<PAGE>   1
                                                                   EXHIBIT 10.1

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


                                  $375,000,000

                                CREDIT AGREEMENT

                                      among

                                  ORIUS CORP.,

                               NATG HOLDINGS, LLC,

                                   LISN, LLC,

                         BANKERS TRUST COMPANY, as Agent

                                       and

                          VARIOUS LENDING INSTITUTIONS


                          Dated as of December 15, 1999

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

                                      with

               DEUTSCHEBANK SECURITIES INC., as Lead Arranger and
                     Book Manager, BANK OF AMERICA, N.A., as
                   Syndication Agent, and FIRST UNION NATIONAL
                          BANK, as Documentation Agent

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


<PAGE>   2


                                CREDIT AGREEMENT

                  THIS CREDIT AGREEMENT, dated as of December 15, 1999, is made
by and among NATG HOLDINGS, LLC, a Delaware limited liability company ("NATG"),
LISN, LLC, a Delaware limited liability company ("LISN"), ORIUS CORP., a Florida
corporation ("Holdings"), the undersigned financial institutions, including
Bankers Trust Company, in their capacities as lenders hereunder (collectively,
the "Lenders," and each individually, a "Lender"), and Bankers Trust Company, as
administrative agent ("Agent") for the Lenders.

                              W I T N E S S E T H:

                  WHEREAS, Borrowers have requested that the Lenders (i) make
term loans with a letter of credit subfacility to Borrowers in the aggregate
principal amount of $75,000,000 maturing on December 15, 2004, (ii) make term
loans to Borrowers in the aggregate principal amount of $200,000,000 maturing on
December 15, 2006, and (iii) provide a revolving credit facility to Borrowers in
an initial aggregate amount not to exceed $100,000,000 at any time outstanding
and maturing on December 15, 2004, and accessible before December 15, 2001 in an
aggregate principal amount not to exceed $75,000,000 at any time outstanding to
fund Permitted Acquisitions;

                  WHEREAS, the proceeds of the term loans and the revolving
credit facility described above will be used by Borrowers to repay all
outstanding indebtedness and obligations under the Existing Credit Agreements,
to finance the Reorganization and to pay related fees and expenses in connection
herewith and therewith, and for working capital and capital expenditures, and
for other general corporate purposes;

                  WHEREAS, the proceeds of the Acquisition Revolving Loans will
be used by Borrowers solely to finance Permitted Acquisitions and to pay related
fees and expenses in connection therewith;

                  WHEREAS, the Lenders are willing to extend commitments to make
the term loans and revolving credit loans to Borrowers for the purposes
specified above and only on the terms and subject to the conditions set forth
herein;

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, and for other valuable consideration the
receipt and sufficiency of which are hereby acknowledged the parties hereto
agree as follows:

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

                  Section 1.1. Definitions. As used herein, and unless the
context requires a different meaning, the following terms have the meanings
indicated:

                  "Acquisition Commitment Period" means the period from and
including the date hereof to but not including the Acquisition Revolver
Conversion Date.

                  "Acquisition Consideration" is defined in Section 8.4(k).





<PAGE>   3


                  "Acquisition Loan" is defined in Section 2.1(b).

                  "Acquisition Percentage" means, as of any date of
determination, expressed as a percentage, (i) the aggregate principal amount of
outstanding Acquisition Term Loans divided by (ii) the aggregate principal
amount of all outstanding Term Loans.

                  "Acquisition Revolver Conversion Date" means December 15, 2001
or such earlier date as the Revolving Commitments shall have been terminated or
otherwise reduced to $0 pursuant to this Agreement.

                  "Acquisition Revolving Loan" means any Revolving Loan incurred
by Borrowers to finance a Permitted Acquisition.

                  "Acquisition Revolving Sublimit" means, at any time,
$75,000,000.

                  "Acquisition Term Loan" and "Acquisition Term Loans" are
defined in Section 2.1(b).

                  "Additional Collateral" is defined in Section 7.12(a).

                  "Additional Security Documents" means all mortgages, pledge
agreements, security agreements and other security documents entered into
pursuant to Section 7.12 with respect to Additional Collateral.

                  "Adjusted Fixed Charge Coverage Ratio" means, for any period,
the ratio of (i) the sum of (A) Consolidated EBITDA for such period minus (B)
the aggregate amount of Capital Expenditures (excluding Capital Expenditures
made with the Borrowers' Portion of Excess Cash Flow pursuant to Section
9.1(b)(ii) and Capital Expenditures made pursuant to Sections 9.1(c)(i)-(vi))
made by Holdings and its Subsidiaries during such period to (ii) the sum of (A)
Consolidated Interest Expense for such period plus (B) the aggregate amount of
Scheduled Term Repayments (after giving effect to any mandatory repayments under
Sections 4.4(c)-(h)) and the aggregate amount of principal payments made with
respect to any Seller Subordinated Notes, in each case made by Holdings and its
Subsidiaries during such period.

                  "Adjusted Working Capital" means the difference between (i)
Consolidated Current Assets (but excluding therefrom all cash and Cash
Equivalents) and (ii) Consolidated Current Liabilities excluding from
Consolidated Current Liabilities all short-term borrowings, the current portion
of long-term indebtedness and the current portion of Capitalized Lease
Obligations.

                  "Affiliate" means, with respect to any Person, any other
Person (including, for purposes of Section 8.9 only, all directors and officers
of such Person) or group acting in concert in respect of the Person in question
that, directly or indirectly, controls (including but not limited to all
directors and officers of such Person) or is controlled by or is under common
control with such Person provided that neither BT nor any Lender, nor any
Affiliate of BT or any Lender, shall be deemed to be an Affiliate of Borrower.
For the purposes of this definition, "control" (including, with correlative
meanings, the terms "controlled by" and "under common control with"), as used
with respect to any Person or group of Persons, shall mean the possession,


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<PAGE>   4



directly or indirectly, of the power to direct or cause the direction of
management and policies of such Person, whether through the ownership of voting
securities or by contract or otherwise. For purposes of this definition, a
Person (and any director and officer thereof) shall be deemed to control an
entity if such Person possesses, directly or indirectly, the power to vote 10%
or more of the securities or other equity interests having ordinary voting power
for the election of directors (if a corporation) or to select the managing
member, trustee or equivalent controlling interest.

                  "Agent" is defined in the introduction to this Agreement and
any successor Agent in such capacity.

                  "Agreement" means this Credit Agreement, as the same may at
any time be amended, restated, supplemented or otherwise modified in accordance
with the terms hereof and in effect.

                  "Applicable Base Rate Margin" means at any date, (i) with
respect to Acquisition Loans, Revolving Loans and Term A Loans, the applicable
percentage set forth in the following table under the column Applicable Base
Rate Margin opposite the Most Recent Ratio of Total Debt to EBITDA as of such
date and (ii) with respect to Term B Loans, 2.50%:

<TABLE>
<CAPTION>

                           Most Recent Ratio of Total                    Applicable Base
                                 Debt to EBITDA                            Rate Margin
                           --------------------------                    ---------------
<S>                                                                     <C>
                  Less than 1.25 to 1.00                                       .75%

                  Equal to or greater than 1.25 to 1.00 but                   1.00%
                  less than 2.00 to 1.00

                  Equal to or greater than 2.00 to 1.00 but                   1.25%
                  less than 2.75 to 1.00

                  Equal to or greater than 2.75 to 1.00 but                   1.50%
                  less than 3.50 to 1.00

                  Equal to or greater than 3.50 to 1.00 but                   1.75%
                  less than 4.25 to 1.00

                  Greater than or equal to 4.25 to 1.00                       2.00%
</TABLE>


                  "Applicable Commitment Fee Percentage" means at any date, the
applicable percentage set forth in the following table under the column
Applicable Commitment Fee Percentage opposite the Most Recent Ratio of Total
Debt to EBITDA as of such date:

<TABLE>
<CAPTION>

                           Most Recent Ratio of Total                 Applicable Commitment
                                 Debt to EBITDA                           Fee Percentage
                           --------------------------                 ---------------------
<S>                                                                  <C>
                  Less than 2.00 to 1.00                                      0.375%
                  Greater than or equal to 2.00 to 1.00                       0.50%
</TABLE>


                  "Applicable Eurodollar Rate Margin" means at any date, (i)
with respect to Acquisition Loans, Revolving Loans and Term A Loans, the
applicable percentage set forth in the following table under the column
Applicable Eurodollar Rate Margin opposite the Most



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<PAGE>   5



Recent Ratio of Total Debt to EBITDA as of such date and (ii) with respect to
Term B Loans, 3.50%:

<TABLE>
<CAPTION>

                           Most Recent Ratio of Total           Applicable Eurodollar Rate
                                 Debt to EBITDA                           Margin
                           --------------------------           --------------------------
<S>                                                            <C>
                 Less than 1.25 to 1.00                                       1.75%

                 Equal to or greater than 1.25 to 1.00 but                    2.00%
                 less than 2.00 to 1.00

                 Equal to or greater than 2.00 to 1.00 but                    2.25%
                 less than 2.75 to 1.00

                 Equal to or greater than 2.75 to 1.00 but                    2.50%
                 less than 3.50 to 1.00

                 Equal to or greater than 3.50 to 1.00 but                    2.75%
                 less than 4.25 to 1.00

                 Greater than or equal to 4.25 to 1.00                        3.00%
</TABLE>


                  "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) of
all or any part of an interest in shares of Capital Stock of a Subsidiary of any
Borrower (other than directors' qualifying shares), Investments, property or
other assets (each referred to for the purposes of this definition as a
"disposition") by Holdings or any Borrower or any of their Subsidiaries;
provided, however, that (i) any sale or transfer of inventory in the ordinary
course of business and consistent with past practices of Borrowers and their
Subsidiaries, (ii) any sale or other disposition of obsolete assets no longer
used or useful in the business of Holdings or any of its Subsidiaries, (iii) any
asset sale or series of related asset sales described above having a fair market
value not in excess of $100,000, (iv) the liquidation of any Cash Equivalents
and (v) the leasing or licensing of real or personal property (including
Intellectual Property) in the ordinary course of business for periods not in
excess of one (1) year (subject to automatic renewals) shall, in each case, not
be deemed an "Asset Disposition" for purposes of this Agreement.

                  "Assignee" is defined in Section 12.8(c).

                  "Assignment and Assumption Agreement" means an Assignment and
Assumption Agreement substantially in the form of Exhibit 12.8(c) annexed hereto
and made a part hereof made by any applicable Lender, as assignor, and such
Lender's assignee in accordance with Section 12.8.

                  "Attorney Costs" means all reasonable fees and disbursements
of any law firm or other external counsel and the reasonable allocated cost of
internal legal services, including all reasonable disbursements of internal
counsel.

                  "Available Revolving Commitment" means, as to any Revolving
Lender at any time, an amount equal to the excess, if any, of (a) such Lender's
Revolving Commitment over (b) the sum of (i) the aggregate principal amount then
outstanding of Acquisition Revolving Loans and Working Capital Loans made by
such Lender and (ii) such Lender's Revolver Pro Rata Share of the LC Obligations
and Swing Line Loans then outstanding.


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<PAGE>   6



                  "Available Term A Commitment" means, as to any Term A Lender
at any time, an amount equal to the excess, if any, of (a) such Lender's Term A
Commitment over (b) the sum of (i) the aggregate principal amount then
outstanding of Term A Loans made by such Lender and (ii) such Lender's Term A
Pro Rata Share of the Rollover LC Obligations then outstanding.

                  "Bankruptcy Code" means Title 11 of the United States Code
entitled "Bankruptcy" as from time to time amended, including the rules and
regulations promulgated thereunder, or any successor statute and the rules and
regulations promulgated thereunder.

                  "Base Rate" means the greater of (i) the rate most recently
announced by BT at its principal office as its "prime rate", which is not
necessarily the lowest rate made available by BT or (ii) the Federal Funds Rate
plus 1/2 of 1% per annum. The "prime rate" announced by BT is evidenced by the
recording thereof after its announcement in such internal publication or
publications as BT may designate. Any change in the interest rate resulting from
a change in such "prime rate" announced by BT shall become effective without
prior notice to Borrower as of 12:01 A.M. (New York City time) on the Business
Day on which each change in such "prime rate" is announced by BT. BT may make
commercial or other loans to others at rates of interest at, above or below its
"prime rate".

                  "Base Rate Loan" means any Loan which bears interest at a rate
determined with reference to the Base Rate.

                  "Benefited Lender" is defined in Section 12.6(a).

                  "Board" means the Board of Governors of the Federal Reserve
System.

                  "Borrowers" means, collectively, LISN and NATG, and "Borrower"
means either LISN or NATG, individually; provided, however, that following the
LISN Mergers, the terms "Borrowers" and "Borrower" means NATG, individually and
as successor by merger to LISN.

                  "Borrowers' Portion of Excess Cash Flow" means, at any date of
determination, the cumulative amount (whether positive or negative) of Excess
Cash Flow for each full Fiscal Year of Holdings commencing on or after January
1, 2000 and ending prior to the date of determination that (i) was not or is not
required to be applied to the prepayment of Loans or the reduction of
Commitments, in each case as described in Sections 4.2, 4.4 and 4.5, and (ii)
has not been utilized on or prior to the date of determination (A) to make
interest payments and pay related dividends pursuant to clause (iii) of the
proviso in Section 8.5(c) or (B) to make Capital Expenditures pursuant to
Section 9.1(b)(ii).

                  "Borrowing" means a group of Loans of a single Type made by
the Lenders or the Swing Line Lender, as appropriate on a single date and in the
case of Eurodollar Loans, as to which a single Interest Period is in effect,
provided that Base Rate Loans or Eurodollar Loans incurred pursuant to Section
3.7 shall be considered part of any related Borrowing of Eurodollar Loans.

                  "Bridge Conversion Date" means the earlier of (i) the
repayment in full of the Bridge Loan Notes and the termination of the Bridge
Loan Agreement, and (ii) the "Conversion Date" as such term is defined in the
Bridge Loan Agreement.


                                       5

<PAGE>   7




                  "Bridge Loan Agreement" means that certain Senior Subordinated
Loan Agreement (including the Exhibits thereto) by and among Holdings, NATG,
LISN, various financial institutions from time to time party thereto, Bankers
Trust Company, as Administrative Agent, and NationsBridge, L.L.C., as
Syndication Agent, as the same may at any time be amended, supplemented,
restated or otherwise modified (including, without limitation, through the
execution and delivery of the "Senior Subordinated Indenture" as such term is
defined in the Bridge Loan Agreement) in accordance with the terms hereof and in
effect from time to time.

                  "Bridge Loan Documents" means the Bridge Loan Agreement, the
Bridge Loan Notes, the Bridge Loan Guaranties and all other agreements,
instruments and documents executed in connection therewith, in each case as the
same may be amended, restated, supplemented or otherwise modified from time to
time as permitted hereunder.

                  "Bridge Loan Guaranties" means, collectively, the Holdings
Guaranty (as such term is defined in the Bridge Loan Agreement) and the
Subsidiary Guaranty (as such term is defined in the Bridge Loan Agreement), in
each case as the same may be amended, restated, supplemented or otherwise
modified from time to time as permitted hereunder.

                  "Bridge Loan Notes" means each promissory note issued pursuant
to the Bridge Loan Agreement, including, without limitation, each Bridge Note,
each Term Note and each Subsequent Loan Note, as each such term is defined in
the Bridge Loan Agreement, in each case as the same may be amended, restated,
supplemented or otherwise modified from time to time as permitted hereunder.

                  "BT" means Bankers Trust Company, a New York banking
corporation, and its successors.

                  "Business Day" means (i) for all purposes other than as
covered by clause (ii) below, any day excluding Saturday, Sunday and any other
day which shall be in the City of New York a legal holiday or a day on which
banking institutions are authorized by law or other governmental actions to
close and (ii) with respect to all notices and determinations in connection
with, and payments of principal and interest on, Eurodollar Loans, any day which
is a Business Day described in clause (i) and which is also a day for trading by
and between banks in Dollar deposits in the interbank Eurodollar market.

                  "Capital Expenditures" means, without duplication, with
respect to any Person, any amounts expended, incurred or obligated to be
expended during or in respect of a period for any purchase or other acquisition
for value of any asset that should be classified on a consolidated balance sheet
of such Person prepared in accordance with GAAP as a fixed or capital asset
(including capitalized costs in respect of Intellectual Property) including,
without limitation, the direct or indirect acquisition of such assets or
improvements by way of increased product or service charges, offset items or
otherwise, and shall include Capitalized Lease Obligations.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations, rights in or other equivalents (however
designated) of such Person's capital stock (including each class of common and
preferred stock), partnership interests, membership



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<PAGE>   8


interests or other equivalent interests and any rights (other than debt
securities convertible into or exchangeable for capital stock), warrants or
options exchangeable for or convertible into such capital stock or other
interests.

                  "Capitalized Lease" means, at the time any determination
thereof is to be made, any lease of property, real or personal, in respect of
which the present value of the minimum rental commitment is capitalized on the
balance sheet of the lessee in accordance with GAAP.

                  "Capitalized Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
Capitalized Lease which would at such time be so required to be capitalized on
the balance sheet of the lessee in accordance with GAAP.

                  "Cash" means money, currency or the available credit balance
in Dollars in a Deposit Account.

                  "Cash Equivalents" means (i) any evidence of indebtedness,
maturing not more than one year after the date of issue, issued by the United
States of America or any instrumentality or agency thereof, the principal,
interest and premium, if any, of which is guaranteed fully by, or backed by the
full faith and credit of, the United States of America, (ii) Dollar denominated
time deposits, certificates of deposit and bankers acceptances maturing not more
than one year after the date of purchase, issued by (x) any Lender or (y) a
commercial banking institution having, or which is the principal banking
subsidiary of a bank holding company having, combined capital and surplus and
undivided profits of not less than $200,000,000 and a commercial paper rating of
"P-1" (or higher) according to Moody's, "A-1" (or higher) according to S&P or
the equivalent rating by any other nationally recognized rating agency (any such
bank, an "Approved Bank"), or (z) a non-United States commercial banking
institution which is either currently ranked among the 100 largest banks in the
world (by assets, according to the American Banker), has combined capital and
surplus and undivided profits of not less than $500,000,000 or whose commercial
paper (or the commercial paper of such bank's holding company) has a rating of
"P-1" (or higher) according to Moody's, "A-1" (or higher) according to S&P or
the equivalent rating by any other nationally recognized rating agency, (iii)
commercial paper, maturing not more than 270 days after the date of purchase,
issued or guaranteed by a corporation (other than Borrower or any Subsidiary of
Borrower or any of their respective Affiliates) organized and existing under the
laws of any state within the United States of America with a rating, at the time
as of which any determination thereof is to be made, of "P-1" (or higher)
according to Moody's, or "A-1" (or higher) according to S&P, (iv) demand
deposits with any bank or trust company maintained in the ordinary course of
business, (v) repurchase or reverse repurchase agreements covering obligations
of the type specified in clause (i) with a term of not more than seven days with
any Approved Bank and (vi) shares of any money market mutual fund rated at least
AAA or the equivalent thereof by S&P or at least AAA or the equivalent thereof
by Moody's, including, without limitation, any such mutual fund managed or
advised by any Lender or Agent.

                  "Change of Control" means (i) the sale, lease or transfer of
all or substantially all of Holdings' or any Borrower's assets to any Person or
group (as such term is used in Section 13(d)(3) of the Exchange Act), (ii) the
liquidation or dissolution of Holdings, LISN Holdings, or any Borrower (other
than in connection with the LISN Mergers), (iii) prior to a Qualified IPO of




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Holdings Common Stock, (A) WSP ceases to beneficially own (and have the
exclusive power to vote with respect to), directly or indirectly, at least 35%
of the outstanding Voting Securities of Holdings entitled (without regard to the
occurrence of any contingency) to vote (including, without limitation, pursuant
to any valid and enforceable stockholders or other voting agreement) for the
election of a majority of the members of the board of directors of Holdings, and
in any event sufficient to direct or cause the direction of the management and
policies of Holdings, (B) the nominees of WSP shall at any time fail or cease to
constitute a majority of the members of the board of directors of Holdings or
(C) any Person or group (as such term is used in Section 13(d)(3) of the
Exchange Act) (other than the Permitted Holders) shall at any time become the
owner, directly or indirectly, beneficially or of record, of shares representing
more than the aggregate number of shares of outstanding Voting Securities of
Holdings owned beneficially and of record by WSP, (iv) after a Qualified IPO of
Holdings Common Stock, (A) any Person or group (as such term is used in Section
13(d)(3) of the Exchange Act) (other than the Permitted Holders) shall at any
time become the owner, directly or indirectly, beneficially or of record, of
shares representing more than (x) 20% of the outstanding Voting Securities of
Holdings or (y) the aggregate number of shares of outstanding Voting Securities
of Holdings owned beneficially and of record by WSP, or (B) the replacement of a
majority of the directors on the board of directors of Holdings over a two-year
period from the directors who constituted the board of directors of Holdings at
the beginning of such period, and such replacement shall not have been approved
by a vote of at least a majority of the board of directors of Holdings then
still in office who either were members of such board of directors at the
beginning of such period or whose election as a member of such Board of
Directors was previously so approved, (v) Holdings ceases to beneficially own
(and have the exclusive power to vote with respect to) all of the issued and
outstanding Capital Stock of (A) prior to the consummation of the LISN Mergers,
LISN Holdings (except solely with respect to the Vanke Shares prior to the Vanke
Redemption) or (B) NATG, in each case free and clear of all Liens other than
Liens in favor of the Collateral Agent, (vi) prior to the consummation of the
LISN Mergers, LISN Holdings ceases to beneficially own (and have the exclusive
power to vote with respect to) all of the issued and outstanding Capital Stock
of LISN free and clear of all Liens other than Liens in favor of the Collateral
Agent or (vii) a "Change of Control" (or other similarly used defined term)
under and as defined in any of the Junior Subordinated Notes, the Seller
Subordinated Notes, the Senior Subordinated Notes or the Bridge Loan Agreement.

                  "Closing Date" means December 15, 1999.

                  "Code" means the Internal Revenue Code of 1986, as from time
to time amended, including the regulations proposed or promulgated thereunder,
or any successor statute and the regulations proposed or promulgated thereunder.

                  "Collateral" means all "Collateral" as defined in each of the
Security Documents.

                  "Collateral Account" is defined in Section 4.4(a).

                  "Collateral Agent" means the Agent acting as collateral agent
for the Secured Creditors.

                  "Collateral Assignment of Leases" is defined in Section
5.1(f).



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<PAGE>   10



                  "Commercial Letter of Credit" means any letter of credit or
similar instrument payable on a sight basis issued for the purpose of providing
the primary payment mechanism in connection with the purchase of any materials,
goods or services by Borrower or any Subsidiary in the ordinary course of
business.

                  "Commitment" means, with respect to each Lender, the aggregate
of the Revolving Commitment, the Term A Commitment and the Term B Commitment of
such Lender and "Commitments" means such commitments of all of the Lenders
collectively.

                  "Commitment Fee" is defined in Section 3.2(a).

                  "Commitment Period" means, the period from and including the
date hereof to but not including the Revolver Termination Date or, in the case
of the Swing Line Commitment, five (5) Business Days prior to the Revolver
Termination Date.

                  "Consolidated Current Assets" means, with respect to any
Person, as at the time any determination thereof is to be made, the amount,
without duplication, that is classified on a consolidated balance sheet of such
Person and its Subsidiaries as the consolidated current assets of such Person
and its Subsidiaries in accordance with GAAP.

                  "Consolidated Current Liabilities" means, with respect to any
Person, as at the time any determination thereof is to be made, all Indebtedness
of such Person and its Subsidiaries, without duplication, that is classified as
consolidated current liabilities on a consolidated balance sheet of such Person
and its Subsidiaries in accordance with GAAP.

                  "Consolidated EBITDA" means, for any applicable period, the
Consolidated Net Income or Consolidated Net Loss of Holdings and its
Subsidiaries (or of any business or Person to be acquired in any Permitted
Acquisition for purposes of determining Consolidated EBITDA on a pro forma basis
pursuant to Section 8.4(k)) for such period, plus, to the extent deducted in
determining the foregoing, (i) Consolidated Interest Expense for such period,
(ii) the provision for taxes based on income and foreign withholding taxes for
such period, (iii) depreciation expense for such period, (iv) amortization
expense for such period, minus (or plus) any non-cash non-operating income (or
loss) for such period to the extent included in Consolidated Net Income or
Consolidated Net Loss, and excluding any gain or loss recognized in determining
Consolidated Net Income or Consolidated Net Loss for such period in respect of
post-retirement benefits as a result of the application of FASB 106 and any
foreign currency translation adjustments as a result of the application of FASB
52. For purposes of computing Consolidated Net Income or Consolidated Net Loss
in determining Consolidated EBITDA of Holdings and its Subsidiaries, there shall
be excluded from the computation thereof, without duplication and to the extent
not otherwise excluded from the computation thereof, (i) non-recurring fees and
expenses incurred in connection with the consummation of the Transactions (other
than the issuance of the Senior Subordinated Notes) in an aggregate amount not
to exceed $16,000,000, (ii) non-recurring fees and expenses incurred in
connection with the issuance of the Senior Subordinated Notes in an aggregate
amount not to exceed $7,000,000 and (iii) non-recurring fees and expenses
incurred in connection with the consummation of any Permitted Acquisition in an
aggregate amount not to exceed five percent (5.0%) of the total Acquisition
Consideration for such Permitted Acquisition. In addition, for purposes of
computing Consolidated EBITDA for



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<PAGE>   11


any four-quarter period ending on or prior to December 31, 2000, Consolidated
EBITDA for any period prior to the Closing Date shall be calculated on a pro
forma basis assuming the consummation of the Transactions as of the first day of
such four-quarter period. Solely for purposes of computing the Leverage Ratio,
the Adjusted Fixed Charge Coverage Ratio, the Interest Coverage Ratio and the
Most Recent Ratio of Total Debt to EBITDA for any applicable period,
Consolidated EBITDA shall be calculated on a pro forma basis with respect to any
Permitted Acquisition effected during such period assuming the consummation of
such Permitted Acquisition as of the first day of such period, and taking into
account the same Pro Forma Adjustments used for determining Consolidated EBITDA
on a pro forma basis pursuant to Section 8.4(k) with respect to such Permitted
Acquisition.

                  "Consolidated Interest Expense" means for any Person, for any
period, the sum of total interest expense (including that attributable to
Capitalized Leases in accordance with GAAP) of such Person and its Subsidiaries
(net of interest income paid in cash) on a consolidated basis with respect to
all outstanding Indebtedness of such Person and its Subsidiaries, including,
without limitation, the net costs associated with Interest Rate Agreements and
all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers' acceptance financing, but excluding, however, any
prepayment premiums or amortization of original issue discount, all as
determined on a consolidated basis for such Person and its consolidated
Subsidiaries in accordance with GAAP; provided, however, that solely for
purposes of calculating the Adjusted Fixed Charge Coverage Ratio and the
Interest Coverage Ratio under this Agreement, Consolidated Interest Expense
shall (i) exclude any accrued interest on Indebtedness not paid in cash in
accordance with the terms, including subordination terms, of such Indebtedness
(including, without limitation, any PIK Interest), (ii) include any actual cash
payments when made (except cash interest payments described in clause (iii)
below) with respect to any accrued and unpaid interest (including, without
limitation, any PIK Interest) that have previously been excluded from
Consolidated Interest Expense pursuant to clause (i) above and (iii) exclude the
first interest payment made on the Junior Subordinated Notes pursuant to Section
1(b) of the Junior Subordinated Notes made after the fifth anniversary of the
issuance date thereof as permitted hereunder. For purposes of computing
Consolidated Interest Expense for any four-quarter period ending on or prior to
December 31, 2000, Consolidated Interest Expense shall be calculated on a pro
forma basis assuming the consummation of the Transactions as of the first day of
such four-quarter period.

                  "Consolidated Net Income" and "Consolidated Net Loss" mean,
respectively, with respect to any period, the aggregate of the net income (loss)
of the Person in question for such period, determined in accordance with GAAP on
a consolidated basis, provided that (i) the net income (loss) of any Person
which is not a consolidated Subsidiary shall be included only to the extent of
the amount of cash dividends or distributions paid to the Person in question or
to a consolidated Subsidiary of such Person and (ii) except for determinations
of net income (loss) to be made on a pro forma basis (A) in connection with a
Permitted Acquisition pursuant to Section 8.4(k) or (B) pursuant to either of
the last two sentences appearing in the definition of "Consolidated EBITDA", the
net income (loss) of any Person accrued prior to the date it becomes a
Subsidiary of any Borrower or is merged into or consolidated with any Borrower
or any of its Subsidiaries or that Person's assets are acquired by any Borrower
or any of its Subsidiaries shall be excluded.



