereof from the applicable Borrowing Date at a rate per annum equal to
the Offshore Rate or the Base Rate, as the case may be (and subject to the
Company's right to convert to other Types of Loans under SECTION 2.06), PLUS the
Applicable Margin.

                  (b) Interest on each Loan shall be paid in arrears on each
Interest Payment Date. Interest shall also be paid on the date of any prepayment
of Loans under SECTION 2.08 or 2.09 for the portion of the Loans so prepaid and
upon payment (including prepayment) in full thereof and, during the existence of
any Event of Default, interest shall be paid on demand of the Agent at the
request or with the consent of the Majority Banks.

                  (c) Notwithstanding SECTION 2.11(a), while any Event of
Default exists or after acceleration, the Company shall pay interest (after as
well as before entry of judgment thereon to the extent permitted by law) on the
principal amount of all outstanding Obligations, at a rate per annum which is
determined by adding 2% per annum to the Applicable Margin then in effect for
such Loans; PROVIDED, HOWEVER, that, on and after the expiration of any Interest
Period applicable to any Offshore Rate Loan outstanding on the date of
occurrence of such Event of Default or acceleration, the principal amount of
such Loan shall, during the continuation of such Event of Default or after
acceleration, bear interest at a rate per annum equal to the Base Rate plus the
Applicable Margin plus 2%.

                  (d) Anything herein to the contrary notwithstanding, the
obligations of the Company to any Bank hereunder shall be subject to the
limitation that payments of interest shall not be required for any period for
which interest is computed hereunder, to the extent (but only to the extent)
that contracting for or receiving such payment by such Bank would be contrary to
the provisions of any law applicable to such Bank limiting the highest rate of
interest that may be lawfully contracted for, charged or received by such Bank,
and in such event the Company shall pay such Bank interest at the highest rate
permitted by applicable law.



                                      -40-
<PAGE>   41


         2.12  FEES.  In addition to certain fees described in SECTION 3.08:

                  (a) AGENCY FEES. The Company shall pay the fees to the Agent
for the Agent's own account, as required by the letter agreement ("FEE LETTER")
between the Company and the Agent, dated May 19, 1998.

                  (b) COMMITMENT FEES. The Company shall pay to the Agent for
the account of each Bank a commitment fee ("Commitment Fee") on the average
daily unused portion of such Bank's Revolving Loan Commitment computed on a
quarterly basis in arrears on the last Business Day of each calendar quarter
based upon the daily utilization for that quarter as calculated by the Agent,
equal to the Applicable Margin per annum. For purposes of calculating
utilization under this Section, the Revolving Loan Commitments shall be deemed
used to the extent of the Effective Amount of Revolving Loans then outstanding
PLUS the Effective Amount of L/C Obligations then outstanding. Such commitment
fee shall accrue from the Closing Date to the Revolving Termination Date and
shall be due and payable quarterly in arrears on the last Business Day of each
March, June, September and December through the Revolving Termination Date, with
the final payment to be made on the Revolving Termination Date; PROVIDED that,
in connection with any reduction or termination of Revolving Loan Commitments as
the case may be, under SECTION 2.07, the accrued commitment fee calculated for
the period ending on such date shall also be paid on the date of such reduction
or termination, with the following quarterly payment being calculated on the
basis of the period from such reduction or termination date to such quarterly
payment date. The commitment fees provided in this Section shall accrue at all
times after the above-mentioned commencement date, including at any time during
which one or more conditions in ARTICLE V are not met.

         2.13  COMPUTATION OF FEES AND INTEREST.

                  (a) All computations of interest for Base Rate Loans when the
Base Rate is determined by BofA's "reference rate" shall be made on the basis of
a year of 365 or 366 days, as the case may be, and actual days elapsed. All
other computations of fees and interest shall be made on the basis of a 360-day
year and actual days elapsed (which results in more interest being paid than if
computed on the basis of a 365-day year). Interest and fees shall accrue during
each period during which interest or such fees are computed from the first day
thereof to the last day thereof.

                  (b) Each determination of an interest rate by the Agent shall
be conclusive and binding on the Company and the Banks in the absence of
manifest error. The Agent will, at the request of the Company or any Bank,
deliver to the Company or the Bank, as the case may be, a statement showing the
quotations used by the Agent in determining any interest rate and the resulting
interest rate.

         2.14  PAYMENTS BY THE COMPANY.

                  (a) All payments to be made by the Company shall be made
without set-off, recoupment or counterclaim. Except as otherwise expressly
provided herein, all payments by the Company shall be made to the Agent for the
account of the Banks at the Agent's Payment Office, and shall be made in dollars
and in immediately available funds, no later than 12:00



                                      -41-
<PAGE>   42


Noon (Chicago time) on the date specified herein. The Agent will promptly
distribute to each Bank its Pro Rata Share (or other applicable share as
expressly provided herein) of such payment in like funds as received. Any
payment received by the Agent later than 12:00 Noon (Chicago time) shall be
deemed to have been received on the following Business Day and any applicable
interest or fee shall continue to accrue for the day actually received.

                  (b) Subject to the provisions set forth in the definition of
"Interest Period" herein, whenever any payment is due on a day other than a
Business Day, such payment shall be made on the following Business Day, and such
extension of time shall in such case be included in the computation of interest
or fees, as the case may be.

                  (c) Unless the Agent receives notice from the Company prior to
the date on which any payment is due to the Banks that the Company will not make
such payment in full as and when required, the Agent may assume that the Company
has made such payment in full to the Agent on such date in immediately available
funds and the Agent may (but shall not be so required), in reliance upon such
assumption, distribute to each Bank on such due date an amount equal to the
amount then due such Bank. If and to the extent the Company has not made such
payment in full to the Agent, each Bank shall repay to the Agent on demand such
amount distributed to such Bank, together with interest thereon at the Federal
Funds Rate for each day from the date such amount is distributed to such Bank
until the date repaid.

         2.15  PAYMENTS BY THE BANKS TO THE AGENT.

                  (a) Unless the Agent receives notice from a Bank on or prior
to the Special Funding Date or, with respect to any Borrowing after the Special
Funding Date, at least one Business Day prior to the date of such Borrowing,
that such Bank will not make available as and when required hereunder to the
Agent for the account of the Company the amount of that Bank's Pro Rata Share of
the Borrowing, the Agent may assume that each Bank has made such amount
available to the Agent in immediately available funds on the Borrowing Date and
the Agent may (but shall not be so required), in reliance upon such assumption,
make available to the Company on such date a corresponding amount. If and to the
extent any Bank shall not have made its full amount available to the Agent in
immediately available funds and the Agent in such circumstances has made
available to the Company such amount, that Bank shall on the Business Day
following such Borrowing Date make such amount available to the Agent, together
with interest at the Federal Funds Rate for each day during such period. A
notice of the Agent submitted to any Bank with respect to amounts owing under
this clause (a) shall be conclusive, absent manifest error. If such amount is so
made available, such payment to the Agent shall constitute such Bank's Loan on
the date of Borrowing for all purposes of this Agreement. If such amount is not
made available to the Agent on the Business Day following the Borrowing Date,
the Agent will notify the Company of such failure to fund and, upon demand by
the Agent, the Company shall pay such amount to the Agent for the Agent's
account, together with interest thereon for each day elapsed since the date of
such Borrowing, at a rate per annum equal to the interest rate applicable at the
time to the Loans comprising such Borrowing.


                                      -42-
<PAGE>   43


                  (b) The failure of any Bank to make any Loan on any Borrowing
Date shall not relieve any other Bank of any obligation hereunder to make a Loan
on such Borrowing Date, but no Bank shall be responsible for the failure of any
other Bank to make the Loan to be made by such other Bank on any Borrowing Date.

         2.16 SHARING OF PAYMENTS, ETC. If, other than as expressly provided
elsewhere herein, any Bank shall obtain on account of the Loans made by it any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder), such Bank shall immediately (a) notify the Agent of
such fact, and (b) purchase from the other Banks such participations in the
Loans made by them as shall be necessary to cause such purchasing Bank to share
the excess payment pro rata with each of them; PROVIDED, HOWEVER, that if all or
any portion of such excess payment is thereafter recovered from the purchasing
Bank, such purchase shall to that extent be rescinded and each other Bank shall
repay to the purchasing Bank the purchase price paid therefor, together with an
amount equal to such paying Bank's ratable share (according to the proportion of
(i) the amount of such paying Bank's required repayment to (ii) the total amount
so recovered from the purchasing Bank) of any interest or other amount paid or
payable by the purchasing Bank in respect of the total amount so recovered. The
Company agrees that any Bank so purchasing a participation from another Bank
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to SECTION 11.10) with respect to
such participation as fully as if such Bank were the direct creditor of the
Company in the amount of such participation. The Agent will keep records (which
shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify the
Banks following any such purchases or repayments.

                                   ARTICLE III

                              THE LETTERS OF CREDIT
                              ---------------------

         3.01  THE LETTER OF CREDIT SUBFACILITY.

                  (a) On the terms and conditions set forth herein (i) the
Issuing Bank agrees, (A) from time to time on any Business Day during the period
from the Closing Date to the Revolving Termination Date to issue Letters of
Credit for the account of the Company, and to amend or renew Letters of Credit
previously issued by it, in accordance with SECTIONS 3.02(c) and (d), and (B) to
honor drafts under the Letters of Credit; and (ii) the Banks severally agree to
participate in Letters of Credit Issued for the account of the Company;
PROVIDED, that the Issuing Bank shall not be obligated to Issue, and no Bank
shall be obligated to participate in, any Letter of Credit if as of the date of
Issuance of such Letter of Credit (the "ISSUANCE DATE") (1) the Effective Amount
of all L/C Obligations plus the Effective Amount of all Revolving Loans and
Swing Line Loans exceeds the combined Revolving Loan Commitments, (2) the
participation of any Bank in the Effective Amount of all L/C Obligations and
Swing Line Loans plus the Effective Amount of the Revolving Loans of such Bank
exceeds such Bank's Revolving Loan Commitment or, (3) the Effective Amount of
L/C Obligations exceeds the L/C Commitment. Within the foregoing limits, and
subject to the other terms and conditions hereof, the Company's ability to
obtain Letters of Credit shall be fully revolving, and, accordingly, the Company
may,


                                      -43-
<PAGE>   44


during the foregoing period, obtain Letters of Credit to replace Letters of
Credit which have expired or which have been drawn upon and reimbursed.

                  (b) The Issuing Bank is under no obligation to Issue any
Letter of Credit if:

                           (i) any order, judgment or decree of any Governmental
         Authority or arbitrator shall by its terms purport to enjoin or
         restrain the Issuing Bank from Issuing such Letter of Credit, or any
         Requirement of Law applicable to the Issuing Bank or any request or
         directive (whether or not having the force of law) from any
         Governmental Authority with jurisdiction over the Issuing Bank shall
         prohibit, or request that the Issuing Bank refrain from, the Issuance
         of letters of credit generally or such Letter of Credit in particular
         or shall impose upon the Issuing Bank with respect to such Letter of
         Credit any restriction, reserve or capital requirement (for which the
         Issuing Bank is not otherwise compensated hereunder) not in effect on
         the Closing Date, or shall impose upon the Issuing Bank any
         unreimbursed loss, cost or expense which was not applicable on the
         Closing Date and which the Issuing Bank in good faith deems material to
         it;

                           (ii) the Issuing Bank has received written notice
         from any Bank, the Agent or the Company, on or prior to the Business
         Day prior to the requested date of Issuance of such Letter of Credit,
         that one or more of the applicable conditions contained in ARTICLE V is
         not then satisfied;

                           (iii) the expiry date of any requested Letter of
         Credit is after the Revolving Termination Date, unless the Company has
         Cash Collateralized, in form and substance satisfactory to the Issuing
         Bank, its L/C Obligations under such Letter of Credit on or prior to
         the date of the Issuance of such Letter of Credit;

                           (iv) any requested Letter of Credit does not provide
         for drafts, or is not otherwise in form and substance acceptable to the
         Issuing Bank, or the Issuance of a Letter of Credit shall violate any
         applicable policies of the Issuing Bank; or

                           (v) such Letter of Credit is in a face amount less
         than $25,000, unless such lesser amount is approved by the Agent and
         the Issuing Bank, or is to be denominated in a currency other than
         Dollars or an Approved Alternate Currency.

                  (c) All determinations of the stated amount of Letters of
Credit and of the principal amount of L/C Obligations, in each case to the
extent denominated in an Approved Alternate Currency, shall be made by the Agent
by converting same into Dollars at the Spot Rate. Each such determination by the
Agent shall be conclusive and binding on the Company and each Bank in the
absence of manifest error. The Agent will, at the request of the Company or any
Bank, deliver to such Person a statement showing the quotations used by the
Agent in making such determination.

         3.02  ISSUANCE, AMENDMENT AND RENEWAL OF LETTERS OF CREDIT.

                  (a) Each Letter of Credit shall be issued upon the irrevocable
written request of the Company received by the Issuing Bank (with a copy sent by
the Company to the Agent) at



                                      -44-
<PAGE>   45


least three days (or such shorter time as the Issuing Bank may agree in a
particular instance in its sole discretion) prior to the proposed date of
issuance. Each such request for issuance of a Letter of Credit shall be by
facsimile, confirmed immediately in an original writing, in the form of an L/C
Application, and shall specify in form and detail satisfactory to the Issuing
Bank: (i) the proposed date of issuance of the Letter of Credit (which shall be
a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry
date of the Letter of Credit; (iv) the name and address of the beneficiary
thereof; (v) the documents to be presented by the beneficiary of the Letter of
Credit in case of any drawing thereunder; (vi) the full text of any certificate
to be presented by the beneficiary in case of any drawing thereunder; and (vii)
such other matters as the Issuing Bank may require.

                  (b) Prior to the Issuance of any Letter of Credit, the Issuing
Bank will confirm with the Agent (by telephone or in writing) that the Agent has
received a copy of the L/C Application or L/C Amendment Application from the
Company and, if not, the Issuing Bank will provide the Agent with a copy
thereof. Unless the Issuing Bank has received notice on or before the Business
Day the Issuing Bank is to issue a requested Letter of Credit from the Agent (A)
directing the Issuing Bank not to issue such Letter of Credit because such
issuance is not then permitted under SECTION 3.01(a) as a result of the
limitations set forth in CLAUSES (1) through (3) thereof or SECTION 3.01(b)(ii);
or (B) that one or more conditions specified in ARTICLE V are not then
satisfied; then, subject to the terms and conditions hereof, the Issuing Bank
shall, with the written approval of the Agent, on the requested date, issue a
Letter of Credit for the account of the Company in accordance with the Issuing
Bank's usual and customary business practices.

                  (c) From time to time while a Letter of Credit is outstanding
and prior to the Revolving Termination Date, the Issuing Bank will, upon the
written request of the Company received by the Issuing Bank (with a copy sent by
the Company to the Agent) at least three days (or such shorter time as the
Issuing Bank may agree in a particular instance in its sole discretion) prior to
the proposed date of amendment, amend any Letter of Credit issued by it. Each
such request for amendment of a Letter of Credit shall be made by facsimile,
confirmed immediately in an original writing, made in the form of an L/C
Amendment Application and shall specify in form and detail satisfactory to the
Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of
amendment of the Letter of Credit (which shall be a Business Day); (iii) the
nature of the proposed amendment; and (iv) such other matters as the Issuing
Bank may require. The Issuing Bank shall be under no obligation to amend any
Letter of Credit if: (A) the Issuing Bank would have no obligation at such time
to issue such Letter of Credit in its amended form under the terms of this
Agreement; or (B) the beneficiary of any such letter of Credit does not accept
the proposed amendment to the Letter of Credit. The Agent will promptly notify
the Banks of the receipt by it of any L/C Application or L/C Amendment
Application.

                  (d) The Issuing Bank and the Banks agree that, while a Letter
of Credit is outstanding and prior to the Revolving Termination Date, at the
option of the Company and upon the written request of the Company received by
the Issuing Bank (with a copy sent by the Company to the Agent) at least five
days (or such shorter time as the Issuing Bank may agree in a particular
instance in its sole discretion) prior to the proposed date of notification of
renewal, the Issuing Bank shall be entitled to authorize the automatic renewal
of any Letter of Credit


                                      -45-
<PAGE>   46

issued by it. Each such request for renewal of a Letter of Credit shall be made
by facsimile, confirmed immediately in an original writing, in the form of an
L/C Amendment Application, and shall specify in form and detail satisfactory to
the Issuing Bank: (i) the Letter of Credit to be renewed; (ii) the proposed date
of notification of renewal of the Letter of Credit (which shall be a Business
Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other
matters as the Issuing Bank may require. The Issuing Bank shall be under no
obligation to renew any Letter of Credit if: (A) the Issuing Bank would have no
obligation at such time to issue or amend such Letter of Credit in its renewed
form under the terms of this Agreement; or (B) the beneficiary of any such
Letter of Credit does not accept the proposed renewal of the Letter of Credit.
If any outstanding Letter of Credit shall provide that it shall be automatically
renewed unless the beneficiary thereof receives notice from the Issuing Bank
that such Letter of Credit shall not be renewed, and if at the time of renewal
the Issuing Bank would be entitled to authorize the automatic renewal of such
Letter of Credit in accordance with this clause (d) upon the request of the
Company but the Issuing Bank shall not have received any L/C Amendment
Application from the Company with respect to such renewal or other written
direction by the Company with respect thereto, the Issuing Bank shall
nonetheless be permitted to allow such Letter of Credit to renew, and the
Company and the Banks hereby authorize such renewal, and, accordingly, the
Issuing Bank shall be deemed to have received an L/C Amendment Application from
the Company requesting such renewal.