                                       10

<PAGE>   12


                  "Consolidated Net Worth" of a Person means, without
duplication, the sum of (i) total stockholders' equity (excluding treasury
stock), plus (ii) the aggregate outstanding principal amount (including accrued
and unpaid interest) of Junior Subordinated Notes, minus (iii) the stated value
of any Investment (other than Investments of such Person in readily marketable
securities and other than Investments in any Person which is not subject to any
restriction or encumbrance (other than applicable law) on the ability to pay
dividends or make distributions) which such Person or any consolidated
Subsidiary of such Person has in any entity which is not a Subsidiary of such
Person, as determined from a consolidated balance sheet of such Person and its
consolidated Subsidiaries prepared in accordance with GAAP.

                  "Contractual Obligation" means, as to any Person, any
provision of any Securities issued by such Person or of any indenture or credit
agreement or any agreement, instrument or other undertaking to which such Person
is a party or by which it or any of its property is bound or to which it may be
subject.

                  "Control Agreement" is defined in Section 5.1(d).

                  "Credit Event" means, collectively, the making of any Loan or
the issuance of any Letter of Credit.

                  "Credit Exposure" is defined in Section 12.8(b).

                  "Credit Party" means each Borrower, Holdings, LISN Holdings,
each Subsidiary Guarantor and any guarantor which may hereafter enter into a
guarantee agreement with respect to the Obligations.

                  "Customary Permitted Liens" means for any Person:

                           (i) Liens for taxes not yet due and payable or which
are being contested in good faith by appropriate proceedings diligently pursued,
provided that (A) any proceedings commenced for the enforcement of such Liens
shall have been stayed or suspended within 30 days of the commencement thereof
and (B) provision for the payment of all such taxes known to such Person has
been made on the books of such Person to the extent required by GAAP;

                           (ii) mechanics', processor's, materialmen's,
carriers', warehousemen's, landlord's and similar Liens (including statutory and
common law landlords' liens under leases to which any Credit Party or any
Subsidiary is a party) arising in the ordinary course of business and securing
obligations of such Person that are not overdue for a period of more than 90
days or are being contested in good faith by appropriate proceedings diligently
pursued, provided that (A) any proceedings commenced for the enforcement of such
Liens shall have been stayed or suspended within 30 days of the commencement
thereof and (B) provision for the payment of such Liens has been made on the
books of such Person to the extent required by GAAP;

                           (iii) Liens arising in connection with worker's
compensation, unemployment insurance, old age pensions and social security
benefits which are not overdue or are being contested in good faith by
appropriate proceedings diligently pursued, provided that (A) any proceedings
commenced for the enforcement of such Liens shall have been stayed or


                                       11

<PAGE>   13



suspended within 30 days of the commencement thereof and (B) provision for the
payment of such Liens has been made on the books of such Person to the extent
required by GAAP;

                           (iv) Liens (A) incurred or deposits made in the
ordinary course of business to secure the performance of bids, tenders,
statutory obligations, fee and expense arrangements with trustees and fiscal
agents (exclusive of obligations incurred in connection with the borrowing of
money or the payment of the deferred purchase price of property) and (B)
securing surety, indemnity, performance, appeal and release bonds, provided that
(x) full provision for the payment of all such obligations has been made on the
books of such Person to the extent required by GAAP and (y) the aggregate amount
of all such obligations does not exceed $1,000,000 at any time outstanding;

                           (v) Permitted Real Property Encumbrances;

                           (vi) attachment, judgment or other similar Liens
arising in connection with court or arbitration proceedings involving
individually and in the aggregate liability (to the extent not paid or covered
by a reputable insurance company which has accepted liability in writing) of
$1,000,000 or less at any one time, provided the same are discharged, or that
execution or enforcement thereof is stayed pending appeal, within 30 days or, in
the case of any stay of execution or enforcement pending appeal, within such
lesser time during which such appeal may be taken;

                           (vii) leases or subleases granted to others not
interfering in any material respect with the business of any Credit Party or any
of their Subsidiaries and any interest or title of a lessor under any lease
(whether a Capitalized Lease or an Operating Lease) permitted by this Agreement
or the Security Documents;

                           (viii) customary rights of set off, revocation,
refund or chargeback under deposit agreements or under the UCC of banks or other
financial institutions where Borrower maintains deposits in the ordinary course
of business permitted by this Agreement;

                           (ix) Liens upon real and/or tangible personal
property, acquired by purchase, construction or otherwise by a Person, each of
which Liens was created solely for the purpose of securing Indebtedness
representing, or incurred to finance, the cost (including the cost of
construction) of the property (hereinafter referred to as "Purchase Money
Liens"); provided that:

                           (a) no such Purchase Money Lien shall extend to or
                  cover any property of such Person other than the respective
                  property so acquired and improvements thereon;

                           (b) the principal amount of the Indebtedness secured
                  by any such Purchase Money Lien shall at no time exceed 100%
                  of the fair value (as reasonably determined in good faith by a
                  Responsible Officer of such Person) of the respective property
                  at the time it was so acquired; and

                           (c) the aggregate principal amount of the
                  Indebtedness secured by all Purchase Money Liens, taken
                  together with the aggregate principal amount of



                                       12

<PAGE>   14


                  Indebtedness consisting of Capitalized Lease Obligations,
                  shall not exceed the aggregate amount of Purchase Money
                  Indebtedness permitted from time to time under Section 8.2(i),
                  or, if assumed in connection with any Permitted Acquisition
                  pursuant to Section 8.2(m), shall not exceed the aggregate
                  amount of Indebtedness permitted from time to time under
                  Section 8.2(m) (provided that any excess may be permitted
                  under Section 8.2(i) to the extent available thereunder);

                           (x) Liens on accounts receivables for which attempts
at collection have been undertaken by a third party authorized by the Person
owning such accounts receivable;

                           (xi) Liens arising from precautionary UCC financing
statements regarding Operating Leases permitted by this Agreement;

                           (xii) Liens arising from the granting of a license to
any Person in the ordinary course of business of any Credit Party and their
Subsidiaries;

                           (xiii) Liens attaching solely to cash earnest money
deposits made by any Borrower or any of their Subsidiaries in connection with
any letter of intent or purchase agreement entered into by it in connection with
a Permitted Acquisition;

                           (xiv) Liens deemed to exist in connection with
repurchase agreements and other similar Investments to the extent such
Investments are permitted under Section 8.8; and

                           (xv) Liens arising by operation of law on insurance
policies and proceeds thereof to secure premiums thereunder.

                  "Default Rate" means a variable rate per annum which shall be
two percent (2%) per annum plus either (i) the then applicable interest rate
hereunder in respect of the amount on which the Default Rate is being assessed
or (ii) if there is no such applicable interest rate, the Base Rate plus the
Applicable Base Rate Margin, but in no event in excess of that permitted by
applicable law.

                  "Defaulting Lender" means any Lender with respect to which a
Lender Default is in effect.

                  "Deposit Account" means a demand, time, savings, passbook or
like account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

                  "Designated Asset Disposition" means any Asset Disposition
relating to any assets or Capital Stock acquired in any Permitted Acquisition
which are identified by Borrowers in reasonable detail in a written notice
delivered to Agent at the time of delivery of the officer's certificate relating
to such Permitted Acquisition pursuant to Section 8.4(k) as being assets or
Capital Stock that Borrowers intend to sell or otherwise dispose of following
such Permitted Acquisition.

                  "Documents" means the Loan Documents and the Transaction
Documents.




                                       13

<PAGE>   15


                  "Dollar" and "$" means lawful money of the United States of
America.

                  "Domestic Subsidiary" means any Subsidiary of a Borrower that
is incorporated under the laws of any State of the U.S., the District of
Columbia or any territory or possession of the U.S.

                  "Effective Date" is defined in Section 12.17.

                  "Eligible Assignee" means (i) a commercial bank, investment
company, financial institution, financial company, fund (whether a corporation,
partnership, trust or other entity), insurance company or other "accredited
investor" (as defined in Regulation D of the Securities Act), (ii) any Lender
party to this Agreement, and (iii) any other Person approved by Agent and, in
the absence of an Unmatured Event of Default or Event of Default, Borrowers,
such approval not to be unreasonably withheld; provided, however, that an
Affiliate of Holdings shall not qualify as an Eligible Assignee.

                  "Employee Benefit Plan" means an "employee benefit plan" as
defined in Section 3(3) of ERISA, which is or has been established or
maintained, or to which contributions are or have been made, by Borrower or any
of its ERISA Affiliates, any Subsidiary of Borrower or ERISA Affiliate of such
Subsidiary.

                  "Environmental Claim" means any notice of violation, claim,
suit, demand, abatement order or other order or direction (conditional or
otherwise) by any Governmental Authority or any Person for any damage, personal
injury (including sickness, disease or death), tangible or intangible property
damage, contribution, indemnity, indirect or consequential damages, damage to
the environment, nuisance, pollution, contamination or other adverse effects on
the environment, human health, or natural resources, or for fines, penalties,
restrictions or injunctive relief, resulting from or based upon (a) the
occurrence or existence of a Release or threatened Release (whether sudden or
non-sudden or accidental or non-accidental) of, or exposure to, any Hazardous
Material in, into or onto the environment at, in, by, from or related to any
real estate owned, leased or operated at any time by Borrower or any of its
Subsidiaries (the "Premises"), (b) the use, handling, generation,
transportation, storage, treatment or disposal of Hazardous Materials in
connection with the operation of any Premises, or (c) the violation, or alleged
violation, of any Environmental Laws.

                  "Environmental Laws" means any and all applicable foreign,
federal, state or local laws, statutes, ordinances, codes, rules, regulations,
orders, decrees, judgements, directives and cleanup or action standards, levels
or objectives imposing liability or standards of conduct for or relating to the
protection of health, safety or the environment, including, but not limited to,
the following statutes as now written and hereafter amended: the Water Pollution
Control Act, as codified in 33 U.S.C. ss. 1251 et seq., the Clean Air Act, as
codified in 42 U.S.C. ss. 7401 et seq., the Toxic Substances Control Act, as
codified in 15 U.S.C. ss. 2601 et seq., the Solid Waste Disposal Act, as
codified in 42 U.S.C. ss. 6901 et seq., the Comprehensive Environmental
Response, Compensation and Liability Act, as codified in 42 U.S.C. ss. 9601 et
seq., the Emergency Planning and Community Right-to-Know Act of 1986, as
codified in 42 U.S.C. ss. 11001 et seq., and the Safe Drinking Water Act, as
codified in 42 U.S.C. ss. 300f et seq., and any related regulations, as well as
all state and local equivalents.


                                       14

<PAGE>   16


                  "Environmental Lien" means a Lien in favor of any Governmental
Authority for (i) any liability under foreign, federal, state or local
Environmental Laws or regulations, or (ii) damages arising from, or costs
incurred by such Governmental Authority in response to, a Release or threatened
Release of any Hazardous Material into the environment.

                  "Environmental Permits" means any and all permits, licenses,
certificates, authorizations or approvals of any Governmental Authority required
by Environmental Laws and necessary or reasonably required for the business of
any Borrower or any Subsidiary of any Borrower.

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

                  "ERISA Affiliate" means, with respect to any Person, any trade
or business (whether or not incorporated) which, together with such Person, is
under common control as described in Section 414(c) of the Code, is a member of
a "controlled group", as defined in Section 414(b) of the Code, or is a member
of an "affiliated service group", as defined in Section 414(m) of the Code which
includes such Person. Unless otherwise qualified, all references to an "ERISA
Affiliate" in this Agreement shall refer to an ERISA Affiliate of Borrower or
any Subsidiary.

                  "Eurodollar Loan" means any Loan which bears interest at a
rate determined with reference to the Eurodollar Rate.

                  "Eurodollar Rate" means with respect to each Interest Period
for a Eurodollar Loan, the arithmetic average (rounded upwards, if necessary, to
the nearest 1/16 of 1%) of the rate per annum obtained by dividing (i) the
offered quotation, if any, to first-class banks in the interbank eurodollar
market by BT for Dollar deposits of amounts in immediately available funds
comparable to the principal amount of the Eurodollar Rate Loan to be made by BT
with maturities comparable to such Interest Period, determined as of
approximately 10:00 A.M. (New York City time) on the Interest Rate Determination
Date, by (ii) a percentage equal to 100% minus the stated maximum rate
(expressed as a percentage) as prescribed by the Board of all reserve
requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves and all reserves required to be
maintained against "Eurocurrency liabilities" as specified in Regulation D (or
any successor regulation)) applicable on the first day of such Interest Period
to any member bank of the Federal Reserve System in respect of eurodollar
funding or liabilities. The determination of the Eurodollar Rate by Agent shall
be conclusive and binding on Borrowers absent manifest error.

                  "Event of Default" is defined in Section 10.1.

                  "Excess Cash Flow" means, for any period, the sum of (i) the
sum (without duplication) of (A) Consolidated Net Income for such period, plus
(B) the amount of all non-cash charges (including, without limitation or
duplication, depreciation, amortization and non-cash (including without
limitation any original issue discount or pay-in-kind interest expense) interest
expense) included in determining Consolidated Net Income for such period, plus
(C) the decrease, if any, in Adjusted Working Capital from the first day to the
last day of such period,



                                       15

<PAGE>   17



plus (D) provisions for taxes appearing on an income statement of Holdings and
its Subsidiaries for such period, plus (E) losses from sales of assets, minus
(ii) the sum (without duplication) of (A) any non-cash credits (including from
sales of assets) included in determining Consolidated Net Income for such
period, plus (B) gains from sales of assets included in determining Consolidated
Net Income for such period, plus (C) the aggregate amount of Capital
Expenditures (excluding Capital Expenditures made pursuant to Section 9.1(c)(i)
but including the payment of $7,885,450 to the Vanke Trust pursuant to the Vanke
Redemption as a Capital Expenditure) made by Holdings and its Subsidiaries
during such period to the extent not financed by any Indebtedness specified in
clause (i), (iii) or (vi) of the definition of "Indebtedness", plus (D) the
aggregate principal amount of permanent principal payments of Indebtedness for
borrowed money of Holdings and its Subsidiaries (other than (1) repayment of
Indebtedness with proceeds of issuance of other Indebtedness or equity or equity
contributions or with Net Sale Proceeds or Recovery Events and (2) repayment of
Loans, provided that repayments of Loans shall be deducted in determining Excess
Cash Flow if such repayments were (x) required as a result of a Scheduled Term
Repayments under Section 4.4(b) or (y) made as a voluntary prepayment with
internally generated funds (but in the case of a voluntary prepayment of
Acquisition Revolving Loans, Working Capital Loans or Swing Line Loans, only to
the extent accompanied by a voluntary permanent reduction to the Total Revolving
Commitment, as applicable)) during such period, plus (E) non-cash charges added
back in a previous period pursuant to clause (i)(B) above to the extent any such
charge has become a cash item in the current period, plus (F) the increase, if
any, in Adjusted Working Capital from the first day to the last day of such
period, plus (G) taxes paid by Holdings and its Subsidiaries during such period,
plus (H) the principal portion of Capitalized Lease Obligations paid by Holdings
and its Subsidiaries during such period.

                   "Excess Cash Flow Period" means, with respect to the
repayment required on each Excess Cash Payment Date, the immediately preceding
Fiscal Year of Holdings.

                  "Excess Cash Payment Date" means the date occurring 95 days
after the last day of a Fiscal Year of Holdings (beginning with its Fiscal Year
ending on December 31, 2000).

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended and as codified in 15 U.S.C. ss. 78a et seq., and as hereafter amended.

                  "Existing Credit Agreements" means, collectively, the Existing
Holdings Credit Agreement and the Existing LISN Credit Agreement, and all
documents, instruments and agreements relating to such loan agreements,
including, without limitation, all guaranties, pledge agreements and security
agreements.

                  "Existing Credit Agreement Termination Documents" means the
documents entered into with respect to the termination of the commitments, and
the reimbursement obligations with respect to any letters of credit issued,
under the Existing Credit Agreements, the repayment of the loans thereunder, the
release of all guaranties and security with respect thereto and any consents
required in connection therewith.

                  "Existing Holdings Credit Agreement" means that certain Credit
Agreement dated as of February 26, 1999, as amended, by and among NATG Holdings
and its Subsidiaries, the



                                       16

<PAGE>   18


lenders party thereto, Merrill Lynch and Co., Merrill Lynch, Pierce, Fenner &
Smith, Inc., as Joint Lead Arranger and Syndication Agent and PNC Bank, National
Association, as Joint Lead Arranger and Administrative Agent, together with all
guaranties, security documents and all other documents, instruments and
agreements executed and delivered in connection therewith.

                  "Existing LISN Credit Agreement" means that certain Credit
Agreement dated as of May 28, 1999, as amended, by and among LISN Holdings,
certain of its Subsidiaries, the lenders party thereto, BankBoston, N.A., as
Agent and BancBoston Robertson Stephens Inc., as Syndication Agent and Arranger,
together with all guaranties, security documents and all other documents,
instruments and agreements executed and delivered in connection therewith.

                  "Facility" means any of the credit facilities established
under this Agreement from time to time.

                  "Facing Agent" is defined in Section 2.9(a).

                  "Fair Market Value" means, with respect to any asset, the
price at which a willing buyer, not an Affiliate of the seller, and a willing
seller who does not have to sell, would agree to purchase and sell such asset,
as determined in good faith by the Board of Directors or other governing body
or, pursuant to a specific delegation of authority by such Board or governing
body, a designated senior executive officer, of Borrowers or the Subsidiary of
Borrowers selling such asset.

                  "FASB 52" means Statement of Financial Accounting Standards
No. 52 promulgated by the Financial Accounting Standards Board.

                  "FASB 106" means Statement of Financial Accounting Standards
No. 106 promulgated by the Financial Accounting Standards Board.

                  "Federal Funds Rate" means on any one day, the rate per annum
equal to the weighted average (rounded upwards, if necessary, to the nearest
1/100th of 1%) of the rate on overnight federal funds transactions with members
of the Federal Reserve System only arranged by federal funds brokers, as
published as of such day by the Federal Reserve Bank of New York, or, if such
rate is not so published, the average of the quotations for such day on such
transactions received by BT from three federal funds brokers of recognized
standing selected by BT.

                  "Fiscal Quarter" is defined in Section 7.13.

                  "Fiscal Year" is defined in Section 7.13.

                  "Foreign Pension Plan" means any plan, fund (including,
without limitation, any super-annuation fund) or other similar program
established or maintained outside of the United States of America by a Borrower
or any one or more of its Subsidiaries primarily for the benefit of employees of
a Borrower or such Subsidiaries residing outside the United States of America,
which plan, fund, or similar program provides or results in, retirement income,
a deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which is not subject to ERISA or the Code.



                                       17

<PAGE>   19



                  "Foreign Subsidiary" means any Subsidiary of a Borrower that
is not a Domestic Subsidiary.

                  "GAAP" means generally accepted accounting principles in the
U.S. as in effect from time to time.

                  "Government Acts" is defined in Section 2.9(g).

                  "Governmental Authority" means any nation or government, any
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of
government.

                  "Guarantee Obligations" means, as to any Person, without
duplication, any direct or indirect obligation of such Person guaranteeing or
intended to guarantee any Indebtedness, Capitalized Lease or operating lease,
dividend or other obligation ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent:
(i) to purchase any such primary obligation or any property constituting direct
or indirect security therefor; (ii) to advance or supply funds (A) for the
purchase or payment of any such primary obligation, or (B) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency 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 owner
of such primary obligation against loss in respect thereof; provided, however,
that the term Guarantee Obligation shall not include any endorsements of
instruments for deposit or collection in the ordinary course of business. The
amount of any Guarantee Obligation at any time shall be deemed to be an amount
equal to the lesser at such time of (y) the stated or determinable amount of the
primary obligation in respect of which such Guarantee Obligation is made or (z)
the maximum amount for which such Person may be liable pursuant to the terms of
the instrument embodying such Guarantee Obligation; or, if not stated or
determinable, the maximum reasonably anticipated liability (assuming full
performance) in respect thereof.

                  "Guaranty" means and includes each of the Holdings Guaranty
and the Subsidiary Guaranty.

                  "Hazardous Materials" means (i) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls and
radon gas the existence or exposure to which is prohibited, limited or regulated
by any Governmental Authority; (ii) any chemicals, materials or substances
defined as or included in the definition of "hazardous substances," "hazardous
wastes," "hazardous materials," "restricted hazardous materials," "extremely
hazardous wastes," "restrictive hazardous wastes," "toxic substances," "toxic
pollutants," "contaminants" or "pollutants," or words of similar meaning and
regulatory effect as defined by Environmental Laws ; or (c) any other chemical,
material or substance, exposure to which is prohibited, limited or regulated by
any Governmental Authority.




                                       18

<PAGE>   20

                  "Holdings" is defined in the introduction to this Agreement.

                  "Holdings Common Stock" means Holdings' Common Stock, par
value $0.01 per share.

                  "Holdings Guaranty" is defined in Section 5.1(e).

                  "Holdings Preferred Stock" means Holdings' Series C
Participating Preferred Stock, par value $0.01 per share.

                  "Indebtedness" means, as applied to any Person (without
duplication):

                           (i) all indebtedness (including principal, interest,
         fees and charges) of such Person for borrowed money;

                           (ii) the deferred and unpaid balance of the purchase
         price of assets (including any earn-out obligation in connection with
         any acquisition) or services (other than trade payables incurred in the
         ordinary course of business that are not overdue by more than 90 days
         unless being contested in good faith);

                           (iii) all Capitalized Lease Obligations;

                           (iv) all indebtedness secured by any Lien on any
         property owned by such Person (excluding advances or prepayments made
         to any Borrower or any of their Subsidiaries pursuant to turnkey
         agreements entered into in the ordinary course of business with TCI or
         any of its Affiliates), whether or not such indebtedness has been
         assumed by such Person or is nonrecourse to such Person (valued at the
         lesser of (A) the fair market value of the property so secured and (B)
         the aggregate amount of indebtedness so secured);

                           (v) notes payable and drafts accepted representing
         extensions of credit whether or not representing obligations for
         borrowed money;

                           (vi) indebtedness or obligations of such Person, in
         each case, evidenced by bonds, notes or similar written instrument;

                           (vii) the face amount of all letters of credit and
         bankers' acceptances issued for the account of such Person, and without
         duplication, all unpaid drawings in respect thereof and all drafts
         drawn thereunder;

                           (viii) all net obligations of such Person under
         Interest Rate Agreements or Other Hedging Agreements;

                           (ix) Guarantee Obligations of such Person; and

                           (x) the principal balance outstanding under any
         synthetic lease, tax retention operating lease, off-balance sheet loan
         or similar off-balance sheet financing product to which such Person is
         a party, where such transaction is considered borrowed



                                       19

<PAGE>   21


         money indebtedness for tax purposes but is classified as an operating
         lease in accordance with GAAP.

                  "Indebtedness to Remain Outstanding" is defined in Section
6.5(d).

                  "Indemnified Person" is defined in Section 12.4(b).

                  "Initial Borrowing" means the first Borrowing by Borrowers
under this Agreement.

                  "Initial Borrowing Date" means the date of the Initial
Borrowing.

                  "Initial Loan" means the first Loan made by the Lenders under
this Agreement.

                  "Intellectual Property" is defined in Section 6.21.

                  "Interest Coverage Ratio" means, for any period, the ratio of
Consolidated EBITDA for such period to Consolidated Interest Expense for such
period.

                  "Interest Payment Date" means (i) as to any Base Rate Loan,
each Quarterly Payment Date to occur while such Loan is outstanding, (ii) as to
any Eurodollar Loan the last day of the Interest Period applicable thereto and
(iii) as to any Eurodollar Loan having an Interest Period longer than three
months, each day which is three months after the first day of the Interest
Period applicable thereto; provided, however, that, in addition to the
foregoing, each of (A) the date upon which the Revolving Commitments have been
terminated, and the Loans have been paid in full and (B) each of the Term A Loan
Maturity Date and the Term B Loan Maturity Date shall be deemed to be an
"Interest Payment Date" with respect to any interest which is then accrued
hereunder.

                  "Interest Period" is defined in Section 3.4.

                  "Interest Rate Agreement" means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest
rate futures contract, interest rate option contract or other similar agreement
or arrangement to which any Credit Party or any Subsidiary is a party.

                  "Interest Rate Determination Date" means with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

                  "Investment" means, as applied to any Person, (i) any direct
or indirect purchase or other acquisition by that Person of, or a beneficial
interest in, Securities of any other Person, or a capital contribution by that
Person to any other Person, (ii) any direct or indirect loan or advance to any
other Person (other than prepaid expenses or accounts receivable created or
acquired in the ordinary course of business), including all Indebtedness to such
Person arising from a sale of property by such Person other than in the ordinary
course of its business, (iii) any purchase by that Person of all or a
significant part of the assets of a business conducted by another Person
(including any purchase) or (iv) any purchase by that Person of a futures
contract




                                       20


<PAGE>   22


or such Person otherwise becoming liable for the purchase or sale of
currency or other commodity at a future date in the nature of a futures
contract. The amount of any Investment by any Person on any date of
determination shall be the sum of the value of the gross assets acquired by such
Person (including the amount of any liability assumed in connection with the
acquisition by such Person to the extent such liability would be reflected on a
balance sheet prepared in accordance with GAAP) plus the cost of all additions,
thereto, without any adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment, minus the
amount of all cash returns of principal or capital thereon, cash dividends
thereon and other cash returns on investment thereon or liabilities expressly
assumed by another Person (other than a Credit Party or another Subsidiary of a
Credit Party) in connection with the sale of such Investment. Whenever the term
"outstanding" is used in this Agreement with reference to an Investment, it
shall take into account the matters referred to in the proceeding sentence.

                  "Investment Agreement" means the Investment Agreement as
defined in the Reorganization Agreement, as the same may be amended, restated,
supplemented or otherwise modified from time to time as permitted hereunder,
pursuant to which the WSP Entities shall purchase the New LISN Notes on or prior
to the Closing Date.

                  "IRS" means the United States Internal Revenue Service, or any
successor or analogous organization.

                  "Junior Subordinated Documents" means the Junior Subordinated
Notes and all other agreements, instruments and documents executed and delivered
in connection therewith.

                  "Junior Subordinated Notes" means, collectively, (i) those
certain 12% Subordinated Promissory Notes dated the Closing Date in the initial
aggregate principal amount of $138,266,128 issued by Holdings in favor of the
WSP Entities, the Orius Investors and the LISN Investors, and (ii) additional
12% Subordinated Promissory Notes issued after the Closing Date in accordance
with Section 8.2(c), provided that (A) such Indebtedness is unsecured and
subordinated to the Obligations and any obligations under any Interest Rate
Agreement or Other Hedging Agreement on the same terms and conditions
(including, without limitation, standstill provisions) as the Junior
Subordinated Notes issued on the Closing Date, (B) such Junior Subordinated
Notes bear interest at a rate not higher than twelve percent (12.0%) per annum
with at least sixty percent (60%) of such interest to be payable in kind on the
same basis as the Junior Subordinated Notes issued on the Closing Date or the
payment of which is deferred or accrues as additional principal until the date
on which the final principal payments thereunder are made (except with respect
to catch-up payments as provided in Section 1(b) of the Junior Subordinated
Notes, to the extent such payments are permitted through the payment of
dividends or distributions in accordance with Section 8.5(c)), (C) such Junior
Subordinated Notes mature on a date not earlier than the later of (x) the tenth
anniversary of the Closing Date or (y) one (1) year following the final payment
in full of the Senior Subordinated Notes (if issued) and (D) shall otherwise be
on the same terms and conditions as the Junior Subordinated Notes issued on the
Closing Date, as the same may be amended, restated, supplemented or otherwise
modified from time to time as permitted hereunder.


                                       21
<PAGE>   23

                  "Landlord Consent" means a letter in favor of Agent and the
Lenders which is executed by each lessor of any material leased facility of any
Borrower or any Subsidiary of any Borrower at which Collateral may now or in the
future be located, in form and substance satisfactory to Agent.

                  "LC Commission" is defined in Section 2.9(e)(ii)(A).

                  "LC Obligations" means, at any time, an amount equal to the
sum of (i) the aggregate Stated Amount of the then outstanding Letters of Credit
(other than the Rollover Letters of Credit) and (ii) the aggregate amount of
Unpaid Drawings (other than Unpaid Drawings related to Rollover Letters of
Credit). The LC Obligation of any Lender at any time shall mean its Revolver Pro
Rata Share of the aggregate LC Obligations outstanding at such time.