                  (e) The Issuing Bank may, at its election (or as required by
the Agent at the direction of the Majority Banks), deliver any notices of
termination or other communications to any Letter of Credit beneficiary or
transferee, and take any other action as necessary or appropriate, at any time
and from time to time, in order to cause the expiry date of such Letter of
Credit to be a date not later than the Revolving Termination Date.

                  (f) This Agreement shall control in the event of any conflict
with any L/C-Related Document (other than any Letter of Credit).

                  (g) The Issuing Bank will also deliver to the Agent,
concurrently or promptly following its delivery of a Letter of Credit, or
amendment to or renewal of a Letter of Credit, to an advising bank or a
beneficiary, a true and complete copy of each such Letter of Credit or amendment
to or renewal of a Letter of Credit.

         3.03  RISK PARTICIPATIONS, DRAWINGS AND REIMBURSEMENTS.

                  (a) Immediately upon the Issuance of each Letter of Credit,
each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the Issuing Bank a participation in such Letter of Credit and
each drawing thereunder in an amount equal to the product of (i) the Pro Rata
Share of such Bank, times (ii) the maximum amount available to be drawn under
such Letter of Credit and the amount of such drawing, respectively. For purposes
of Section 2.01(b), each Issuance of a Letter of Credit shall be deemed to
utilize the Commitment of each Bank by an amount equal to the amount of such
participation.

                  (b) In the event of any request for a drawing under a Letter
of Credit by the beneficiary or transferee thereof, the Issuing Bank will
promptly notify the Company. The


                                      -46-
<PAGE>   47


Company shall reimburse the Issuing Bank (by an L/C Borrowing or otherwise)
prior to 12:00 Noon (Chicago time), on each date that any amount is paid by the
Issuing Bank under any Letter of Credit (each such date, an "HONOR DATE"), in an
amount equal to the amount so paid by the Issuing Bank (such amount, in the case
of a Letter of Credit denominated in an Approved Alternate Currency, being
deemed to be the Dollar equivalent of the amount drawn, determined on the basis
of the Spot Rate for such Approved Alternate Currency as of the approximate time
of such drawing). In the event the Company fails to reimburse the Issuing Bank
for the full amount of any drawing under any Letter of Credit by 12:00 Noon
(Chicago time) on the Honor Date, the Issuing Bank will promptly notify the
Agent and the Agent will promptly notify each Bank thereof, and the Company
shall be deemed to have requested that Base Rate Loans in an aggregate amount
equal to the unreimbursed drawing be made by the Banks to be disbursed on the
Honor Date under such Letter of Credit, subject to the amount of the unutilized
portion of the Revolving Loan Commitment and subject to the conditions set forth
in SECTION 5.02. Any notice given by the Issuing Bank or the Agent pursuant to
this clause (b) may be oral if immediately confirmed in writing (including by
facsimile); PROVIDED, that the lack of such an immediate confirmation shall not
affect the conclusiveness or binding effect of such notice.

                  (c) Each Bank shall upon any notice pursuant to SECTION
3.03(b) make available to the Agent for the account of the relevant Issuing Bank
an amount in Dollars and in immediately available funds equal to its Pro Rata
Share of the amount of the drawing, whereupon the participating Banks shall
(subject to SECTION 3.03(d)) each be deemed to have made a Revolving Loan
consisting of a Base Rate Loan to the Company in that amount. If any Bank so
notified fails to make available to the Agent for the account of the Issuing
Bank the amount of such Bank's Pro Rata Share of the amount of the drawing by no
later than 2:00 p.m. (Chicago time) on the Honor Date, then interest shall
accrue on such Bank's obligation to make such payment, from the Honor Date to
the date such Bank makes such payment, at a rate per annum equal to the Federal
Funds Rate in effect from time to time during such period. The Agent will
promptly give notice of the occurrence of the Honor Date, but failure of the
Agent to give any such notice on the Honor Date or in sufficient time to enable
any Bank to effect such payment on such date shall not relieve such Bank from
its obligations under this Section 3.03.

                  (d) With respect to any unreimbursed drawing that is not
converted into Revolving Loans consisting of Base Rate Loans to the Company in
whole or in part, because of the Company's failure to satisfy the conditions set
forth in SECTION 5.02 or for any other reason, the Company shall be deemed to
have incurred from the Issuing Bank an L/C Borrowing in the amount of such
drawing (such amount, in the case of a Letter of Credit denominated in an
Approved Alternate Currency, being deemed to be the Dollar equivalent of the
amount drawn, determined on the basis of the Spot Rate for such Approved
Alternate Currency as of the approximate time of such drawing), which L/C
Borrowing shall be due and payable on demand (together with interest) and shall
bear interest at a rate per annum equal to the Base Rate plus the Applicable
Margin plus 2% per annum, and each Bank's payment to the Issuing Bank pursuant
to SECTION 3.03(c) shall be deemed payment in respect of its participation in
such L/C Borrowing and shall constitute an L/C Advance from such Bank in
satisfaction of its participation obligation under this SECTION 3.03.



                                      -47-
<PAGE>   48


                  (e) Each Bank's obligation in accordance with this Agreement
to make the Revolving Loans or L/C Advances, as contemplated by this SECTION
3.03, as a result of a drawing under a Letter of Credit, shall be absolute and
unconditional and without recourse to the Issuing Bank and shall not be affected
by any circumstance, including (i) any set-off, counterclaim, recoupment,
defense or other right which such Bank may have against the Issuing Bank, the
Company or any other Person for any reason whatsoever; (ii) the occurrence or
continuance of a Default, an Event of Default or a Material Adverse Effect; or
(iii) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing; PROVIDED, however, that each Bank's obligation
to make Revolving Loans under this SECTION 3.03 is subject to the conditions set
forth in SECTION 5.02.

         3.04  REPAYMENT OF PARTICIPATIONS.

                  (a) Upon (and only upon) receipt by the Agent for the account
of the Issuing Bank of immediately available funds from the Company (i) in
reimbursement of any payment made by the Issuing Bank under the Letter of Credit
with respect to which any Bank has paid the Agent for the account of the Issuing
Bank for such Bank's participation in the Letter of Credit pursuant to SECTION
3.03 or (ii) in payment of interest thereon, the Agent will pay to each Bank, in
the same funds as those received by the Agent for the account of the Issuing
Bank, the amount of such Bank's Pro Rata Share of such funds, and the Issuing
Bank shall receive the amount of the Pro Rata Share of such funds of any Bank
that did not so pay the Agent for the account of the Issuing Bank.

                  (b) If the Agent or the Issuing Bank is required at any time
to return to the Company, or to a trustee, receiver, liquidator, custodian, or
any official in any Insolvency Proceeding, any portion of the payments made by
the Company to the Agent for the account of the Issuing Bank pursuant to SECTION
3.04(a) in reimbursement of a payment made under the Letter of Credit or
interest or fee thereon, each Bank shall, on demand of the Agent, forthwith
return to the Agent or the Issuing Bank the amount of its Pro Rata Share of any
amounts so returned by the Agent or the Issuing Bank plus interest thereon from
the date such demand is made to the date such amounts are returned by such Bank
to the Agent or the Issuing Bank, at a rate per annum equal to the Federal Funds
Rate in effect from time to time.

         3.05  ROLE OF THE ISSUING BANK.

                  (a) Each Bank and the Company agree that, in paying any
drawing under a Letter of Credit, the Issuing Bank shall not have any
responsibility to obtain any document (other than any sight draft and
certificates expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.

                  (b) No Agent-Related Person nor any of the respective
correspondents, participants or assignees of the Issuing Bank shall be liable to
any Bank for: (i) any action taken or omitted in connection herewith at the
request or with the approval of the Banks (including the Majority Banks, as
applicable); (ii) any action taken or omitted in the absence of gross



                                      -48-
<PAGE>   49


negligence or willful misconduct; or (iii) the due execution, effectiveness,
validity or enforceability of any L/C-Related Document.

                  (c) The Company hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; PROVIDED, however, that this assumption is not intended to, and shall
not, preclude the Company's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. No
Agent-Related Person, nor any of the respective correspondents, participants or
assignees of the Issuing Bank, shall be liable or responsible for any of the
matters described in clauses (i) through (vii) of SECTION 3.06; PROVIDED,
however, anything in such clauses to the contrary notwithstanding, that the
Company may have a claim against the Issuing Bank, and the Issuing Bank may be
liable to the Company, to the extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered by the Company which the
Company proves were caused by the Issuing Bank's willful misconduct or gross
negligence or the Issuing Bank's willful failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing: (i) the Issuing
Bank may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary; and (ii) the Issuing Bank shall not be responsible
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.

         3.06 OBLIGATIONS ABSOLUTE. The obligations of the Company under this
Agreement and any L/C-Related Document to reimburse the Issuing Bank for a
drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing
under a Letter of Credit converted into Revolving Loans, shall be unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement and each such other L/C-Related Document under all circumstances,
including the following:

                           (i) any lack of validity or enforceability of this
         Agreement or any L/C-Related Document;

                           (ii) any change in the time, manner or place of
         payment of, or in any other term of, all or any of the obligations of
         the Company in respect of any Letter of Credit or any other amendment
         or waiver of or any consent to departure from all or any of the
         L/C-Related Documents;

                           (iii) the existence of any claim, set-off, defense or
         other right that the Company may have at any time against any
         beneficiary or any transferee of any Letter of Credit (or any Person
         for whom any such beneficiary or any such transferee may be acting),
         the Issuing Bank or any other Person, whether in connection with this
         Agreement, the transactions contemplated hereby or by the L/C-Related
         Documents or any unrelated transaction;



                                      -49-
<PAGE>   50


                           (iv) any draft, demand, certificate or other document
         presented under any Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein being
         untrue or inaccurate in any respect; or any loss or delay in the
         transmission or otherwise of any document required in order to make a
         drawing under any Letter of Credit;

                           (v) any payment by the Issuing Bank under any Letter
         of Credit against presentation of a draft or certificate that does not
         strictly comply with the terms of any Letter of Credit; or any payment
         made by the Issuing Bank under any Letter of Credit to any Person
         purporting to be a trustee in bankruptcy, debtor-in-possession,
         assignee for the benefit of creditors, liquidator, receiver or other
         representative of or successor to any beneficiary or any transferee of
         any Letter of Credit, including any arising in connection with any
         Insolvency Proceeding;

                           (vi) any exchange, release or non-perfection of any
         collateral, or any release or amendment or waiver of or consent to
         departure from any other guarantee, for all or any of the obligations
         of the Company in respect of any Letter of Credit; or

                           (vii) any other circumstance or happening whatsoever,
         whether or not similar to any of the foregoing, including any other
         circumstance that might otherwise constitute a defense available to, or
         a discharge of, the Company or a guarantor.

         3.07 CASH COLLATERAL PLEDGE. Upon (i) the request of the Agent or the
Majority Banks, (A) if the Issuing Bank has honored any full or partial drawing
request on any Letter of Credit and such drawing has resulted in an L/C
Borrowing hereunder, or (B) if, as of the Revolving Termination Date, any
Letters of Credit may for any reason remain outstanding and partially or wholly
undrawn, or (ii) the occurrence of the circumstances described in SECTION
2.09(A) requiring the Company to Cash Collateralize Letters of Credit, then, the
Company shall immediately Cash Collateralize the L/C Obligations in an amount
equal to such L/C Obligations.

         3.08  LETTER OF CREDIT FEES.

                  (a) The Company shall pay to the Agent for the account of each
of the Banks a letter of credit fee with respect to the Letters of Credit equal
to the Applicable Margin per annum of the average daily maximum amount available
to be drawn of the outstanding Letters of Credit, computed on a quarterly basis
in arrears on the last Business Day of each March, June, September and December
based upon Letters of Credit outstanding for that quarter as calculated by the
Agent. Such letter of credit fees shall be due and payable quarterly in arrears
on the last Business Day of each calendar quarter during which Letters of Credit
are outstanding, commencing on the first such quarterly date to occur after the
Closing Date, through the Revolving Termination Date (or such later date upon
which the outstanding Letters of Credit shall expire), with the final payment to
be made on the Revolving Termination Date (or such later expiration date).

                  (b) The Company shall pay to the Issuing Bank a letter of
credit fronting fee for each Letter of Credit Issued by the Issuing Bank equal
to .125% per annum of the face amount (or increased face amount, as the case may
be) of such Letter of Credit. Such Letter of


                                      -50-
<PAGE>   51


Credit fronting fee shall be due and payable quarterly in arrears on the last
Business Day of each calendar quarter during which such Letter of Credit is
outstanding, commencing on the first such quarterly date to occur after such
Letter of Credit is issued, through the Revolving Termination Date (or such
later date upon which such Letter of Credit shall expire), with the final
payment to be made on the Revolving Termination Date (or such later expiration
date).

                  (c) The Company shall pay to the Issuing Bank from time to
time on demand the normal issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of the Issuing Bank relating to
letters of credit as from time to time in effect.

         3.09 UNIFORM CUSTOMS AND PRACTICE. The Uniform Customs and Practice for
Documentary Credits as published by the International Chamber of Commerce most
recently at the time of issuance of any Letter of Credit shall (unless otherwise
expressly provided in the Letters of Credit) apply to the Letters of Credit.

                                   ARTICLE IV

                     TAXES, YIELD PROTECTION AND ILLEGALITY
                     --------------------------------------

         4.01  TAXES.

                  (a) Any and all payments by the Company to each Bank or the
Agent under this Agreement and any other Loan Document shall be made free and
clear of, and without deduction or withholding for, any Taxes. In addition, the
Company shall pay all Other Taxes.

                  (b) If the Company shall be required by law to deduct or
withhold any Taxes, Other Taxes or Further Taxes from or in respect of any sum
payable hereunder to any Bank or the Agent, then:

                           (i) the sum payable shall be increased as necessary
         so that, after making all required deductions and withholdings
         (including deductions and withholdings applicable to additional sums
         payable under this Section), such Bank or the Agent, as the case may
         be, receives and retains an amount equal to the sum it would have
         received and retained had no such deductions or withholdings been made;

                           (ii) the Company shall make such deductions and
         withholdings;

                           (iii) the Company shall pay the full amount deducted
         or withheld to the relevant taxing authority or other authority in
         accordance with applicable law; and

                           (iv) the Company shall also pay to each Bank or the
         Agent for the account of such Bank, at the time interest is paid,
         Further Taxes in the amount that the respective Bank specifies as
         necessary to preserve the after-tax yield the Bank would have received
         if such Taxes, Other Taxes or Further Taxes had not been imposed.

                  (c) The Company agrees to indemnify and hold harmless each
Bank and the Agent for the full amount of i) Taxes, ii) Other Taxes, and iii)
Further Taxes in the amount that


                                      -51-
<PAGE>   52


the respective Bank specifies as necessary to preserve the after-tax yield the
Bank would have received if such Taxes, Other Taxes or Further Taxes had not
been imposed, and any liability (including penalties, interest, additions to tax
and expenses) arising therefrom or with respect thereto, whether or not such
Taxes, Other Taxes or Further Taxes were correctly or legally asserted. Payment
under this indemnification shall be made within 30 days after the date the Bank
or the Agent makes written demand therefor.

                  (d) Within 30 days after the date of any payment pursuant to
this Section by the Company of Taxes, Other Taxes or Further Taxes, the Company
shall furnish to each Bank or the Agent the original or a certified copy of a
receipt evidencing payment thereof, or other evidence of payment satisfactory to
such Bank or the Agent.

                  (e) If the Company is required to pay any amount to any Bank
or the Agent pursuant to clauses (b) or (c) of this Section, then such Bank
shall use reasonable efforts (consistent with legal and regulatory restrictions)
to change the jurisdiction of its Lending Office so as to eliminate any such
additional payment by the Company which may thereafter accrue, if such change in
the sole judgment of such Bank is not otherwise disadvantageous to such Bank.

         4.02  ILLEGALITY.


                  (a) If any Bank determines that the introduction of any
Requirement of Law, or any change in any Requirement of Law, or in the
interpretation or administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental Authority has asserted
that it is unlawful, for any Bank or its applicable Lending Office to make
Offshore Rate Loans, then, on notice thereof by the Bank to the Company through
the Agent, any obligation of that Bank to make Offshore Rate Loans shall be
suspended until the Bank notifies the Agent and the Company that the
circumstances giving rise to such determination no longer exist.

                  (b) If a Bank determines that it is unlawful to maintain any
Offshore Rate Loan, the Company shall, upon its receipt of notice of such fact
and demand from such Bank (with a copy to the Agent), prepay in full such
Offshore Rate Loans of that Bank then outstanding, together with interest
accrued thereon and amounts required under SECTION 4.04, either on the last day
of the Interest Period thereof, if the Bank may lawfully continue to maintain
such Offshore Rate Loans to such day, or immediately, if the Bank may not
lawfully continue to maintain such Offshore Rate Loan. If the Company is
required to so prepay any Offshore Rate Loan, then concurrently with such
prepayment, the Company may borrow from the affected Bank, in the amount of such
repayment, a Base Rate Loan.

                  (c) If the obligation of any Bank to make or maintain Offshore
Rate Loans has been so terminated or suspended, the Company may elect, by giving
notice to the Bank through the Agent that all Loans which would otherwise be
made by the Bank as Offshore Rate Loans shall be instead Base Rate Loans.

                  (d) Before giving any notice to the Agent under this Section,
the affected Bank shall designate a different Lending Office with respect to its
Offshore Rate Loans if such


                                      -52-
<PAGE>   53


designation will avoid the need for giving such notice or making such demand and
will not, in the judgment of the Bank, be illegal or otherwise disadvantageous
to the Bank.