                  "Lender" and "Lenders" have the respective meanings assigned
to those terms in the introduction to this Agreement and shall include any
Person that becomes a "Lender" as contemplated by Section 12.8.

                  "Lender Default" means (i) the refusal (which has not been
retracted) of a Lender to make available its portion of any Borrowing or to fund
its portion of any unreimbursed payment under Section 2.1 (provided that the
conditions to funding in respect thereof have been satisfied) or 2.9(f) or (ii)
a Lender having notified in writing Borrowers and/or Agent that it does not
intend to comply with its obligations under Section 2.1 (whether or not as a
result of any takeover of such Lender by any regulatory authority or agency).

                  "Letter of Credit Payment" means as applicable (i) all
payments made by the Facing Agent pursuant to either a draft or demand for
payment under a Letter of Credit or (ii) all payments made by the Lenders to the
Facing Agent in respect thereof (whether or not in accordance with their
Revolver Pro Rata Shares).

                  "Letter of Credit Request" is defined in Section 2.9(b).

                  "Letters of Credit" means, collectively, all Commercial
Letters of Credit, Standby Letters of Credit and Rollover Letters of Credit
issued pursuant to this Agreement, and "Letter of Credit" means any one of such
Letters of Credit.

                  "Leverage Ratio" means, for any period, the ratio of Total
Consolidated Indebtedness (but excluding any Indebtedness with respect to the
Junior Subordinated Notes) as of the end of such period to Consolidated EBITDA
for such period.

                  "Lien" means (i) any judgment lien or execution, attachment,
levy, distraint or similar legal process and (ii) any mortgage, pledge,
hypothecation, collateral assignment, security interest, encumbrance, lien,
charge or deposit arrangement (other than a deposit to a Deposit Account in the
ordinary course of business and not intended as security) of any kind
(including, without limitation, any conditional sale or other title retention
agreement or lease in the nature thereof, any agreement to give any of the
foregoing, or any filing or agreement to file a financing statement as debtor
under the UCC or any similar statute other than to reflect

                                       22

<PAGE>   24

ownership by a third party of property leased to any Borrower or any of its
Subsidiaries under a lease which is not in the nature of a conditional sale or
title retention agreement).

                  "LISN" is defined in the introduction to this Agreement.

                  "LISN Equity Rollover" means the contribution by the existing
stockholders of LISN Holdings to Holdings of not less than 90% of the value of
the Capital Stock on the Closing Date (on a fully diluted basis) of LISN
Holdings and all of the LISN Junior Notes pursuant to the Merger Agreement, the
Note Exchange Agreement and the other Reorganization Documents.

                  "LISN Holdings" means LISN Holdings, Inc., an Ohio
corporation.

                  "LISN Investors" means those shareholders of LISN Holdings
listed on Exhibit B to the Reorganization Agreement.

                  "LISN Junior Notes" means the LISN 12% Junior Subordinated
Notes issued pursuant to the LISN Recapitalization Agreement.

                  "LISN Mergers" means, collectively, (i) the merger of LISN
with and into NATG with NATG as the surviving entity and (ii) the merger of LISN
Holdings with and into Holdings with Holdings as the surviving entity.

                  "LISN Recapitalization Agreement" means that certain
Recapitalization Agreement dated as of May 28, 1999 by and among LISN Holdings,
LISN, Inc., an Ohio corporation, Arion Sub, Inc., a Delaware corporation, James
S. Hivnor, James S. Hivnor Revocable Electing Small Business Trust (dated
December 25, 1998), Donald L. Sanneman, Donald J. Vanke, Vanke Trust, WSP and
the other purchasers signatory thereto.

                  "Loan" means any of the Term A Loans, the Term B Loans, the
Swing Line Loans, the Acquisition Loans or the Revolving Loans and "Loans" means
all such Loans collectively.

                  "Loan Documents" means, collectively, this Agreement, the
Notes, each Letter of Credit, each Security Document, each Interest Rate
Agreement to which any Lender or any Affiliate of a Lender is a party, and all
other agreements, instruments and documents executed in connection therewith, in
each case as the same may at any time be amended, supplemented, restated or
otherwise modified and in effect.

                  "Majority Lenders" of any Facility means those Non-Defaulting
Lenders which would constitute the Required Lenders under, and as defined in,
this Agreement if all outstanding Obligations of other Facilities under this
Agreement were repaid in full and all Commitments with respect thereto were
terminated.

                  "Material Adverse Effect" means a material adverse effect on
(i) the business, financial condition, assets, liabilities or results of
operations of Holdings and its Subsidiaries taken as a whole, (ii) the ability
of any Credit Party to perform its respective obligations under any Loan
Document to which it is a party, or (iii) the validity or enforceability (other
than in

                                       23

<PAGE>   25

accordance with its terms) of this Agreement or any of the Security Documents or
the rights or remedies of Agent and the Lenders hereunder or thereunder.

                  "Maximum Commitment" means, when used with reference to any
Lender, the aggregate of such Lender's Term A Commitment, Term B Commitment and
Revolving Commitment in the amounts not to exceed those set forth opposite the
name of such Lender on Schedule 1.1(a) hereto, subject to reduction from time to
time in accordance with the terms of this Agreement.

                  "Merger Agreement" means the Merger Agreement as defined in
the Reorganization Agreement, as the same may be amended, restated, supplemented
or otherwise modified from time to time as permitted hereunder, pursuant to
which Orius Merger Sub, Inc. will merge with and into LISN Holdings on or before
the Closing Date.

                  "Minimum Borrowing Amount" means, with respect to Base Rate
Loans, $1,000,000, and with respect to Eurodollar Loans, $1,000,000, and with
respect to Swing Line Loans, $250,000.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor to the rating agency business ------- thereof.

                  "Mortgage" is defined in Section 5.1(g) and shall also include
any mortgages or similar documents executed pursuant to Section 7.12, all as
amended, restated, supplemented or otherwise modified from time to time.

                  "Mortgage Policies" is defined in Section 5.1(g) and shall
also include any mortgage policies or similar documents executed pursuant to
Section 5.3 or 7.12.

                  "Mortgaged Property" is defined in Section 5.1(g) and shall
also include any real property subject to a mortgage pursuant to Section 5.3 or
7.12.

                  "Most Recent Ratio of Total Debt to EBITDA" means, at any date
of determination, the ratio of Total Consolidated Indebtedness (but excluding
any Indebtedness with respect to the Junior Subordinated Notes) as of the end of
the most recently ended fiscal quarter of Holdings for which financial
statements have been delivered pursuant to Section 7.1 to Consolidated EBITDA
for the period of four consecutive fiscal quarters ending on the last day of the
most recently ended fiscal quarter of Holdings for which financial statements
have been delivered pursuant to Section 7.1; provided, however, that if Holdings
fails to deliver such financial statements as required by Article VII and
further fails to remedy such default within five days of notice thereof from
Agent, then, without prejudice to any other rights of any Lender hereunder, the
Most Recent Ratio of Total Debt to EBITDA shall be deemed to be greater than
4.25 to 1.0 as of the date such financial statements were required to be
delivered under Section 7.1. Notwithstanding the foregoing or the provisions of
the last sentence of Section 3.3, from the date hereof to the date of delivery
of financial statements for the period ending June 30, 2000, the Most Recent
Ratio of Total Debt to EBITDA shall be deemed to be greater than 4.25 to 1.00.

                  "Multiemployer Plan" means any plan described in Section
4001(a)(3) of ERISA to which contributions are or have, within the preceding six
years, been made, or are or were,

                                       24
<PAGE>   26

within the preceding six years, required to be made, by any Borrower or any of
its ERISA Affiliates or any Subsidiary of any Borrower or ERISA Affiliates of
such Subsidiary.

                  "NATG" is defined in the introduction to this Agreement.

                  "Net Offering Proceeds" means the cash proceeds received by
Holdings or any of its Subsidiaries (including cash received by way of referred
payment pursuant to a note receivable, conversion of non-cash consideration or
otherwise, but only as and when such cash is received) from (i) the issuance of
any Capital Stock or (ii) the incurrence of any Indebtedness, in each case net
of the actual liabilities for reasonably anticipated cash taxes in connection
with such issuance or incurrence, if any, any underwriting, brokerage and other
customary selling commissions incurred in connection with such issuance or
incurrence, and reasonable legal, advisory and other out-of-pocket fees and
expenses, including title and recording tax expenses, if any, incurred in
connection with such issuance or incurrence.

                  "Net Sale Proceeds" means, with respect to any Asset
Disposition the aggregate cash payments received by any Borrower or any
Subsidiary from such Asset Disposition (including, without limitation, cash
received by way of deferred payment pursuant to a note receivable, conversion of
non-cash consideration, cash payments in respect of purchase price adjustments
or otherwise, but only as and when such cash is received and excluding any
deferred payment pursuant to any non-cash consideration to the extent such
payment represents interest income to Borrower or any Subsidiary) minus (i) the
direct costs and expenses incurred in connection therewith (including in the
case of any Asset Disposition, the payment of the outstanding principal amount
of, premium, if any, and interest on any Indebtedness (other than hereunder)
required to be repaid as a result of such Asset Disposition); (ii) any provision
for taxes in respect thereof made in accordance with GAAP provided that such
expenses shall only include taxes to the extent that taxes are payable in cash
in the current year or the following year as a result of such Asset Disposition;
and (iii) any portion of any such proceeds which Holdings determines in good
faith should be reserved for post-closing adjustments (to the extent Holdings
delivers to the Lenders a certificate signed by the chief financial officer of
Holdings as to such determination), it being understood and agreed that on the
day that all such post-closing adjustments have been determined (which shall not
be later than six months following the date of the respective asset sale), the
amount (if any) by which the reserved amount in respect of such sale or
disposition exceeds the actual post-closing adjustments payable by Holdings or
any of its Subsidiaries shall constitute Net Sale Proceeds on such date received
by Holdings or any of its Subsidiaries. Any proceeds received in a currency
other than Dollars shall, for purposes of the calculation of the amount of Net
Sale Proceeds, be in an amount equal to the Dollar equivalent thereof as of the
date of receipt thereof by such Person. For purposes of this Agreement, Net Sale
Proceeds shall not include proceeds from any Recovery Event.

                  "New Domestic Subsidiary" is defined in Section 7.12(b).

                  "New LISN Notes" means the New LISN Notes as defined in the
Reorganization Agreement, which notes shall be purchased by the WSP Entities
pursuant to the Investment Agreement and exchanged pursuant to the Note Exchange
Agreement on or before the Closing Date.

                                       25
<PAGE>   27

                  "Non-Defaulting Lender" means each Lender which is not a
Defaulting Lender.

                  "Note" means any of the Revolving Notes, the Swing Line Note,
the Term A Notes or the Term B Notes and "Notes" means all of such Notes
collectively.

                  "Note Exchange Agreement" means the Note Exchange Agreement as
defined in the Reorganization Agreement, as the same may be amended, restated,
supplemented or otherwise modified from time to time as permitted hereunder,
pursuant to which all of the LISN Junior Notes will be exchanged for Junior
Subordinated Notes and all of the New LISN Notes will be exchanged for Holdings
Common Stock, Holdings Preferred Stock and Junior Subordinated Notes, in each
case pursuant to the terms and conditions set forth in the Note Exchange
Agreement and the Reorganization Agreement.

                  "Notice Address" is defined in Section 2.5.

                  "Notice of Borrowing" is defined in Section 2.5.

                  "Notice of Conversion or Continuation" is defined in Section
2.6.

                  "Notice Office" means the office of the Agent located at One
Bankers Trust Plaza, 130 Liberty Street, 14th Floor, New York, New York 10006,
Attention: Deal Administrator, or such other office as the Agent may designate
to Borrower and the Lenders from time to time.

                  "Obligations" means all liabilities and obligations of the
Credit Parties and any Subsidiary of any Borrower now or hereafter arising under
this Agreement and all of the other Loan Documents, whether for principal,
interest, fees, expenses, indemnities or otherwise, and whether primary,
secondary, direct, indirect, contingent, fixed or otherwise (including
obligations of performance).

                  "Operating Lease" of any Person, means any lease (including,
without limitation, leases which may be terminated by the lessee at any time) of
any property (whether real, personal or mixed) by such Person, as lessee, which
is not a Capitalized Lease.

                  "Organizational Documents" means, with respect to any Person,
such Person's articles or certificate of incorporation, bylaws, partnership
agreement, operating agreement, joint venture agreement or other similar
governing documents and any document setting forth the designation, amount
and/or relative rights, limitations and preferences of any class or series of
such Person's Capital Stock.

                  "Orius Equity Rollover" is defined in Section 5.1(w).

                  "Orius Investors" means the persons identified in the
Reorganization Agreement as the stockholders of Holdings, H.I.G. Cable, Inc. and
H.I.G. Cable West, Inc.

                  "Other Hedging Agreement" means any foreign exchange contract,
currency swap agreement, futures contract, commodity agreements, option
contract, synthetic cap or other similar agreement.

                                       26
<PAGE>   28

                  "Participants" is defined in Section 12.8(b).

                  "Payment Office" is defined in Section 2.7.

                  "PBGC" means the Pension Benefit Guaranty Corporation created
by Section 4002(a) of ERISA.

                  "Perfection Certificate" is defined in Section 5.1(b).

                  "Permitted Acquisition Capex Amount" means, for any Fiscal
Year of Holdings and its Subsidiaries, an amount equal to twenty percent (20%)
of the pro forma Consolidated EBITDA of each Person or business acquired in any
Permitted Acquisition which is used to determine Consolidated EBITDA on a pro
forma basis pursuant to Section 8.4(k) (but only with respect to such Person or
business so acquired); provided, however that the calculation of Permitted
Acquisition Capex Amount for any Permitted Acquisition shall be pro-rated in the
Fiscal Year in which such Permitted Acquisition is consummated to account for
the portion of the Fiscal Year remaining following the consummation thereof.

                  "Permitted Acquisitions" is defined in Section 8.4(k).

                  "Permitted Covenant" means (i) any periodic reporting
covenant, (ii) any covenant restricting payments by Holdings with respect to any
securities of Holdings which are junior to the Permitted Holdings Preferred
Stock, (iii) any covenant the default of which can only result in an increase in
the amount of any redemption price, repayment amount, dividend rate or interest
rate, (iv) any covenant providing board observance rights with respect to
Holdings' board of directors and (v) any other covenant that does not adversely
affect the interests of the Lenders (as reasonably determined by Agent).

                  "Permitted Holders" means WSP and its Subsidiaries and
Affiliates.

                  "Permitted Holdings Preferred Stock" means (a) Holdings
Preferred Stock and (b) any other preferred stock of Holdings (or any equity
security of Holdings that is convertible or exchangeable into any preferred
stock of Holdings), so long as the terms of any such preferred stock or equity
security of Holdings (i) do not provide any collateral security, (ii) do not
provide any guaranty or other support by the Borrower or any Subsidiaries of the
Borrower, (iii) do not contain any mandatory put, redemption, repayment, sinking
fund or other similar provision occurring before the eighth anniversary of the
Closing Date, (iv) do not require the cash payment of dividends or interest, (v)
do not contain any covenants other than any Permitted Covenant, (vi) do not
grant the holders thereof any voting rights except for (x) voting rights
required to be granted to such holders under applicable law, (y) limited
customary voting rights on fundamental matters such as mergers, consolidations,
sales of substantial assets, or liquidations involving Holdings and (z) other
voting rights to the extent not greater than or superior to those allocated to
Holdings common stock on a per share basis, and (vii) are otherwise reasonably
satisfactory to Agent.

                  "Permitted Liens" is defined in Section 8.1.

                                       27
<PAGE>   29

                  "Permitted Real Property Encumbrances" means (i) those liens,
encumbrances and other matters affecting title to any Mortgaged Property listed
in the Mortgage Policies in respect thereof and found, on the date of delivery
of such Mortgage Policies to Agent in accordance with the terms hereof,
reasonably acceptable by Agent, (ii) as to any particular parcel of real
property at any time, such easements, encroachments, covenants, rights of way,
minor defects, irregularities or encumbrances on title which do not, in the
reasonable opinion of Agent, materially impair such parcel of real property for
the purpose for which it is held by the user thereof, or the Lien held by Agent,
(iii) municipal and zoning ordinances, which are not violated in any material
respect by the existing improvements and the present use made by the mortgagor
thereof of the Premises (as defined in the respective Mortgage), (iv) general
real estate taxes and assessments not yet delinquent, and (v) such other items
as to which Agent may consent.

                  "Person" means an individual or a corporation, partnership,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, government (or an agency or political
subdivision thereof) or other entity of any kind.

                  "PIK Interest" means any accrued interest payments on the
Junior Subordinated Notes, any Seller Subordinated Notes or any other
Subordinated Indebtedness that are deferred until the date on which the final
principal payments thereunder are made or made through the issuance of
"payment-in-kind" notes or other similar securities (including book-entry
accrual with respect to such deferred interest payments), all in accordance with
the terms of the Junior Subordinated Notes; provided, however, that in no event
shall PIK Interest include any interest payments made with cash or Cash
Equivalents.

                  "Plan" means any plan described in Section 4021(a) of ERISA
and not excluded pursuant to Section 4021(b) thereof, which is or has, within
the preceding six years, been established or maintained, or to which
contributions are or have, within the preceding six years, been made, by
Borrower or any of its ERISA Affiliates or any Subsidiary of Borrower or any
ERISA Affiliates of such Subsidiary, but not including any Multiemployer Plan.

                  "Plan Administrator" has the meaning assigned to the term
"administrator" in Section 3(16)(A) of ERISA.

                  "Plan Sponsor" has the meaning assigned to the term "plan
sponsor" in Section 3(16)(B) of ERISA.

                  "Pledge Agreement" is defined in Section 5.1(c).

                  "Pledged Securities" means all of the Pledged Securities as
defined in Section 3.4 of the Pledge Agreement.

                  "Pro Forma Adjustments" is defined in Section 8.4(k).

                  "Pro Forma Balance Sheet" is defined in Section 6.5(a).

                  "Pro Rata Share" means, when used with reference to any Lender
and any described aggregate or total amount, an amount equal to the result
obtained by multiplying such described aggregate or total amount by a fraction
the numerator of which shall be such Lender's

                                       28
<PAGE>   30

Maximum Commitment and the denominator of which shall be the Total Commitment
or, if no Commitments are then outstanding, such Lender's aggregate outstanding
principal amount of Loans to the total outstanding principal balance of all
Loans hereunder.

                  "Projections" is defined in Section 6.5(e).

                  "Purchase Money Indebtedness" is defined in Section 8.2(i).

                  "Put and Call Agreements" means the Orius Call Agreements,
Orius Put Agreements, HIG Call Agreements and HIG Put Agreements, as each such
term is defined in the Reorganization Agreement and as each may be amended,
restated, supplemented or otherwise modified from time to time as permitted
hereunder.

                  "Qualified IPO" means a bona fide underwritten sale to the
public of Holdings Common Stock pursuant to a registration statement (other than
on Form S-8 or any other form relating to securities issuable under any benefit
plan of Holdings or any of its Subsidiaries, as the case may be) that is
declared effective by the SEC and such offering results in gross cash proceeds
(exclusive of underwriter's discounts and commissions and other expenses) of at
least $75,000,000.

                  "Quarterly Payment Date" means, subject to Section 4.6, the
fifteenth (15th) day of each March, June, September and December of each year
commencing March 15, 2000.

                  "Real Property" means all of the right, title and interest of
any Person in and to land, improvements and fixtures, including any such
interest as lessee or licensee in, to and under leases or licenses.

                  "Recovery Event" means the receipt by any Borrower (or any of
its Affiliates) of any insurance or condemnation proceeds payable (i) by reason
of any theft, physical destruction or damage or any other similar event with
respect to any properties or assets of such Borrower or any of its Subsidiaries,
(ii) by reason of any condemnation, taking, seizing or similar event with
respect to any properties or assets of such Borrower or any of its Subsidiaries
and (iii) under any policy of insurance required to be maintained under Section
7.8.

                  "Refunded Swing Line Loans" is defined in Section 2.1(c)(ii).

                  "Regulation D" means Regulation D of the Board as from time to
time in effect and any successor to all or a portion thereof establishing
reserve requirements.

                  "Release" means any release, spill, emission, leaking,
pumping, pouring, emptying, dumping, injection, disposal, discharge, escape,
leaching or migration into the environment.

                  "Remedial Action" means actions required to (i) clean up,
remove, treat or in any other way address Hazardous Materials in the indoor or
outdoor environment, (ii) prevent or minimize the Release or threat of Release
of Hazardous Materials so they do not migrate or endanger or threaten to
endanger public health or welfare or the indoor or outdoor environment; or (iii)
perform pre-remedial or post-remedial studies and investigations and
post-remedial

                                       29
<PAGE>   31

monitoring and care or any other studies, reports or investigations relating to
Hazardous Materials.

                  "Reorganization" means the reorganization of Holdings and its
Subsidiaries pursuant to and in accordance with the terms and conditions of the
Reorganization Documents.

                  "Reorganization Agreement" means that certain Agreement and
Plan of Reorganization dated as of November 8, 1999 by and among LISN Holdings,
Holdings and Orius Merger Sub, Inc., as the same may be amended, restated,
supplemented or otherwise modified from time to time as permitted hereunder.

                  "Reorganization Documents" means the Reorganization Agreement,
the Merger Agreement, the Note Exchange Agreement, the Investment Agreement, the
Put and Call Agreements and all other documents, instruments and agreements
entered into or delivered pursuant thereto.

                  "Replaced Lender" is defined in Section 3.7.

                  "Replacement Lender" is defined in Section 3.7.

                  "Reportable Event" means a "reportable event" described in
Section 4043(c) of ERISA or in the regulations thereunder with respect to a
Plan, the filing of a notice of intent to terminate a Plan, the termination of a
Plan, any event requiring disclosure under Section 4063(a) or 4062(e) of ERISA,
receipt of a notice of withdrawal liability with respect to a Multiemployer Plan
pursuant to Section 4202 of ERISA or receipt of a notice of reorganization or
insolvency with respect to a Multiemployer Plan pursuant to Section 4242 or 4245
of ERISA.

                  "Required Lenders" means Non-Defaulting Lenders the sum of
whose outstanding Term Loans, Term A Pro Rata Share of outstanding Rollover LC
Obligations and Revolving Commitments (or, after the Total Revolving Commitment
has been terminated, outstanding Acquisition Revolving Loans and Working Capital
Loans, and Revolver Pro Rata Share of outstanding Swing Line Loans and LC
Obligations) constitute greater than 50% of the sum of (i) the total outstanding
Term Loans and the aggregate Term A Pro Rata Share of outstanding Rollover LC
Obligations of Non-Defaulting Lenders, and (ii) the Total Revolving Commitment
less the aggregate Revolving Commitments of Defaulting Lenders (or, if after the
Total Revolving Commitment has been terminated, the total outstanding
Acquisition Revolving Loans and Working Capital Loans, and the aggregate
Revolver Pro Rata Share of all Non-Defaulting Lenders of the total outstanding
Swing Line Loans and LC Obligations at such time).

                  "Requirement of Law" means, as to any Person, any law
(including common law), treaty, rule or regulation or judgment, decree,
determination or award of an arbitrator or a court or other Governmental
Authority, including without limitation, any Environmental Law, in each case
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.

                  "Responsible Officer" means, as to any Person, any of the
Chairman of the Board of Directors, President, Chief Executive Officer, Chief
Financial Officer, any Vice President, the Treasurer, any Assistant Treasurer or
the General Counsel of such Person.

                                       30
<PAGE>   32

                  "Restricted Payment" is defined in Section 8.5.

                  "Returns" is defined in Section 6.9.

                  "Revolver Pro Rata Share" means, when used with reference to
any Revolving Lender and any described aggregate or total amount, an amount
equal to the result obtained by multiplying such described aggregate or total
amount by a fraction the numerator of which shall be such Lender's Revolving
Commitment and the denominator of which shall be the Revolving Commitments or,
if the Revolver Termination Date has occurred, such Lender's aggregate
outstanding principal amount of Revolving Loans and its pro rata share of
outstanding Swing Line Loans and LC Obligations to the aggregate outstanding
principal amount of all Revolving Loans and Swing Line Loans hereunder and the
aggregate outstanding amount of all LC Obligations.

                  "Revolver Termination Date" means December 15, 2004 or such
earlier date as the Revolving Commitments shall have been terminated or
otherwise reduced to $0 pursuant to this Agreement.

                  "Revolving Commitment" means, with respect to any Lender, the
obligation of such Lender to make Revolving Loans and to participate in Letters
of Credit (other than Rollover Letters of Credit), as such commitment may be
reduced from time to time pursuant to this Agreement, which commitment as of the
date hereof is the amount set forth opposite such lender's name on Schedule
1.1(a) hereto under the caption "Amount of Revolving Commitment" as the same may
be adjusted from time to time pursuant to the terms hereof and "Revolving
Commitments" means such commitments collectively, which commitments equal
$100,000,000 in the aggregate as of the Closing Date.

                  "Revolving Facility" means the credit facility under this
Agreement evidenced by the Revolving Commitments and the Revolving Loans
(including Acquisition Loans).

                  "Revolving Lender" means any Lender which has a Revolving
Commitment or is owed a Revolving Loan.

                  "Revolving Loan" and "Revolving Loans" have the meanings given
in Section 2.1(b), it being understood and agreed that Revolving Loans may
consist of Working Capital Loans, Acquisition Revolving Loans and/or Acquisition
Term Loans.

                  "Revolving Note" is defined in Section 2.2(a).

                  "Rollover LC Commission" is defined in Section 2.9(e)(ii)(B).

                  "Rollover LC Obligations" means, at any time, an amount equal
to the sum of (a) the aggregate Stated Amount of the then outstanding Rollover
Letters of Credit and (b) the aggregate amount of Unpaid Drawings related to
Rollover Letters of Credit. The Rollover LC Obligations of any Lender at any
time shall mean its Term A Pro Rata Share of the aggregate Rollover LC
Obligations outstanding at such time.

                                       31
<PAGE>   33

                  "Rollover LC Termination Date" means the earlier of (i) the
latest exercise date of any put right under the Put and Call Agreements or (ii)
September 20, 2000.

                  "Rollover Letters of Credit" mean those irrevocable standby
letters of credit issued on the Initial Borrowing Date by Facing Agent pursuant
to Section 2.9(a) substantially in the form of Exhibit 1.1(a) hereto in the
Stated Amounts and for the beneficiaries set forth on Schedule 1.1(b) hereto,
and issued for the account of Borrowers to be drawn upon in satisfaction of
Holdings' and LISN, Inc.'s obligations owing to the Persons listed on Schedule
1.1(b) hereto under the Put and Call Agreements.

                  "Sale and Leaseback Transaction" means any arrangement,
directly or indirectly, whereby a seller or transferor shall sell or otherwise
transfer any real or personal property and then or thereafter lease, or
repurchase under an extended purchase contract, conditional sales or other title
retention agreement, the same or similar property.

                  "Scheduled Acquisition Repayments" means, with respect to the
principal payments on the Acquisition Term Loans for each date set forth below
an amount equal to the product of (i) the outstanding Acquisition Term Loans at
9:01 a.m. (New York City time) on the Acquisition Revolver Conversion Date
multiplied by (ii) the percentage set forth opposite the applicable date below:

<TABLE>
<CAPTION>
                                                       Scheduled Acquisition
                  Date                                   Principal Payment
                  ----                                   -----------------

<S>                                                    <C>
                  March 31, 2002                              5%
                  June 30, 2002                               5%
                  September 30, 2002                          5%
                  December 31, 2002                           5%
                  March 31, 2003                              6.25%
                  June 30, 2003                               6.25%
                  September 30, 2003                          6.25%
                  December 31, 2003                           6.25%
                  March 31, 2004                              13.75%
                  June 30, 2004                               13.75%
                  September 30, 2004                          13.75%
                  Revolver Termination Date                   13.75% or, if less, the aggregate principal
                                                              amount of Acquisition Term Loans out-standing
</TABLE>

                  "Scheduled Term Repayments" means Scheduled Acquisition
Repayments, Scheduled Term A Repayments, Scheduled Term B Repayments.

                  "Scheduled Term A Repayments" means, with respect to the
principal payments on the Term A Loans for each date set forth below, the Dollar
amount set forth opposite thereto:


                                       32
<PAGE>   34




<TABLE>
<CAPTION>
                                                        Scheduled Term A Loan
                  Date                                    Principal Payment
                  ----                                    -----------------

<S>                                                     <C>
                  March 31,2000                             $1,500,000
                  June 30, 2000                             $1,500,000
                  September 30, 2000                        $1,500,000
                  December 31, 2000                         $1,500,000
                  March 31, 2001                            $2,812,500
                  June 30, 2001                             $2,812,500
                  September 30, 2001                        $2,812,500
                  December 31, 2001                         $2,812,500
                  March 31, 2002                            $3,750,000
                  June 30, 2002                             $3,750,000
                  September 30, 2002                        $3,750,000
                  December 31, 2002                         $3,750,000
                  March 31, 2003                            $4,687,500
                  June 30, 2003                             $4,687,500
                  September 30, 2003                        $4,687,500
                  December 31, 2003                         $4,687,500
                  March 31, 2004                            $6,000,000
                  June 30, 2004                             $6,000,000
                  September 30, 2004                        $6,000,000
                  Term A Loan Maturity Date                 $6,000,000 or, if less, the aggregate
                                                            principal amount of Term A Loans
                                                            outstanding
</TABLE>

                  "Scheduled Term B Repayments" means, with respect to the
principal payments on the Term B Loans for each day set forth below, the Dollar
amount set forth opposite thereto:

<TABLE>
<CAPTION>
                                                        Scheduled Term B Loan
                  Date                                    Principal Payment
                  ----                                    -----------------

<S>                                                     <C>
                  March 31, 2000                            $500,000
                  June 30, 2000                             $500,000
                  September 30, 2000                        $500,000
                  December 31, 2000                         $500,000
                  March 31, 2001                            $500,000
                  June 30, 2001                             $500,000
                  September 30, 2001                        $500,000
                  December 31, 2001                         $500,000
                  March 31, 2002                            $500,000
                  June 30, 2002                             $500,000
                  September 30, 2002                        $500,000
                  December 31, 2002                         $500,000
                  March 31, 2003                            $500,000

</TABLE>


                                       33
<PAGE>   35

<TABLE>
<S>                                                         <C>
                  June 30, 2003                             $500,000
                  September 30, 2003                        $500,000
                  December 31, 2003                         $500,000
                  March 31, 2004                            $500,000
                  June 30, 2004                             $500,000
                  September 30, 2004                        $500,000
                  December 31, 2004                         $500,000
                  March 31, 2005                            $23,750,000
                  June 30, 2005                             $23,750,000
                  September 30, 2005                        $23,750,000
                  December 31, 2005                         $23,750,000
                  March 31, 2006                            $23,750,000
                  June 30, 2006                             $23,750,000
                  September 30, 2006                        $23,750,000
                  Term B Loan Maturity Date                 $23,750,000 or, if less, the aggregate
                                                            principal amount of Term B Loans
                                                            out-standing
</TABLE>

                  "SEC" means the Securities and Exchange Commission or any
successor thereto.

                  "Secured Creditors" shall have the meaning provided in the
respective Security Documents.

                  "Securities" means any stock, shares, voting trust
certificates, bonds, debentures, options, warrants, notes, or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or otherwise, or
in general any instruments commonly known as "securities" or any certificates of
interest, shares or participations in temporary or interim certificates for the
purchase or acquisition of, or any right to subscribe to, purchase or acquire,
any of the foregoing.

                  "Securities Act" means the Securities Act of 1933, as amended
and as codified in 15 U.S.C.ss. 77a et seq., and as hereafter amended.

                  "Security Agreement" is defined in Section 5.1(b).

                  "Security Documents" means, collectively the Security
Agreement, the Holdings Guaranty, the Subsidiary Guaranty, the Pledge Agreement,
the Mortgages, the Control Agreement, the Perfection Certificates, the
Collateral Assignment of Leases, and all other agreements, assignments, security
agreements, instruments and documents executed in connection therewith,
including, without limitation, all Additional Security Documents, in each case
as the same may at any time be amended, supplemented, restated or otherwise
modified and in effect. For purposes of this Agreement, "Security Documents"
shall also include all guaranties, security agreements, mortgages, pledge
agreements, collateral assignments, subordination agreements and other
collateral documents in the nature of any thereof entered into by any Credit
Party or any Subsidiary of any Credit Party after the date of this Agreement in
favor of Agent or Collateral Agent for the benefit of the Lenders in
satisfaction of the requirements of this Agreement.

                                       34
<PAGE>   36

                  "Seller Subordinated Notes" means unsecured subordinated
promissory notes issued by Holdings after the Closing Date in accordance with
Section 8.2(l), provided that (i) such Indebtedness is unsecured and
subordinated to the Obligations and any obligations under any Interest Rate
Agreement or Other Hedging Agreement on substantially the same terms and
conditions (including, without limitation, standstill provisions) as the Junior
Subordinated Notes issued on the Closing Date, (ii) such Seller Subordinated
Notes bear interest at a rate not higher than fourteen percent (14.0%) per annum
with not more than ten percent (10%) payable in cash prior to the final maturity
date thereof and with the remainder of such interest payable in kind or
otherwise deferred or accrued as additional principal until the final maturity
date thereof, (iii) such Seller Subordinated Notes have no principal payments
due for at least two (2) years from the date of issuance thereof and (iv) such
Seller Subordinated Notes shall be on such other terms and conditions reasonably
satisfactory to Agent, as the same may be amended, restated, supplemented or
otherwise modified from time to time as permitted hereunder.

                  "Senior Subordinated Documents" means the Senior Subordinated
Notes, the Senior Subordinated Indenture, the Senior Subordinated Guaranties and
all other agreements, instruments and documents executed in connection
therewith, in each case as the same may be amended, restated, supplemented or
otherwise modified from time to time as permitted hereunder.

                  "Senior Subordinated Guaranties" means, collectively, the
guaranties executed by Holdings, LISN Holdings and the Subsidiary Guarantors
after the Closing Date in accordance with Section 8.3(c) in connection with the
Senior Subordinated Notes, as the same may be amended, restated, supplemented or
otherwise modified from time to time as permitted hereunder.

                  "Senior Subordinated Note Indenture" means an indenture
entered into after the Closing Date by Borrowers pursuant to which Borrowers
issue their Senior Subordinated Notes, as the same may be amended, restated,
supplemented or otherwise modified from time to time as permitted hereunder.

                  "Senior Subordinated Notes" means, collectively, the senior
unsecured subordinated promissory notes issued by Borrowers after the Closing
Date in one or more series in accordance with Section 8.2(e), as the same may be
amended, restated, supplemented or otherwise modified from time to time as
permitted hereunder.

                  "S&P" means Standard & Poor's Rating Services, a division of
McGraw-Hill, Inc., or any successor to the rating agency business thereof.

                  "Standby Letter of Credit" means any of the irrevocable
standby letters of credit issued for the account of any Borrower pursuant to
this Agreement (other than the Rollover Letters of Credit) having a Stated
Amount and otherwise in form and substance acceptable to the Facing Agent,
together with any increases or decreases in the Stated Amount thereof and any
renewals, amendments and/or extensions thereof.

                  "Stated Amount" or "Stated Amounts" means with respect to any
Letter of Credit the stated or face amount of such Letter of Credit to the
extent available at the time for drawing

                                       35
<PAGE>   37

(subject to presentment of all requisite documents), as the same may be
increased or decreased from time to time in accordance with the terms of such
Letter of Credit. For purposes of calculating the Stated Amount of any Letter of
Credit at any time:

                           (i) any increase in the Stated Amount of any Letter
         of Credit by reason of any amendment to any Letter of Credit shall be
         deemed effective under this Agreement as of the date Facing Agent
         actually issues an amendment purporting to increase the Stated Amount
         of such Letter of Credit, whether or not Facing Agent receives the
         consent of the Letter of Credit beneficiary or beneficiaries to the
         amendment, except that if Borrowers have required that the increase in
         Stated Amount be given effect as of an earlier date and Facing Agent
         issues an amendment to that effect, then such increase in Stated Amount
         shall be deemed effective under this Agreement as of such earlier date
         requested by Borrowers; and

                           (ii) any reduction in the Stated Amount of any Letter
         of Credit by reason of any amendment to any Letter of Credit shall be
         deemed effective under this Agreement as of the later of (x) the date
         Facing Agent actually issues an amendment purporting to reduce the
         Stated Amount of such Letter of Credit, whether or not the amendment
         provides that the reduction be given effect as of an earlier date, or
         (y) the date Facing Agent receives the written consent (including by
         telex or facsimile transmission) of the Letter of Credit beneficiary or
         beneficiaries to such reduction, whether written consent must be dated
         on or after the date of the amendment issued by Facing Agent purporting
         to effect such reduction.

                  "Subordinated Indebtedness" means, collectively, (i)
Indebtedness evidenced by or incurred pursuant to the Junior Subordinated
Documents, the Bridge Loan Documents, the Senior Subordinated Documents and the
Seller Subordinated Notes, and (ii) any other unsecured Indebtedness of Holdings
or any Subsidiary, the repayment of which is subordinated to the repayment of
the Obligations on terms and conditions satisfactory to the Required Lenders.

                  "Subsidiary" of any Person means any corporation, partnership
(limited or general), limited liability company, trust or other entity of which
a majority of the stock (or equivalent ownership or controlling interest) having
voting power to elect a majority of the board of directors (if a corporation) or
to select the trustee or equivalent controlling interest, shall, at the time
such reference becomes operative, be directly or indirectly owned or controlled
by such Person or one or more of the other subsidiaries of such Person or any
combination thereof. Unless otherwise qualified, all references to a
"Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary
or Subsidiaries of a Borrower.

                  "Subsidiary Guarantor" means each of the Subsidiaries party to
the Subsidiary Guaranty as of the Closing Date and each of the Subsidiaries of
Borrowers that becomes a party to a Subsidiary Guaranty after the Closing Date
as contemplated in Section 7.12(b).

                  "Subsidiary Guaranty" is defined in Section 5.1(e).

                                       36
<PAGE>   38

                  "Super Majority Lenders" of the Revolving Facility, the Term A
Facility or the Term B Facility means those Non-Defaulting Lenders the sum of
whose outstanding Acquisition Loans (or, if no Acquisition Loans are outstanding
at such time, then outstanding Revolving Commitment), Term A Loans or Term B
Loans, respectively, constitute greater than 66-2/3% of the total outstanding
Acquisition Loans (or, if no Acquisition Loans are outstanding at such time,
then outstanding Revolving Commitments), Term A Loans or Term B Loans,
respectively, of Non-Defaulting Lenders.

                  "Swing Line Commitment" of the Swing Line Lender at any date,
the obligation of the Swing Line Lender to make Swing Line Loans pursuant to
Section 2.1(c) in the amount referred to therein.

                  "Swing Line Lender" means BT.

                  "Swing Line Loan Participation Certificate" means a
certificate, substantially in the form of Exhibit 2.1(c).

                  "Swing Line Loans" is defined in Section 2.1(c)(i).

                  "Swing Line Note" is defined in Section 2.2(a).

                  "Syndication Period" is defined in Section 2.4.

                  "Taxes" is defined in Section 4.7(a).

                  "Term A Commitment" means, with respect to any Lender, the
obligation of such Lender to make Term A Loans and to participate in Rollover
Letters of Credit, as such commitment may be reduced from time to time pursuant
to this Agreement, which commitment as of the date hereof is the amount set
forth opposite such lender's name on Schedule 1.1(a) hereto under the caption
"Amount of Term A Commitment" as the same may be adjusted from time to time
pursuant to the terms hereof and "Term A Commitments" means such commitments
collectively, which commitments equal $75,000,000 in the aggregate as of the
Closing Date.

                  "Term A Facility" means the credit facility under this
Agreement evidenced by the Term A Commitments and the Term A Loans.

                  "Term A Lender" means any Lender which has a Term A Commitment
or is owed a Term A Loan.

                  "Term A Loan" and "Term A Loans" is defined in Section 2.1(a).

                  "Term A Loan Maturity Date" means December 15, 2004 or such
earlier date as the outstanding Term A Loan shall have been reduced to $0
pursuant to this Agreement.

                  "Term A Note" is defined in Section 2.2(a).

                                       37
<PAGE>   39

                  "Term A Percentage" means, as of any date of determination,
expressed as a percentage, (i) the aggregate principal amount of outstanding
Term A Loans divided by (ii) the aggregate principal amount of all outstanding
Term Loans.

                  "Term A Pro Rata Share" means, when used with reference to any
Term A Lender and any described aggregate or total amount, an amount equal to
the result obtained by multiplying such described aggregate or total amount by a
fraction the numerator of which shall be such Lender's then outstanding Term A
Loan and the denominator of which shall be all then outstanding Term A Loans.

                  "Term B Commitment" means, with respect to any Term B Lender,
the principal amount set forth opposite such Lender's name on Schedule 1.1(a)
hereto or in any Assignment and Assumption Agreement under the caption "Amount
of Term B Commitment", as such commitment may be adjusted from time to time
pursuant to this Agreement, and "Term B Commitments" means such commitments
collectively, which commitments equal $200,000,000 in the aggregate as of the
Closing Date.

                  "Term B Facility" means the credit facility under this
Agreement evidenced by the Term B Commitments and the Term B Loans.

                  "Term B Lender" means any Lender which has a Term B Commitment
or is owed a Term B Loan.

                  "Term B Loan" and "Term B Loans" is defined in Section 2.1(a).

                  "Term B Loan Maturity Date" means December 15, 2006 or such
earlier date as the outstanding Term B Loan shall have been reduced to $0
pursuant to this Agreement.

                  "Term B Note" is defined in Section 2.2(a).

                  "Term B Percentage" means, as of any date of determination,
expressed as a percentage, (i) the aggregate principal amount of outstanding
Term B Loans divided by (ii) the aggregate principal amount of all outstanding
Term Loans.

                  "Term B Pro Rata Share" means, when used with reference to any
Term B Lender and any described aggregate or total amount, an amount equal to
the result obtained by multiplying such described aggregate or total amount by a
fraction the numerator of which shall be such Lender's then outstanding Term B
Loan and the denominator of which shall be all then outstanding Term B Loans.

                  "Term Commitments" means the Term A Commitments and the Term B
Commitments.

                  "Term Loans" means the Term A Loans, Term B Loans and the
Acquisition Term Loans.

                  "Test Period" means, as of any date of determination, the
period of four consecutive Fiscal Quarters of Holdings most recently ended.

                                       38
<PAGE>   40

                  "Total Available Revolving Commitment" means, at the time, any
determination thereof is made, the sum of the respective Available Revolving
Commitments of the Lenders at such time.

                  "Total Commitment" means, at the time, the sum of the Term A
Commitments, Term B Commitments and the Revolving Commitments at such time.

                  "Total Consolidated Indebtedness" means, at any time, the
total of all Indebtedness of Holdings and its Subsidiaries determined on a
consolidated basis in accordance with GAAP.

                  "Total Revolving Commitment" means, at any time, the sum of
the Revolving Commitments of each of the Lenders at such time.

                  "Transaction Documents" means, collectively, the
Reorganization Documents, the Bridge Loan Documents, the Junior Subordinated
Documents and the Existing Credit Agreement Termination Documents.

                  "Transactions" means, collectively, (i) each of the Credit
Events occurring on the Closing Date, (ii) the Reorganization, (iii) the
consummation of the transactions contemplated by the Bridge Loan Documents, (iv)
the issuance of the Junior Subordinated Notes, (v) the termination of the
Existing Credit Agreements, (vi) such other transactions as are contemplated by
the Documents, and (vii) the payment of fees and expenses in connection with the
foregoing.

                  "Transferee" is defined in Section 12.8(d).

                  "Type" means any type of Loan, namely, a Base Rate Loan or a
Eurodollar Loan.

                  "UCC" means the Uniform Commercial Code as in effect from time
to time in the relevant jurisdiction.

                  "Unmatured Event of Default" means an event, act or occurrence
which with the giving of notice or the lapse of time (or both) would become an
Event of Default.

                  "Unpaid Drawing" means the aggregate amount of drawings under
all Letters of Credit which have not then been reimbursed pursuant to Section
2.9(c).

                  "Vanke Redemption" means the redemption or repurchase by LISN
Holdings of the Vanke Shares from the Vanke Trust for $7,885,450 in cash
pursuant to the terms and conditions of the LISN Recapitalization Agreement as
in effect on the Closing Date.

                  "Vanke Shares" means the 5.74690 shares of Class C Common
Stock issued by LISN Holdings in the name of and held on the Closing Date by the
Vanke Trust, subject to repurchase by LISN Holdings pursuant to Section 5.7 of
the LISN Recapitalization Agreement.

                  "Vanke Trust" means the Donald J. Vanke Revocable Electing
Small Business Trust (dated December 25, 1998).

                                       39
<PAGE>   41

                  "Voting Securities" means any class of Capital Stock of a
Person pursuant to which the holders thereof have, at the time of determination,
the general voting power under ordinary circumstances to vote for the election
of directors, managers, trustees or general partners of such Person
(irrespective of whether or not at the time any other class or classes will have
or might have voting power by reason of the happening of any contingency).

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding principal amount of such Indebtedness into (b) the total of the
product obtained by multiplying (x) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof by (y) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment.

                  "Wholly-Owned Subsidiary" means, with respect to any Person,
any Subsidiary of such Person, all of the outstanding shares of Capital Stock of
which (other than qualifying shares required to be owned by directors or by
foreign nationals) are at the time owned directly or indirectly by such Person
and/or one or more Wholly-Owned Subsidiaries of such Person.

                  "Working Capital Loan" means each Revolving Loan incurred by
Borrowers hereunder which does not constitute an Acquisition Loan.

                  "Working Capital Sublimit" means, at any time, $50,000,000.

                  "Written" or "In Writing" means any form of written
communication or a communication by means of telecopier device or authenticated
telex, telegraph or cable.

                  "WSP" means, collectively, Willis Stein & Partners II, L.P.
and Willis Stein & Partners Dutch, L.P.

                  "WSP Entities" means WSP and certain other investors
identified in Exhibit D to the Reorganization Agreement.

                  "WSP Financing" is defined in Section 5.1(w).

                  "Y2K Problem" means any significant risk that computer
hardware, software or equipment containing embedded microchips essential to the
business or operations of Borrowers or any of their Subsidiaries will not, in
the case of dates or time periods occurring after December 31, 1999, function at
least as efficiently and reliably in all material respects as in the case of
times or time periods occurring before January 1, 2000, including the making of
accurate leap year calculations.

                  The foregoing definitions shall be equally applicable to both
the singular and plural forms of the defined terms. The words "herein," "hereof"
and words of similar import as used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision in this Agreement.
References to "Articles", "Sections", "paragraphs", "Exhibits" and "Schedules"
in this Agreement shall refer to Articles, Sections, paragraphs, Exhibits and
Schedules of this Agreement unless otherwise expressly provided; references to
Persons include

                                       40
<PAGE>   42

their respective permitted successors and assigns or, in the case of
governmental Persons, Persons succeeding to the relevant functions of such
persons; and all references to statutes and related regulations shall include
any amendments of same and any successor statutes and regulations.

                  Section 1.2. Accounting Terms; Financial Statements. All
accounting terms used herein but not expressly defined in this Agreement shall
have respective meanings given to them in accordance with GAAP in effect on the
date hereof in the United States of America. Except as otherwise expressly
provided herein, all computations and determinations for purposes of determining
compliance with the financial requirements of this Agreement shall be made in
accordance with GAAP in effect in the United States of America on the date
hereof and on a basis consistent with the presentation of the financial
statements and projections delivered pursuant to, or otherwise referred to in,
Sections 6.5(a) and 6.5(e). Notwithstanding the foregoing sentence, the
financial statements required to be delivered pursuant to Section 7.1 shall be
prepared in accordance with GAAP in the United States of America as in effect on
the respective dates of their preparation. Unless otherwise provided for herein,
wherever any computation is to be made with respect to any Person and its
Subsidiaries, such computation shall be made so as to exclude all items of
income, assets and liabilities attributable to any Person which is not a
Subsidiary of such Person.

                                   ARTICLE II
                           AMOUNT AND TERMS OF CREDIT

                  Section 2.1. The Commitments.

                  (a) Term Loans.

                  (i) Term A Loans. Each Term A Lender, severally and for itself
         alone, hereby agrees, on the terms and subject to the conditions
         hereinafter set forth and in reliance upon the representations and
         warranties set forth herein and in the other Loan Documents, to make
         loans (each such loan, a "Term A Loan" and collectively, the "Term A
         Loans") to Borrowers (on a joint and several basis) on the Initial
         Borrowing Date (i) in an aggregate principal amount equal to its Term A
         Pro Rata Share of $28,531,510.92 and (ii) pursuant to Section
         2.9(c)(ii), from time to time on or prior to the final expiration date
         of the Rollover Letters of Credit in an aggregate principal amount
         equal to its Term A Pro Rata Share of each drawing under any Rollover
         Letter of Credit, with the aggregate principal amount of all Term A
         Loans made by each such Term A Lender not to exceed the Term A
         Commitment of such Term A Lender. The Term A Loans incurred by
         Borrowers (i) shall be denominated in Dollars and (ii) shall be made as
         Base Rate Loans. Except as hereinafter provided, Term A Loans may, at
         the option of Borrowers, be maintained as and/or converted into Base
         Rate Loans or Eurodollar Loans. All Term A Loans made by the Term A
         Lenders pursuant to the same Borrowing shall, unless otherwise
         specifically provided herein, consist entirely of Term A Loans of the
         same Type and (ii) shall not exceed for any Lender at the time of
         incurrence thereof that aggregate principal amount which when added to
         all other Term A Loans made by such Lender equals the Term A
         Commitment, if any, of such Lender at such time. No amount of a Term A
         Loan which is repaid or prepaid by Borrower may be reborrowed
         hereunder.

                                       41
<PAGE>   43

                  (ii) Term B Loans. Each Term B Lender, severally and for
         itself alone, hereby agrees, on the terms and subject to the conditions
         hereinafter set forth and in reliance upon the representations and
         warranties set forth herein and in the other Loan Documents, to make a
         loan (each such loan, a "Term B Loan" and collectively, the "Term B
         Loans") to Borrowers (on a joint and several basis) on the Initial
         Borrowing Date in an aggregate principal amount equal to the Term B
         Commitment of such Term B Lender. The Term B Loans (i) shall be
         incurred by Borrowers pursuant to a single drawing, which shall be on
         the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii)
         shall be made as Base Rate Loans and, except as hereinafter provided,
         may, at the option of Borrowers, be maintained as and/or converted into
         Base Rate Loans or Eurodollar Loans, provided, that all Term B Loans
         made by the Term B Lenders pursuant to the same Borrowing shall, unless
         otherwise specifically provided herein, consist entirely of Term B
         Loans of the same Type and (iv) shall not exceed for any Lender at the
         time of incurrence thereof on the Initial Borrowing Date that aggregate
         principal amount which equals the Term B Commitment, if any, of such
         Lender at such time. No amount of a Term B Loan which is repaid or
         prepaid by Borrower may be reborrowed hereunder.

                  (b) Revolving Loans.

                  (i) Working Capital Loans and Acquisition Revolving Loans.
         Each Revolving Lender, severally and for itself alone, hereby agrees,
         on the terms and subject to the conditions hereinafter set forth and in
         reliance upon the representations and warranties set forth herein and
         in the other Loan Documents, to make loans to Borrowers (on a joint and
         several basis) on a revolving basis from time to time during the
         Commitment Period (provided that Acquisition Revolving Loans may only
         be made during the Acquisition Commitment Period), in an amount not to
         exceed its Revolver Pro Rata Share of the Total Available Revolving
         Commitment (each such loan by any Lender, a "Revolving Loan" and
         collectively, the "Revolving Loans"). The Revolving Loans (i) shall be
         denominated in Dollars and (ii) if made on the Initial Borrowing Date
         (or any date, in the case of Acquisition Revolving Loans), shall be
         made as Base Rate Loans and, except as hereinafter provided, may, at
         the option of Borrowers, be maintained as and/or converted into Base
         Rate Loans or Eurodollar Loans. All Revolving Loans comprising the same
         Borrowing hereunder shall be made by the Revolving Lenders
         simultaneously and in proportion to their respective Revolving
         Commitments. Prior to the Revolver Termination Date, Working Capital
         Loans may be repaid and reborrowed by Borrowers in accordance with the
         provisions hereof. Prior to the last day of the Acquisition Commitment
         Period, Acquisition Revolving Loans may be repaid and reborrowed by
         Borrowers in accordance with the provisions hereof. Except as otherwise
         specifically provided herein, all Revolving Loans comprising the same
         Borrowing shall at all times be of the same Type.

                  (ii) Sublimit Amounts. Revolving Loans may not be incurred as
         Acquisition Revolving Loans if after giving effect thereto the
         aggregate outstanding principal amount of Acquisition Revolving Loans
         would exceed the Acquisition Revolving Sublimit at such time. Revolving
         Loans may not be incurred as Working Capital Loans if after giving
         effect thereto the aggregate outstanding principal amount of Working
         Capital Loans would exceed the Working Capital Sublimit at such time.

                                       42
<PAGE>   44

                  (iii) Conversion of Acquisition Revolving Loans. Subject to
         and upon the terms and conditions set forth herein, Borrowers and each
         Lender agree that, at 9:00 A.M. (New York City time) on the Acquisition
         Revolver Conversion Date, the aggregate principal amount of Acquisition
         Revolving Loans owing to each Revolving Lender and outstanding at such
         time shall (unless such Acquisition Revolving Loans have been declared
         (or have become) due and payable pursuant to this Agreement), without
         any notice or action by any party hereto, automatically convert to and
         thereafter constitute term loans (each such Loan by any Revolving
         Lender, an "Acquisition Term Loan" and collectively the "Acquisition
         Term Loans" and together with the Acquisition Revolving Loans, the
         "Acquisition Loans") owing to such Lenders hereunder. The Acquisition
         Term Loans shall (i) subject to the provisions of Section 2.3,
         initially be continued as one or more Borrowing of Base Rate Loans or
         Eurodollar Loans in accordance with the designation of such Borrowings
         immediately prior to giving effect to such conversion, with any
         Interest Periods applicable thereto to continue in effect until the
         expiration thereof, provided that, all Acquisition Term Loans
         comprising the same Borrowing shall at all times be of the same Type
         and (ii) not exceed an initial principal amount for any Lender that
         amount which equals the aggregate principal amount of Acquisition
         Revolving Loans owed to such Lender and outstanding immediately prior
         to such conversion. Once repaid, Acquisition Term Loans may not be
         reborrowed.

                  (c) Swing Line Loans.

                  (i) Swing Line Commitment. Subject to the terms and conditions
         hereof, the Swing Line Lender in its individual capacity agrees to make
         swing line loans in Dollars ("Swing Line Loans") to Borrowers (on a
         joint and several basis) on any Business Day from time to time during
         the Commitment Period in an aggregate principal amount at any one time
         outstanding not to exceed $2,500,000; provided, however, that in no
         event may the amount of any Borrowing of Swing Line Loans (A) exceed
         the Total Available Revolving Commitment immediately prior to such
         Borrowing (after giving effect to the use of proceeds thereof), (B)
         cause the outstanding Acquisition Revolving Loans and Working Capital
         Loans of any Revolving Lender, when added to such Lender's Revolver Pro
         Rata Share of the then outstanding Swing Line Loans and Revolver Pro
         Rata Share of the aggregate LC Obligations (exclusive of Unpaid
         Drawings relating to LC Obligations which are repaid with the proceeds
         of, and simultaneously with the incurrence of, Working Capital Loans or
         Swing Line Loans) to exceed such Lender's Revolving Commitment or (C)
         cause the outstanding Working Capital Loans of all Revolving Lenders,
         when added to the then outstanding Swing Line Loans and the aggregate
         LC Obligations (exclusive of Unpaid Drawings relating to LC Obligations
         which are repaid with the proceeds of, and simultaneously with the
         incurrence of, Working Capital Loans or Swing Line Loans) to exceed the
         Working Capital Sublimit. Amounts borrowed by Borrowers under this
         Section 2.1(c)(i) may be repaid and reborrowed during the period from
         the Closing Date to but excluding five (5) Business Days prior to the
         Revolver Termination Date. The Swing Line Loans shall be made in
         Dollars and maintained as Base Rate Loans and, notwithstanding Section
         2.6, shall not be entitled to be converted into any other Type of Loan.