         4.03  INCREASED COSTS AND REDUCTION OF RETURN.

                  (a) If any Bank determines that, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance by that Bank with any guideline or request
from any central bank or other Governmental Authority (whether or not having the
force of law), there shall be any increase in the cost to such Bank of agreeing
to make or making, funding or maintaining any Offshore Rate Loans or
participating in Letters of Credit, or, in the case of the Issuing Bank, any
increase in the cost to the Issuing Bank of agreeing to issue, issuing or
maintaining any Letter of Credit or of agreeing to make or making, funding or
maintaining any unpaid drawing under any Letter of Credit, then the Company
shall be liable for, and shall from time to time, upon demand (with a copy of
such demand to be sent to the Agent), pay to the Agent for the account of such
Bank, additional amounts as are sufficient to compensate such Bank for such
increased costs.

                  (b) If any Bank shall have determined that (i) the
introduction of any Capital Adequacy Regulation, (ii) any change in any Capital
Adequacy Regulation, (iii) any change in the interpretation or administration of
any Capital Adequacy Regulation by any central bank or other Governmental
Authority charged with the interpretation or administration thereof, or (iv)
compliance by the Bank (or its Lending Office) or any corporation controlling
the Bank with any Capital Adequacy Regulation, affects or would affect the
amount of capital required or expected to be maintained by the Bank or any
corporation controlling the Bank and (taking into consideration such Bank's or
such corporation's policies with respect to capital adequacy and such Bank's
desired return on capital) determines that the amount of such capital is
increased as a consequence of its Commitment, loans, credits or obligations
under this Agreement, then, upon demand of such Bank to the Company through the
Agent, the Company shall pay to the Bank, from time to time as specified by the
Bank, additional amounts sufficient to compensate the Bank for such increase.

         4.04 FUNDING LOSSES. The Company shall reimburse each Bank and hold
each Bank harmless from any loss or expense which the Bank may sustain or incur
as a consequence of:

                  (i) the failure of the Company to make on a timely basis any
         payment of principal of any Offshore Rate Loan;

                  (ii) the failure of the Company to borrow, continue or convert
         a Loan after the Company has given (or is deemed to have given) a
         Notice of Borrowing or a Notice of Conversion/ Continuation;

                  (iii) the failure of the Company to make any prepayment in
         accordance with any notice delivered under SECTION 2.08;

                  (iv) the prepayment (including pursuant to SECTION 2.09) or
         other payment (including after acceleration thereof) of an Offshore
         Rate Loan on a day that is not the last day of the relevant Interest
         Period; or



                                      -53-
<PAGE>   54


                  (v) the automatic conversion under SECTION 2.06 of any
         Offshore Rate Loan to a Base Rate Loan on a day that is not the last
         day of the relevant Interest Period;

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its Offshore Rate Loans or from fees payable
to terminate the deposits from which such funds were obtained. For purposes of
calculating amounts payable by the Company to the Banks under this Section and
under SECTION 4.03(a), each Offshore Rate Loan made by a Bank (and each related
reserve, special deposit or similar requirement) shall be conclusively deemed to
have been funded at the LIBOR used in determining the Offshore Rate for such
Offshore Rate Loan by a matching deposit or other borrowing in the interbank
eurodollar market for a comparable amount and for a comparable period, whether
or not such Offshore Rate Loan is in fact so funded.

         4.05 INABILITY TO DETERMINE RATES. If the Agent determines that for any
reason adequate and reasonable means do not exist for determining the Offshore
Rate for any requested Interest Period with respect to a proposed Offshore Rate
Loan, or that the Offshore Rate applicable pursuant to SECTION 2.11(A) for any
requested Interest Period with respect to a proposed Offshore Rate Loan does not
adequately and fairly reflect the cost to the Banks of funding such Loan, the
Agent will promptly so notify the Company and each Bank. Thereafter, the
obligation of the Banks to make or maintain Offshore Rate Loans hereunder shall
be suspended until the Agent revokes such notice in writing. Upon receipt of
such notice, the Company may revoke any Notice of Borrowing or Notice of
Conversion/Continuation then submitted by it. If the Company does not revoke
such Notice, the Banks shall make, convert or continue the Loans, as proposed by
the Company, in the amount specified in the applicable notice submitted by the
Company, but such Loans shall be made, converted or continued as Base Rate Loans
instead of Offshore Rate Loans.

         4.06 RESERVES ON OFFSHORE RATE LOANS. The Company shall pay to each
Bank, as long as such Bank shall be required under regulations of the FRB to
maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as "Eurocurrency
liabilities"), additional costs on the unpaid principal amount of each Offshore
Rate Loan equal to the actual costs of such reserves allocated to such Loan by
the Bank (as determined by the Bank in good faith, which determination shall be
conclusive), payable on each date on which interest is payable on such Loan,
provided the Company shall have received at least 15 days' prior written notice
(with a copy to the Agent) of such additional interest from the Bank. If a Bank
fails to give notice 15 days prior to the relevant Interest Payment Date, such
additional interest shall be payable 15 days from receipt of such notice.

         4.07 CERTIFICATES OF BANKS. Any Bank claiming reimbursement or
compensation under this ARTICLE IV shall deliver to the Company (with a copy to
the Agent) a certificate setting forth in reasonable detail the amount payable
to the Bank hereunder and such certificate shall be conclusive and binding on
the Company in the absence of manifest error.

         4.08 SURVIVAL. The agreements and obligations of the Company in this
ARTICLE IV shall survive the payment of all other Obligations.



                                      -54-
<PAGE>   55


                                    ARTICLE V

                              CONDITIONS PRECEDENT
                              --------------------

         5.01 CONDITIONS OF INITIAL CREDIT EXTENSIONS. The obligation of each
Bank to make its initial Credit Extension hereunder is subject to the condition
that the Agent shall have received on or before the Closing Date all of the
following, in form and substance satisfactory to the Agent and each Bank, and in
sufficient copies for each Bank:

                  (a) CREDIT AGREEMENT AND NOTES. The Effective Date shall have
occurred and there shall have been delivered to the Agent for the account of
each Bank the appropriate Note or Notes executed by the Company in the amount,
maturity and as otherwise provided herein.

                  (b) RESOLUTIONS; INCUMBENCY. On or prior to the Effective
Date, with respect to the Company, and the Closing Date, with respect to each
Subsidiary that is a party to a Loan Document:

                           (i) copies of the resolutions of the board of
         directors of the Company and each Subsidiary that may become party to a
         Loan Document authorizing the transactions contemplated hereby,
         certified by the Secretary or an Assistant Secretary of such Person;
         and

                           (ii) a certificate of the Secretary or Assistant
         Secretary of the Company, and each Subsidiary that may become party to
         a Loan Document certifying the names and true signatures of the
         officers of the Company or such Subsidiary authorized to execute,
         deliver and perform, as applicable, this Agreement, and all other Loan
         Documents to be delivered by it hereunder;

                  (c) ORGANIZATION DOCUMENTS; GOOD STANDING. Each of the
following documents on or prior to the Effective Date, with respect to the
Company, and the Closing Date, with respect to each Subsidiary that is a party
to a Loan Document:

                           (i) copies of the articles or certificate of
         incorporation, the bylaws and board of directors resolutions of the
         Company and each Subsidiary as then in effect, certified by the
         Secretary or Assistant Secretary of the Company or such Subsidiary;

                           (ii) a good standing certificate for the Company and
         each Subsidiary party to any Loan Document from the Secretary of State
         (or similar, applicable Governmental Authority) of its state of
         incorporation and each state where the Company or such Subsidiary is
         qualified to do business as a foreign corporation as of a recent date,
         together with a bring-down certificate by facsimile; and

                           (iii) unless and to the extent otherwise agreed by
         the Agent, the Agent shall have received evidence of the amendment to
         the certificate of incorporation (or



                                      -55-
<PAGE>   56


         equivalent organizational document) and by-laws of each Foreign
         Subsidiary whose capital stock is to be pledged pursuant to the Pledge
         Agreement permitting the granting of a security interest in such
         Foreign Subsidiary's capital stock pursuant to the Pledge Agreement, in
         form and substance satisfactory to the Agent and local counsel to the
         Agent.

                  (d) LEGAL OPINIONS. On or prior to the Effective Date, an
opinion addressed to the Agent, the Collateral Agent and the Banks (i) of
Benesch, Friedlander, Coplan & Aronoff, L.L.P., counsel to the Company,
substantially in the form of EXHIBIT D-1, (ii) from Arnstein & Lehr, special
Illinois counsel to the Company, substantially in the form of EXHIBIT D-2, and
(iii) from local counsel in such jurisdictions as the Agent may request, such
opinion to be in form and substance acceptable to the Agent.

                  (e) PAYMENT OF FEES. Evidence of payment by the Company of all
accrued and unpaid fees, costs and expenses to the extent then due and payable
on the Closing Date, together with Attorney Costs of BofA to the extent invoiced
prior to or on the Closing Date, plus such additional amounts of Attorney Costs
as shall constitute BofA's reasonable estimate of Attorney Costs incurred or to
be incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude final settling of accounts between the Company and
BofA); including any such costs, fees and expenses arising under or referenced
in SECTIONS 2.12 and 10.04;

                  (f) CERTIFICATE. On or prior to the Effective Date, a
certificate signed by a Responsible Officer, dated as of the Effective Date:

                           (i) stating that the representations and warranties
         contained in ARTICLE VI are true and correct on and as of such date, as
         though made on and as of such date;

                           (ii) stating that no Default or Event of Default
         exists or would result from a Credit Extension;

                           (iii) stating that there has occurred since September
         30, 1997, no event or circumstance that has resulted or could
         reasonably be expected to result in a Material Adverse Effect; and

                           (iv) certifying the names and true signatures of the
         officers of the Company and each Subsidiary authorized to execute,
         deliver and perform, as applicable, this Agreement and the other Loan
         Documents to which it is a party, and all other Loan Documents to be
         delivered hereunder.

                  (g) BRING DOWN CERTIFICATE. A certificate signed by a
Responsible Officer, in form and substance satisfactory to the Agent, dated as
of the Closing Date, certifying any changes to the Schedules occurring after the
Effective Date.



                                      -56-
<PAGE>   57


                  (h) COLLATERAL DOCUMENTS. As of the Closing Date, the
Collateral Documents, executed by the Company and each Subsidiary party to such
Collateral Document, in appropriate form for recording, where necessary,
together with:

                           (i) acknowledgment copies of all UCC-l financing
         statements filed, registered or recorded to perfect the security
         interests of the Collateral Agent for the benefit of the Banks, or
         other evidence satisfactory to the Agent that there has been or will be
         filed, registered or recorded all financing statements and other
         filings, registrations and recordings necessary and advisable to
         perfect the Liens of the Collateral Agent for the benefit of the Banks
         in accordance with applicable law;

                           (ii) written advice relating to such Lien and
         judgment searches as the Collateral Agent shall have requested of the
         Company, and such termination statements or other documents as may be
         necessary to confirm that the Collateral is subject to no other Liens
         in favor of any Persons (other than Permitted Liens);

                           (iii) all certificates and instruments representing
         the Pledged Collateral, stock transfer powers executed in blank as the
         Collateral Agent or the Banks may specify;

                           (iv) evidence that all other actions necessary or, in
         the opinion of the Collateral Agent or the Banks, desirable to perfect
         and protect the first priority security interest created by the
         Collateral Documents have been taken;

                           (v) funds sufficient to pay any filing or recording
         tax or fee in connection with any and all UCC-1 financing statements;

                           (vi) evidence that the Collateral Agent has been
         named as loss payee under all policies of casualty insurance, and as
         additional insured under all policies of liability insurance;

                           (vii) such consents, estoppels, subordination
         agreements and other documents and instruments executed by landlords,
         tenants and other Persons party to material contracts relating to any
         Collateral as to which the Agent shall be granted a Lien for the
         benefit of the Banks, as requested by the Agent or any Bank; and

                           (viii) evidence that all other actions necessary or,
         in the opinion of the Collateral Agent or the Banks, desirable to
         perfect and protect the first priority Lien created by the Collateral
         Documents, and to enhance the Collateral Agent's ability to preserve
         and protect its interests in and access to the Collateral, have been
         taken;

                  (i) SUTCLIFFE ACQUISITION. (a) On or prior to the Effective
Date, the Company shall have delivered to the Agent a fully executed copy of the
purchase agreement between the Company and Sutcliffe with respect to the
Sutcliffe Acquisition, certified as true and correct by a Responsible Officer,
which purchase agreement shall be in form and substance reasonably satisfactory
to the Banks.


                                      -57-
<PAGE>   58


                  (b) On or prior to the Closing Date, the Company shall have
delivered to the Agent (x) all Sutcliffe Acquisition Documents, certified as
true and correct by a Responsible Officer, all of which Sutcliffe Acquisition
Documents shall be in form and substance reasonably satisfactory to the Banks
and each of the conditions precedent to the Company's obligations to consummate
the Sutcliffe Acquisition shall have been satisfied (without any waiver thereto
not agreed to by the Banks) to the reasonable satisfaction of the Agent and (y)
a certificate executed by a Responsible Officer stating that there has occurred
since March 31, 1998, no event or circumstance that has resulted or could
reasonably be expected to result in a Material Adverse Effect of the type
described in CLAUSE (a) of the definition thereof with respect to Sutcliffe. The
Sutcliffe Acquisition shall have been consummated in substantial compliance with
the terms of the Sutcliffe Acquisition Documents and all applicable laws.

                  (j) PRO FORMA BALANCE SHEET. On or prior to the Closing Date,
a pro forma consolidated balance sheet of the Company and its Subsidiaries,
after giving effect to the Sutcliffe Acquisition and the related financing
thereof, together with a Compliance Certificate executed by a Responsible
Officer, demonstrating compliance by the Company with SECTIONS 8.15, 8.16, 8.17,
8.18 and 8.19 as of the Closing Date (after giving effect to the Sutcliffe
Acquisition and the related financing thereof), which pro forma balance sheet
and Compliance Certificate shall be in form and substance reasonably acceptable
to the Agent.

                  (k) SOLVENCY CERTIFICATE. A written solvency certificate from
the chief financial officer of the Company in form and content satisfactory to
the Banks, dated the Closing Date, with respect to the value, Solvency and other
factual information of, or relating to, as the case may be, Company, after
giving effect to the Borrowing.

                  (l) APPLICABLE MARGIN CERTIFICATE. On or prior to the Closing
Date, the Company shall have delivered to the Agent a certificate, executed by a
Responsible Officer, delineating the Applicable Margin after giving pro forma
effect to the Loans to be incurred on the Closing Date and the consummation of
the Sutcliffe Acquisition, the form and substance of such certificate to be
reasonably satisfactory to the Agent.

                  (m) OTHER DOCUMENTS. Such other approvals, opinions, documents
or materials as the Agent or any Bank may request.

         5.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each Bank
to make any Loan to be made by it (including its initial Loan) or to continue or
convert any Loan under SECTION 2.06 and the obligation of the Issuing Bank to
Issue any Letter of Credit (including the initial Letter of Credit) is subject
to the satisfaction of the following conditions precedent on the relevant
Borrowing Date or Issuance Date:

                  (a) NOTICE, APPLICATION. The Agent shall have received (with,
in the case of the initial Loans only, a copy for each Bank) a Notice of
Borrowing (or equivalent notice pursuant to SECTION 2.05 with respect to Swing
Line Loans) or, in the case of any Issuance of any Letter of Credit, the Issuing
Bank and the Agent shall have received an L/C Application or L/C Amendment
Application, as required under SECTION 3.02;



                                      -58-
<PAGE>   59


                  (b) CONTINUATION OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties in ARTICLE VI shall be true and correct on and as
of such Borrowing Date, Special Funding Date or Issuance Date with the same
effect as if made on and as of such Borrowing Date, Special Funding Date or
Issuance Date (except to the extent such representations and warranties
expressly refer to an earlier date, in which case they shall be true and correct
as of such earlier date); and

                  (c) NO EXISTING DEFAULT. No Default or Event of Default shall
exist or shall result from such Borrowing or continuation or conversion or
Issuance.

Each Notice of Borrowing, L/C Application or L/C Amendment Application submitted
by the Company hereunder shall constitute a representation and warranty by the
Company hereunder, as of the date of each such notice and as of each Borrowing
Date, Special Funding Date or Issuance Date, as applicable, that the conditions
in this SECTION 5.02 are satisfied.

         5.03 CONDITIONS TO SPECIAL FUNDING LOANS. The obligation of each Bank
to make any Special Funding Loan to be made by it is subject to the following
conditions precedent on the Special Funding Date:

                  (a) EFFECTIVE DATE. The Effective Date shall have occurred.

                  (b) SPECIAL FUNDING PROCEDURE LETTER. On or prior to the
Special Funding Date, each Bank shall have executed and delivered the Special
Funding Procedure Letter to the Agent.

                  (c) SPECIAL FUNDING ACCOUNT. On or prior to the Special
Funding Date, the Company shall have established the Special Funding Account,
and shall have granted to the Collateral Agent, for the benefit of itself and
the Banks, a first priority security interest in the Special Funding Account and
any and all funds from time to time on deposit therein. On or prior to the
Special Funding Date, the Collateral Agent shall have received evidence that all
actions necessary or, in the opinion of the Collateral Agent, desirable to
perfect and protect a first priority Lien in the Special Funding Account and on
all funds on deposit therein have been taken.