                                       43
<PAGE>   45

                  (ii) Refunding of Swing Line Loans. The Swing Line Lender, at
         any time in its sole and absolute discretion, may on behalf of
         Borrowers (which hereby irrevocably direct the Swing Line Lender to so
         act on their behalf) notify each Revolving Lender (including the Swing
         Line Lender) to make a Working Capital Loan in an amount equal to such
         Lender's Revolver Pro Rata Share of the principal amount of the Swing
         Line Loans (the "Refunded Swing Line Loans") outstanding on the date
         such notice is given, provided, however, that such notice shall be
         deemed to have automatically been given upon the occurrence of an Event
         of Default under Sections 10.1(e) or 10.1(f) or upon the occurrence of
         a Change of Control. Unless any of the events described in Sections
         10.1(e) or 10.1(f) shall have occurred (in which event the procedures
         of Section 2.1(c)(iii) shall apply) and regardless of whether the
         conditions precedent set forth in this Agreement to the making of a
         Working Capital Loan are then satisfied, each Revolving Lender shall
         make the proceeds of its Working Capital Loan available to the Swing
         Line Lender at the Payment Office prior to 11:00 A.M., New York City
         time, in funds immediately available on the Business Day next
         succeeding the date such notice is given. The proceeds of such Working
         Capital Loans shall be immediately applied to repay the Refunded Swing
         Line Loans.

                  (iii) Participation in Swing Line Loans. If, prior to
         refunding a Swing Line Loan with a Revolving Loan pursuant to Section
         2.1(c)(ii), one of the events described in Sections 10.1(e) or 10.1(f)
         shall have occurred, or if for any other reason a Working Capital Loan
         cannot be made pursuant to Section 2.1(c)(ii), then, subject to the
         provisions of Section 2.1(c)(iv) below, each Revolving Lender will, on
         the date such Working Capital Loan was to have been made, purchase
         (without recourse or warranty) from the Swing Line Lender an undivided
         participation interest in the Swing Line Loan in an amount equal to its
         Revolver Pro Rata Share of such Swing Line Loan. Upon request, each
         Revolving Lender will immediately transfer to the Swing Line Lender, in
         immediately available funds, the amount of its participation and upon
         receipt thereof the Swing Line Lender will deliver to such Lender a
         Swing Line Loan Participation Certificate dated the date of receipt of
         such funds and in such amount.

                  (iv) Lenders' Obligations Unconditional. Each Revolving
         Lender's obligation to make Working Capital Loans in accordance with
         Section 2.1(c)(ii) and to purchase participating interests in
         accordance with Section 2.1(c)(iii) above shall be absolute and
         unconditional and shall not be affected by any circumstance, including,
         without limitation, (A) any set-off, counterclaim, recoupment, defense
         or other right which such Lender may have against the Swing Line
         Lender, any Borrower or any other Person for any reason whatsoever; (B)
         the occurrence or continuance of any Event of Default or Unmatured
         Event of Default; (C) any adverse change in the condition (financial or
         otherwise) of any Borrower or any other Person; (D) any breach of this
         Agreement by any Borrower or any other Person; (E) any inability of any
         Borrower to satisfy the conditions precedent to borrowing set forth in
         this Agreement on the date upon which such participating interest is to
         be purchased or (F) any other circumstance, happening or event
         whatsoever, whether or not similar to any of the foregoing. If any
         Revolving Lender does not make available to the Swing Line Lender the
         amount required pursuant to Section 2.1(c)(ii) or (iii) above, as the
         case may be, the Swing Line Lender shall be entitled to recover such
         amount on demand from such Lender, together with interest

                                       44
<PAGE>   46

         thereon for each day from the date of non-payment until such amount is
         paid in full at the Federal Funds Rate for the first two Business Days
         and at the Base Rate thereafter. Notwithstanding the foregoing
         provisions of this Section 2.1(c)(iv), no Lender shall be required to
         make a Working Capital Loan to Borrower for the purpose of refunding a
         Swing Line Loan pursuant to Section 2.1(c)(ii) above or to purchase a
         participating interest in a Swing Line Loan pursuant to Section
         2.1(c)(iii) if an Event of Default or Unmatured Event of Default has
         occurred and is continuing and, prior to the making by the Swing Line
         Lender of such Swing Line Loan, the Swing Line Lender has received
         written notice from such Lender specifying that such Event of Default
         or Unmatured Event of Default has occurred and is continuing,
         describing the nature thereof and stating that, as a result thereof,
         such Lender shall cease to make such Refunded Swing Line Loans and
         purchase such participating interests, as the case may be; provided,
         however, that the obligation of such Lender to make such Refunded Swing
         Line Loans and to purchase such participating interests shall be
         reinstated upon the earlier to occur of (y) the date upon which such
         Lender notifies the Swing Line Lender that its prior notice has been
         withdrawn and (z) the date upon which the Event of Default or Unmatured
         Event of Default specified in such notice no longer is continuing.

                  Section 2.2. Notes.

                  (a) Evidence of Indebtedness. Borrowers' obligation to pay the
 principal of and interest on all the Loans made to it by each Lender shall be
 evidenced, (1) if Term A Loans, by a promissory note (each, a "Term A Note"
 and, collectively, the "Term A Notes") duly executed and delivered by Borrowers
 on a joint and several basis substantially in the form of Exhibit 2.2(a)(1)
 hereto, with blanks appropriately completed in conformity herewith, (2) if Term
 B Loans, by a promissory note (each, a "Term B Note" and, collectively, the
 "Term B Notes") duly executed and delivered by Borrowers on a joint and several
 basis substantially in the form of Exhibit 2.2(a)(2) hereto, with blanks
 appropriately completed in conformity herewith, (3) if Revolving Loans, by a
 promissory note (each, a "Revolving Note" and, collectively, the "Revolving
 Notes") duly executed and delivered by Borrowers on a joint and several basis
 substantially in the form of Exhibit 2.2(a)(3) hereto, with blanks
 appropriately completed in conformity herewith, and (4) if Swing Line Loans, by
 a promissory note (the "Swing Line Note") duly executed and delivered by
 Borrowers on a joint and several basis substantially in the form of Exhibit
 2.2(a)(4) hereto, with blanks appropriately completed in conformity herewith.

                  (i) Provisions of the Term A Notes. The Term A Note issued to
         each Term A Lender shall (A) be executed by Borrowers on a joint and
         several basis, (B) be payable to the order of such Term A Lender and be
         dated the Initial Borrowing Date, (C) be in a stated principal amount
         equal to the Term A Commitment of such Term A Lender and be payable in
         the aggregate principal amount of the Term A Loan evidenced thereby,
         (D) mature, with respect to each Term A Loan evidenced thereby, on the
         Term A Loan Maturity Date, (E) be subject to mandatory prepayment as
         provided in Section 4.4, (F) bear interest as provided in Section 3.1
         in respect of the Base Rate Loans and Eurodollar Loans, as the case may
         be, evidenced thereby and (G) be entitled to the benefits of this
         Agreement and the other applicable Loan Documents.

                                       45
<PAGE>   47

                  (ii) Provisions of the Term B Notes. The Term B Note issued to
         each Term B Lender shall (A) be executed by Borrowers on a joint and
         several basis (B) be payable to the order of such Term B Lender and be
         dated the Initial Borrowing Date, (C) be in a stated principal amount
         equal to the Term B Commitment of such Term B Lender and be payable in
         the aggregate principal amount of the Term B Loan evidenced thereby,
         (D) mature, with respect to each Term B Loan evidenced thereby, on the
         Term B Loan Maturity Date, (E) be subject to mandatory prepayment as
         provided in Section 4.4, (F) bear interest as provided in Section 3.1
         in respect of the Base Rate Loans and Eurodollar Loans, as the case may
         be, evidenced thereby and (G) be entitled to the benefits of this
         Agreement and the other applicable Loan Documents.

                  (iii) Provisions of the Revolving Notes. The Revolving Note
         issued to each Revolving Lender shall (A) be executed by Borrowers on a
         joint and several basis, (B) be payable to the order of such Lender and
         be dated the Initial Borrowing Date, (C) prior to the Acquisition
         Revolver Conversion Date be in a stated principal amount equal to the
         Revolving Commitment (and, from and after the Acquisition Revolver
         Conversion Date, equal to the Revolving Commitment plus the aggregate
         principal amount of such Lender's outstanding Acquisition Term Loans as
         of the Acquisition Revolver Conversion Date) of such Revolving Lender
         and be payable in the aggregate principal amount of the Revolving Loans
         evidenced thereby, (D) mature, with respect to each Loan evidenced
         thereby, on the Revolver Termination Date, (E) be subject to mandatory
         prepayment as provided in Section 4.4, (F) bear interest as provided in
         the appropriate clause of Section 3.1 in respect of the Base Rate Loans
         and Eurodollar Loans, as the case may be, evidenced thereby and (G) be
         entitled to the benefits of this Agreement and the other applicable
         Loan Documents.

                  (iv) Provisions of the Swing Line Note. The Swing Line Note
         issued to BT shall (A) be executed by Borrowers on a joint and several
         basis, (B) be payable to the order of BT or its registered assigns and
         be dated the Initial Borrowing Date, (C) be in a stated principal
         amount equal to the Swing Line Commitment and be payable in the
         aggregate principal amount of the Swing Line Loans evidenced thereby,
         (D) mature, with respect to each Loan evidenced thereby, five (5)
         Business Days prior to the Revolver Termination Date, (E) be subject to
         mandatory prepayment as provided in Section 4.4 and voluntary
         prepayment as provided in Section 4.3, (F) bear interest as provided in
         Section 3.1 in respect of the Base Rate Loan evidenced thereby and (G)
         be entitled to the benefits of this Agreement and the other applicable
         Loan Documents.

                  (b) Notation of Payments. Each Lender will note on its
internal records the amount of each Loan made by it and each payment in respect
thereof and will, prior to any transfer of any of its Notes, endorse on the
reverse side thereof the outstanding principal amount of Loans evidenced
thereby. Failure to make any such notation shall not affect any Borrower's or
any guarantor's obligations hereunder or under the other applicable Loan
Documents in respect of such Loans.

                  Section 2.3. Minimum Amount of Each Borrowing; Maximum Number
of Borrowings. Except for the funding of Working Capital Loans pursuant to
Sections 2.1(c)(ii) and 2.9(c)(i) and the funding of Term A Loans on the Initial
Borrowing Date pursuant to Section

                                       46
<PAGE>   48

2.1(a)(i) and after the Initial Borrowing Date pursuant to Section 2.9(c)(ii),
the aggregate principal amount of each Borrowing by Borrowers hereunder shall be
not less than (i) in the case of a Base Rate Loan, $1,000,000 and, if greater,
shall be in integral multiples of $500,000 above such minimum (or, if less, the
then Total Available Revolving Commitment) and (ii) in the case of a Eurodollar
Loan, $1,000,000 and, if greater, shall be in integral multiples of $500,000
above such minimum and (iii) in the case of a Swing Line Loan, $250,000 and, if
greater, shall be in integral multiples of $50,000 above such minimum. The
aggregate principal amount of the initial Borrowing of Acquisition Term Loans
shall be equal to the outstanding principal amount of Borrowings of Acquisition
Revolving Loans at 9:00 a.m. (New York City time) on the Acquisition Revolver
Conversion Date. More than one Borrowing may be incurred on any date; provided
that at no time shall there be outstanding more than ten (10) Borrowings of
Eurodollar Loans.

                  Section 2.4. Borrowing Options. The Term Loans and the
Revolving Loans shall, at the option of Borrowers except as otherwise provided
in this Agreement, be (i) Base Rate Loans, (ii) Eurodollar Loans, or (iii) part
Base Rate Loans and part Eurodollar Loans; provided, however, that prior to the
earlier to occur of (a) the 90th day after the Initial Borrowing Date and (b)
the date on which Agent determines in its sole discretion that the primary
syndication of the Loans has been completed (with Agent agreeing to promptly
notify Borrowers of such determination) (the "Syndication Period"), no Loan may
be made or converted, into a Eurodollar Loan with an Interest Period in excess
of 14 days (with all such Interest Periods ending on the same day during such
period). As to any Eurodollar Loan, any Lender may, if it so elects, fulfill its
commitment by causing a foreign branch or affiliate to make or continue such
Loan, provided that in such event that Lender's Loan shall, for the purposes of
this Agreement, be considered to have been made by that Lender and the
obligation of Borrowers to repay such Loan shall nevertheless be to that Lender
and shall be deemed held by that Lender, for the account of such branch or
affiliate.

                  Section 2.5. Notice of Borrowing. Whenever a Borrower desires
to make a Borrowing of any Loan hereunder, it shall give Agent at its office
located at One Bankers Trust Plaza, 130 Liberty Street, New York, New York 10006
(or such other address as the Agent may hereafter designate in writing to the
parties hereto) (the "Notice Address") at least one Business Day's prior written
notice (or telephonic notice promptly confirmed in writing), given not later
than 12:00 P.M. (New York City time) of each Base Rate Loan, and at least three
Business Days' prior written notice (or telephonic notice promptly confirmed in
writing), given not later than 12:00 P.M. (New York City time), of each
Eurodollar Loan to be made hereunder; provided, however, that a Notice of
Borrowing with respect to Borrowings to be made on the date hereof may, at the
discretion of Agent, be delivered later than the time specified above. Whenever
a Borrower desires that Swing Line Lender make a Swing Line Loan under Section
2.1(c), it shall deliver to Swing Line Lender prior to 12:00 P.M. (New York City
time) on the date of Borrowing written notice (or telephonic notice promptly
confirmed in writing). Each such notice (each a "Notice of Borrowing"), which
shall be in the form of Exhibit 2.5 hereto, shall be deemed a representation by
Borrowers that all conditions precedent to such Borrowing have been satisfied
and shall specify (i) the aggregate principal amount of the Loans to be made
pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a
Business Day), (iii) whether the Revolving Loans being made pursuant to such
Borrowing are Working Capital Loans or Acquisition Revolving Loans and (iv)
whether the Loans being made pursuant to such

                                       47
<PAGE>   49

Borrowing are to be Base Rate Loans or Eurodollar Loans and, with respect to
Eurodollar Loans, the Interest Period to be applicable thereto. Agent shall as
promptly as practicable give each Lender written or telephonic notice (promptly
confirmed in writing) of each proposed Borrowing, of such Lender's Revolver Pro
Rata Share, Term A Pro Rata Share or Term B Pro Rata Share, as applicable,
thereof and of the other matters covered by the Notice of Borrowing. Without in
any way limiting Borrowers' obligation to confirm in writing any telephonic
notice, Agent or the Swing Line Lender (in the case of Swing Line Loans) or the
respective Facing Agent (in the case of Letters of Credit) may act without
liability upon the basis of telephonic notice believed by Agent in good faith
and in the absence of gross negligence or willful misconduct to be from a
Responsible Officer of a Borrower prior to receipt of written confirmation.
Agent's records shall, absent manifest error, be final, conclusive and binding
on Borrowers with respect to evidence of the terms of such telephonic Notice of
Borrowing.

                  Section 2.6. Conversion or Continuation. Subject to Section
2.4, any Borrower may elect (i) on any Business Day to convert Base Rate Loans
or any portion thereof to Eurodollar Loans and (ii) at the end of any Interest
Period with respect thereto, to convert Eurodollar Loans or any portion thereof
into Base Rate Loans or to continue such Eurodollar Loans or any portion thereof
for an additional Interest Period; provided, however, that the aggregate
principal amount of the Eurodollar Loans for each Interest Period therefor must
be in an aggregate principal amount of $1,000,000 or an integral multiple of
$500,000 in excess thereof. Each such election shall be in substantially the
form of Exhibit 2.6 hereto (a "Notice of Conversion or Continuation") and shall
be made by giving Agent at least three Business Days' prior written notice
thereof, given not later than 12:00 P.M. (New York City time), to the Notice
Address specifying (i) the amount and type of conversion or continuation, (ii)
in the case of a conversion to or a continuation of Eurodollar Loans, the
Interest Period therefor, (iii) whether such conversion or continuation is made
with respect to Acquisition Loans, Working Capital Loans, Term A Loans or Term B
Loans and (iv) in the case of a conversion, the date of conversion (which date
shall be a Business Day and, if a conversion from Eurodollar Loans, shall also
be the last day of the Interest Period therefor). Notwithstanding the foregoing,
no conversion in whole or in part of Base Rate Loans to Eurodollar Loans, and no
continuation in whole or in part of Eurodollar Loans upon the expiration of any
Interest Period therefor, shall be permitted at any time at which an Unmatured
Event of Default or an Event of Default shall have occurred and be continuing.
If, within the time period required under the terms of this Section 2.6, Agent
does not receive a Notice of Conversion or Continuation from a Borrower
containing a permitted election to continue any Eurodollar Loans for an
additional Interest Period or to convert any such Loans, then, upon the
expiration of the Interest Period therefor, such Loans will be automatically
converted to Base Rate Loans. Each Notice of Conversion or Continuation shall be
irrevocable.

                  Section 2.7. Disbursement of Funds. No later than 12:00 P.M.
(New York City time) on the date specified in each Notice of Borrowing, each
Lender will make available its Term A Pro Rata Share of Term A Loans, Term B Pro
Rata Share of Term B Loans and Revolver Pro Rata Share of Revolving Loans of the
Borrowing requested to be made on such date in Dollars and in immediately
available funds, at the office (the "Payment Office") of Agent located at One
Bankers Trust Plaza, 130 Liberty Street, 14th Floor New York, New York 10006
Attention: Commercial Loan Division (for the account of such non-U.S. office of
Agent as Agent may direct in the case of Eurodollar Loans) and Agent will make
available to Borrowers at




                                       48
<PAGE>   50


its Payment Office the aggregate of the amounts so made available by the
Lenders. Unless Agent shall have been notified by any Lender at least one
Business Day prior to the date of Borrowing that such Lender does not intend to
make available to Agent such Lender's portion of the Borrowing to be made on
such date, Agent may assume that such Lender has made such amount available to
Agent on such date of Borrowing and Agent may, but shall not be required to, in
reliance upon such assumption, make available to Borrower a corresponding
amount. If such corresponding amount is not in fact made available to Agent by
such Lender on the date of Borrowing, Agent shall be entitled to recover such
corresponding amount on demand from such Lender. If such Lender does not pay
such corresponding amount forthwith upon Agent's demand therefor, Agent shall
promptly notify Borrowers and, if so notified, Borrowers shall immediately pay
such corresponding amount to Agent. Agent shall also be entitled to recover from
Borrowers interest on such corresponding amount in respect of each day from the
date such corresponding amount was made available by Agent to Borrowers to the
date such corresponding amount is recovered by Agent, at a rate per annum equal
to the rate for Base Rate Loans or Eurodollar Loans, as the case may be,
applicable during the period in question, provided, however, that any interest
paid to Agent in respect of such corresponding amount shall be credited against
interest payable by Borrowers to such Lender under Section 3.1 in respect of
such corresponding amount. Any amount due hereunder to Agent from any Lender
which is not paid when due shall bear interest payable by such Lender, from the
date due until the date paid, at the Federal Funds Rate for the first three days
after the date such amount is due and thereafter at the Federal Funds Rate plus
1%, together with Agent's standard interbank processing fee. Further, such
Lender shall be deemed to have assigned any and all payments made of principal
and interest on its Loans, amounts due with respect to its Letters of Credit (or
its participations therein) and any other amounts due to it hereunder first to
Agent to fund any outstanding Loans made available on behalf of such Lender by
Agent pursuant to this Section 2.7 until such Loans have been funded (as a
result of such assignment or otherwise) and then to fund Loans of all Lenders
other than such Lender until each Lender has outstanding Loans equal to its Term
A Pro Rata Share of all Term A Loans, its Term B Pro Rata Share for all Term B
Loans and its Revolver Pro Rata Share of all Revolving Loans (as a result of
such assignment or otherwise). Such Lender shall not have recourse against any
Borrower with respect to any amounts paid to Agent or any Lender with respect to
the preceding sentence; provided, that such Lender shall have full recourse
against Borrowers to the extent of the amount of such Loans it has so been
deemed to have made. Nothing herein shall be deemed to relieve any Lender from
its obligation to fulfill its Commitment hereunder or to prejudice any rights
which Borrowers may have against the Lender as a result of any default by such
Lender hereunder.

                  Section 2.8. Pro Rata Borrowings. All Borrowings of Term A
Loans, Term B Loans and Revolving Loans under this Agreement shall be loaned by
the Lenders pro rata on the basis of their Term A Commitments, Term B
Commitments or Revolving Commitments, as the case may be. No Lender shall be
responsible for any default by any other Lender in its obligation to make Loans
hereunder and each Lender shall be obligated to make the Loans provided to be
made by it hereunder, regardless of the failure of any other Lender to fulfill
its Commitments hereunder.


                                       49

<PAGE>   51


                  Section 2.9. Letter of Credit.

                  (a)   Letter of Credit Commitments.

                  (i)   Subject to and upon the terms and conditions herein set
         forth and such other conditions as are applicable to its customers
         generally, BT agrees to issue, or cause one of its Affiliates
         (including without limitation Deutsche Bank AG, New York Branch), to
         issue in its own name (in such capacity, "Facing Agent"), but for the
         ratable benefit of all Term A Lenders (including Facing Agent) in the
         case of Rollover Letters of Credit and for the ratable benefit of all
         Revolving Lenders (including the Facing Agent) in the case of all
         Letters of Credit other than Rollover Letters of Credit (A) on the
         Initial Borrowing Date, the Rollover Letters of Credit, and (B) at any
         time and from time to time on or after the Initial Borrowing Date and
         prior to the 30th day preceding the Revolver Termination Date, one or
         more Letters of Credit (other than a Rollover Letter of Credit), each
         having a Stated Amount in Dollars and each being issued at sight, for
         the account of a Borrower in an aggregate undrawn amount at any one
         time outstanding that together with the aggregate Stated Amount of
         other Letters of Credit then outstanding (other than the Rollover
         Letters of Credit), does not exceed $15,000,000; provided, however,
         that Facing Agent shall not issue or extend the expiration of any
         Letter of Credit if, immediately after giving effect to such issuance
         or extension, (A) the aggregate LC Obligations at such time would
         exceed $15,000,000, (B) the Available Revolving Commitment of any
         Revolving Lender would be less than zero or (C) the outstanding Working
         Capital Loans of all Revolving Lenders, when added to the then
         outstanding Swing Line Loans and the aggregate LC Obligations, would
         exceed the Working Capital Sublimit. Each Revolving Lender severally,
         but not jointly, agrees to participate in each such Letter of Credit
         (other than a Rollover Letter of Credit) issued by Facing Agent to the
         extent of its Revolver Pro Rata Share and to make available to Facing
         Agent such Lender's Revolver Pro Rata Share of any payment made to the
         beneficiary of such Letter of Credit to the extent not reimbursed by
         Borrowers pursuant to Section 2.9(c)(i); provided, however, that no
         Revolving Lender shall be required to participate in any such Letter of
         Credit to the extent that such participation therein would exceed such
         Lender's Available Revolving Commitment then in effect. Each Term A
         Lender severally, but not jointly agrees to participate in each
         Rollover Letter of Credit issued by Facing Agent to the extent of its
         Term A Pro Rata Share and to make available to Facing Agent such
         Lender's Term A Pro Rata Share of any payment made to the beneficiary
         of such Rollover Letter of Credit pursuant to Section 2.9(c)(ii);
         provided, however, that no Term A Lender shall be required to
         participate in any Rollover Letter of Credit to the extent that such
         participation therein would exceed such Lender's Available Term A
         Commitment then in effect. No Lender's obligation to participate in any
         Letter of Credit or to make available to Facing Agent such Lender's
         Revolver Pro Rata Share or Term A Pro Rata Share as applicable of any
         Letter of Credit Payment made by Facing Agent shall be affected by any
         other Lender's failure to participate in the same or any other Letter
         of Credit or by any other Lender's failure to make available to Facing
         Agent such other Lender's Revolver Pro Rata Share or Term A Pro Rata
         Share as applicable of any Letter of Credit Payment. Notwithstanding
         the foregoing, in the event a Lender Default exists, Facing Agent shall
         not be required to issue any Letter of Credit unless Facing Agent has
         entered into arrangements satisfactory to it and Borrowers to eliminate
         such Facing


                                       50

<PAGE>   52

         Agent's risk with respect to the participation in Letters of Credit of
         the Defaulting Lender or Lenders, including by cash collateralizing
         such Defaulting Lender's or Lenders' Revolver Pro Rata Share or Term A
         Pro Rata Share as applicable of the LC Obligations.

                  (ii)  Each Standby Letter of Credit issued or to be issued
         hereunder shall have an expiration date of one (1) year or less from
         the issuance date thereof and each Commercial Letter of Credit issued
         or to be issued hereunder shall have an expiration date of one hundred
         eighty (180) days or less from the issuance date hereof; provided,
         however, that each Standby Letter of Credit may provide by its terms
         that it will be automatically extended for additional successive
         periods of up to one (1) year unless Facing Agent shall have given
         notice to the applicable beneficiary of the election by Facing Agent
         (such election to be in the sole and absolute discretion of Facing
         Agent) not to extend such Letter of Credit; provided, further, that no
         Standby Letter of Credit or extension thereof shall be stated to expire
         later than the 10th Business Day preceding the Revolver Termination
         Date, no Rollover Letter of Credit or extension thereof shall be stated
         to expire later than the Rollover LC Termination Date and no Commercial
         Letter of Credit or extension thereof shall be stated to expire later
         than the day thirty (30) days prior to the Revolver Termination Date.

                  (b)   Procedure for Issuance of Letters of Credit. Whenever a
Borrower desires the issuance of a Letter of Credit hereunder, it shall give
Agent and Facing Agent at least three (3) Business Days' prior written notice
(or such shorter period as may be agreed to by such Borrower, Agent and Facing
Agent) specifying the day of issuance thereof (which day shall be a Business
Day), such notice to be given prior to 12:00 P.M. (New York City time) on the
date specified for the giving of such notice. Each such notice (each, a "Letter
of Credit Request") shall be in the form of Exhibit 2.9 hereto and shall specify
(A) the proposed issuance date and expiration date, (B) the name(s) of each
obligor with respect to such Letter of Credit, (C) a Borrower as the account
party, (D) the name and address of the beneficiary (which Person shall be
reasonably acceptable to Facing Agent), (E) the Stated Amount of such proposed
Letter of Credit and (F) the purpose of such Letter of Credit and such other
information as Facing Agent may reasonably request (which shall be acceptable to
Agent and Facing Agent). In addition, each Letter of Credit Request shall
contain a description of the terms and conditions to be included in such
proposed Letter of Credit (all of which terms and conditions shall be acceptable
to Facing Agent). Promptly after the issuance or amendment of any Letter of
Credit, Facing Agent shall notify Agent and the applicable Borrower of such
issuance or amendment, and such notice shall be accompanied by a copy of such
issuance or amendment. Promptly after receipt of such notice, Agent shall notify
the Lenders of such issuance or amendment and shall provide a copy thereof upon
the request of any Lender. Unless otherwise specified, all Letters of Credit
will be governed by the Uniform Customs and Practice for Documentary Credits as
in effect on the date of issuance of such Letter of Credit. Each Letter of
Credit shall include any other documents as Facing Agent customarily requires in
connection therewith. On the Business Day specified by a Borrower and upon
fulfillment or waiver of the applicable conditions set forth in Article V,
Facing Agent will issue the requested Letter of Credit to the applicable
beneficiary.


                                       51

<PAGE>   53


                  (c)    Draws upon Letters of Credit; Reimbursement Obligation.

                  (i)    In the event of any drawing under any Letter of Credit
         (other than a Rollover Letter of Credit) by the beneficiary thereof,
         Facing Agent shall give written notice to the applicable Borrower and
         Agent (x) confirming such drawing and (y) of the date on or before
         which Facing Agent intends to honor such drawing, and Borrowers shall
         reimburse Facing Agent on the day on which such drawing is honored in
         an amount in same day funds and like currency equal to the amount of
         such drawing; provided, however, that, anything contained in this
         Agreement to the contrary notwithstanding, (A) unless Borrowers shall
         have notified Agent and Facing Agent prior to 11:00 A.M. (New York City
         time) on the Business Day Facing Agent intends to honor such drawing
         that Borrowers intend to reimburse Facing Agent for the amount of such
         drawing with funds other than the proceeds of Working Capital Loans,
         Borrowers shall be deemed to have timely given a Notice of Borrowing to
         Agent requesting each Revolving Lender to make Working Capital Loans
         which are Base Rate Loans on the date on which such drawing is honored
         in an amount equal to the amount of such drawing and (B) unless any of
         the events described in Section 10.1(e) or 10.1(f) shall have occurred
         (in which event the procedures of Section 2.9(d) shall apply) each such
         Lender shall, on the date of such drawing, make Working Capital Loans
         which are Base Rate Loans in the amount of its Revolver Pro Rata Share
         of such drawing, the proceeds of which shall be applied directly by
         Agent to reimburse Facing Agent for the amount of such drawing;
         provided, further, that, if for any reason, proceeds of Working Capital
         Loans are not received by Facing Agent on such date in an amount equal
         to the amount of such drawing, Borrowers shall reimburse Facing Agent,
         on the Business Day immediately following the date of such drawing, in
         an amount in same day funds equal to the excess of the amount of such
         drawing over the amount of such Working Capital Loans, if any, which
         are so received, plus accrued interest on such amount at the rate set
         forth in Section 3.1(a).