                  (d) NO LITIGATION. There shall exist on the Special Funding
Date no judgment, order, injunction or other restraint issued or filed with
respect to (i) any Sutcliffe Acquisition Document or the consummation of the
Sutcliffe Acquisition, (ii) the Special Funding Account or any funds on deposit
therein, (iii) the making of Special Funding Loans or (iv) this Agreement or any
other Loan Document.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

         The Company represents and warrants to the Agent and each Bank that:

         6.01 CORPORATE EXISTENCE AND POWER. The Company and each of its
Subsidiaries:



                                      -59-
<PAGE>   60


                  (a) is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation;

                  (b) has the power and authority and all governmental licenses,
authorizations, consents and approvals to own its assets, carry on its business
and to execute, deliver, and perform its obligations under the Loan Documents;

                  (c) is duly qualified as a foreign corporation and is licensed
and in good standing under the laws of each jurisdiction where its ownership,
lease or operation of property or the conduct of its business requires such
qualification or license; and

                  (d) is in compliance with all Requirements of Law; except, in
each case referred to in clause (c) or clause (d), to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect.

         6.02 CORPORATE AUTHORIZATION; NO CONTRAVENTION. The execution, delivery
and performance by the Company and its Subsidiaries of this Agreement and each
other Loan Document to which such Person is party, have been duly authorized by
all necessary corporate action, and do not and will not:

                  (a) contravene the terms of any of such Person's Organization
Documents;

                  (b) conflict with or result in any breach or contravention of,
or the creation of any Lien under, any document evidencing any Contractual
Obligation to which such Person is a party or any order, injunction, writ or
decree of any Governmental Authority to which such Person or its property is
subject; or

                  (c) violate any Requirement of Law.

         6.03 GOVERNMENTAL AUTHORIZATION. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Company or
any of its Subsidiaries of the Agreement or any other Loan Document.

         6.04 BINDING EFFECT. This Agreement and each other Loan Document to
which the Company or any of its Subsidiaries is a party constitute the legal,
valid and binding obligations of the Company and any of its Subsidiaries to the
extent it is a party thereto, enforceable against such Person in accordance with
their respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability.

         6.05 LITIGATION. There are no actions, suits, proceedings, claims or
disputes pending, or to the best knowledge of the Company, threatened or
contemplated, at law, in equity, in arbitration or before any Governmental
Authority, against the Company, or its Subsidiaries or any of their respective
properties which: (a) purport to affect or pertain to this Agreement or any
other Loan Document, or any of the transactions contemplated hereby or thereby;
or (b) if



                                      -60-
<PAGE>   61


determined adversely to the Company or its Subsidiaries, would reasonably be
expected to have a Material Adverse Effect. No injunction, writ, temporary
restraining order or any order of any nature has been issued by any court or
other Governmental Authority purporting to enjoin or restrain the execution,
delivery or performance of this Agreement or any other Loan Document, or
directing that the transactions provided for herein or therein not be
consummated as herein or therein provided.

         6.06 NO DEFAULT. No Default or Event of Default exists or would result
from the incurring of any Obligations by the Company. As of the Closing Date,
neither the Company nor any Subsidiary is in default under or with respect to
any Contractual Obligation in any respect which, individually or together with
all such defaults, could reasonably be expected to have a Material Adverse
Effect, or that would, if such default had occurred after the Closing Date,
create an Event of Default under SECTION 9.01(e).

         6.07  ERISA COMPLIANCE.

                  (a) Each Plan is in compliance in all material respects with
the applicable provisions of ERISA, the Code and other federal or state law.
Each Plan which is intended to qualify under Section 401(a) of the Code has
received a favorable determination letter from the IRS and to the best knowledge
of the Company, nothing has occurred which would cause the loss of such
qualification. The Company and each ERISA Affiliate has made all required
contributions to any Plan subject to Section 412 of the Code, and no application
for a funding waiver or an extension of any amortization period pursuant to
Section 412 of the Code has been made with respect to any Plan.

                  (b) There are no pending or, to the best knowledge of Company,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan which has resulted or could reasonably be expected to
result in a Material Adverse Effect. There has been no prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan which
has resulted or could reasonably be expected to result in a Material Adverse
Effect.

                  (c) (i) No ERISA Event has occurred or is reasonably expected
to occur; (ii) neither the Company nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability to the PBGC under Title IV of ERISA
with respect to any Pension Plan (other than premiums due and not delinquent
under Section 4007 of ERISA); (iii) neither the Company nor any ERISA Affiliate
has incurred, or reasonably expects to incur, any liability (and no event has
occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Section 4201 or 4243 of ERISA with respect to a
Multiemployer Plan; and (iv) neither the Company nor any ERISA Affiliate has
engaged in a transaction that could be subject to Section 4069 or 4212(c) of
ERISA.

         6.08 USE OF PROCEEDS; MARGIN REGULATIONS. The proceeds of the Loans are
to be used solely for the purposes set forth in and permitted by Section 7.12
and Section 8.07. Neither the Company nor any Subsidiary is generally engaged in
the business of purchasing or selling Margin Stock or extending credit for the
purpose of purchasing or carrying Margin Stock.



                                      -61-
<PAGE>   62


         6.09 TITLE TO PROPERTIES. The Company and each Subsidiary have good
record and marketable title in fee simple to, or valid leasehold interests in,
all real property necessary or used in the ordinary conduct of their respective
businesses, except for such defects in title as could not, individually or in
the aggregate, have a Material Adverse Effect. As of the Closing Date, the
property of the Company and its Subsidiaries is subject to no Liens, other than
Permitted Liens.

         6.10 TAXES. The Company and its Subsidiaries have filed all Federal and
other material tax returns and reports required to be filed, and have paid all
Federal and other material taxes, assessments, fees and other governmental
charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith
by appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP. There is no proposed tax assessment against the Company or
any Subsidiary that would, if made, have a Material Adverse Effect.

         6.11 FINANCIAL CONDITION. (a) The (x) audited consolidated financial
statements of the Company and its Subsidiaries dated September 30, 1997 and (y)
the unaudited consolidated financial statements of the Company and its
Subsidiaries dated, March 31, 1998, in each case including the related
consolidated statements of income or operations, shareholders' equity and cash
flows for the period ended on that date:

                           (i) were prepared in accordance with GAAP
         consistently applied throughout the period covered thereby, except as
         otherwise expressly noted therein (subject to ordinary, good faith year
         end audit adjustments);

                           (ii) fairly present the financial condition of the
         Company and its Subsidiaries as of the date thereof and results of
         operations for the period covered thereby; and

                           (iii) except as specifically disclosed in SCHEDULE
         6.11, show all material indebtedness and other liabilities, direct or
         contingent, of the Company and its consolidated Subsidiaries as of the
         date thereof, including liabilities for taxes, material commitments and
         Contingent Obligations.

                  (b) Since September 30, 1997, there has been no Material
Adverse Effect.

         6.12  ENVIRONMENTAL MATTERS.

                  (a) The on-going operations of the Company and each of its
Subsidiaries comply in all respects with all Environmental Laws, except such
non-compliance which would not (if enforced in accordance with applicable law)
result in liability in excess of $1,000,000 in the aggregate.

                  (b) The Company and each of its Subsidiaries have obtained all
licenses, permits, authorizations and registrations required under any
Environmental Law ("Environmental Permits") and necessary for their respective
ordinary course operations, all such



                                      -62-
<PAGE>   63


Environmental Permits are in good standing, and the Company and each of its
Subsidiaries are in compliance with all material terms and conditions of such
Environmental Permits.

                  (c) None of the Company, any of its Subsidiaries or any of
their respective present Property or operations, is subject to any outstanding
written order from or agreement with any Governmental Authority, nor subject to
any judicial or docketed administrative proceeding, respecting any Environmental
Law, Environmental Claim or Hazardous Material.

                  (d) There are no Hazardous Materials or other conditions or
circumstances existing with respect to any Property, or arising from operations
prior to the Closing Date, of the Company or any of its Subsidiaries that would
reasonably be expected to give rise to Environmental Claims with a potential
liability of the Company and its Subsidiaries in excess of $1,000,000 in the
aggregate for any such condition, circumstance or Property. In addition, (i)
neither the Company nor any of its Subsidiaries has any underground storage
tanks (x) that are not properly registered or permitted under applicable
Environmental Laws, or (y) that are leaking or disposing of Hazardous Materials
off-site, and (ii) the Company and its Subsidiaries have notified all of their
employees of the existence, if any, of any health hazard arising from the
conditions of their employment and have met all notification requirements under
Title III of CERCLA and all other Environmental Laws.

         6.13  COLLATERAL DOCUMENTS.

                  (a) The provisions of each of the Collateral Documents are
effective to create in favor of the Collateral Agent for the benefit of the
Banks, a legal, valid and enforceable first priority security interest in all
right, title and interest of the Company and its Subsidiaries in the collateral
described therein; and financing statements have been delivered to the
Collateral Agent on the Closing Date to be filed in the offices in all of the
jurisdictions listed in the schedule to the Security Agreement, and each
Intellectual Property Assignment has been delivered to the Collateral Agent on
the Closing Date to be filed in the U.S. Patent and Trademark Office and the
U.S. Copyright Office.

                  (b) The provisions of each Pledge Agreement are effective to
create, in favor of the Collateral Agent for the benefit of the Banks, a legal,
valid and enforceable security interest in all of the collateral described
therein; and the Pledged Collateral was delivered to the Collateral Agent or its
nominee in accordance with the terms thereof. The Lien of each Pledge Agreement
constitutes a perfected, first priority security interest in all right, title
and interest of the Company or such Subsidiary, as the case may be, in the
Collateral described therein, prior and superior to all other Liens and
interests.

                  (c) All representations and warranties of the Company and any
of its Subsidiaries party thereto contained in the Collateral Documents are true
and correct.

         6.14 REGULATED ENTITIES. None of the Company nor any Subsidiary, is an
"Investment Company" within the meaning of the Investment Company Act of 1940.
The Company is not subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, any
state public utilities code, or any other Federal or state statute or regulation
limiting its ability to incur Indebtedness.



                                      -63-
<PAGE>   64


         6.15 NO BURDENSOME RESTRICTIONS. Neither the Company nor any Subsidiary
is a party to or bound by any Contractual Obligation, or subject to any
restriction in any Organization Document, or any Requirement of Law, which could
reasonably be expected to have a Material Adverse Effect.

         6.16 SOLVENCY. The Company and each of its Subsidiaries are Solvent.

         6.17 LABOR RELATIONS. There are no strikes, lockouts or other labor
disputes against the Company or any of its Subsidiaries, or, to the best of the
Company's knowledge, threatened against or affecting the Company or any of its
Subsidiaries, and no significant unfair labor practice complaint is pending
against the Company or any of its Subsidiaries or, to the best knowledge of the
Company, threatened against any of them before any Governmental Authority.

         6.18 COPYRIGHTS, PATENTS, TRADEMARKS AND LICENSES, ETC. The Company or
its Subsidiaries own or are licensed or otherwise have the right to use all of
the patents, trademarks, service marks, trade names, copyrights, contractual
franchises, authorizations and other rights that are reasonably necessary for
the operation of their respective businesses, without conflict with the rights
of any other Person. To the best knowledge of the Company, no slogan or other
advertising device, product, process, method, substance, part or other material
now employed, or now contemplated to be employed, by the Company or any
Subsidiary infringes upon any rights held by any other Person. No claim or
litigation regarding any of the foregoing is pending or threatened, and no
patent, invention, device, application, principle or any statute, law, rule,
regulation, standard or code is pending or, to the knowledge of the Company,
proposed, which, in either case, could reasonably be expected to have a Material
Adverse Effect.

         6.19 SUBSIDIARIES. As of the Closing Date and after giving effect to
the Sutcliffe Acquisition, the Company has no Subsidiaries other than those
specifically disclosed in part (a) of SCHEDULE 6.19 hereto and has no equity
investments in any other corporation or entity other than those specifically
disclosed in part (b) of SCHEDULE 6.19.

         6.20 BROKER'S; TRANSACTION FEES. Neither the Company nor any of its
Subsidiaries has any obligation to any Person in respect of any finder's,
broker's or investment banker's fee in connection with the transactions
contemplated hereby.

         6.21 INSURANCE. The properties of the Company and its Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of the Company, in such amounts, with such deductibles and covering such risks
as are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Company or such Subsidiary operates.

         6.22 SWAP OBLIGATIONS. Neither the Company nor any of its Subsidiaries
has incurred any outstanding obligations under any Swap Contracts, other than
Permitted Swap Obligations. The Company has undertaken its own independent
assessment of its consolidated assets, liabilities and commitments and has
considered appropriate means of mitigating and managing risks associated with
such matters and has not relied on any swap counterparty or any Affiliate of any
swap counterparty in determining whether to enter into any Swap Contract.



                                      -64-
<PAGE>   65


         6.23 FULL DISCLOSURE. None of the representations or warranties made by
the Company or any Subsidiary in the Loan Documents as of the date such
representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate furnished
by or on behalf of the Company or any Subsidiary in connection with the Loan
Documents (including the offering and disclosure materials delivered by or on
behalf of the Company to the Banks prior to the Closing Date), contains any
untrue statement of a material fact or omits any material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances under which they are made, not misleading as of the time when made
or delivered.

         6.24 SUBORDINATION PROVISIONS. The subordination provisions contained
in all notes, debentures and other instruments entered into or issued in respect
of Subordinated Debt and Permitted Seller Debt are enforceable against the
issuer of the respective security and the holders thereof, and the Loans and all
other Obligations and all Permitted Foreign Subsidiary Indebtedness entitled to
the benefits of any Loan Document and any related guaranty are within the
definitions of "Senior Indebtedness", or other comparable definition, included
in such provisions.

         6.25 YEAR 2000 COMPLIANCE. The Company acknowledges that it has
received a copy of the brochure prepared by the Agent entitled "On Turning 00"
and that it has reviewed this material and is aware of the possible impact of
the year 2000 problem (that is, the risk that computer applications may not be
able to properly perform date sensitive functions after December 31, 1999) upon
its computer applications and ongoing business. The Company represents that any
corrective action necessary will be taken and that the Company believes the year
2000 problem will not result in a Material Adverse Effect.

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS
                              ---------------------

         On and after the Effective Date, so long as any Bank shall have any
Commitment hereunder, or any Loan or other Obligation shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, unless the
Majority Banks waive compliance in writing:

         7.01 FINANCIAL STATEMENTS. The Company shall deliver to the Agent, in
form and detail satisfactory to the Agent and the Majority Banks, with
sufficient copies for the Agent and each Bank:

                  (a) as soon as available, but not later than 90 days after the
end of each fiscal year, a copy of the audited consolidated and consolidating
balance sheet of the Company and its Subsidiaries as at the end of such year and
the related consolidated and consolidating statements of income or operations,
shareholders' equity and cash flows for such year, setting forth in each case in
comparative form the figures for the previous fiscal year, and accompanied by
the opinion of Ernst & Young LLP or another nationally-recognized independent
public accounting firm ("INDEPENDENT AUDITOR") which report shall state that
such consolidated financial statements



                                      -65-
<PAGE>   66


present fairly the financial position for the periods indicated in conformity
with GAAP applied on a basis consistent with prior years. Such opinion shall not
be qualified or limited because of a restricted or limited examination by the
Independent Auditor of any material portion of the Company's or any Subsidiary's
records; and

                  (b) as soon as available, but not later than 45 days after the
end of each of the first three fiscal quarters of each fiscal year, a copy of
the unaudited consolidated and consolidating balance sheet of the Company and
its Subsidiaries as of the end of such quarter and the related consolidated and
consolidating statements of income, shareholders' equity and cash flows for the
period commencing on the first day and ending on the last day of such quarter,
and certified by a Responsible Officer as fairly presenting, in accordance with
GAAP (subject to ordinary, good faith year-end audit adjustments), the financial
position and the results of operations of the Company and the Subsidiaries.

                  (c) as soon as available but no later than 30 days after the
end of each calendar month, a copy of the monthly financial information package
in the form attached as Exhibit A to the Third Amendment.

         7.02 CERTIFICATES; OTHER INFORMATION. The Company shall furnish to the
Agent, with sufficient copies for each Bank:

                  (a) concurrently with the delivery of the financial statements
referred to in SECTION 7.01(A), a certificate of the Independent Auditor stating
that in making the examination necessary therefor no knowledge was obtained of
any Default or Event of Default, except as specified in such certificate;

                  (b) concurrently with the delivery of the financial statements
referred to in SECTIONS 7.01(A) and (B), a Compliance Certificate executed by a
Responsible Officer;

                  (c) promptly, copies of all financial statements and reports
that the Company sends to its shareholders, and copies of all financial
statements and regular, periodical or special reports (including Forms 10K, 10Q
and 8K) that the Company or any Subsidiary may make to, or file with, the SEC;

                  (d) as soon as available, but in any event not later than the
30th day prior to the end of each fiscal year, a copy of the plan and forecast
(including a projected consolidated and consolidating balance sheet, income
statement and cash flow statement) of the Company and its Subsidiaries for the
next fiscal year;

                  (e) within 30 days after each anniversary of the Closing Date,
new insurance certificates satisfying the requirements of SECTION 5.01(H)(VI);
and

                  (f) promptly, such additional information regarding the
business, financial or corporate affairs of the Company or any Subsidiary as the
Agent, at the request of any Bank, may from time to time request.



                                      -66-
<PAGE>   67


         7.03 NOTICES. The Company shall promptly notify the Agent and each
Bank:

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

                  (b) of any matter that has resulted or may reasonably be
expected to result in a Material Adverse Effect, including (i) breach or
non-performance of, or any default under, a Contractual Obligation of the
Company or any Subsidiary; (ii) any dispute, litigation, investigation,
proceeding or suspension between the Company or any Subsidiary and any
Governmental Authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting the Company or any
Subsidiary; including pursuant to any applicable Environmental Laws;

                  (c) of the occurrence of any of the following events affecting
the Company or any ERISA Affiliate (but in no event more than 10 days after such
event), and deliver to the Agent and each Bank a copy of any notice with respect
to such event that is filed with a Governmental Authority and any notice
delivered by a Governmental Authority to the Company or any ERISA Affiliate with
respect to such event:

                           (i) an ERISA Event;

                           (ii) a material increase in the Unfunded Pension
         Liability of any Pension Plan;

                           (iii) the adoption of, or the commencement of
         contributions to, any Plan subject to Section 412 of the Code by the
         Company or any ERISA Affiliate; or

                           (iv) the adoption of any amendment to a Plan subject
         to Section 412 of the Code, if such amendment results in a material
         increase in contributions or Unfunded Pension Liability.

                  (d) of (i) the opening by the Company or any Subsidiary of any
new bank account or (ii) any material change in accounting policies or financial
reporting practices by the Company or any of its consolidated Subsidiaries; and


                  (e) upon the request from time to time of the Agent, the Swap
Termination Values, together with a description of the method by which such
values were determined, relating to any then-outstanding Swap Contracts to which
the Company or any of its Subsidiaries is party.

                  Each notice under this Section shall be accompanied by a
written statement by a Responsible Officer setting forth details of the
occurrence referred to therein, and stating what action the Company or any
affected Subsidiary proposes to take with respect thereto and at what time. Each
notice under SECTION 7.03(a) shall describe with particularity any and all
clauses or provisions of this Agreement or other Loan Document that have been
(or foreseeably will be) breached or violated.



                                      -67-
<PAGE>   68


         7.04 PRESERVATION OF CORPORATE EXISTENCE, ETC. The Company shall, and
shall cause each Subsidiary to:

                  (a) preserve and maintain in full force and effect its
corporate existence and good standing under the laws of its state or
jurisdiction of incorporation;

                  (b) preserve and maintain in full force and effect all
governmental rights, privileges, qualifications, permits, licenses and
franchises necessary or desirable in the normal conduct of its business, except
in connection with transactions permitted by SECTION 8.03 and sales of assets
permitted by SECTION 8.02;

                  (c) use reasonable efforts, in the ordinary course of
business, to preserve its business organization and goodwill; and

                  (d) preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which could
reasonably be expected to have a Material Adverse Effect.

         7.05 MAINTENANCE OF PROPERTY. The Company shall maintain, and shall
cause each Subsidiary to maintain, and preserve all its property which is used
or useful in its business in good working order and condition, ordinary wear and
tear excepted and make all necessary repairs thereto and renewals and
replacements thereof.

         7.06 INSURANCE. The Company shall maintain, and shall cause each
Subsidiary to maintain, with financially sound and reputable independent
insurers, insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same
or similar business, of such types and in such amounts as are customarily
carried under similar circumstances by such other Persons.

         7.07 PAYMENT OF OBLIGATIONS. The Company shall, and shall cause each
Subsidiary to, pay and discharge as the same shall become due and payable, all
their respective obligations and liabilities, including:

                  (a) all tax liabilities, assessments and governmental charges
or levies upon it or its properties or assets, unless the same are being
contested in good faith by appropriate proceedings and adequate reserves in
accordance with GAAP are being maintained by the Company or such Subsidiary;

                  (b) all lawful claims which, if unpaid, would by law become a
Lien (other than a Permitted Lien) upon its property; and

                  (c) all indebtedness, as and when due and payable, but subject
to any subordination provisions contained in any instrument or agreement
evidencing such Indebtedness.



                                      -68-
<PAGE>   69


         7.08 COMPLIANCE WITH LAWS. The Company shall comply, and shall cause
each Subsidiary to comply, in all material respects with all Requirements of Law
of any Governmental Authority having jurisdiction over it or its business
(including the Federal Fair Labor Standards Act), except such as may be
contested in good faith or as to which a bona fide dispute may exist.

         7.09 COMPLIANCE WITH ERISA. The Company shall, and shall cause each of
its ERISA Affiliates to: (a) maintain each Plan in compliance in all material
respects with the applicable provisions of ERISA, the Code and other federal or
state law; (b) cause each Plan which is qualified under Section 401(a) of the
Code to maintain such qualification unless such Plan is terminated; and (c) make
all required contributions to any Plan subject to Section 412 of the Code.

         7.10 INSPECTION OF PROPERTY AND BOOKS AND RECORDS. The Company shall
maintain and shall cause each Subsidiary to maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Company and such Subsidiary. The
Company shall permit, and shall cause each Subsidiary to permit, representatives
and independent contractors of the Agent or any Bank to visit and inspect any of
their respective properties, to examine their respective corporate, financial
and operating records, and make copies thereof or abstracts therefrom, and to
discuss their respective affairs, finances and accounts with their respective
directors, officers, and independent public accountants, all at the expense of
the Company and at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the
Company; PROVIDED, HOWEVER, when an Event of Default exists the Agent or any
Bank may do any of the foregoing at the expense of the Company at any time
during normal business hours and without advance notice.

         7.11 ENVIRONMENTAL LAWS. The Company shall, and shall cause each
Subsidiary to, conduct its operations and keep and maintain its property in
compliance with all Environmental Laws.

         7.12 USE OF PROCEEDS. The Company shall use the proceeds of the
Revolving Loans and Swing Line Loans for working capital and other general
corporate purposes, other than for the purpose of financing a hostile
Acquisition, the proceeds of Revolving Loans and Term Loans to consummate the
Sutcliffe Acquisition, for the refinancing of certain Indebtedness in connection
with the Sutcliffe Acquisition and the payment of fees and expenses relating
thereto, and the proceeds of Special Funding Loans for the purpose of funding
the Special Funding Account, in each case not in contravention of any
Requirement of Law or of any Loan Document.

         7.13 SOLVENCY. The Company shall at all times be, and shall cause each
of its Subsidiaries to be, Solvent.

         7.14  FURTHER ASSURANCES.

                  (a) The Company shall ensure that all written information,
exhibits and reports furnished to the Agent or the Banks do not and will not
contain any untrue statement of a



                                      -69-
<PAGE>   70


material fact and do not and will not omit to state any material fact or any
fact necessary to make the statements contained therein not misleading in light
of the circumstances in which made, and will promptly disclose to the Agent and
the Banks and correct any defect or error that may be discovered therein or in
any Loan Document or in the execution, acknowledgment or recordation thereof.

                  (b) Promptly upon request the Agent or the Majority Banks, the
Company shall (and shall cause any of its Subsidiaries to) do, execute,
acknowledge, deliver, record, re-record, file, re-file, register and
re-register, any and all such further acts, deeds, conveyances, security
agreements, mortgages, assignments, estoppel certificates, financing statements
and continuations thereof, termination statements, notices of assignment,
transfers, certificates, assurances and other instruments the Agent or such
Banks, as the case may be, may reasonably require from time to time in order (i)
to carry out more effectively the purposes of this Agreement or any other Loan
Document, (ii) to subject any of the properties, rights or interests covered by
any of the Collateral Documents to the Liens created by any of the Collateral
Documents, (iii) to perfect and maintain the validity, effectiveness and
priority of any of the Collateral Documents and the Liens intended to be created
thereby, and (iv) to better assure, convey, grant, assign, transfer, preserve,
protect and confirm to the Collateral Agent and Banks the rights granted or now
or hereafter intended to be granted to the Collateral Agent and the Banks under
any Loan Document or under any other document executed in connection therewith.

         7.15 FOREIGN SUBSIDIARIES SECURITY. If following a change in the
relevant sections of the Code, the regulations and rules promulgated thereunder
and any rulings issued thereunder and at the request of the Agent or the
Majority Banks, counsel for the Company acceptable to the Agent and the Majority
Banks does not within 30 days after such request deliver evidence satisfactory
to the Agent, with respect to any Foreign Subsidiary which is a Wholly-Owned
Subsidiary of the Company, that (i) a pledge of 66-(% or more of the total
combined voting power of all classes of capital stock of such Foreign Subsidiary
entitled to vote, (ii) the entering into by such Foreign Subsidiary of a
guaranty in substantially the form of the Guaranty or (iii) the entering into by
such Foreign Subsidiary of a security agreement in substantially the form of the
Security Agreement, in either case would cause the earnings of such Foreign
Subsidiary to be treated as a deemed dividend to such Foreign Subsidiary's
United States parent or would otherwise violate a material applicable law, then
in the case of a failure to deliver the evidence described in clause (i) above,
that portion of such Foreign Subsidiary's outstanding capital stock not
theretofore pledged pursuant to the Pledge Agreement shall be pledged to the
Collateral Agent for the benefit of the Banks pursuant to the Pledge Agreement
(or another pledge agreement in substantially similar form, if needed), (ii) in
the case of a failure to deliver the evidence described in clause (ii) above,
such Foreign Subsidiary shall execute and deliver a guaranty of the Obligations
of the Company under the Loan Documents and (iii) in the case of a failure to
deliver the evidence described in clause (iii) above, such Foreign Subsidiary
shall execute and deliver a security agreement granting the Collateral Agent for
the benefit of the Banks a security interest in all of such Foreign Subsidiary's
assets, in each case with all documents delivered pursuant to this SECTION 7.15
to be in form and substance satisfactory to the Agent and the Majority Banks.



                                      -70-
<PAGE>   71


                                  ARTICLE VIII

                               NEGATIVE COVENANTS
                               ------------------

         On and after the Closing Date, so long as any Bank shall have any
Commitment hereunder, or any Loan or other Obligation shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, unless the
Majority Banks waive compliance in writing:

         8.01 LIMITATION ON LIENS. The Company shall not, and shall not suffer
or permit any Subsidiary to, directly or indirectly, make, create, incur, assume
or suffer to exist any Lien upon or with respect to any part of its property,
whether now owned or hereafter acquired, other than the following ("PERMITTED
LIENS"):

                  (a) any Lien existing on property of the Company or any
Subsidiary on the Effective Date and set forth in SCHEDULE 8.01 (as such
Schedule is updated pursuant to the bring down certificate of a Responsible
Officer pursuant to SECTION 5.01(g) in form and substance acceptable to the
Banks) securing Indebtedness outstanding on such date;

                  (b) any Lien created under any Loan Document;

                  (c) Liens for taxes, fees, assessments or other governmental
charges which are not delinquent or remain payable without penalty, or to the
extent that non-payment thereof is permitted by Section 7.07, provided that no
notice of lien has been filed or recorded under the Code;

                  (d) carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar Liens arising in the ordinary course
of business which are not delinquent or remain payable without penalty or which
are being contested in good faith and by appropriate proceedings, which
proceedings have the effect of preventing the forfeiture or sale of the property
subject thereto;

                  (e) Liens (other than any Lien imposed by ERISA) consisting of
pledges or deposits required in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other social security
legislation;

                  (f) Liens on the property of the Company or its Subsidiary
securing (i) the non-delinquent performance of bids, trade contracts (other than
for borrowed money), leases, statutory obligations, (ii) contingent obligations
on surety and appeal bonds, and (iii) other non-delinquent obligations of a like
nature; in each case, incurred in the ordinary course of business, provided all
such Liens in the aggregate would not (even if enforced) cause a Material
Adverse Effect;

                  (g) Liens consisting of judgment or judicial attachment liens,
provided that the enforcement of such Liens is effectively stayed and all such
liens in the aggregate at any time outstanding for the Company and its
Subsidiaries do not exceed $1,000,000;


                                      -71-
<PAGE>   72


                  (h) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the property subject thereto or interfere
with the ordinary conduct of the businesses of the Company and its Subsidiaries;

                  (i) Liens on assets of corporations which become Subsidiaries
after the date of this Agreement, PROVIDED, HOWEVER, that such Liens existed at
the time the respective corporations became Subsidiaries and were not created in
anticipation thereof and do not in the aggregate at any time outstanding exceed
$1,000,000;

                  (j) purchase money security interests on any property acquired
or held by the Company or its Subsidiaries in the ordinary course of business,
securing Indebtedness incurred or assumed for the purpose of financing all or
any part of the cost of acquiring such property; PROVIDED THAT (i) any such Lien
attaches to such property concurrently with or within 20 days after the
acquisition thereof, (ii) such Lien attaches solely to the property so acquired
in such transaction and (iii) the principal amount of the Indebtedness secured
by any and all such purchase money security interests shall not at any time
exceed, together with Indebtedness permitted under Section 8.05(d), $1,000,000;

                  (k) Liens securing Capital Lease Obligations on assets subject
to such Capital Leases, provided that such Capital Leases are otherwise
permitted under SECTION 8.10(c); and

                  (l) Liens arising solely by virtue of any statutory or common
law provision relating to banker's liens, rights of set-off or similar rights
and remedies as to deposit accounts or other funds maintained with a creditor
depository institution; PROVIDED THAT (i) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against
access by the Company in excess of those set forth by regulations promulgated by
the FRB, and (ii) such deposit account is not intended by the Company or any
Subsidiary to provide collateral to the depository institution; and

                  (m) Liens on the assets of Bioclear Technology, ULC securing
its obligations with respect to the Bioclear Debt.

         8.02 DISPOSITION OF ASSETS. The Company shall not, and shall not suffer
or permit any Subsidiary to, directly or indirectly, sell, assign, lease,
convey, transfer or otherwise dispose of (whether in one or a series of
transactions) any property (including accounts and notes receivable, with or
without recourse) or enter into any agreement to do any of the foregoing,
except:

                  (a) dispositions of inventory, or used, worn-out or surplus
equipment (including, without limitation, demonstration or pilot plants), all in
the ordinary course of business;



                                      -72-
<PAGE>   73


                  (b) the sale of equipment to the extent that such equipment is
exchanged for credit against the purchase price of similar replacement
equipment, or the proceeds of such sale are reasonably promptly applied to the
purchase price of such replacement equipment; and

                  (c) dispositions of inventory and/or equipment by (i) the
Company or any Guarantor to the Company or any Guarantor pursuant to reasonable
business requirements and (ii) other assets of the Company or any Subsidiary to
any Foreign Subsidiary in an aggregate amount for all such dispositions after
the date of this Agreement not to exceed $1,000,000; and

                  (d) each Specified Disposition pursuant to documentation in
form and substance satisfactory to the Agent.

         8.03 CONSOLIDATIONS AND MERGERS. The Company shall not, and shall not
suffer or permit any Subsidiary to, merge, consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions all or substantially all of its assets whether now owned
or hereafter acquired) to or in favor of any Person, except:

                  (a) any Domestic Subsidiary may merge with the Company,
provided that the Company shall be the continuing or surviving corporation, or
with any one or more Subsidiaries, provided that if any transaction shall be
between a Domestic Subsidiary and a Wholly-Owned Domestic Subsidiary, the
Wholly-Owned Domestic Subsidiary shall be the continuing or surviving
corporation;

                  (b) any Domestic Subsidiary may sell all or substantially all
of its assets (upon voluntary liquidation or otherwise), to the Company or
another Wholly-Owned Domestic Subsidiary;

                  (c) any Foreign Subsidiary may be merged with and into, or be
dissolved or liquidated into, or transfer any of its assets to , any Foreign
Subsidiary so long as in each case at least 65% of the total combined voting
power of all classes of capital stock of all first-tier Foreign Subsidiaries are
pledged pursuant to the Pledge Agreement.

                  (d) the assets of any Foreign Subsidiary may be transferred to
the Company or any of its Domestic Subsidiaries, and any Foreign Subsidiary may
be merged with and into, or be dissolved or liquidated into, the Company or any
of its Domestic Subsidiaries so long as the Company or such Domestic Subsidiary
is the surviving corporation of any such merger, dissolution or liquidation.

         8.04 LOANS AND INVESTMENTS. The Company shall not purchase or acquire,
or suffer or permit any Subsidiary to purchase or acquire, or make any
commitment therefor, any capital stock, equity interest, or any obligations or
other securities of, or any interest in, any Person, or make or commit to make
any Acquisitions, or make or commit to make any advance, loan, extension of
credit or capital contribution to or any other investment in, any Person
including any Affiliate of the Company (together, "INVESTMENTS"), except for:


                                      -73-
<PAGE>   74


                  (a) Investments held by the Company or Subsidiary in the form
of Cash Equivalents; provided, HOWEVER, that bank deposits in the ordinary
course of business (excluding amounts in payroll accounts or for accounts
payable, in each case to the extent that checks have been issued to third
parties) held with any bank or financial institution not a Bank shall not at any
time exceed (x) in the case of such deposits with any single bank, $100,000 for
three consecutive Business Days and (y) in the case of all such deposits,
$1,000,000 for three consecutive Business Days;

                  (b) extensions of credit in the nature of accounts receivable
or notes receivable arising from the sale or lease of goods or services in the
ordinary course of business;

                  (c) extensions of credit by (i) the Company to any Guarantor
or by any Guarantor to another Guarantor or the Company and (ii) any
Wholly-Owned Foreign Subsidiary to another Wholly-Owned Foreign Subsidiary,
PROVIDED, that any extension of credit pursuant to this clause (c) (other than
as described in subclause (ii)) shall be evidenced by a promissory note, in form
and substance acceptable to the Agent, and such promissory note shall be
delivered to the Collateral Agent pursuant to the relevant Pledge Agreement;

                  (d) Investments, subject to SECTION 8.09, incurred in order to
consummate Acquisitions (other than the Sutcliffe Acquisition) otherwise
permitted herein, PROVIDED that (i) any such Acquisition the aggregate
consideration of which exceeds $7,500,000 shall not be permitted without the
prior written approval of the Majority Banks, PROVIDED, HOWEVER, that at any
time during which the Leverage Ratio of the Company is greater than 4.0:1.0 for
the immediately preceding 12 calendar months (taken as one accounting period),
no Acquisition shall be permitted without prior written approval of 100% of the
Banks, (ii) no Default or Event of Default is in existence both before and after
giving effect to such Acquisition, (iii) such Acquisition is undertaken in
accordance with all applicable Requirements of Law, and (iv) the prior,
effective written consent or approval to such Acquisition of the board of
directors or equivalent governing body of the acquiree is obtained;

                  (e) Investments constituting Permitted Swap Obligations or
payments or advances under Swap Contracts relating to Permitted Swap
Obligations;

                  (f) Investments existing as of the Effective Date and listed
on SCHEDULE 8.04 (as such Schedule is updated pursuant to the bring down
certificate of a Responsible Officer pursuant to SECTION 5.01(g) in form and
substance acceptable to the Banks);

                  (g) Investments (other than pursuant to SECTION 8.04(c)) made
by the Company after the date of this Agreement in any Guarantor;


                  (h) the Sutcliffe Acquisition, subject to compliance with all
conditions set forth in SECTIONS 5.01 and 5.02;



                                      -74-
<PAGE>   75


                  (i) Permitted Seller Debt, to the extent such Indebtedness is
         incurred or the obligation to pay such Indebtedness, if earned, was
         made on or prior to the Sixth Amendment Effectiveness Date; and

                  (j) Permitted Earn-Out Debt, to the extent such Indebtedness
         is incurred or the obligation to pay such Indebtedness, if earned, was
         made on or prior to the Sixth Amendment Effectiveness Date.