                  (ii)  In the event of any drawing under any Rollover Letter of
         Credit by the beneficiary thereof, Facing Agent shall give written
         notice to the applicable Borrower and Agent (which notice Agent shall
         promptly transmit to the Term A Lenders) confirming such drawing and of
         the date on or before which Facing Agent intends to honor such drawing.
         Borrowers shall be deemed to have timely given a Notice of Borrowing to
         Agent requesting each Term A Lender to make Term A Loans which are Base
         Rate Loans on the date on which such drawing is honored in an amount
         equal to the amount of such drawing and unless any of the events
         described in Section 10.1(e) or 10.1(f) shall have occurred (in which
         event the procedures of Section 2.9(d) shall apply) each Term A Lender
         shall, on the date of such drawing, make Term A Loans which are Base
         Rate Loans in the amount of its Term A Pro Rata Share of such drawing,
         the proceeds of which shall be applied directly by Agent to reimburse
         Facing Agent for the amount of such drawing; provided, further, that,
         if for any reason, proceeds of Term A Loans are not received by Facing
         Agent on such date in an amount equal to the amount of such drawing,
         Borrowers shall reimburse Facing Agent, on the Business Day immediately
         following the date of such drawing, in an amount in same day funds
         equal to the excess of the amount of such drawing over the amount of
         such Term A Loans, if any, which are so received, plus accrued interest
         on such amount at the rate set forth in Section 3.1(a).



                                       52

<PAGE>   54


                  (d)   Lenders' Participation in Letters of Credit. In the
event that Borrowers shall fail to reimburse Facing Agent as provided in Section
2.9(c) in an amount equal to the amount of any drawing honored by Facing Agent
under a Letter of Credit issued by it in accordance with the terms hereof,
Facing Agent shall promptly notify Agent and Agent shall promptly notify each
Lender of the unreimbursed amount of such drawing and of such Lender's
respective participation therein. Each such Lender shall make available to
Facing Agent an amount equal to its Revolver Pro Rata Share or Term A Pro Rata
Share, as applicable, of such drawing in same day funds, at the office of Facing
Agent specified in such notice, not later than 1:00 P.M. (New York City time) on
the Business Day after the date such Lender is notified by Agent. In the event
that any such Lender fails to make available to Facing Agent the amount of such
Lender's participation in such Letter of Credit as provided in this Section
2.9(d), Facing Agent shall be entitled to recover such amount on demand from
such Lender together with interest at the Federal Funds Rate for two Business
Days and thereafter at the Base Rate. Nothing in this Section 2.9(d) shall be
deemed to prejudice the right of any Lender to recover from Facing Agent any
amounts made available by such Lender to Facing Agent pursuant to this Section
2.9(d) in the event that it is determined that the payment with respect to a
Letter of Credit by Facing Agent in respect of which payment was made by such
Lender constituted gross negligence or willful misconduct as determined by a
court of competent jurisdiction on the part of Facing Agent. Facing Agent shall
distribute to each other Lender which has paid all amounts payable by it under
this Section 2.9(d) with respect to any Letter of Credit issued by Facing Agent
such other Lender's Revolver Pro Rata Share or Term A Pro Rata Share, as
applicable, of all payments received by Facing Agent from Borrowers in
reimbursement of drawings honored by Facing Agent under such Letter of Credit
when such payments are received. Upon any change in the Revolving Commitments or
Term A Commitments of the Lenders pursuant to Section 3.7 or 12.8(c) or
otherwise, it is hereby agreed that, with respect to all LC Obligations, there
shall be an automatic adjustment to the participations pursuant to this Section
2.9(d) to reflect the new Revolver Pro Rata Shares of the assigning Lender and
the Assignee and with respect to all Rollover LC Obligations, there shall be an
automatic adjustment to the participations pursuant to this Section 2.9(d) to
reflect the new Term A Pro Rata Shares of the assigning Lender and the Assignee.

                  (e)   Fees for Letters of Credit.

                  (i)   Facing Agent Fees. Borrowers agree jointly and severally
         to pay the following amounts to Facing Agent with respect to Letters of
         Credit issued by it for the account of any Borrower:

                  (A)   with respect to drawings honored under any Letter of
         Credit, interest, payable on demand, at a rate which is at all times
         equal to 2% per annum in excess of the Base Rate on the amount paid by
         Facing Agent in respect of each such drawing from the date the drawing
         is honored (unless such drawing occurs after 4:00 p.m. (New York City
         time) in which case from the day following such drawing) to the date
         such amount is reimbursed by Borrowers (including any such
         reimbursement out of the proceeds of Revolving Loans or Term A Loans,
         as applicable, pursuant to Section 2.9(c));

                  (B)   with respect to the issuance or amendment of each Letter
         of Credit and each payment made thereunder, documentary and processing
         charges in accordance with


                                       53

<PAGE>   55


         Facing Agent's standard schedule for such charges in effect at the time
         of such issuance, amendment, transfer or payment, as the case may be;
         and

                  (C)   a facing fee equal to 0.25% per annum of the outstanding
         LC Obligations and Rollover LC Obligations payable with respect to the
         maximum Stated Amount under such outstanding Letters of Credit payable
         in arrears on each Quarterly Payment Date, on the Revolver Termination
         Date and thereafter, on demand together with customary issuance and
         drawing charges payable pursuant to clause (B) above; provided,
         however, if calculation of the facing fee in the manner set forth above
         would result in a facing fee of less than $500 per year per Letter of
         Credit, Borrower shall be obligated to pay such additional amount to
         the Facing Agent so as to provide for a minimum facing fee of $500 per
         year per Letter of Credit.

                  (ii)  Participating Lender Fees.

                  (A)   Borrowers agree jointly and severally to pay to Agent
         for distribution to each participating Lender that is not a Defaulting
         Lender in respect of all Letters of Credit (other than Rollover Letters
         of Credit) outstanding such Lender's Revolver Pro Rata Share of a per
         annum commission equal to the Applicable Eurodollar Rate Margin for
         Revolving Loans with respect to the daily Stated Amount under such
         outstanding Letters of Credit (the "LC Commission"), payable in arrears
         on each Quarterly Payment Date, on the Revolver Termination Date and
         thereafter, on demand. The LC Commission shall be computed on a per
         annum basis from the first day of issuance of each Letter of Credit and
         on the basis of the actual number of days elapsed over a year of 360
         days.

                  (B)   Borrowers agree jointly and severally to pay to Agent
         for distribution to each participating Lender that is not a Defaulting
         Lender in respect of all Rollover Letters of Credit outstanding such
         Lender's Term A Pro Rata Share of a per annum commission equal to the
         Applicable Eurodollar Rate Margin for Revolving Loans with respect to
         the daily Stated Amount under such outstanding Rollover Letters of
         Credit (the "Rollover LC Commission"), payable in arrears on each
         Quarterly Payment Date, on the final expiration date of all Rollover
         Letters of Credit and thereafter, on demand. The Rollover LC Commission
         shall be computed on a per annum basis from the first day of issuance
         of each Rollover Letter of Credit and on the basis of the actual number
         of days elapsed over a year of 360 days.

                  Promptly upon receipt by Facing Agent or Agent of any amount
described in clause (i)(A) with respect to Letters of Credit other then Rollover
Letters of Credit or (ii)(A) of this Section 2.9(e), Facing Agent or Agent shall
distribute to each Lender (other than a Defaulting Lender) that has reimbursed
Facing Agent in accordance with Section 2.9(d) its Revolver Pro Rata Share of
such amount. Promptly upon receipt by Facing Agent or Agent of any amount
described in clause (i)(A) with respect to Rollover Letters of Credit or (ii)(B)
of this Section 2.9(e), Facing Agent or Agent shall distribute to each Lender
(other than a Defaulting Lender) that has reimbursed Facing Agent in accordance
with Section 2.9(d) its Term A Pro Rata Share of such amount. Amounts payable
under clause (i)(B) and (C) of this Section 2.9(e) shall be paid directly to
Facing Agent.


                                       54

<PAGE>   56

                  (f)   LC Obligations Unconditional. Subject to the last
paragraph of Section 2.9(g), the obligation of Borrowers to reimburse Facing
Agent for drawings made under any Letter of Credit issued by it and the
obligations of each Lender under Section 2.9(d) with respect thereto shall be
joint and several, unconditional and irrevocable and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances (except for
any wrongful payment arising solely out of the willful misconduct, bad faith or
gross negligence of Facing Agent), including, without limitation, any of the
following circumstances:

                  (i)   any lack of validity or enforceability of such Letter of
         Credit;

                  (ii)  the existence of any claim, setoff, defense or other
         right which any Borrower or any of its Affiliates may have at any time
         against a beneficiary or any transferee of such Letter of Credit (or
         any persons or entities for which any such beneficiary or transferee
         may be acting), Facing Agent, any Lender or any other Person, whether
         in connection with this Agreement, the transactions contemplated herein
         or any unrelated transaction (including any underlying transaction
         between any Borrower or one of its Subsidiaries and the beneficiary of
         such Letter of Credit);

                  (iii) any draft, demand, certificate or any other document
         presented under such 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, provided the same appears
         substantially in compliance with the draw requirements for the Letter
         of Credit;

                  (iv)  payment by Facing Agent under such Letter of Credit
         against presentation of a demand, draft or certificate or other
         document which does not comply with the terms of such Letter of Credit,
         provided the same appears on its face to substantially comply with the
         draw requirements for the Letter of Credit; and

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

                  (g)   Indemnification. In addition to amounts payable as
elsewhere provided in this Agreement, each Borrower hereby agrees, jointly and
severally, to protect, indemnify, pay and save Facing Agent harmless from and
against any and all claims, demands, liabilities, damages, losses, costs,
charges and expenses (including reasonable attorneys fees) (other than for
Taxes, which shall be covered by Section 4.7) which Facing Agent may incur or be
subject to as a consequence, direct or indirect, of (i) the issuance of the
Letters of Credit, except to the extent resulting primarily from the gross
negligence, bad faith or willful misconduct of Facing Agent or (ii) the failure
of Facing Agent to honor a drawing under any Letter of Credit as a result of any
act or omissions, whether rightful or wrongful, of any present or future de jure
or de facto government or Governmental Authority (all such acts or omissions
herein called "Government Acts"). As between Borrowers and Facing Agent,
Borrowers assume all risks of the acts and omissions of, or misuse of the
Letters of Credit issued by Facing Agent by, the respective beneficiaries of
such Letters of Credit. In furtherance and not in limitation of the foregoing,
Facing Agent shall not be responsible: (i) for the form, validity, sufficiency,
accuracy, genuineness or legal effect of any document submitted by any party in
connection with the application for and issuance of or any drawing under such
Letters of Credit, even if it should in



                                       55

<PAGE>   57


fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged, provided such document appears on its face to
substantially comply with the requirements applicable to it; (ii) for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) for failure of the beneficiary
of any such Letter of Credit to comply fully with conditions required in order
to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v) for errors in
interpretation of technical terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any such Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; and (viii) for any consequences
arising from causes beyond the control of Facing Agent, including, without
limitation, any Government Acts. None of the above shall affect, impair, or
prevent the vesting of any of Facing Agent's rights or powers hereunder.

                  In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by Facing
Agent under or in connection with the Letters of Credit issued by it or the
related certificates, if taken or omitted in good faith, shall not put Facing
Agent under any resulting liability to Borrowers. Notwithstanding anything to
the contrary contained in this Agreement, Borrowers shall have no obligation to
indemnify Facing Agent in respect of any liability incurred by Facing Agent
arising primarily out of the gross negligence, bad faith or willful misconduct
of Facing Agent. The right of indemnification in the first paragraph of this
Section 2.9(g) shall not prejudice any rights that Borrowers may otherwise have
against Facing Agent with respect to a Letter of Credit issued hereunder.

                  (h)  Stated Amount. The Stated Amount of each Letter of Credit
shall not be less than $100,000 or such lesser amount as Facing Agent has agreed
to.

                  (i)  Increased Costs. If at any time after the Closing Date,
Facing Agent or any Lender determines that the introduction of or any change in
any applicable law, rule, regulation, order, guideline or request or in the
interpretation or administration thereof by any Governmental Authority charged
with the interpretation or administration thereof, or compliance by Facing Agent
or such Lender with any request or directive by any such authority (whether or
not having the force of law), shall either (i) impose, modify or make applicable
any reserve, deposit, capital adequacy or similar requirement against Letters of
Credit issued by Facing Agent or participated in by any Lender, or (ii) impose
on Facing Agent or any Lender any other conditions relating, directly or
indirectly, to this Agreement or any Letter of Credit; and the result of any of
the foregoing is to increase the cost to Facing Agent or any Lender of issuing,
maintaining or participating in any Letter of Credit, or reduce the amount of
any sum received or receivable by Facing Agent or any Lender hereunder or reduce
the rate of return on its capital with respect to Letters of Credit, then, upon
demand to Borrowers by Facing Agent or any Lender (a copy of which demand shall
be sent by Facing Agent or such Lender to Agent), Borrowers shall pay to Facing
Agent or such Lender such additional amount or amounts as will compensate such
Lender for such increased cost or reduction in the amount receivable or
reduction on the rate of return on its capital (but excluding costs resulting
from (A) changes in the rate of tax on, or determined by reference to, the net
income or profits of such Facing Agent



                                       56

<PAGE>   58


or Lender imposed by the jurisdiction in which such Facing Agent's or Lender's
principal office or applicable lending office is located and (B) United States
withholding taxes which shall be governed by the provisions of Section 4.7). In
determining such additional amounts pursuant to the preceding sentence, Facing
Agent or such Lender will act reasonably and in good faith and will, to the
extent the increased costs or reductions in amounts receivable or reductions in
rates of return relate to Facing Agent's or such Lender's letters of credit in
general and are not specifically attributable to the Letters of Credit
hereunder, use averaging and attribution methods which are reasonable and which
cover all letters of credit similar to the Letters of Credit issued by or
participated in by Facing Agent or such Lender whether or not the documentation
for such other Letters of Credit permit Facing Agent or such Lender to receive
amounts of the type described in this Section 2.9(i). Facing Agent or any
Lender, upon determining that any additional amounts will be payable pursuant to
this Section 2.9(i), will give prompt written notice thereof to Borrowers, which
notice shall include a certificate submitted to Borrowers by Facing Agent or
such Lender (a copy of which certificate shall be sent by Facing Agent or such
Lender to Agent), setting forth in reasonable detail the basis for the
calculation of such additional amount or amounts necessary to compensate Facing
Agent or such Lender, although failure to give any such notice shall not release
or diminish Borrowers' obligations to pay additional amounts pursuant to this
Section 2.9(i) provided that Borrowers shall not be required to compensate a
Lender or Facing Agent pursuant to this section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender or
Facing Agent, as the case may be, notifies Borrower in writing of the additional
amounts and of such Lender's or Facing Agent's intention to claim compensation
therefor; provided further that, if the change in law giving rise to such
increased costs or reductions is retroactive, then the 180-day period referred
to above shall be extended to include the period of retroactive effect thereof.
The certificate required to be delivered pursuant to this Section 2.9(i) shall,
absent manifest error, be final, conclusive and binding on Borrowers and Facing
Agent or the Lender, as applicable.

                                  ARTICLE III
                                INTEREST AND FEES

                  Section 3.1. Interest.

                  (a)  Base Rate Loans. Borrowers agree jointly and severally to
pay interest in respect of the unpaid principal amount of each Base Rate Loan at
a rate per annum equal to the Base Rate plus the Applicable Base Rate Margin
from the date the proceeds thereof are made available to Borrowers until the
earlier of (i) the maturity (whether by acceleration or otherwise) of such Base
Rate Loan or (ii) the conversion of such Base Rate Loan to a Eurodollar Loan
pursuant to Section 2.6.

                  (b)  Eurodollar Loans. Borrowers agree jointly and severally
to pay interest in respect of the unpaid principal amount of each Eurodollar
Loan from the date the proceeds thereof are made available to Borrowers until
the earlier of (i) the maturity (whether by acceleration or otherwise) of such
Eurodollar Loan or (ii) the conversion of such Eurodollar Loan to a Base Rate
Loan pursuant to Section 2.6 at a rate per annum equal to the relevant
Eurodollar Rate plus the Applicable Eurodollar Rate Margin.



                                       57
<PAGE>   59


                  (c)  Payment of Interest. Interest on each Loan shall be
payable in arrears on each Interest Payment Date; provided, however, that
interest accruing pursuant to Section 3.1(e) shall be payable from time to time
on demand. Interest shall also be payable on all then outstanding Acquisition
Revolving Loans on the Acquisition Revolver Conversion Date, on all then
outstanding Revolving Loans on the Revolver Termination Date, on all then
outstanding Swing Line Loans on the fifth (5th) Business Day prior to the
Revolver Termination Date, and on all Loans on the date of repayment (including
prepayment) thereof (except that (i) voluntary prepayments of Revolving Loans
that are Base Rate Loans made pursuant to Section 4.3 on any day other than a
Quarterly Payment Date or the Revolver Termination Date or Acquisition Revolver
Conversion Date need not be made with accrued interest from the most recent
Quarterly Payment Date, provided such accrued interest is paid on the next
Quarterly Payment Date and (ii) voluntary prepayment of Swing Line Loans made
pursuant to Section 4.3 on any day other than a Quarterly Payment Date or on the
fifth Business Day prior to the Revolver Termination Date need not be made with
accrued interest from the most recent Quarterly Payment Date, provided such
accrued interest is paid on the next Quarterly Payment Date) and on the date of
maturity (by acceleration or otherwise) of such Loans. During the existence of
any Event of Default, interest on any Loan shall be payable on demand.

                  (d)  Notification of Rate. Agent, upon determining the
interest rate for any Borrowing of Eurodollar Loans for any Interest Period,
shall promptly notify Borrowers and the Lenders thereof. Such determination
shall, absent manifest error and subject to Section 3.6, be final, conclusive
and binding upon all parties hereto.

                  (e)  Default Interest. Notwithstanding the rates of interest
specified herein, effective immediately upon any failure to pay any Obligations
or any other amounts due under any of the Loan Documents when due, whether by
acceleration or otherwise, the principal balance of each Loan then outstanding
and, to the extent permitted by applicable law, any interest payment on each
Loan not paid when due or other amounts then due and payable shall bear interest
payable on demand, after as well as before judgment at a rate per annum equal to
the Default Rate.

                  (f)  Maximum Interest. If any interest payment or other charge
or fee payable hereunder exceeds the maximum amount then permitted by applicable
law, Borrowers shall be jointly and severally obligated to pay the maximum
amount then permitted by applicable law and Borrowers shall continue to pay the
maximum amount from time to time permitted by applicable law until all such
interest payments and other charges and fees otherwise due hereunder (in the
absence of such restraint imposed by applicable law) have been paid in full.

                  Section 3.2. Fees.

                  (a)  Commitment Fee. Borrowers agree jointly and severally to
pay to Agent for pro rata distribution to each Non-Defaulting Lender having a
Revolving Commitment (based on its Revolver Pro Rata Share) a commitment fee
(the "Commitment Fee") for the period commencing on the Initial Borrowing Date
to and including the Revolver Termination Date or the earlier termination of the
Revolving Commitments (and, in either case, repayment in full of the Revolving
Loans and payment in full, or cash collateralization by the deposit of cash into
the Collateral Account in amounts and pursuant to arrangements satisfactory to
Agent, of the LC



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<PAGE>   60

Obligations), computed at a rate equal to the Applicable Commitment Fee
Percentage per annum on the average daily Total Available Revolving Commitment.
Unless otherwise specified, accrued Commitment Fees shall be due and payable (i)
on each Quarterly Payment Date, (ii) on the Revolver Termination Date and (iii)
upon any reduction or termination in whole or in part of the Revolving
Commitments (but only, in the case of a reduction, on the portion of the
Revolving Commitments then being reduced).

                  (b)   Agency Fees. Borrowers agree jointly and severally to
pay to Agent for its own account, agency and other Loan fees in the amount and
at the times set forth in the letter agreement between Borrower and Agent.

                  Section 3.3. Computation of Interest and Fees; Changes in
Margins and Fees. Interest on all Loans and fees payable hereunder shall be
computed on the basis of the actual number of days elapsed over a year of 360
days; provided that interest on all Base Rate Loans based on the prime lending
rate shall be computed on the basis of the actual number of days elapsed over a
year of 365 or 366 days, as the case may be. Each determination of an interest
rate by Agent pursuant to any provision of this Agreement shall be conclusive
and binding on Borrowers and the Lenders in the absence of manifest error. Agent
shall, at any time and from time to time upon request of Borrowers, deliver to
Borrowers a statement showing the quotations used by Agent in determining any
interest rate applicable to Eurodollar Loans pursuant to this Agreement. Each
change in the Applicable Base Rate Margin, Applicable Eurodollar Margin, LC
Commission, Rollover LC Commission or Applicable Commitment Fee Percentage as a
result of a change in Borrower's Most Recent Ratio of Total Debt to EBITDA shall
become effective on the date upon which financial statements reporting such
change are delivered to Agent pursuant to Section 7.1 and shall continue to be
effective until the next date on which financial statements reporting such
change are delivered pursuant to Section 7.1, in each case subject to the
proviso in the definition of "Most Recent Ratio of Total Debt to EBITDA".

                  Section 3.4. Interest Periods. At the time it gives any Notice
of Borrowing or a Notice of Conversion or Continuation with respect to
Eurodollar Loans, a Borrower shall elect, by giving Agent written notice, the
interest period (each an "Interest Period") which Interest Period shall, at the
option of such Borrower, be one, two, three or six months or, if available to
each of the applicable Lenders (as determined by each such applicable Lender in
its sole discretion) a nine or twelve month period, or during the Syndication
Period only, a period of up to 14 days provided that:

                  (i)   all Eurodollar Loans comprising a Borrowing shall at all
         times have the same Interest Period;

                  (ii)  the initial Interest Period for any Eurodollar Loan
         shall commence on the date of such Borrowing of such Eurodollar Loan
         (including the date of any conversion thereto from a Loan of a
         different Type) and each Interest Period occurring thereafter in
         respect of such Eurodollar Loan shall commence on the last day of the
         immediately preceding Interest Period;

                  (iii) if any Interest Period relating to a Eurodollar Loan
         begins on a day for which there is no numerically corresponding day in
         the calendar month at the end of such Interest Period, such


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<PAGE>   61

         Interest Period shall end on the last Business Day of such calendar
         month;

                  (iv)  if any Interest Period would otherwise expire on a day
         which is not a Business Day, such Interest Period shall expire on the
         next succeeding Business Day; provided, however, that if any Interest
         Period for a Eurodollar Loan would otherwise expire on a day which is
         not a Business Day but is a day of the month after which no further
         Business Day occurs in such month, such Interest Period shall expire on
         the next preceding Business Day;

                  (v)   no Interest Period may be selected at any time when an
         Unmatured Event of Default or Event of Default is then in existence;

                  (vi)  no Interest Period shall extend beyond the Term A Loan
         Maturity Date for any Term A Loan, the Term B Loan Maturity Date for
         any Term B Loan or the Revolver Termination Date for any Revolving
         Loan; and

                  (vii) no Interest Period in respect to any Borrowing of Term
         Loans shall be selected which extends beyond any date upon which a
         mandatory repayment of Term Loans will be required to be made under
         Section 4.4(b), (c), (d), (e), (f), or (h), as the case may be, if the
         aggregate principal amount of Term Loans which have Interest Periods
         which will expire after such date will be in excess of the aggregate
         principal amount of Term Loans then outstanding less the aggregate
         amount of such required prepayment.

                  Section 3.5. Compensation for Funding Losses.

                  (a)   Borrowers agree jointly and severally to compensate each
Lender, upon its written request (which request shall set forth in reasonable
detail the basis for requesting such amounts), for all losses, expenses and
liabilities (including, without limitation, any interest paid by such Lender to
lenders of funds borrowed by it to make or carry its Eurodollar Loans to the
extent not recovered by the Lender in connection with the liquidation or
re-employment of such funds and including the compensation payable by such
Lender to a Participant but excluding loss of anticipated profit with respect to
any Loans) and any loss sustained by such Lender in connection with the
liquidation or re-employment of such funds (including, without limitation, a
return on such liquidation or re-employment that would result in such Lender
receiving less than it would have received had such Eurodollar Loan remained
outstanding until the last day of the Interest Period applicable to such
Eurodollar Loans) which such Lender may sustain as a result of: (i) for any
reason (other than a default by such Lender or Agent) a continuation or
Borrowing of, or conversion from or into, Eurodollar Loans does not occur on a
date specified therefor in a Notice of Borrowing or Notice of Conversion or
Continuation (whether or not withdrawn); (ii) any payment, prepayment or
conversion or continuation of any of its Eurodollar Loans occurring for any
reason whatsoever on a date which is not the last day of an Interest Period
applicable thereto; (iii) any repayment of any of its Eurodollar Loans not being
made on the date specified in a notice of payment given by a Borrower; or (iv)
(A) any other failure by Borrowers to repay Eurodollar Loans when required by
the terms of this Agreement or (B) an election made by a Borrower pursuant to
Section 3.7. A written notice as to additional amounts owed such Lender


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<PAGE>   62


under this Section 3.5 and delivered to Borrowers and Agent by such Lender
shall, absent manifest error, be final, conclusive and binding for all purposes;
provided that Borrowers shall not be required to compensate such Lender pursuant
to this Section for any losses, expenses and liabilities incurred more than 180
days prior to the date that such Lender notifies Borrowers thereof.

                  (b)   Calculation of all amounts payable to a Lender under
this Section 3.5 shall be made as though that Lender had actually funded its
relevant Eurodollar Loan through the purchase of a Eurodollar deposit bearing
interest at the Eurodollar Rate in an amount equal to the amount of that Loan,
having a maturity comparable to the relevant Interest Period and through the
transfer of such Eurodollar deposit from an offshore office of that Lender to a
domestic office of that Lender in the United States of America; provided,
however, that each Lender may fund each of its Eurodollar Loans in any manner it
sees fit and the foregoing assumption shall be utilized only for the calculation
of amounts payable under this Section 3.5.

                  Section 3.6. Increased Costs, Illegality, Etc.

                  (a)   Generally. In the event that any Lender shall have
determined (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto but, with respect to clause (i)
below, may be made only by Agent):

                  (i)   on any Interest Rate Determination Date that, by reason
         of any changes arising after the Closing Date affecting the interbank
         Eurodollar market, adequate and fair means do not exist for
         ascertaining the applicable interest rate on the basis provided for in
         the definition of Eurodollar Rate; or

                  (ii)  at any time, that any Lender shall incur increased costs
         or reduction in the amounts received or receivable hereunder with
         respect to any Eurodollar Loan because of (x) any change since the
         Closing Date in any applicable law or governmental rule, regulation,
         order, guideline or request (whether or not having the force of law) or
         in the interpretation or administration thereof and including the
         introduction of any new law or governmental rule, regulation, order,
         guideline or request, such as, for example, but not limited to: (A) a
         change in the basis of taxation of payments to any Lender of the
         principal of or interest on the Obligations or any other amounts
         payable hereunder (except for (a) changes in the rate of tax on, or
         determined by reference to, the net income or profits of such Lender
         imposed by the jurisdiction in which its principal office or applicable
         lending office is located and (b) United States withholding taxes,
         which shall be governed by the provisions of Section 4.7) or (B) a
         change in official reserve requirements (but, in all events, excluding
         reserves required under Regulation D to the extent included in the
         computation of the Eurodollar Rate) and/or (y) other circumstances
         since the Closing Date affecting such Lender or the interbank
         Eurodollar market or the position of such Lender in such market
         (excluding, however, differences in a Lender's cost of funds from those
         of Agent which are solely the result of credit differences between such
         Lender and Agent); or

                  (iii) at any time, that the making or continuance of any
         Eurodollar Loan has been made (x) unlawful by any law or governmental
         rule, regulation or order, (y)



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<PAGE>   63


         impossible by compliance by any Lender in good faith with any
         governmental request (whether or not having force of law) or (z)
         impracticable as a result of a contingency occurring after the date of
         this Agreement which materially and adversely affects the interbank
         Eurodollar market; then, and in any such event, such Lender (or Agent,
         in the case of clause (i) above) shall promptly give notice (by
         telephone confirmed in writing) to Borrowers and, except in the case of
         clause (i) above, to Agent of such determination (which notice Agent
         shall promptly transmit to each of the other Lenders). Thereafter (x)
         in the case of clause (i) above, Eurodollar Loans shall no longer be
         available until such time as Agent notifies Borrowers and the Lenders
         that the circumstances giving rise to such notice by Agent no longer
         exist (which notice Agent shall promptly transmit upon learning of the
         availability of Eurodollar Loans), and any Notice of Borrowing or
         Notice of Conversion or Continuation given by any Borrower with respect
         to Eurodollar Loans (other than with respect to conversions to Base
         Rate Loans) which have not yet been incurred (including by way of
         conversion) shall be deemed rescinded by Borrowers, (y) in the case of
         clause (ii) above, Borrowers agree jointly and severally to pay to such
         Lender, upon written demand therefor, such additional amounts (in the
         form of an increased rate of, or a different method of calculating,
         interest or otherwise as such Lender in its sole discretion shall
         determine) as shall be required to compensate such Lender for such
         increased costs or reductions in amounts received or receivable
         hereunder (a written notice as to the additional amounts owed to such
         Lender, showing in reasonable detail the basis for the calculation
         thereof, submitted to Borrowers by such Lender shall, absent manifest
         error, be final and conclusive and binding on all the parties hereto;
         however the failure to give any such notice shall not release or
         diminish Borrowers' obligations to pay additional amounts pursuant to
         this Section 3.6 (a)(y)) provided that Borrowers shall not be required
         to compensate such Lender pursuant to this section for any increased
         costs or reductions incurred more than 180 days prior to the date that
         such Lender notifies Borrowers in writing of the increased costs or
         reductions and of such Lender's intention to claim compensation
         therefor; provided further that, if the change in law giving rise to
         such increased costs or reductions is retroactive, then the 180-day
         period referred to above shall be extended to include the period of
         retroactive effect thereof and (z) in the case of clause (iii) above,
         Borrowers shall take one of the actions specified in Section 3.6(b) as
         promptly as possible and, in any event, within the time period required
         by law. In determining such additional amounts pursuant to clause (y)
         of the immediately preceding sentence, each Lender shall act reasonably
         and in good faith and will, to the extent the increased costs or
         reductions in amounts receivable relate to such Lender's loans in
         general and are not specifically attributable to a Loan hereunder, use
         averaging and attribution methods which are reasonable and which cover
         all loans similar to the Loans made by such Lender whether or not the
         loan documentation for such other loans permits the Lender to receive
         increased costs of the type described in this Section 3.6(a).