         8.05 LIMITATION ON INDEBTEDNESS. The Company shall not, and shall not
suffer or permit any Subsidiary to, create, incur, assume, suffer to exist, or
otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

                  (a) Indebtedness incurred pursuant to this Agreement;

                  (b) Indebtedness consisting of Contingent Obligations
permitted pursuant to SECTION 8.08;

                  (c) Indebtedness existing on the Effective Date and set forth
in SCHEDULE 8.05, (as such Schedule is updated pursuant to the bring down
certificate of a Responsible Officer pursuant to SECTION 5.01(g) in form and
substance acceptable to the Banks);

                  (d) other Indebtedness in an aggregate amount outstanding not
to exceed $2,000,000 (including Indebtedness secured by Liens permitted by
SECTION 8.01(i), and (j));

                  (e) Indebtedness incurred in connection with leases permitted
pursuant to SECTION 8.10;

                  (f) unsecured Indebtedness (or commitments relating thereto)
of any Foreign Subsidiary, PROVIDED that the aggregate amount of all such
Indebtedness outstanding shall not exceed the Dollar equivalent of $15,000,000
at any time (any such Indebtedness, "PERMITTED FOREIGN SUBSIDIARY
INDEBTEDNESS");

                  (g) subordinated Indebtedness of the Company in an aggregate
amount outstanding not to exceed $10,000,000, such Indebtedness to be on terms
and conditions satisfactory to the Agent, to the extent such Indebtedness is
incurred or the obligation to pay such Indebtedness, if earned, was made on or
prior to the Sixth Amendment Effectiveness Date;

                  (h) Indebtedness permitted to be incurred pursuant to SECTION
8.04(c);

                  (i) unsecured Indebtedness under seller notes containing terms
satisfactory to the Agent and fully subordinated to the Loans and the other
Obligations on terms satisfactory to the Agent (any such Indebtedness,
"PERMITTED SELLER DEBT"), to the extent such Indebtedness is incurred or the
obligation to pay such Indebtedness, if earned, was made on or prior to the
Sixth Amendment Effectiveness Date;



                                      -75-
<PAGE>   76


                  (j) Permitted Earn-Out Debt, to the extent such Indebtedness
is incurred or the obligation to pay such Indebtedness, if earned, was made on
or prior to the Sixth Amendment Effectiveness Date; and

                  (k) the Bioclear Debt.

         8.06 TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall not
suffer or permit any Subsidiary to, enter into any transaction with any
Affiliate of the Company, except upon fair and reasonable terms no less
favorable to the Company or such Subsidiary than would obtain in a comparable
arm's-length transaction with a Person not an Affiliate of the Company or such
Subsidiary.

         8.07 USE OF PROCEEDS. The Company shall not, and shall not suffer or
permit any Subsidiary to, use any portion of the Loan proceeds or any Letter of
Credit, directly or indirectly, (i) to purchase or carry Margin Stock, (ii) to
repay or otherwise refinance indebtedness of the Company or others incurred to
purchase or carry Margin Stock, (iii) to extend credit for the purpose of
purchasing or carrying any Margin Stock, or (iv) to acquire any security in any
transaction that is subject to Section 13 or 14 of the Exchange Act.

         8.08 CONTINGENT OBLIGATIONS. The Company shall not, and shall not
suffer or permit any Subsidiary to, create, incur, assume or suffer to exist any
Contingent Obligations except:

                  (a) endorsements for collection or deposit in the ordinary
course of business;

                  (b) Permitted Swap Obligations;

                  (c) Contingent Obligations of the Company and its Subsidiaries
existing as of the Effective Date and listed in SCHEDULE 8.08 (as such Schedule
is updated pursuant to the bring down certificate of a Responsible Officer
pursuant to SECTION 5.01(g) in form and substance acceptable to the Banks);

                  (d) Contingent Obligations of the Company with respect to
Permitted Foreign Subsidiary Indebtedness;

                  (e) Contingent Obligations of the Company arising under this
Agreement;

                  (f) Contingent Obligations of the Company with respect to
operating leases entered into by a Subsidiary of the Company; and

                  (g) Contingent Obligations of the Company with respect to the
performance of contractual obligations of a Subsidiary incurred in the ordinary
course of business.

         8.09 JOINT VENTURES. The Company shall not, and shall not suffer or
permit any Subsidiary to enter into any Joint Venture.



                                      -76-
<PAGE>   77


         8.10 LEASE OBLIGATIONS. The Company shall not, and shall not suffer or
permit any Subsidiary to, create or suffer to exist any obligations for the
payment of rent for any property under lease or agreement to lease, except for:

                  (a) leases of the Company and of Subsidiaries in existence on
the Closing Date and any renewal, extension or refinancing thereof;

                  (b) operating leases entered into by the Company or any
Subsidiary after the Closing Date in the ordinary course of business; PROVIDED
that the aggregate annual rental payments for all such operating leases shall
not exceed in any fiscal year $500,000; and

                  (c) Capital Leases other than those permitted under clause (a)
of this Section, entered into by the Company or any Subsidiary after the Closing
Date to finance the acquisition of equipment; PROVIDED that the aggregate
Capital Lease Obligations for all such Capital Leases shall not at any time
exceed $1,000,000.



                                      -77-
<PAGE>   78


         8.11  RESTRICTED PAYMENTS.

                  (a) The Company shall not, and shall not suffer or permit any
Subsidiary to, declare or make any dividend payment or other distribution of
assets, properties, cash, rights, obligations or securities on account of any
shares of any class of its capital stock, or purchase, redeem or otherwise
acquire for value any shares of its capital stock or any warrants, rights or
options to acquire such shares, now or hereafter outstanding, except that (i)
any Wholly-Owned Subsidiary may declare and make dividend payments or other
distributions to the Company or a Wholly-Owned Subsidiary of the Company and
(ii) so long as (x) no Default or Event of Default is in existence both before
and after giving effect to the declaration and payment of such dividend and (y)
either (i) no Term Loans remain outstanding or (ii) the Leverage Ratio as of the
end of the two fiscal quarters immediately preceding the date of the declaration
and payment of such dividend was less than 2.00:1.0, the Company may declare and
pay cash dividends, PROVIDED that, at the time it is declared, the aggregate
amount of such dividend, when added to all dividends theretofore declared and
paid pursuant to this clause (ii), shall not exceed an amount equal to 25% of
cumulative Net Income for the period from June 30, 1997 and ending on the last
day of the last fiscal quarter of the Company then ended.

                  (b) The Company shall not, and shall not permit any Subsidiary
to, make (or give any notice in respect or) any voluntary or optional payment or
prepayment on or redemption or acquisition for value of any Subordinated Debt
or, with respect to any Subordinated Debt incurred pursuant to SECTION 8.05(g),
any scheduled principal payment without the consent of the Banks; PROVIDED,
HOWEVER, that the Company may make a one time prepayment on any Subordinated
Debt in an aggregate amount up to $250,000.

         8.12 ERISA. The Company shall not, and shall not suffer or permit any
of its Subsidiaries to, (i) terminate any Plan subject to Title IV of ERISA so
as to result in any material (in the opinion of the Majority Banks) liability to
the Company or any ERISA Affiliate, (ii) permit to exist any ERISA Event or any
other event or condition, which presents the risk of a material (in the opinion
of the Majority Banks) liability to any member of the Controlled Group, (iii)
make a complete or partial withdrawal (within the meaning of ERISA Section 4201)
from any Multiemployer Plan so as to result in any material (in the opinion of
the Majority Banks) liability to the Company or any ERISA Affiliate or, (iv)
enter into any new Plan or modify any existing Plan so as to increase its
obligations thereunder which could result in any material (in the opinion of the
Majority Banks) liability to any member of the Controlled Group.

         8.13 CHANGE IN BUSINESS. The Company shall not, and shall not suffer or
permit any Subsidiary to, engage in any material line of business substantially
different from those lines of business carried on by the Company and its
Subsidiaries on the date hereof.

         8.14 ACCOUNTING CHANGES. The Company shall not, and shall not suffer or
permit any Subsidiary to, make any significant change in accounting treatment or
reporting practices, except as required by GAAP, or change the fiscal year of
the Company or of any Subsidiary.

         8.15 MINIMUM NET WORTH. The Company shall not permit its consolidated
Net Worth at any time to be less than an amount equal to the sum of (a)
$51,100,000 PLUS (b) 75% of the



                                      -78-
<PAGE>   79


Company's positive Net Income, if any, for each fiscal quarter ending after the
date of the Third Amendment and prior to the date of determination, PLUS (c) an
amount equal to 100% of the cash and non-cash proceeds of any equity securities
issued by the Company after the date of the Third Amendment and prior to the
date of determination.

         8.16     [Reserved]

         8.17 SENIOR LEVERAGE RATIO. The Company shall not permit, at any time
during a period listed below, its Senior Leverage Ratio at such time for the
twelve month period (taken as one accounting period) last ended prior to the
date of determination, to be greater than the ratio set forth below opposite the
respective period in which the determination is being made:



<TABLE>
<CAPTION>
                      Period                                                     Ratio
                      ------                                                     -----

<S>                                                                             <C>
                  From and including the last day                               5.00:1.0
                      of the fiscal quarter ended in December, 1999
                      to but excluding the last day of the fiscal quarter
                      ended in March, 2000

                  Thereafter, from and including the last day                   4.90:1.0
                      of the fiscal quarter ended in March, 2000
                      to but excluding the last day of the fiscal quarter
                      ended in June, 2000

                  Thereafter, from and including the last day                   4.40:1.0
                      of the fiscal quarter ended in June, 2000
                      to but excluding the last day of the fiscal quarter
                      ended in September, 2000

                  Thereafter, from and including the last day                   4.00:1.0
                      of the fiscal quarter ended in September, 2000
                      to but excluding the last day of the fiscal quarter
                      ended in December, 2000

                  Thereafter, from and including the last day                   3.75:1.0
                      of the fiscal quarter ended in December, 2000
                      to but excluding the last day of the fiscal quarter
                      ended in March, 2001

                  Thereafter, from and including the last day                   3.50:1.0
                      of the fiscal quarter ended in March, 2001
                      to but excluding the last day of the fiscal quarter
                      ended in June 2001

                  Thereafter                                                    3.25:1.0
</TABLE>


                                      -79-
<PAGE>   80


                  8.18 INTEREST COVERAGE RATIO. The Company shall not permit, at
any time during a period listed below, its Interest Coverage Ratio at such time
for the twelve month period (taken as one accounting period) last ended prior to
the date of determination, to be less than the ratio set forth below opposite
the respective period in which the determination is being made:


<TABLE>
<CAPTION>
                      Period                                                            Ratio
                      ------                                                            -----

<S>                                                                                     <C>
                  From and including the last day of the fiscal                         1.50:1.0
                      quarter ended in December, 1999 but
                      excluding the last day of the fiscal quarter
                      ended March, 2000

                  From and including the last day of the fiscal                         1.60:1.0
                      quarter ended in March, 2000
                      excluding the last day of the fiscal quarter
                      ended June, 2000

                  From and including the last day of the fiscal                         2.00:1.0
                      quarter ended in June, 2000 but
                      excluding the last day of the fiscal quarter
                      ended September, 2000

                  From and including the last day of the fiscal                         2.25:1.0
                      quarter ended in September, 2000 but
                      excluding the last day of the fiscal quarter
                      ended December, 2000

                  Thereafter                                                            2.50:1.0
</TABLE>


         8.19 OPERATING INCOME. The Company shall not permit (as of the end of
any fiscal quarter) its operating income to be less than $.01; PROVIDED,
HOWEVER, that: (A) for any period which includes the third fiscal quarter of the
Company's 1998 fiscal year, there shall be excluded in determining operating
income any restructuring expense recorded in the third fiscal quarter of the
Company's 1998 fiscal year which serves to reduce net income of the Company
and/or its Subsidiaries in such fiscal quarter, PROVIDED, HOWEVER, that such
restructuring expense shall not be in excess of $1,493,750; (B) for any period
which includes the fourth fiscal quarter of the Company's 1998 fiscal year,
there shall be excluded in determining operating income any restructuring
expense recorded in the fourth fiscal quarter of the Company's 1998 fiscal year
(I) relating to Bioclear Technology, ULC (f/k/a/ Bioclear Technologies, Inc.), a
Nova Scotia unlimited liability company, which serves to reduce operating income
of the Company and/or its Subsidiaries in such fiscal quarter, PROVIDED,
however, that such restructuring expense shall not be in excess of $17,300,000
and (II) relating to the realignment of the Company, PROVIDED, HOWEVER, that
such realignment expense shall not be in excess of $2,700,000; and (c) for any
period which includes a fiscal quarter of the Company's 1999 fiscal year, there
shall be excluded



                                      -80-
<PAGE>   81


in determining operating income any realignment expense recorded in such fiscal
quarter, which serves to reduce operating income of the Company and/or its
Subsidiaries in such fiscal quarter, PROVIDED, HOWEVER, that the aggregate
amount of such realignment expenses during such 1999 fiscal year shall not
exceed $1,300,000.

         8.20 CAPITAL EXPENDITURES. The Company shall not, and shall not permit
any of its Subsidiaries to, incur Capital Expenditures; PROVIDED, that the
Company and its Subsidiaries may make Capital Expenditures during each fiscal
year of the Company in an aggregate amount not in excess of $6,000,000.

                                   ARTICLE IX

                                EVENTS OF DEFAULT
                                -----------------

         9.01 EVENT OF DEFAULT. Any of the following shall constitute an "EVENT
OF DEFAULT":

                  (a) NON-PAYMENT. The Company fails to pay, (i) when and as
required to be paid herein, any amount of principal of any Loan or of any L/C
Obligation, or (ii) within five days after the same becomes due, any interest,
fee or any other amount payable hereunder or under any other Loan Document; or

                  (b) REPRESENTATION OR WARRANTY. Any representation or warranty
by the Company or any Subsidiary made or deemed made herein, in any other Loan
Document, or which is contained in any certificate, document or financial or
other statement by the Company, any Subsidiary, or any Responsible Officer,
furnished at any time under this Agreement, or in or under any other Loan
Document, is incorrect in any material respect on or as of the date made or
deemed made; or

                  (c) SPECIFIC DEFAULTS. The Company fails to perform or observe
any term, covenant or agreement contained in any of SECTION 7.01, 7.02, 7.03 or
7.09 or in ARTICLE VIII; or

                  (d) OTHER DEFAULTS. The Company or any Subsidiary party
thereto fails to perform or observe any other term or covenant contained in this
Agreement or any other Loan Document, and such default shall continue unremedied
for a period of 20 days after the earlier of (i) the date upon which a
Responsible Officer knew or reasonably should have known of such failure or (ii)
the date upon which written notice thereof is given to the Company by the Agent
or any Bank; or

                  (e) CROSS-DEFAULT. (i) The Company or any Subsidiary (A) fails
to make any payment in respect of any Indebtedness or Contingent Obligation
(other than in respect of Swap Contracts), having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing to
all creditors under any combined or syndicated credit arrangement) of more than
$2,500,000 when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) and such failure continues after the
applicable grace or notice period, if any, specified in the relevant document on
the date of such failure; or



                                      -81-
<PAGE>   82


(B) fails to perform or observe any other condition or covenant, or any other
event shall occur or condition exist, under any agreement or instrument relating
to any such Indebtedness or Contingent Obligation, and such failure continues
after the applicable grace or notice period, if any, specified in the relevant
document on the date of such failure if the effect of such failure, event or
condition is to cause, or to permit the holder or holders of such Indebtedness
or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on
behalf of such holder or holders or beneficiary or beneficiaries) to cause such
Indebtedness to be declared to be due and payable prior to its stated maturity,
or such Contingent Obligation to become payable or cash collateral in respect
thereof to be demanded; or (ii) there occurs under any Swap Contract an Early
Termination Date (as defined in such Swap Contract) resulting from (1) any event
of default under such Swap Contract as to which the Company or any Subsidiary is
the Defaulting Party (as defined in such Swap Contract) or (2) any Termination
Event (as so defined) as to which the Company or any Subsidiary is an Affected
Party (as so defined), and, in either event, the Swap Termination Value owed by
the Company or such Subsidiary as a result thereof is greater than $1,000,000;
or

                  (f) INSOLVENCY; VOLUNTARY PROCEEDINGS. The Company or any
Subsidiary (i) ceases or fails to be solvent, or generally fails to pay, or
admits in writing its inability to pay, its debts as they become due, subject to
applicable grace periods, if any, whether at stated maturity or otherwise; (ii)
voluntarily ceases to conduct its business in the ordinary course; (iii)
commences any Insolvency Proceeding with respect to itself; or (iv) takes any
action to effectuate or authorize any of the foregoing; or

                  (g) INVOLUNTARY PROCEEDINGS. (i) Any involuntary Insolvency
Proceeding is commenced or filed against the Company or any Subsidiary, or any
writ, judgment, warrant of attachment, execution or similar process, is issued
or levied against a substantial part of the Company's or any Subsidiary's
properties, and any such proceeding or petition shall not be dismissed, or such
writ, judgment, warrant of attachment, execution or similar process shall not be
released, vacated or fully bonded within 60 days after commencement, filing or
levy; (ii) the Company or any Subsidiary admits the material allegations of a
petition against it in any Insolvency Proceeding, or an order for relief (or
similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or
(iii) the Company or any Subsidiary acquiesces in the appointment of a receiver,
trustee, custodian, conservator, liquidator, mortgagee in possession (or agent
therefor), or other similar Person for itself or a substantial portion of its
property or business; or

                  (h) ERISA. (i) An ERISA Event shall occur with respect to a
Pension Plan or Multiemployer Plan which has resulted or could reasonably be
expected to result in liability of the Company under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of
$1,000,000 the aggregate amount of Unfunded Pension Liability among all Pension
Plans at any time exceeds $1,000,000; or (iii) the Company or any ERISA
Affiliate shall fail to pay when due, after the expiration of any applicable
grace period, any installment payment with respect to its withdrawal liability
under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in
excess of $1,000,000; or



                                      -82-
<PAGE>   83


                  (i) MONETARY JUDGMENTS. One or more non-interlocutory
judgments, non-interlocutory orders, decrees or arbitration awards is entered
against the Company or any Subsidiary involving in the aggregate a liability (to
the extent not covered by independent third-party insurance as to which the
insurer does not dispute coverage) as to any single or related series of
transactions, incidents or conditions, of $1,000,000 or more, and the same shall
remain unsatisfied, unvacated and unstayed pending appeal for a period of 30
days after the entry thereof; or

                  (j) NON-MONETARY JUDGMENTS. Any non-monetary judgment, order
or decree is entered against the Company or any Subsidiary which does or would
reasonably be expected to have a Material Adverse Effect, and there shall be any
period of 10 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

                  (k) COLLATERAL.

                      (i) any provision of any Collateral Document shall for any
         reason cease to be valid and binding on or enforceable against the
         Company or any Subsidiary of the Company party thereto or the Company
         or any Subsidiary of the Company shall so state in writing or bring an
         action to limit its obligations or liabilities thereunder; or

                      (ii) any Collateral Document shall for any reason (other
         than pursuant to the terms thereof or as a result of the failure of the
         Collateral Agent to file appropriate continuation statements) cease to
         create a valid security interest in the Collateral purported to be
         covered thereby or such security interest shall for any reason cease to
         be a perfected and first priority security interest subject only to
         Permitted Liens; or

                  (l) CHANGE OF CONTROL. There occurs any Change of Control; or

                  (m) GUARANTOR DEFAULTS. Any Guarantor fails in any material
respect to perform or observe any term, covenant or agreement in the Guaranty or
the Guaranty is for any reason partially (including with respect to future
advances) or wholly revoked or invalidated, or otherwise ceases to be in full
force and effect, or any Guarantor or any other Person contests in any manner
the validity or enforceability thereof or denies that it has any further
liability or obligation thereunder; or any event described at CLAUSES (F) or (G)
of this Section occurs with respect to such Guarantor; or

                  (n) INVALIDITY OF SUBORDINATION PROVISIONS. The subordination
provisions of any agreement or instrument governing any Subordinated Debt or any
Permitted Seller Debt is for any reason revoked or invalidated, or otherwise
cease to be in full force and effect, or enforceability thereof or denies that
it has any further liability or obligation thereunder, or the Loans and the
other Obligations hereunder or Permitted Foreign Subsidiary Indebtedness
entitled to receive the benefits of any Loan Document is for any reason
subordinated or does not have the priority contemplated by this Agreement or
such subordination provisions; or



                                      -83-
<PAGE>   84


                  (o) SUBORDINATED DEBT. The Company shall make any payment of
principal on any Subordinated Debt where after giving effect to such payment the
Leverage Ratio for the twelve month period (taken as one accounting period) then
last ended would be greater than 4.25:1.0 and/or the Senior Leverage Ratio for
the twelve month period (taken as one accounting period) then last ended would
be greater than 3.75:1.0.

         9.02 REMEDIES. If any Event of Default occurs, the Agent shall, at the
request of, or may, with the consent of, the Majority Banks:

                  (a) declare the commitment of each Bank to make Loans and any
obligation of the Issuing Bank to Issue Letters of Credit to be terminated,
whereupon such commitments and obligation shall be terminated;

                  (b) declare an amount equal to the maximum aggregate amount
that is or at any time thereafter may become available for drawing under any
outstanding Letters of Credit (whether or not any beneficiary shall have
presented, or shall be entitled at such time to present, the drafts or other
documents required to draw under such Letters of Credit) to be immediately due
and payable, and declare the unpaid principal amount of all outstanding Loans,
all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Company; and

                  (c) exercise on behalf of itself and the Banks all rights and
remedies available to it and the Banks under the Loan Documents or applicable
law;

PROVIDED, HOWEVER, that upon the occurrence of any event specified in SECTIONS
9.01(f) or (g) (in the case of clause (i) of SECTION 9.01 (g) upon the
expiration of the 60-day period mentioned therein), the obligation of each Bank
to make Loans and any obligation of the Issuing Bank to Issue Letters of Credit
shall automatically terminate and the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become
due and payable without further act of the Agent, the Issuing Bank or any Bank.

         9.03 RIGHTS NOT EXCLUSIVE. The rights provided for in this Agreement
and the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

                                    ARTICLE X

                                    THE AGENT
                                    ---------

         10.01  APPOINTMENT AND AUTHORIZATION; "AGENT".

                  (a) Each Bank hereby irrevocably (subject to SECTION 10.09)
appoints, designates and authorizes the Agent (including, without limitations,
in its capacity as Collateral Agent) to take such action on its behalf under the
provisions of this Agreement and each other


                                      -84-
<PAGE>   85


Loan Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the Agent
have or be deemed to have any fiduciary relationship with any Bank, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Agent. Without limiting the generality of the
foregoing sentence, the use of the term "agent" in this Agreement with reference
to the Agent is not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine of any applicable law.
Instead, such term is used merely as a matter of market custom, and is intended
to create or reflect only an administrative relationship between independent
contracting parties.

                  (b) The Issuing Bank shall act on behalf of the Banks with
respect to any Letters of Credit Issued by it and the documents associated
therewith until such time and except for so long as the Agent may agree at the
request of the Majority Lenders to act for such Issuing Bank with respect
thereto; PROVIDED, HOWEVER, that the Issuing Bank shall have all of the benefits
and immunities (i) provided to the Agent in this ARTICLE X with respect to any
acts taken or omissions suffered by the Issuing Bank in connection with Letters
of Credit Issued by it or proposed to be Issued by it and the application and
agreements for letters of credit pertaining to the Letters of Credit as fully as
if the term "Agent", as used in this ARTICLE X, included the Issuing Bank with
respect to such acts or omissions, and (ii) as additionally provided in this
Agreement with respect to the Issuing Bank.

         10.02 DELEGATION OF DUTIES. The Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.

         10.03 LIABILITY OF AGENT. None of the Agent-Related Persons shall (i)
be liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or (ii) be responsible in any manner to any of the Banks for any recital,
statement, representation or warranty made by the Company or any Subsidiary or
Affiliate of the Company, or any officer thereof, contained in this Agreement or
in any other Loan Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of the Company or any other party to
any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Bank to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any




                                      -85-
<PAGE>   86

other Loan Document, or to inspect the properties, books or records of the
Company or any of the Company's Subsidiaries or Affiliates.

         10.04  RELIANCE BY AGENT.

                  (a) The Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to the
Company), independent accountants and other experts selected by the Agent. The
Agent shall be fully justified in failing or refusing to take any action under
this Agreement or any other Loan Document unless it shall first receive such
advice or concurrence of the Majority Banks as it deems appropriate and, if it
so requests, it shall first be indemnified to its satisfaction by the Banks
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement or
any other Loan Document in accordance with a request or consent of the Majority
Banks and such request and any action taken or failure to act pursuant thereto
shall be binding upon all of the Banks.

                  (b) For purposes of determining compliance with the conditions
specified in SECTION 5.01, each Bank that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Agent to such Bank for consent,
approval, acceptance or satisfaction, or required thereunder to be consented to
or approved by or acceptable or satisfactory to the Bank.

         10.05 NOTICE OF DEFAULT. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default, except
with respect to defaults in the payment of principal, interest and fees required
to be paid to the Agent for the account of the Banks, unless the Agent shall
have received written notice from a Bank or the Company referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". The Agent will notify the Banks of its receipt
of any such notice. The Agent shall take such action with respect to such
Default or Event of Default as may be requested by the Majority Banks in
accordance with Article IX; PROVIDED, HOWEVER, that unless and until the Agent
has received any such request, the Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable or in the best interest
of the Banks.

         10.06 CREDIT DECISION. Each Bank acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Agent hereinafter taken, including any review of the affairs of the
Company and its Subsidiaries, shall be deemed to constitute any representation
or warranty by any Agent-Related Person to any Bank. Each Bank represents to the
Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the
Company and its Subsidiaries, and all



                                      -86-
<PAGE>   87


applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to the Company and its Subsidiaries hereunder. Each Bank also represents
that it will, independently and without reliance upon any Agent-Related Person
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Company. Except for notices, reports and other documents
expressly herein required to be furnished to the Banks by the Agent, the Agent
shall not have any duty or responsibility to provide any Bank with any credit or
other information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of the Company which may come
into the possession of any of the Agent-Related Persons.

         10.07 INDEMNIFICATION OF AGENT. Whether or not the transactions
contemplated hereby are consummated, the Banks shall indemnify upon demand the
Agent-Related Persons (to the extent not reimbursed by or on behalf of the
Company and without limiting the obligation of the Company to do so), pro rata,
from and against any and all Indemnified Liabilities; PROVIDED, HOWEVER, that no
Bank shall be liable for the payment to the Agent-Related Persons of any portion
of such Indemnified Liabilities resulting solely from such Person's gross
negligence or willful misconduct. Without limitation of the foregoing, each Bank
shall reimburse the Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Agent is not
reimbursed for such expenses by or on behalf of the Company. The undertaking in
this Section shall survive the payment of all Obligations hereunder and the
resignation or replacement of the Agent.

         10.08 AGENT IN INDIVIDUAL CAPACITY. BofA and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with the Company and its
Subsidiaries and Affiliates as though BofA were not the Agent or the Issuing
Bank hereunder and without notice to or consent of the Banks. The Banks
acknowledge that, pursuant to such activities, BofA or its Affiliates may
receive information regarding the Company or its Affiliates (including
information that may be subject to confidentiality obligations in favor of the
Company or such Subsidiary) and acknowledge that the Agent shall be under no
obligation to provide such information to them. With respect to its Loans, BofA
shall have the same rights and powers under this Agreement as any other Bank and
may exercise the same as though it were not the Agent or the Issuing Bank.

         10.09 SUCCESSOR AGENT. The Agent may, and at the request of the
Majority Banks shall, resign as Agent upon 30 days' notice to the Banks. If the
Agent resigns under this Agreement, the Majority Banks shall appoint from among
the Banks a successor agent for the Banks which



                                      -87-
<PAGE>   88


successor agent shall be approved by the Company. If no successor agent is
appointed prior to the effective date of the resignation of the Agent, the Agent
may appoint, after consulting with the Banks and the Company, a successor agent
from among the Banks. Upon the acceptance of its appointment as successor agent
hereunder, such successor agent shall succeed to all the rights, powers and
duties of the retiring Agent and the term "Agent" shall mean such successor
agent and the retiring Agent's appointment, powers and duties as Agent shall be
terminated. After any retiring Agent's resignation hereunder as Agent, the
provisions of this ARTICLE X and SECTIONS 11.04 and 11.05 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement. If no successor agent has accepted appointment as Agent by
the date which is 30 days following a retiring Agent's notice of resignation,
the retiring Agent's resignation shall nevertheless thereupon become effective
and the Banks shall perform all of the duties of the Agent hereunder until such
time, if any, as the Majority Banks appoint a successor agent as provided for
above. Notwithstanding the foregoing, however, BofA may not be removed as the
Agent at the request of the Majority Banks unless BofA shall also simultaneously
be replaced as "Issuing Bank" hereunder pursuant to documentation in form and
substance reasonably satisfactory to BofA.

         10.10  WITHHOLDING TAX

                  (a) If any Bank is a "foreign corporation, partnership or
trust" within the meaning of the Code and such Bank claims exemption from, or a
reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code, such
Bank agrees with and in favor of the Agent, to deliver to the Agent:

                      (i) if such Bank claims an exemption from, or a reduction
         of, withholding tax under a United States tax treaty, two properly
         completed and executed copies of IRS Form 1001 before the payment of
         any interest in the first calendar year and before the payment of any
         interest in each third succeeding calendar year during which interest
         may be paid under this Agreement;

                      (ii) if such Bank claims that interest paid under this
         Agreement is exempt from United States withholding tax because it is
         effectively connected with a United States trade or business of such
         Bank, two properly completed and executed copies of IRS Form 4224
         before the payment of any interest is due in the first taxable year of
         such Bank and in each succeeding taxable year of such Bank during which
         interest may be paid under this Agreement; and

                      (iii) such other form or forms as may be required under
         the Code or other laws of the United States as a condition to exemption
         from, or reduction of, United States withholding tax.

Such Bank agrees to promptly notify the Agent of any change in circumstances
which would modify or render invalid any claimed exemption or reduction.

                  (b) If any Bank claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form 1001 and
such Bank sells, assigns, grants a participation in, or otherwise transfers all
or part of the Obligations of the Company to such



                                      -88-
<PAGE>   89


Bank, such Bank agrees to notify the Agent of the percentage amount in which it
is no longer the beneficial owner of Obligations of the Company to such Bank. To
the extent of such percentage amount, the Agent will treat such Bank's IRS Form
1001 as no longer valid.

                  (c) If any Bank claiming exemption from United States
withholding tax by filing IRS Form 4224 with the Agent sells, assigns, grants a
participation in, or otherwise transfers all or part of the Obligations of the
Company to such Bank, such Bank agrees to undertake sole responsibility for
complying with the withholding tax requirements imposed by Sections 1441 and
1442 of the Code.

                  (d) If any Bank is entitled to a reduction in the applicable
withholding tax, the Agent may withhold from any interest payment to such Bank
an amount equivalent to the applicable withholding tax after taking into account
such reduction. However, if the forms or other documentation required by clause
(a) of this Section are not delivered to the Agent, then the Agent may withhold
from any interest payment to such Bank not providing such forms or other
documentation an amount equivalent to the applicable withholding tax imposed by
Sections 1441 and 1442 of the Code, without reduction.

                  (e) If the IRS or any other Governmental Authority of the
United States or other jurisdiction asserts a claim that the Agent did not
properly withhold tax from amounts paid to or for the account of any Bank
(because the appropriate form was not delivered or was not properly executed, or
because such Bank failed to notify the Agent of a change in circumstances which
rendered the exemption from, or reduction of, withholding tax ineffective, or
for any other reason) such Bank shall indemnify the Agent fully for all amounts
paid, directly or indirectly, by the Agent as tax or otherwise, including
penalties and interest, and including any taxes imposed by any jurisdiction on
the amounts payable to the Agent under this Section, together with all costs and
expenses (including Attorney Costs). The obligation of the Banks under this
Section shall survive the payment of all Obligations and the resignation or
replacement of the Agent.

                                   ARTICLE XI

                                  MISCELLANEOUS
                                  -------------

         11.01 AMENDMENTS AND WAIVERS. No amendment or waiver of any provision
of this Agreement or any other Loan Document, and no consent with respect to any
departure by the Company or any applicable Subsidiary therefrom, shall be
effective unless the same shall be in writing and signed by the Majority Banks
(or by the Agent at the written request of the Majority Banks) and the Company
and acknowledged by the Agent, and then any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; PROVIDED, HOWEVER, that no such waiver, amendment, or consent shall,
unless in writing and signed by all the Banks and the Company and acknowledged
by the Agent, do any of the following:

                  (a) increase or extend the Commitment of any Bank (or
reinstate any Commitment terminated pursuant to SECTION 8.02);


                                      -89-
<PAGE>   90


                  (b) postpone or delay any date fixed by this Agreement or any
other Loan Document for any payment of principal, interest, fees or other
amounts due to the Banks (or any of them) hereunder or under any other Loan
Document ;

                  (c) reduce the principal of, or the rate of interest specified
herein on any Loan, or (subject to clause (iii) below) any fees or other amounts
payable hereunder or under any other Loan Document;

                  (d) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans which is required for the Banks
or any of them to take any action hereunder;

                  (e) amend this Section, or SECTION 2.16, or any provision
herein providing for consent or other action by all Banks;

                  (f) release any Guarantor from the Guaranty, other than in
connection with the release of such Guarantor pursuant to a transaction
permitted pursuant to Section 8.02; or

                  (g) release all or substantially all of the Collateral;

and, PROVIDED FURTHER, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Issuing Bank in addition to the Majority Banks or all
the Banks, as the case may be, affect the rights or duties of the Issuing Bank
under this Agreement or any L/C-Related Document relating to any Letter of
Credit Issued or to be Issued by it, (ii) no amendment, waiver or consent shall,
unless in writing and signed by the Agent in addition to the Majority Banks or
all the Banks, as the case may be, affect the rights or duties of the Agent or
the Swing Line Bank under this Agreement or any other Loan Document, and (iii)
the Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed by the parties thereto.