                  (b)  Eurodollar Loans. At any time that any Eurodollar Loan is
affected by the circumstances described in Section 3.6(a)(ii) or (iii),
Borrowers may (and, in the case of a Eurodollar Loan affected by the
circumstances described in Section 3.6(a)(iii), shall) either (i) if the
affected Eurodollar Loan is then being made initially or pursuant to a
conversion, by giving Agent telephonic notice (confirmed in writing) on the same
date that Borrowers were notified by the affected Lender or Agent pursuant to
Section 3.6(a)(ii) or (iii), cancel the respective



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<PAGE>   64

Borrowing, or (ii) if the affected Eurodollar Loan is then outstanding, upon at
least three Business Days' written notice to Agent, require the affected Lender
to convert such Eurodollar Loan into a Base Rate Loan, provided, that if more
than one Lender is affected at any time, then all affected Lenders must be
treated the same pursuant to this Section 3.6(b).

                  (c)   Capital Requirements. If any Lender determines that the
introduction of or any change in any applicable law or governmental rule,
regulation, order, guideline or request (whether or not having the force of law)
concerning capital adequacy, or any change in (after the Closing Date)
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency, will have the effect of increasing the amount of
capital required or expected to be maintained by such Lender or any corporation
controlling such Lender based on the existence of such Lender's Commitments
hereunder or its obligations hereunder, then Borrowers agree jointly and
severally to pay to such Lender, upon its written demand therefor, such
additional amounts as shall be required to compensate such Lender or such other
corporation for the increased cost to such Lender or such other corporation or
the reduction in the rate of return to such Lender or such other corporation as
a result of such increase of capital. In determining such additional amounts,
each Lender will act reasonably and in good faith and will use averaging and
attribution methods which are reasonable and which will, to the extent the
increased costs or reduction in the rate of return relates to such Lender's
commitments or obligations in general and are not specifically attributable to
the Commitments and obligations hereunder, cover all commitments and obligations
similar to the Commitments and obligations of such Lender hereunder whether or
not the loan documentation for such other commitments or obligations permits the
Lender to make the determination specified in this Section 3.6(c), and such
Lender's determination of compensation owing under this Section 3.6(c) shall,
absent manifest error, be final and conclusive and binding on all the parties
hereto. Each Lender, upon determining that any additional amounts will be
payable pursuant to this Section 3.6(c), will give prompt written notice thereof
to Borrowers, which notice shall show in reasonable detail the basis for
calculation of such additional amounts, although the failure to give any such
notice shall not release or diminish any of Borrowers' obligations to pay
additional amounts pursuant to this Section 3.6(c) provided that Borrowers shall
not be required to compensate such Lender pursuant to this Section for any
increased costs or reductions incurred more than 180 days prior to the date that
such Lender notifies Borrowers in writing of the increased costs or reductions
and of such Lender's intention to claim compensation thereof; provided further
that, if the change in law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall be extended to
include the period of retroactive effect thereof.

                  (d)   Change of Lending Office. Each Lender which is or will
be owed compensation pursuant to Section 3.6(a) or (c) or Section 2.9(i) will,
if requested by Borrowers, use reasonable efforts (subject to overall policy
considerations of such Lender) to cause a different branch or Affiliate to make
or continue a Loan or Letter of Credit if such designation will avoid the need
for, or materially reduce the amount of, such compensation to such Lender and
will not, in the judgment of such Lender, be otherwise disadvantageous to such
Lender as determined by such Lender in its sole discretion and will not result
in the imposition upon Borrowers of an increased liability for Taxes pursuant to
Section 3.6(a) or (c), Section 2.9(i) or Section 4.7. Borrowers hereby agree
jointly and severally to pay all reasonable expenses incurred by any Lender in
utilizing a different branch or Affiliate pursuant to this Section 3.6(d).


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<PAGE>   65


Nothing in this Section 3.6(d) shall affect or postpone any of the obligations
of any Borrower or the right of any Lender provided for herein.

                  Section 3.7. Replacement of Affected Lenders. (x) If any
Revolving Lender becomes a Defaulting Lender or otherwise defaults in its
Obligations to make Loans or fund Unpaid Drawings, (y) if any Lender (or in the
case of Section 2.9(i), Facing Agent) is owed increased costs under Section
3.6(a)(ii) or (iii), Section 3.6(c), Section 2.9(i), or any Borrower is required
to make any payments under Section 4.7(c) to any Lender, in each case materially
in excess of those to the other Lenders or (z) as provided in Section 12.1(b) in
the case of refusals by a Lender to consent to proposed amendments, changes,
supplements, waivers, discharges or terminations with respect to this Agreement
which have been approved by the Required Lenders, Borrowers shall have the
right, if no Event of Default or Unmatured Event of Default then exists, to
replace such Lender (the "Replaced Lender") with one or more other Eligible
Assignee or Eligible Assignees, none of whom shall constitute a Defaulting
Lender at the time of such replacement (collectively, the "Replacement Lender")
reasonably acceptable to Agent, provided that (i) at the time of any replacement
pursuant to this Section 3.7, the Replacement Lender shall enter into one or
more assignment agreements, in form and substance reasonably satisfactory to
Agent, pursuant to which the Replacement Lender shall acquire all of the
Commitments and outstanding Loans of, and participation in Letters of Credit and
Swing Line Loans by, the Replaced Lender and (ii) all obligations of Borrowers
owing to the Replaced Lender (including, without limitation, such increased
costs and excluding those specifically described in clause (i) above in respect
of which the assignment purchase price has been, or is concurrently being paid)
shall be paid in full to such Replaced Lender concurrently with such
replacement. Upon the execution of the respective assignment documentation, the
payment of amounts referred to in clauses (i) and (ii) above and, if so
requested by the Replacement Lender, delivery to the Replacement Lender of the
appropriate Note or Notes executed by Borrowers, the Replacement Lender shall
become a Lender hereunder and the Replaced Lender shall cease to constitute a
Lender hereunder, except with respect to indemnification provisions under this
Agreement, which shall survive as to such Replaced Lender. Notwithstanding
anything to the contrary contained above, no Lender that acts as a Facing Agent
may be replaced hereunder at any time which it has Letters of Credit outstanding
hereunder unless arrangements reasonably satisfactory to such Facing Agent
(including the furnishing of a standby letter of credit in form and substance,
and issued by an issuer reasonably satisfactory to such Facing Agent or the
depositing of cash collateral into the Collateral Account in amounts and
pursuant to arrangements reasonably satisfactory to such Facing Agent) have been
made with respect to such outstanding Letters of Credit.

                                   ARTICLE IV
               REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS

                  Section 4.1. Voluntary Reduction of Commitments. (a) Upon at
least three (3) Business Days' prior written notice (or telephonic notice
confirmed in writing) to Agent at the Notice Office (which notice Agent shall
promptly transmit to each Lender), Borrower shall have the right, without
premium or penalty, to terminate the unutilized portion of the Revolving
Commitments or the Swing Line Commitment, as the case may be, in part or in
whole; provided that (i) any such voluntary termination of the Revolving
Commitments shall apply to proportionately and permanently reduce the Revolving
Commitment of each Revolving Lender,



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<PAGE>   66
 (ii)  any partial voluntary reduction pursuant to this Section 4.1 shall be in
the amount of at least $5,000,000 and integral multiples of $1,000,000 in excess
of that amount, (iii) any such voluntary termination of the Revolving
Commitments shall occur simultaneously with a voluntary prepayment, pursuant to
Section 4.3 such that the total of the Revolving Commitments shall not be
reduced below the aggregate principal amount of outstanding Acquisition
Revolving Loans and Working Capital Loans plus the aggregate LC Obligations and
the Swing Line Commitment, as the case may be and (iv) no partial voluntary
reduction shall occur prior to the Acquisition Revolver Conversion Date.

                  (b)   In the event of refusals by a Lender to consent to
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Lenders as provided in
Section 12.1(b), Borrowers shall have the right, upon three (3) Business Days'
prior written notice to Agent (which notice Agent shall promptly transmit to
each of the Lenders), to terminate the entire Revolving Commitment and Term A
Commitment of such Lender, so long as all Loans, together with accrued and
unpaid interest, fees and all other amounts, due and owing to such Lender are
repaid concurrently with the effectiveness of such termination at which time
Schedule 1.1(a) shall be deemed modified to reflect such changed amounts
pursuant to Section 4.3(b) and Borrowers cash collateralize such Lender's
Revolver Pro Rata Share and/or Term A Pro Rata Share of the LC Obligations and
Rollover LC Obligations (in the manner set forth in Section 4.4(a)) then
outstanding. At such time, such Lender shall no longer constitute a "Lender" for
purposes of this Agreement, except with respect to indemnifications under this
Agreement which shall survive as to such repaid Lender.

                  Section 4.2. Mandatory Reductions of Commitments.

                  (a)   Reduction of Revolving Commitments. The Revolving
Commitments shall be reduced at the time and in the amounts required to be
reduced pursuant to Section 4.4(c), (d), (e), (f) and (g). On the Acquisition
Revolver Conversion Date, the Revolving Commitments shall be reduced by an
amount equal to the greater of (i) the aggregate principal amount of all
outstanding Acquisition Term Loans on such date immediately after giving effect
to the conversion of Acquisition Revolving Loans into Acquisition Term Loans on
such date and (ii) $50,000,000.

                  (b)   Reduction of Term Commitments. The Term A Commitments
shall be reduced on the Initial Borrowing Date by the aggregate principal amount
of Term A Loans funded on such date and on any subsequent date of funding of any
Term A Loans, to the extent and on such date of any subsequent funding of any
Term A Loans, and the remaining portion of the Term A Commitments, if any, shall
terminate on the expiration date of the Rollover Letters of Credit. The Term B
Commitments shall terminate on the Initial Borrowing Date, after giving effect
to the Borrowing of Term B Loans on such date.

                  (c)   Proportionate Reductions. Each reduction or adjustment
to the Term A Commitments, Term B Commitments or the Revolving Commitments
pursuant to this Section 4.2 shall apply proportionately to the Term A
Commitments, Term B Commitments or the Revolving Commitment, as the case may be,
 of each Lender.


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<PAGE>   67

                  (d)   Reduction of Commitments. The Commitments will terminate
in their entirety on December 15, 1999 unless the Initial Borrowing Date has
occurred on or before such date.

                  (e)   Reductions Following Term Loan Repayments. In addition
to any other mandatory commitment reductions pursuant to this Section 4.2, on
each date upon which a mandatory repayment of Term Loans pursuant to Section 4.4
(other than pursuant to Section 4.4(d)) is required (and exceeds the aggregate
principal amount of Term Loans then outstanding) or would be required if Term
Loans were then outstanding, the Total Available Revolving Commitment shall be
permanently reduced by the amount, if any, by which the amount required to be
applied pursuant to said Section 4.4 (determined as if an unlimited amount of
Term Loans were actually outstanding) exceeds the aggregate principal amount of
Term Loans then outstanding.

                  Section 4.3. Voluntary Prepayments. (a) Borrowers shall have
the right to prepay the Loans in whole or in part from time to time on the
following terms and conditions: (i) Borrowers shall give Agent irrevocable
written notice at its Notice Office (or telephonic notice promptly confirmed in
writing) of its intent to prepay the Loans or Swing Line Loans, the amount of
such prepayment and the specific Borrowings to which such prepayment is to be
applied, which notice shall be given by Borrowers to Agent by 12:00 noon (New
York City time) (x) on the date of prepayment with respect to Revolving Loans
and Swing Line Loans which are Base Rate Loans, (y) at least one Business Day
prior to the date of such prepayment with respect to Term Loans that are Base
Rate Loans and (z) at least three Business Days prior to the date of such
prepayment with respect to Eurodollar Loans and which notice shall (except in
the case of Swing Line Loans) promptly be transmitted by Agent to each of the
applicable Lenders; (ii) each partial prepayment of any Borrowing (other than a
Borrowing of Swing Line Loans) shall be in an aggregate principal amount of at
least $1,000,000 and each partial prepayment of a Swing Line Loan shall be in an
aggregate principal amount of at least $500,000; provided that no partial
prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce
the aggregate principal amount of the outstanding Loans made pursuant to such
Borrowing to an amount less than the Minimum Borrowing Amount applicable
thereto; (iii) Eurodollar Loans may only be prepaid pursuant to this Section 4.3
on the last day of an Interest Period applicable thereto or on any other day
subject to Section 3.5; (iv) each prepayment in respect of any Borrowing shall
be applied pro rata among the Loans comprising such Borrowing provided, that
such prepayment shall not be applied to any Revolving Loans of a Defaulting
Lender at any time when the aggregate amount of Revolving Loans of any
Non-Defaulting Lender exceeds such Non-Defaulting Lender's Revolver Pro Rata
Share of all Revolving Loans then outstanding; and (v) in the event that all or
any portion of the Term B Loans are prepaid on or before the second anniversary
of the Closing Date, such prepayment shall be made at 101% of the principal
amount of the Term B Loan repaid. Voluntary prepayments of Term Loans shall be
applied first to the unpaid Scheduled Term A Repayments, the Scheduled Term B
Repayments and Scheduled Acquisition Repayments due within the 12 month period
following the date of such prepayment in direct order of maturity and,
thereafter, shall be applied in proportional amounts equal to the Term A
Percentage, Term B Percentage and Acquisition Percentage (in each case, after
giving effect to the prepayments made to the unpaid Scheduled Term A Repayments,
Scheduled Term B Repayments and Scheduled Acquisition Repayments due within such
twelve month period as specified above), as the case may be, of such remaining
prepayment, if any, and within each



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<PAGE>   68

Term Loan, shall be applied to reduce the remaining Scheduled Term A Repayments,
Scheduled Term B Repayments and Scheduled Acquisition Repayments on a pro rata
basis. Unless otherwise specified by Borrower, such prepayment shall be applied
first to the payment of Base Rate Loans and second to the payment of such
Eurodollar Loans as Borrower shall request (and in the absence of such request,
as Agent shall determine so as to minimize, if possible, any amounts due under
Section 3.5). The notice provisions, the provisions with respect to the minimum
amount of any prepayment, and the provisions requiring prepayments in integral
multiples above such minimum amount of this Section 4.3 are for the benefit of
Agent and may be waived unilaterally by Agent.

                  (b)   In the event of refusals by a Lender to consent to
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Lenders as provided in
Section 12.1(b), Borrowers shall have the right, upon three (3) Business Days'
prior written notice to Agent (which notice Agent shall promptly transmit to
each of the Lenders), to repay all Loans, together with accrued and unpaid
interest, fees and all other amounts due and owing to such Lender in accordance
with said Section 12.1(b), so long as (A) in the case of the repayment of
Revolving Loans of any Revolving Lender pursuant to this clause (b), the
Revolving Commitment of such Revolving Lender is terminated concurrently with
such repayment pursuant to Section 4.1(b) and, in the case of the repayment of
Term A Loans of any Term A Lender pursuant to this clause (b), the Term A
Commitment of such Term A Lender is terminated concurrently with such repayment
pursuant to Section 4.1(b) and (c) and (B) in the case of the repayment of Loans
of any Lender, the consents required by Section 12.1(b) in connection with the
repayment pursuant to this clause (b) shall have been obtained.

                  Section 4.4. Mandatory Prepayments.

                  (a)   Prepayment Upon Overadvance. Borrowers shall prepay the
outstanding principal amount of the Acquisition Revolving Loans, Working Capital
Loans or the Swing Line Loan on any date on which the aggregate outstanding
principal amount of such Loans together with the aggregate LC Obligations (after
giving effect to any other repayments or prepayments on such day) exceeds the
aggregate Revolving Commitments or the Swing Line Commitment, as the case may
be, in the amount of such excess. In addition, Borrowers shall prepay the
outstanding principal amount of (i) Acquisition Revolving Loans on any date on
which the aggregate outstanding principal amount of Acquisition Revolving Loans
exceeds the Acquisition Revolving Sublimit and (ii) Working Capital Loans on any
date on which the aggregate outstanding principal amount of Working Capital
Loans, when added to the then outstanding Swing Line Loans and the aggregate LC
Obligations, exceeds the Working Capital Sublimit, in each case in the amount of
such excess. If, after giving effect to the prepayment of all outstanding
Acquisition Revolving Loans and Working Capital Loans, the aggregate LC
Obligations exceeds the Revolving Commitments then in effect, Borrowers shall
cash collateralize LC Obligations by depositing, pursuant to a cash collateral
agreement to be entered into in form and substance reasonably satisfactory to
Agent, cash with Agent in an amount equal to the difference between such LC
Obligations and the Revolving Commitments then in effect. Agent shall establish
in its name for the benefit of the Revolving Lenders a cash collateral account
(the "Collateral Account") into which it shall deposit such cash to hold as
collateral security for the LC Obligations.



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<PAGE>   69

                  (b)   Scheduled Term Repayments.

                  (i)   Scheduled Term A Repayments. Borrowers agree jointly and
         severally to pay Scheduled Term A Repayments on the Term A Loans until
         the Term A Loans are paid in full in the amounts and at the times
         specified in the definition of Scheduled Term A Repayments to the
         extent that prepayments have not previously been applied to such
         Scheduled Term A Repayments (and such Scheduled Term A Repayments have
         not otherwise been reduced) pursuant to the terms hereof.

                  (ii)  Scheduled Term B Repayments. Borrowers agree jointly and
         severally to pay Scheduled Term B Repayments on the Term B Loans until
         the Term B Loans are paid in full in the amounts and at the times
         specified in the definition of Scheduled Term B Repayments to the
         extent that prepayments have not previously been applied to such
         Scheduled Term B Repayments (and such Scheduled Term B Repayments have
         not otherwise been reduced) pursuant to the terms hereof.

                  (iii) Scheduled Acquisition Repayments. Borrowers agree
         jointly and severally to pay Scheduled Acquisition Repayments on the
         Acquisition Term Loans until the Acquisition Term Loans are repaid in
         full in the amounts and at the times specified in the definition of
         Scheduled Acquisition Repayments to the extent that prepayments have
         not previously been applied to such Scheduled Acquisition Repayments
         (and such Scheduled Acquisition Repayments have not otherwise been
         reduced) pursuant to the terms hereof.

                  (c)   Mandatory Prepayment Upon Asset Disposition. On the
first Business Day after the date of receipt thereof by Holdings, Borrowers
and/or any of their Subsidiaries of Net Sale Proceeds from any Asset
Disposition, an amount equal to 100% of the Net Sale Proceeds from such Asset
Disposition shall be applied as a mandatory repayment of principal of the Loans
as provided in Section 4.5, in each case subject to modification of such
application as set forth in Section 4.5(d), provided, that with respect to no
more than $5,000,000 in the aggregate of such Net Sale Proceeds (but excluding
any Net Sale Proceeds from any Designated Asset Disposition) in any Fiscal Year
of Holdings, the Net Sale Proceeds therefrom shall not be required to be so
applied on such date to the extent that no Event of Default or Unmatured Event
of Default then exists at the time of receipt of such proceeds and Borrowers
deliver a certificate to Agent on or prior to such date stating that such Net
Sale Proceeds shall be used or contractually committed to be used to purchase
assets used or to be used in the businesses referred to in Section 8.12 within
180 days following the date of such Asset Disposition (which certificate shall
set forth the estimates of the proceeds to be so expended), provided, further,
that (1) if all or any portion of such Net Sale Proceeds not so applied to the
repayment of Loans are not so used (or contractually committed to be used)
within such 180 day period, such remaining portion shall be applied on the last
day of such 180 day period as a mandatory repayment of principal of outstanding
Loans as provided above in this Section 4.4(c) and (2) if all or any portion of
such Net Sale Proceeds are not required to be applied on the 180th day referred
to above because such amount is contractually committed to be used and
subsequent to such date such contract is terminated or expires without such
portion being so used, then such remaining portion shall be applied on the date
of such termination or expiration as a mandatory repayment of principal of
outstanding Term Loans as provided in this Section 4.4(c), and provided,
further,





                                       68
<PAGE>   70

that Net Sale Proceeds from any Designated Asset Disposition shall be applied as
a mandatory repayment of principal of Acquisition Loans as provided in Section
4.5 in an amount equal to the aggregate principal amount of Acquisition Loans
incurred to finance the Permitted Acquisition which relates to such Designated
Asset Disposition, and any excess Net Sale Proceeds, after giving effect to such
repayment, shall be required to be so applied to the repayment of the Loans as
provided above.

                  (d) Mandatory Prepayment With Excess Cash Flow. On each Excess
Cash Payment Date, an amount equal to 50% of Excess Cash Flow, if positive, of
Holdings and its Subsidiaries for the most recent Excess Cash Flow Period ending
prior to such Excess Cash Payment Date shall be applied as a mandatory repayment
of principal of the Loans as provided in Section 4.5 in each case subject to
modification of such application as set forth in Section 4.5(d).

                  (e) Mandatory Payment With Proceeds of Capital Stock. On the
first Business Day after receipt thereof by Holdings and/or any of its
Subsidiaries after the Initial Borrowing Date, an amount equal to 50% of the Net
Offering Proceeds of the sale or issuance of Capital Stock or Junior
Subordinated Notes of (or cash capital contributions to) Holdings or any of its
Subsidiaries shall be applied as a mandatory repayment of principal of the Term
Loans as provided in Section 4.5 in each case subject to modification of such
application as set forth in Section 4.5(d); provided, however, that so long as
no Event of Default or Unmatured Event of Default (but only with respect to
clauses (ii) and (iii) below) exists at the time of receipt, the following Net
Offering Proceeds shall not be required to be so applied: (i) equity
contributions permitted under Section 8.8 to any Subsidiary Guarantor made by
any Borrower or any of their Subsidiaries; (ii) Net Offering Proceeds received
as a result of the exercise of any stock options exercised by or any Capital
Stock or Junior Subordinated Notes issued to any director, officer or employee
of Holdings or any of its Subsidiaries to the extent the proceeds excluded
pursuant to this clause (ii) do not exceed $5,000,000 in the aggregate for all
such exercises and issuances; (iii) Net Offering Proceeds of any Capital Stock
of Holdings issued as consideration in any Permitted Acquisition; and (iv) Net
Offering Proceeds received as a result of any Capital Stock or Junior
Subordinated Notes issued to any existing shareholder (other than a Person
identified in clause (ii) above) of Holdings as of the Closing Date (and any
Affiliate of such shareholder).

                  (f) Mandatory Prepayment Upon Incurrence of Indebtedness. On
the first Business Day after receipt thereof by Holdings and/or any of its
Subsidiaries after the Initial Borrowing Date, an amount equal to 100% of the
Net Offering Proceeds of the incurrence of Indebtedness (other than Indebtedness
relating to Junior Subordinated Notes) by Holdings and/or any of its
Subsidiaries (other than Indebtedness permitted to be incurred by Section 8.2)
shall be applied as a mandatory repayment of principal of the Term Loans as
provided in Section 4.5 in each case subject to modification of such application
as set forth in Section 4.5(d).

                  (g) Mandatory Prepayment Upon Recovery Event. Within ten (10)
days following each date on which Holdings or any of its Subsidiaries receives
any cash proceeds from any Recovery Event, an amount equal to 100% of the
proceeds of such Recovery Event (net of reasonable costs and taxes incurred in
connection with such Recovery Event) shall be applied as a mandatory repayment
of principal of the Loans as provided in Section 4.5 in each case subject to
modification of such application as set forth in Section 4.5(d), provided that
(1) so long as no Event of Default or Unmatured Event of Default then exists, if
the net proceeds from



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<PAGE>   71



any Recovery Event are less than $1,000,000, then no prepayment shall be
required pursuant to this Section 4.4(g), and (2) so long as no Event of Default
or Unmatured Event of Default then exists, with respect to any single or series
of related Recovery Events the net proceeds therefrom which are equal to or
greater than $1,000,000 but less than $5,000,000, such proceeds shall not be
required to be so applied on such date to the extent that (x) Borrowers have
delivered a certificate to the Agent on or prior to such date stating that such
proceeds shall be used to replace or restore any properties or assets in respect
of which such proceeds were paid within 180 days following the date of the
receipt of such proceeds (which certificate shall set forth the estimates of the
proceeds to be so expended) and (y) such proceeds are deposited in an escrow
account with Agent for the benefit of the Secured Parties (the "Recovery Event
Escrow Account"), from which escrow account amounts may be withdrawn only to
repay the Loans or to be used for the purposes described in clause (x) above,
provided, further, that (i) if the amount of such proceeds from any single or
series of related Recovery Events exceeds $2,000,000, then the entire amount and
not just the portion in excess of $2,000,000 shall be applied as a mandatory
repayment of Loans as provided above in this Section 4.4(g), (ii) if all or any
portion of such proceeds not required to be applied to the repayment of Loans
pursuant to the first proviso of this Section 4.4(g) are not so used (or
contractually committed to be used) within 180 days after the day of the receipt
of such proceeds, such remaining portion shall be applied on the last day of
such period as a mandatory repayment of principal of the Loans as provided in
this Section 4.4(g) and (iii) if all or any portion of such proceeds are not
required to be applied on the 180th day referred to in clause (ii) above because
such amount is contractually committed to be used and subsequent to such date
such contract is terminated or expires without such portion being so used, then
such remaining portion shall be applied on the date of such termination or
expiration as a mandatory repayment of principal of outstanding Loans as
provided in this Section 4.4(g).

                  (h) Mandatory Prepayment Upon Issuance of Senior Subordinated
Notes. On the date of receipt thereof by Borrowers, an amount equal to the cash
proceeds of the issuance of any Senior Subordinated Notes in accordance with
Section 8.2(e), after giving effect to the repayment in full of all indebtedness
and obligations owing under the Bridge Loan Documents and all fees, costs and
expenses incurred in connection with the issuance of the Senior Subordinated
Notes, shall be applied as a mandatory repayment of principal of the Term B
Loans as provided in Section 4.5 subject to modification as set forth in
Sections 4.5(c) and (d).

                  Section 4.5. Application of Prepayments.