         11.02  NOTICES.

                  (a) All notices, requests, consents, approvals, waivers and
other communications shall be in writing (including, unless the context
expressly otherwise provides, by facsimile transmission, provided that any
matter transmitted by facsimile (i) shall be immediately confirmed by a
telephone call to the recipient at the number specified on SCHEDULE 11.02, and
(ii) shall be followed promptly by delivery of a hard copy original thereof) and
mailed, faxed or delivered, to the address or facsimile number specified for
notices on SCHEDULE 11.02; or, as directed to the Company or the Agent, to such
other address as shall be designated by such party in a written notice to the
other parties, and as directed to any other party, at such other address as
shall be designated by such party in a written notice to the Company and the
Agent.

                  (b) All such notices, requests and communications shall, when
transmitted by overnight delivery, or faxed, be effective when delivered for
overnight (next-day) delivery, or transmitted in legible form by facsimile
machine, respectively, or if mailed, upon the third Business Day after the date
deposited into the U.S. mail, or if delivered, upon delivery; except that
notices pursuant to ARTICLE II, III or X to the Agent shall not be effective
until actually



                                      -90-
<PAGE>   91


received by the Agent, and notices pursuant to ARTICLE III to the Issuing Bank
shall not be effective until actually received by the Issuing Bank at the
address specified for the "Issuing Bank" on the applicable signature page
hereof.

                  (c) Any agreement of the Agent and the Banks herein to receive
certain notices by telephone or facsimile is solely for the convenience and at
the request of the Company. The Agent and the Banks shall be entitled to rely on
the authority of any Person purporting to be a Person authorized by the Company
to give such notice and the Agent and the Banks shall not have any liability to
the Company or other Person on account of any action taken or not taken by the
Agent or the Banks in reliance upon such telephonic or facsimile notice. The
obligation of the Company to repay the Loans and L/C Obligations shall not be
affected in any way or to any extent by any failure by the Agent and the Banks
to receive written confirmation of any telephonic or facsimile notice or the
receipt by the Agent and the Banks of a confirmation which is at variance with
the terms understood by the Agent and the Banks to be contained in the
telephonic or facsimile notice.

         11.03 NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no
delay in exercising, on the part of the Agent or any Bank, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.

         11.04  COSTS AND EXPENSES.  The Company shall:

                  (a) whether or not the transactions contemplated hereby are
consummated, pay or reimburse BofA (including in its capacity as Agent and
Issuing Bank) within five Business Days after demand (subject to SECTION
5.01(E)) for all costs and expenses incurred by BofA (including in its capacity
as Agent and Issuing Bank) in connection with the development, preparation,
delivery, administration and execution of, and any amendment, supplement, waiver
or modification to (in each case, whether or not consummated), this Agreement,
any Loan Document and any other documents prepared in connection herewith or
therewith, and the consummation of the transactions contemplated hereby and
thereby, including reasonable Attorney Costs incurred by BofA (including in its
capacity as Agent and Issuing Bank) with respect thereto; and

                  (b) pay or reimburse the Agent and each Bank within five
Business Days after demand (subject to SECTION 5.01(e)) for all costs and
expenses (including Attorney Costs) incurred by them in connection with the
enforcement, attempted enforcement, or preservation of any rights or remedies
under this Agreement or any other Loan Document during the existence of an Event
of Default or after acceleration of the Loans (including in connection with any
"workout" or restructuring regarding the Loans, and including in any Insolvency
Proceeding or appellate proceeding).

         11.05 COMPANY INDEMNIFICATION. Whether or not the transactions
contemplated hereby are consummated, the Company shall indemnify, defend and
hold the Agent-Related Persons, and each Bank and each of its respective
officers, directors, employees, counsel, agents and



                                      -91-
<PAGE>   92


attorneys-in-fact (each, an "INDEMNIFIED PERSON") harmless from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, charges, expenses and disbursements (including Attorney
Costs) of any kind or nature whatsoever which may at any time (including at any
time following repayment of the Loans, the termination of the Letters of Credit
and the termination, resignation or replacement of the Agent or replacement of
any Bank) be imposed on, incurred by or asserted against any such Person in any
way relating to or arising out of the Company entering into this Agreement or
any document contemplated by or referred to herein, or the transactions
contemplated hereby, or any action taken or omitted by any such Person under or
in connection with any of the foregoing, including with respect to any
investigation, litigation or proceeding (including any Insolvency Proceeding or
appellate proceeding) related to or arising out of this Agreement or the Loans
or Letters of Credit or the use of the proceeds thereof, whether or not any
Indemnified Person is a party thereto (all the foregoing, collectively, the
"INDEMNIFIED LIABILITIES"); PROVIDED, that the Company shall have no obligation
hereunder to any Indemnified Person with respect to Indemnified Liabilities
resulting solely from the gross negligence or willful misconduct of such
Indemnified Person. The agreements in this Section shall survive payment of all
other Obligations.

         11.06 PAYMENTS SET ASIDE. To the extent that the Company makes a
payment to the Agent or the Banks, or the Agent or the Banks exercise their
right of set-off, and such payment or the proceeds of such set-off or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the
Agent or such Bank in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any Insolvency Proceeding or otherwise, then (a)
to the extent of such recovery the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Bank severally agrees to pay to the Agent upon demand its pro rata share of
any amount so recovered from or repaid by the Agent.

         11.07 SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Company may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of the Agent and each Bank.

         11.08  ASSIGNMENTS, PARTICIPATIONS, ETC.

                  (a) Any Bank may, with the written consent of the Agent and
the Issuing Bank, which consents shall not be unreasonably withheld, at any time
assign and delegate to one or more Eligible Assignees (provided that no written
consent of the Agent or the Issuing Bank shall be required in connection with
any assignment and delegation by a Bank to an Eligible Assignee that is an
Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of
the Loans, the Commitments, the L/C Obligations and the other rights and
obligations of such Bank hereunder, in a minimum amount of $5,000,000 (or, if
less, the entire amount of such Bank's Loans, Commitment and L/C Obligations);
PROVIDED, HOWEVER, that the Company and the Agent may continue to deal solely
and directly with such Bank in connection with the interest so assigned to an
Assignee until (i) written notice of such assignment, together with payment
instructions, addresses and related information with respect to the Assignee,
shall have been



                                      -92-
<PAGE>   93


given to the Company and the Agent by such Bank and the Assignee; (ii) such Bank
and its Assignee shall have delivered to the Company and the Agent an Assignment
and Acceptance in the form of EXHIBIT E ("ASSIGNMENT AND ACCEPTANCE") together
with any Note or Notes subject to such assignment and (iii) the assignor Bank or
Assignee has paid to the Agent a processing fee in the amount of $3,500.

                  (b) From and after the date that the Agent notifies the
assignor Bank that it has received (and provided its consent with respect to) an
executed Assignment and Acceptance and payment of the above-referenced
processing fee, (i) the Assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, shall have the rights and obligations of a
Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent
that rights and obligations hereunder and under the other Loan Documents have
been assigned by it pursuant to such Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Loan Documents.

                  (c) Within five Business Days after its receipt of notice by
the Agent that it has received an executed Assignment and Acceptance and payment
of the processing fee, (and provided that it consents to such assignment in
accordance with SECTION 11.08(a)), the Company shall execute and deliver to the
Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and,
if the assignor Bank has retained a portion of its Loans and its Commitment,
replacement Notes in the principal amount of the Loans retained by the assignor
Bank (such Notes to be in exchange for, but not in payment of, the Notes held by
such Bank). Immediately upon each Assignee's making its processing fee payment
under the Assignment and Acceptance, this Agreement shall be deemed to be
amended to the extent, but only to the extent, necessary to reflect the addition
of the Assignee and the resulting adjustment of the Commitments arising
therefrom. The Commitment allocated to each Assignee shall reduce such
Commitments of the assigning Bank PRO TANTO.

                  (d) Any Bank may at any time sell to one or more commercial
banks or other Persons not Affiliates of the Company (a "PARTICIPANT")
participating interests in any Loans, the Commitment of that Bank and the other
interests of that Bank (the "originating Bank") hereunder and under the other
Loan Documents; PROVIDED, HOWEVER, that (i) the originating Bank's obligations
under this Agreement shall remain unchanged, (ii) the originating Bank shall
remain solely responsible for the performance of such obligations, (iii) the
Company, the Issuing Bank and the Agent shall continue to deal solely and
directly with the originating Bank in connection with the originating Bank's
rights and obligations under this Agreement and the other Loan Documents, and
(iv) no Bank shall transfer or grant any participating interest under which the
Participant has rights to approve any amendment to, or any consent or waiver
with respect to, this Agreement or any other Loan Document, except to the extent
such amendment, consent or waiver would require unanimous consent of the Banks
as described in the FIRST PROVISO to SECTION 11.01. In the case of any such
participation, the Participant shall not have any rights under this Agreement,
or any of the other Loan Documents, and all amounts payable by the Company
hereunder shall be determined as if such Bank had not sold such participation;
except that, if amounts outstanding under this Agreement are due and unpaid, or
shall have been declared or




                                      -93-
<PAGE>   94


shall have become due and payable upon the occurrence of an Event of Default,
each Participant shall be deemed to have the right of set-off in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Bank under this Agreement.

                  (e) Notwithstanding any other provision in this Agreement, any
Bank may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement and the Note held by
it in favor of any Federal Reserve Bank in accordance with Regulation A of the
FRB or U.S. Treasury Regulation 31 CFR ss.203.14, and such Federal Reserve Bank
may enforce such pledge or security interest in anY manner permitted under
applicable law.

         11.09 CONFIDENTIALITY. Each Bank agrees to take and to cause its
Affiliates to take normal and reasonable precautions and exercise due care to
maintain the confidentiality of all information identified as "confidential" or
"secret" by the Company and provided to it by the Company or any Subsidiary, or
by the Agent on the Company's or such Subsidiary's behalf, under this Agreement
or any other Loan Document, and neither it nor any of its Affiliates shall use
any such information other than in connection with or in enforcement of this
Agreement and the other Loan Documents or in connection with other business now
or hereafter existing or contemplated with the Company or any Subsidiary; except
to the extent such information (i) was or becomes generally available to the
public other than as a result of disclosure by the Bank, or (ii) was or becomes
available on a non-confidential basis from a source other than the Company,
provided that such source is not bound by a confidentiality agreement with the
Company known to the Bank; PROVIDED, HOWEVER, that any Bank may disclose such
information (A) at the request or pursuant to any requirement of any
Governmental Authority to which the Bank is subject or in connection with an
examination of such Bank by any such authority; (B) pursuant to subpoena or
other court process; (C) when required to do so in accordance with the
provisions of any applicable Requirement of Law; (D) to the extent reasonably
required in connection with any litigation or proceeding to which the Agent, any
Bank or their respective Affiliates may be party; (E) to the extent reasonably
required in connection with the exercise of any remedy hereunder or under any
other Loan Document; (F) to such Bank's independent auditors and other
professional advisors; (G) to any Participant or Assignee, actual or potential,
provided that such Person agrees in writing to keep such information
confidential to the same extent required of the Banks hereunder; (H) as to any
Bank or its Affiliate, as expressly permitted under the terms of any other
document or agreement regarding confidentiality to which the Company or any
Subsidiary is party or is deemed party with such Bank or such Affiliate; and (I)
to its Affiliates.

         11.10 SET-OFF. In addition to any rights and remedies of the Banks
provided by law, if an Event of Default exists or the Loans have been
accelerated, each Bank is authorized at any time and from time to time, without
prior notice to the Company, any such notice being waived by the Company to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Bank to or for the credit or
the account of the Company against any and all Obligations owing to such Bank,
now or hereafter existing, irrespective of whether or not the Agent or such Bank
shall have made demand under this Agreement or any Loan Document and


                                      -94-
<PAGE>   95



although such Obligations may be contingent or unmatured. Each Bank agrees
promptly to notify the Company and the Agent after any such set-off and
application made by such Bank; PROVIDED, HOWEVER, that the failure to give such
notice shall not affect the validity of such set-off and application.

         11.11 AUTOMATIC DEBITS OF FEES. With respect to any principal or
interest due on the Loans, unreimbursed L/C Obligation, Commitment Fees,
arrangement fee, letter of credit fee or other fee, or any other cost or expense
(including Attorney Costs) due and payable to the Agent, the Issuing Bank or
BofA under the Loan Documents, the Company hereby irrevocably authorizes BofA to
debit any deposit account of the Company with BofA in an amount such that the
aggregate amount debited from all such deposit accounts does not exceed such fee
or other cost or expense. If there are insufficient funds in such deposit
accounts to cover the amount of the fee or other cost or expense then due, such
debits will be reversed (in whole or in part, in BofA's sole discretion) and
such amount not debited shall be deemed to be unpaid. No such debit under this
Section shall be deemed a set-off.

         11.12 NOTIFICATION OF ADDRESSES, LENDING OFFICES, ETC. Each Bank shall
notify the Agent in writing of any changes in the address to which notices to
the Bank should be directed, of addresses of any Lending Office, of payment
instructions in respect of all payments to be made to it hereunder and of such
other administrative information as the Agent shall reasonably request.

         11.13 COUNTERPARTS. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

         11.14 SEVERABILITY. The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required hereunder.

         11.15 NO THIRD PARTIES BENEFITED. This Agreement is made and entered
into for the sole protection and legal benefit of the Company, the Banks, the
Agent and the Agent-Related Persons, and their permitted successors and assigns,
and no other Person shall be a direct or indirect legal beneficiary of, or have
any direct or indirect cause of action or claim in connection with, this
Agreement or any of the other Loan Documents.

         11.16  GOVERNING LAW AND JURISDICTION.

                  (a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS; PROVIDED THAT
THE PARTIES SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

                  (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF ILLINOIS OR OF THE UNITED STATES FOR THE



                                      -95-
<PAGE>   96



NORTHERN DISTRICT OF ILLINOIS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
EACH OF THE COMPANY, THE AGENT AND THE BANKS CONSENTS, FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE
COMPANY, THE AGENT AND THE BANKS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT
RELATED HERETO. THE COMPANY, THE AGENT AND THE BANKS EACH WAIVE PERSONAL SERVICE
OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY ILLINOIS LAW.

         11.17 WAIVER OF JURY TRIAL. THE COMPANY, THE BANKS AND THE AGENT EACH
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION,
PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST
ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE COMPANY, THE
BANKS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE
PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED
BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING
WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

         11.18 EFFECTIVENESS. This Agreement shall become effective on the date
(the "Effective Date") on which (i) each of the Company and each of the Banks
shall have signed a copy hereof (whether the same or different copies) and shall
have delivered the same to the Agent at the Agent's office or, in the case of
the Banks, shall have given to the Agent telephonic (confirmed in writing),
written, telex or facsimile transmission notice (actually received) at such
office that the same has been signed and mailed to it and (ii) the Company shall
have satisfied the conditions precedent of SECTIONS 5.01(A), (B), (C)(I),
(C)(II), (D), (F) and (I)(A). The Agent will give the Company and each Bank
prompt written notice of the occurrence of the Effective Date.

         11.19   AMENDMENT AND RESTATEMENT.

                  (a) On and after the Closing Date, this Agreement amends and
         restates in its entirety the Credit Agreement, dated as of June 27,
         1997, among the Company, the




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         financial institutions party thereto and BofA, as Agent (as amended
         through the date of this Agreement, the "Prior Loan Document") and,
         upon the Closing Date the terms and provisions of the Prior Loan
         Document shall, subject to this SECTION 11.19, be superseded hereby and
         thereby.

                  (b) Notwithstanding the amendment and restatement of the Prior
         Loan Document by this Agreement, the Loans under, and as defined in,
         the Prior Loan Document ("Continuing Loans") owing to the Banks by the
         Company remain outstanding as of the date hereof, constitute continuing
         Obligations hereunder and shall continue to be secured by the
         Collateral.

                  The Continuing Loans and the Liens securing payment thereof
         shall in all respects be continuing, and this Agreement shall not be
         deemed to evidence or result in a novation or repayment and
         re-borrowing of the Continuing Loans. In furtherance of and without
         limiting the foregoing (i) all amounts owing with respect to the
         Continuing Loans, other than the principal amount thereof, but
         including, accrued interest, fees and expenses with respect to the
         Continuing Loans shall have been paid currently as the date hereof and
         (ii) from and after the Closing Date, the terms, conditions, and
         covenants governing the Continuing Loans shall be solely as set forth
         in this Agreement, which shall supersede the Prior Loan Document in its
         entirety.


         11.20 ENTIRE AGREEMENT. This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Company,
the Banks and the Agent, and supersedes all prior or contemporaneous agreements
and understandings of such Persons, verbal or written, relating to the subject
matter hereof and thereof.

                              *         *         *


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