                  (a) Prepayments. Except as expressly provided in this
Agreement, all prepayments of principal made by Borrowers pursuant to Section
4.4 (other than Section 4.4(h) and prepayments of Net Cash Proceeds for
Designated Asset Dispositions pursuant to Section 4.4(c)) shall be applied (i)
first to the payment of the unpaid principal amount of the Term Loans (with,
except as provided in the second succeeding sentence, the Term A Percentage of
such repayment to be applied as a repayment of Term A Loans, the Term B
Percentage of such repayment to be applied as a repayment of Term B Loans and
the Acquisition Percentage of such repayment to be applied as a repayment of
Acquisition Term Loans), and second to the payment of the then outstanding
balance of the Revolving Loans and the cash collateralization of LC Obligations
and Rollover LC Obligations; (ii) within each of the foregoing Loans, first to
the payment of Base Rate Loans and second to the payment of Eurodollar Loans;
and (iii) with respect to Eurodollar Loans, in such order as Borrowers shall
request (and in the absence of such


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<PAGE>   72


request, as Agent shall determine so as to minimize, if possible, any amounts
due under Section 3.5). Except as expressly provided in this Agreement, all
prepayments of principal made by Borrowers pursuant to Section 4.4(h) shall be
applied (i) to the payment of the unpaid principal amount of the Term B Loans
and (ii) first to the payment of Base Rate Loans and second to the payment of
Eurodollar Rate Loans, in such order as Borrowers shall request (and in the
absence of such request, as Agent shall determine so as to minimize, if
possible, any amounts due under Section 3.5). All prepayments of Acquisition
Loans with Net Cash Proceeds from Designated Asset Dispositions pursuant to
Section 4.4(c) shall be applied (i) to the payment of the unpaid principal
amount of the Acquisition Loans and (ii) first to the payment of Base Rate Loans
and second to the payment of Eurodollar Rate Loans, in such order as Borrowers
shall request (and in the absence of such request, as Agent shall determine so
as to minimize, if possible, any amounts due under Section 3.5). Each prepayment
of the Term Loans pursuant to Section 4.4(c), (d), (e), (f) and (g) shall be
applied first to the Term Loans based on the aggregate principal amount of the
unpaid Scheduled Term A Repayments, Scheduled Term B Repayments and Scheduled
Acquisition Repayments due within the twelve month period following the date of
such prepayment and shall be applied to such Scheduled Term A Repayments,
Scheduled Term B Repayments and Scheduled Acquisition Repayments in direct order
of maturity, and, thereafter, shall be allocated second to the Term Loans in
proportional amounts equal to the Term A Percentage, Term B Percentage and
Acquisition Percentage (in each case, after giving effect to the prepayments
made to the unpaid Scheduled Term A Repayments, Scheduled Term B Repayments and
Scheduled Acquisition Repayments due within such twelve month period as
specified above), as the case may be, of such remaining prepayment, if any and,
within each Term Loan, shall be applied to reduce the remaining Scheduled Term A
Repayments, Scheduled Term B Repayments and Scheduled Acquisition Repayments on
a pro rata basis (based upon the then remaining principal amount of such
Scheduled Term A Repayments, Scheduled Term B Repayments and Scheduled
Acquisition Repayments, respectively.) Any prepayment of the Acquisition
Revolving Loans and Working Capital Loans pursuant to this section shall be
allocated first to the Acquisition Revolving Loans until paid in full and second
to the Working Capital Loans. If any prepayment of Eurodollar Loans made
pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant
to such Borrowing to an amount less than the Minimum Borrowing Amount, such
Borrowing shall immediately be converted into Base Rate Loans. All prepayments
shall include payment of accrued interest on the principal amount so prepaid,
shall be applied to the payment of interest before application to principal and
shall include amounts payable, if any, under Section 3.5.

                  (b) Payments. All regular installment payments of principal on
the Term Loans shall be applied (i) first to the payment of Base Rate Loans and
second to the payment of Eurodollar Loans and (ii) with respect to Eurodollar
Loans, in such order as Borrowers shall request (and in the absence of such
request, as Agent shall determine). All payments shall include payment of
accrued interest on the principal amount so paid, shall be applied to the
payment of interest before application to principal and shall include amounts
payable, if any, under Section 3.5.

                  (c) Term B Call Protection. Notwithstanding anything to the
contrary herein, in the event that any payment is received in respect of Term B
Loans prior to December 15, 2001 pursuant to Section 4.3 or 4.4(h), such
repayment shall be made at 101% of the principal amount




                                       71

<PAGE>   73


of the Term B Loans repaid and repayment of other Loans, if any, shall be
adjusted accordingly to allow such repayment.

                  (d) Waiver of Certain Prepayments by Term B Lenders.
Notwithstanding anything to the contrary contained in this Section 4.5 or
elsewhere in this Agreement (including, without limitation, in Section 12.1),
with respect to the amount of any prepayment described in Sections 4.3, 4.4(d),
(e), (f) and (g) that is allocated to the then outstanding Term B Loans (such
amounts, the "Waivable Prepayment"), Borrowers shall, not less than 3 nor more
than 20 Business Days prior to the date specified therein for such prepayment
(the "Mandatory Prepayment Date"), provide to each Term B Lender a written
notice (each, a "Prepayment Option Notice"), which shall refer to this Section
4.5(d) and shall (i) set forth the Waivable Prepayment and the portion thereof
that the applicable Term B Lender (each, a "Prepayment Lender") will be entitled
to receive if it accepts such mandatory prepayment in accordance with this
clause (i), (ii) request such Prepayment Lender to notify Agent in writing no
later than the Business Day prior to the Mandatory Prepayment Date of such
Prepayment Lender's acceptance or rejection (in each case, in whole and not in
part) of its share of the Waivable Prepayment and (iii) inform such Prepayment
Lender that failure by such Prepayment Lender to reject in writing its share of
the Prepayment Amount on or before the Business Day prior to the Mandatory
Prepayment Date shall be deemed an acceptance of such amount. Each Prepayment
Option Notice shall be given by telecopy, confirmed by hand delivery, overnight
courier service or registered or certified mail, in each case addressed as
provided in Section 12.3. On the Mandatory Prepayment Date, Borrowers shall
apply the aggregate amount necessary to prepay that portion of the Prepayment
Amount in respect of which such Prepayment Lenders have accepted prepayment as
described above (such Prepayment Lenders, the "Accepting Lenders") with the
remainder of the Waivable Prepayment applied to the Term A Loans and Acquisition
Term Loans in accordance with Section 4.5(a), as if all Term B Loans had been
paid in full.

                  Section 4.6.  Method and Place of Payment.

                  (a) Except as otherwise specifically provided herein, all
payments under this Agreement shall be made to Agent, for the ratable account of
the Lenders entitled thereto, not later than 1:00 P.M. (New York City time) on
the date when due and shall be made in immediately available funds in lawful
money of the United States of America and in each case to the account specified
therefor for Agent or if no account has been so specified at the Payment Office,
it being understood that with respect to payments in Dollars, written telex or
telecopy notice by Borrowers to Agent to make a payment from the funds in
Borrowers' account at the Payment Office shall constitute the making of such
payment to the extent of such funds held in such account. Agent will thereafter
cause to be distributed on the same day (if payment was actually received by
Agent prior to 1:00 P.M. (New York City time) on such day) like funds relating
to the payment of principal or interest or fees ratably to the Lenders entitled
to receive any such payment in accordance with the terms of this Agreement. If
and to the extent that any such distribution shall not be so made by Agent in
full on the same day (if payment was actually received by Agent prior to 1:00
P.M. (New York City time) on such day), Agent shall pay to each Lender its
ratable amount thereof and each such Lender shall be entitled to receive from
Agent, upon demand, interest on such amount at the overnight Federal Funds Rate
for each day from the date such amount is paid to Agent until the date Agent
pays such amount to such Lender.



                                       72



<PAGE>   74


                  (b) Any payments under this Agreement which are made by
Borrowers later than 1:00 P.M. (New York City time) shall, for the purpose of
calculation of interest, be deemed to have been made on the next succeeding
Business Day. Whenever any payment to be made hereunder shall be stated to be
due on a day which is not a Business Day, the due date thereof shall be extended
to the next succeeding Business Day and, with respect to payments of principal,
interest shall be payable during such extension at the applicable rate in effect
immediately prior to such extension, except that with respect to Eurodollar
Loans, if such next succeeding Business Day is not in the same month as the date
on which such payment would otherwise be due hereunder or under any Note, the
due date with respect thereto shall be the next preceding applicable Business
Day.

                  Section 4.7.  Net Payments.

                  (a) All payments made by or on behalf of Borrowers hereunder
or under any Loan Document will be made without setoff, counterclaim or other
defense. Except as provided in Section 4.7(d), all payments hereunder and under
any of the Loan Documents (including, without limitation, payments on account of
principal and interest and fees) shall be made by or on behalf of Borrowers free
and clear of and without withholding for or on account of any present or future
tax, duty, levy, impost, assessment or other charge of whatever nature now or
hereafter imposed by any Governmental Authority, but excluding therefrom (i) a
tax imposed on the overall net income (including a franchise tax based on net
income) of the lending office of the Lender in respect of which the payment is
made by the jurisdiction in which the Lender is incorporated or organized or the
jurisdiction (or political subdivision or taxing authority thereof) in which its
lending office is located, (ii) in the case of any Lender that is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) and
that does not comply with Section 4.7(d), any taxes imposed by the United States
by means of withholding at the source unless such withholding results from a
change in applicable law, treaty or regulations or the interpretation or
administration thereof (including, without limitation, any guideline or policy
not having the force of law) by any authority charged with the administration
thereof subsequent to the date such Lender becomes a Lender with respect to the
Loan or portion thereof affected by such change and (iii) any tax imposed on or
measured by the overall net income (including a franchise tax based on net
income, but excluding any taxes imposed by the United States by means of
withholding at the source) of a Lender or an office or branch thereof by the
United States of America or any political subdivision or taxing authority
thereof or therein (such tax or taxes, other than excluded tax or taxes, being
herein referred to as "Tax" or "Taxes"). If Borrowers are required by law to
make any deduction or withholding of any Taxes from any payment due hereunder or
under any of the Loan Documents, then the amount payable will be increased to
such amount which, after deduction from such increased amount of all such Taxes
required to be withheld or deducted therefrom, will not be less than the amount
due and payable hereunder had no such deduction or withholding been required.

                  (b) If Borrowers make any payment hereunder or under any of
the Loan Documents in respect of which it is required by law to make any
deduction or withholding of any Taxes, it shall pay the full amount to be
deducted or withheld to the relevant taxation or other authority within the time
allowed for such payment under applicable law and shall deliver to the Lenders
within 30 days after it has made such payment to the applicable authority a
receipt


                                       73


<PAGE>   75



issued by such authority evidencing the payment to such authority of all amounts
so required to be deducted or withheld from such payment.

                  (c) Without prejudice to the provisions of Section 4.7(a), if
any Lender, or Agent on its behalf, is required by law to make any payment on
account of Taxes on or in relation to any such received or receivable tax
hereunder or under any of the Loan Documents by such Lender, or Agent on its
behalf, or any liability for Tax in respect to any such payment is imposed,
levied or assessed against any Lender or Agent on its behalf, Borrowers (on a
joint and several basis) will promptly indemnify such person against such Tax
payment or liability, together with any interest, penalties and expenses
(including counsel fees and expenses) payable or incurred in connection
therewith, including any tax of any Lender arising by virtue of payments under
this Section 4.7(c), computed in a manner consistent with this Section 4.7(c). A
certificate (showing in reasonable detail the basis for such calculation) as to
the amount of such payment by such Lender, or Agent on its behalf, absent
manifest error, shall be final, conclusive and binding upon all parties hereto
for all purposes.

                  (d) Each Lender that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) agrees to deliver to
Borrowers and Agent on or prior to the Initial Borrowing Date, or in the case of
a Lender that is an Assignee of an interest under this Agreement pursuant to
Section 3.7 or 12.8 (unless the respective Lender was already a Lender hereunder
immediately prior to such assignment), on the date of such assignment to such
Lender, together with any other certificate or statement of exemption required
under the Code to establish that such Lender is not subject to deduction or
withholding of United States federal income tax with respect to any payments to
such Lender, (i) two accurate and complete original signed copies of IRS Form
4224 or 1001 (or successor forms) certifying to such Lender's entitlement to a
complete exemption from United States withholding tax with respect to payments
to be made under this Agreement and under any Note, or (ii) if the Lender is not
a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (x) a
certificate substantially in the form of Exhibit 4.7(d) (any such certificate, a
"Section 4.7(d)(ii) Certificate") and (y) two accurate and complete original
signed copies of IRS Form W-8 (or successor form) (including Form W-8BEN
(Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding) and Form W-8ECI (Certificate of Foreign Person's Claim for
Exemption From Withholding On Income Effectively Connected with the Conduct of a
Trade or Business in the United States)) certifying to such Lender's entitlement
to a complete exemption from United States withholding tax with respect to
payments of interest to be made under this Agreement and under any Note. In
addition, each Lender agrees that from time to time after the Initial Borrowing
Date, when a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, it will deliver to
Borrowers and Agent two new accurate and complete original signed copies of IRS
Form 4224 or 1001, or Form W-8 and a Section 4.7(d)(ii) Certificate, as the case
may be, and such other forms as may be required in order to confirm or establish
the entitlement of such Lender to a continued exemption from or reduction in
United States withholding Tax with respect to payments under this Agreement and
any Note, or it shall immediately notify Borrowers and Agent of its inability to
deliver any such form or certificate. Notwithstanding anything to the contrary
contained in Section 4.7(a), but subject to Section 12.8(c) and the immediately
succeeding sentence, (x) Borrowers shall be entitled, to the extent they are
required to do so by law, to deduct or withhold income or similar Taxes imposed
by the United States (or any political subdivision or taxing authority thereof
or therein) from interest,




                                       74

<PAGE>   76




fees or other amounts payable hereunder for the account of any Lender which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for United States Federal income tax purposes to the extent that such
Lender has not provided to Borrowers IRS Forms that establish a complete
exemption from such deduction or withholding and (y) Borrowers shall be
obligated pursuant to Section 4.7(a) hereof to gross-up payments to be made to a
Lender in respect of income or similar Taxes imposed by the United States unless
(I) upon timely notice from the Borrowers, such Lender has not provided to
Borrowers the IRS Forms required to be provided to Borrowers pursuant to this
Section 4.7(d), or (II) in the case of a payment, other than interest, to a
Lender described in clause (ii) above, to the extent that such IRS Forms do not
establish a complete exemption from withholding of such Taxes. Notwithstanding
anything to the contrary contained in the preceding sentence or elsewhere in
this Section 4.7 and except as set forth in Section 12.8(c), Borrowers agree to
jointly and severally pay additional amounts and to indemnify each Lender in the
manner set forth in Section 4.7(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any amounts
deducted or withheld by it as described in the immediately preceding sentence as
a result of any changes after the Initial Borrowing Date in any applicable law,
treaty, governmental rule, regulation, guideline or order, or in the
interpretation thereof, relating to the deducting or withholding of income or
similar Taxes.

                  (e) Each Lender agrees that, as promptly as practicable after
it becomes aware of the occurrence of any event or the existence of any
condition that would cause Borrowers to make a payment in respect of any Taxes
to such Lender pursuant to Section 4.7(a) or a payment in indemnification for
any Taxes pursuant to Section 4.7(c), it will use reasonable efforts to make,
fund or maintain the Loan (or portion thereof) of such Lender with respect to
which the aforementioned payment is or would be made through another lending
office of such Lender if as a result thereof the additional amounts which would
otherwise be required to be paid by Borrowers in respect of such Loans (or
portions thereof) or participation in Letters of Credit pursuant to Section
4.7(a) or Section 4.7(c) would be materially reduced, and if, in the judgment of
such Lender, the making, funding or maintaining of such Loans or participation
in Letters of Credit (or portions thereof) through such other lending office
would not be otherwise disadvantageous to such Lender. Borrowers agree to
jointly and severally pay all reasonable expenses incurred by any Lender in
utilizing another lending office of such Lender pursuant to this Section 4.7(e).

                  (f) If Borrowers shall pay any Taxes pursuant to this Section
4.7 and any Lender at any time thereafter receives a refund of tax or credit
against its tax liabilities on account of such payment of Taxes, then such
Lender shall promptly pay to Borrowers the amount of such refund or credit.

                                   ARTICLE V
                              CONDITIONS OF CREDIT

                  Section 5.1. Conditions Precedent to the Initial Borrowing.
The obligation of the Lenders to make the Initial Loans and the obligation of
the Facing Agent to issue and the Lenders to participate in Letters of Credit
and Rollover Letters of Credit under this Agreement shall be subject to the
fulfillment, at or prior to the Initial Borrowing Date, of each of the following
conditions:






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<PAGE>   77



          (a) Credit Agreement and Notes. Holdings and Borrowers shall have duly
executed and delivered to Agent, with a signed counterpart for each Lender, this
Agreement (including all schedules, exhibits, certificates, opinions and
financial statements delivered pursuant hereto), the Notes payable to the order
of each applicable Lender in the amount of their respective Commitments all of
which shall be in full force and effect;

          (b) Security Agreement. Each Credit Party shall have duly authorized,
executed and delivered a Security Agreement substantially in the form of Exhibit
5.1(b) hereto (as amended, restated, supplemented or otherwise modified from
time to time, the "Security Agreement") together with:

          (i) proper financing statements (Form UCC-1 or such other financial
     statements or similar notices as shall be required by local law) fully
     executed for filing under the UCC or other appropriate filing offices of
     each jurisdiction as may be necessary or, in the reasonable opinion of
     Agent, desirable to perfect the security interests purported to be created
     by the Security Agreement;

          (ii) certified copies of Requests for Information or Copies (Form
     UCC-1), or equivalent reports, listing all effective financing statements
     or similar notices that name Borrowers or their Subsidiaries (by its actual
     name or any trade name, fictitious name or similar name), or any division
     or other operating unit thereof, as debtor and that are filed in the
     jurisdiction referred to in said clause (i), together with copies of such
     other financing statements (none of which shall cover the Collateral except
     to the extent evidencing Permitted Liens or for which Agent shall have
     received termination statements (Form UCC-3 or such other termination
     statements as shall be required by local law) fully executed for filing);

          (iii) evidence of the completion of all other recordings and filings
     of, or with respect to, the Security Agreement and all other actions as may
     be necessary or, in the reasonable opinion of Agent, desirable to perfect
     the security interests intended to be created by the Security Agreement;

          (iv) an executed Landlord Consent from each lessor of any material
     leased facility of any Borrower or any Subsidiary of any Borrower at which
     any Collateral may be located (provided that to the extent any such
     Landlord Consent has not been delivered on the Closing Date, Borrowers
     shall use their reasonable best efforts to cause such Landlord Consents to
     be executed and delivered within ninety (90) days following the Closing
     Date);

          (v) a duly authorized, executed and delivered Perfection Certificate
     substantively in the form of Exhibit 5.1(b)(v) hereto properly completed by
     each Credit Party (each, a "Perfection Certificate" and collectively, the
     "Perfection Certificates"); and

          (vi) evidence that all other actions necessary, or in the reasonable
     opinion of Agent, reasonably desirable to perfect the security interests
     purported to be taken by the Security Agreement have been taken;




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<PAGE>   78




          (c) Pledge Agreement. Each Credit Party shall have duly authorized,
executed and delivered the Pledge Agreement substantially in the form of Exhibit
5.1(c) hereto (as amended, restated, supplemented or otherwise modified from
time to time, the "Pledge Agreement") and shall have delivered to Agent, as
Pledgee, all the Pledged Securities referred to therein then owned, if any, by
such Credit Party, (x) endorsed in blank in the case of promissory notes
constituting Pledged Securities and (y) together with executed and undated stock
powers, in the case of capital stock constituting Pledged Securities, or other
transfer assignment instruments in form and substance satisfactory to Agent, in
the case of membership interests constituting Pledged Securities and (z) the
Pledge Agreement and such other documents shall be in full force and effect, and
each Credit Party which is a limited liability company shall have certificated
all existing membership interests and delivered to Agent, as Pledgee, such
pledged certificates as Pledged Securities;

          (d) Control Agreement. Each Credit Party which is a limited liability
company and each member thereof shall have duly authorized, executed and
delivered the Control Agreement substantively in the form of Exhibit 5.1(d)
hereto (as amended, restated, supplemented or otherwise modified from time to
time, the "Control Agreement");

          (e) Guaranties. Holdings and LISN Holdings shall have duly authorized,
executed and delivered the Guaranty substantially in the form of Exhibit
5.1(e)(1) herewith (as amended, restated, supplemented or otherwise modified
from time to time, the "Holdings Guaranty") and each Subsidiary Guarantor shall
have duly authorized, executed and delivered the Guaranty substantially in the
form of Exhibit 5.1(e)(2) (as amended, restated, supplemented or otherwise
modified from time to time, the "Subsidiary Guaranty");

          (f) Collateral Assignment of Leases. Each Credit Party which has
entered into a lease agreement with respect to any real property leased by
Holdings or any of its Subsidiaries (as a lessee) shall have duly authorized,
executed and delivered the Collateral Assignment of Leases substantially in the
form of Exhibit 5.1(f) hereto (as amended, restated, supplemented or otherwise
modified from time to time, the "Collateral Assignment of Leases");

          (g) Mortgages; Title Insurance; Surveys. Collateral Agent shall have
received:

          (i) fully executed counterparts of deeds of trust, mortgages and
     similar documents in each case in form and substance reasonably
     satisfactory to Agent (as modified, supplemented or amended from time to
     time in accordance with the terms thereof and hereof, each a "Mortgage" and
     collectively, the "Mortgages"), which Mortgages shall cover such of the
     Real Property owned by Borrower or any Subsidiary as shall be listed on
     Schedule 6.11(c) (each a "Mortgaged Property" and collectively, the
     "Mortgaged Properties"), together with evidence that counterparts of the
     Mortgages have been delivered to the title insurance company insuring the
     Lien of the Mortgages for recording in all places to the extent necessary
     or desirable, in the judgment of Collateral Agent, to create a valid and
     enforceable first priority Lien, subject only to Permitted Liens, on each
     Mortgaged Property in favor of Collateral Agent (or such other trustee as
     may be required or desired under local law) for the benefit of the Secured
     Creditors;



                                       77

<PAGE>   79


          (ii) mortgagee title insurance polices issued by Chicago Title
     Insurance Company or title insurers satisfactory to Collateral Agent (the
     "Mortgage Policies") in amounts reasonably satisfactory to Agent and the
     Required Lenders insuring Collateral Agent that the Mortgages are valid and
     enforceable first priority mortgage Liens on the respective Mortgaged
     Properties, free and clear of all defects and encumbrances other than
     Permitted Liens, and the Mortgage Policies shall be in form and substance
     reasonably satisfactory to Agent and the Required Lenders and (a) shall
     include, as appropriate and to the extent reasonably available, an
     endorsement for future advances under this Agreement and the Notes and for
     any other matter that Agent in its discretion may reasonably request, (b)
     shall not include an exception for mechanics' liens, and (c) shall provide
     for affirmative insurance and such reinsurance (including direct access
     agreements) as Agent in its discretion may reasonably request;

          (iii) a survey, in form and substance satisfactory to Collateral Agent
     and the title insurance company, of each Mortgaged Property, dated a recent
     date acceptable to Collateral Agent, certified in a manner satisfactory to
     Collateral Agent by a licensed professional surveyor reasonably
     satisfactory to Collateral Agent and the title insurance company (provided
     that to the extent any such survey has not been delivered on the Closing
     Date, Borrowers shall cause such surveys to be delivered within thirty (30)
     days following the Closing Date); and

          (iv) such estoppel letters, landlord waiver letters, non-disturbance
     letters and similar assurances as may be reasonably requested by Collateral
     Agent, which letters and assurances shall be in form and substance
     reasonably satisfactory to Collateral Agent;

          (h) Opinions of Counsel. Agent shall have received from (i) Kirkland &
Ellis, special counsel to the Credit Parties, an opinion addressed to Agent and
each of the Lenders and dated the Closing Date, which shall be in form and
substance reasonably satisfactory to Agent and which shall cover such customary
matters incident to the transactions contemplated herein as Agent or the
Required Lenders may reasonably request and (ii) opinions of local counsel to
the Credit Parties from the States of Florida, Ohio and Missouri from counsel
reasonably satisfactory to Agent dated the Closing Date, each of which shall be
in form and substance reasonably satisfactory to Agent, which opinions shall
cover such customary matters incident to the transactions contemplated herein
and in the other Loans Documents as Agent or the Required Lenders may reasonably
request; and (ii) confirmation from each counsel delivering a legal opinion in
connection with any portion of the Transactions (including, without limitation,
Kirkland & Ellis) that Agent and Lenders are entitled to rely upon their
respective opinions delivered pursuant to the Transactions;

          (i) Officer's Certificate. Agent shall have received, with a signed
counterpart for each Lender, a certificate executed by a Responsible Officer on
behalf of Borrowers, dated the date of this Agreement and substantially in the
form of Exhibit 5.1(i) hereto, stating that the representations and warranties
set forth in Article VI hereof are true and correct in all material respects as
of the date of the certificate except to the extent such representations and
warranties are expressly made as of a specified date in which event such
representations and warranties were true and correct in all material respects as
of such specified date, that no Event of Default or Unmatured Event of Default
has occurred and is continuing, that the conditions of Section 5.1


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<PAGE>   80


hereof have been fully satisfied (except that no opinion need be expressed as to
the Agent's or Required Lenders' satisfaction with any document, instrument or
other matter) and that to the best of Borrowers' knowledge, no Liens (except for
Permitted Liens) have been placed against the Collateral since the respective
dates of the searches of financing statements filed under the Uniform Commercial
Code and delivered pursuant to this Section 5.1;

          (j) Secretary's Certificate. On the Closing Date, the Agent shall have
received from each Credit Party a certificate, dated the Closing Date, signed by
the secretary or any assistant secretary of such Credit Party, substantially in
the form of Exhibit 5.1(j) with appropriate insertions, as to the incumbency and
signature of the officers of each such Credit Party executing any Document (in
form and substance satisfactory to Agent) and any certificate or other document
or instrument to be delivered pursuant hereto or thereto by or on behalf of such
Credit Party, together with evidence of the incumbency of such Secretary or
Assistant Secretary, and certifying as true and correct, attach copies of the
Articles or Certificate of Incorporation and By-Laws (or other Organizational
Documents) of such Credit Party and the resolutions of such Credit Party
referred to in such certificate and all of the foregoing (including each such
Articles or Certificate of Incorporation and By-Laws (or other Organizational
Documents)) shall be reasonably satisfactory to Agent or the Required Lenders;

          (k) Good Standing. A good standing certificate or certificate of
status of each Credit Party from the Secretary of State (or other governmental
authority) of its state of organization and such other states as shall be
reasonably requested by Agent.

          (l) Employee Benefit Plans; Shareholders' Agreements; Collective
Bargaining
Agreements; Tax Sharing Agreements; Debt Agreements. On the Initial Borrowing
Date, there shall have been delivered to Agent true and correct copies,
certified as true and complete by an appropriate officer of Borrowers on behalf
of Borrowers, of:

          (i) all employee benefit plans (other than multiemployer plans as
     defined in Section 4001(a)(3) of ERISA), or any other similar plans or
     arrangements for the benefit of employees of Holdings or any of its
     Subsidiaries and any profit sharing plans and deferred compensation plans
     of Holdings or any of its Subsidiaries (collectively, the "Employee Benefit
     Plans");

          (ii) all agreements entered into by Holdings or any of its
     Subsidiaries governing the terms and relative rights of its capital stock
     and any agreements entered into by shareholders relating to Holdings or any
     of its Subsidiaries with respect to their capital stock (collectively, the
     "Shareholder Agreements");

          (iii) all agreements with members of, or with respect to the,
     management of Holdings or any of its Subsidiaries other than Employment
     Agreements (collectively, the "Management Agreements");


          (iv) any employment agreements entered into by Holdings or any of its
     Subsidiaries (collectively, the "Employment Agreements");





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<PAGE>   81

          (v) all collective bargaining agreements applying or relating to any
     employee of Holdings or any of its Subsidiaries (collectively, the
     "Collective Bargaining Agreements");

          (vi) all agreements evidencing or relating to Indebtedness to Remain
     Outstanding of Holdings or any of its Subsidiaries and all agreements
     evidencing or relating to any Indebtedness of Holdings or any of its
     Subsidiaries which is to remain outstanding after giving effect to the
     incurrence of Loans on the Closing Date (collectively, the "Debt
     Agreements"); and

          (vii) all tax sharing, disaffiliation tax allocation and other similar
     agreements entered into by Holdings or any of its Subsidiaries
     (collectively, the "Tax Sharing Agreements");

all of which Employee Benefit Plans, Shareholders' Agreements, Management
Agreements, Employment Agreements, Collective Bargaining Agreements, Debt
Agreements and Tax Sharing Agreements shall be in form and substance reasonably
satisfactory to the Agent and the Required Lenders; and shall be in full force
and effect on the Initial Borrowing Date, except such agreements previously
identified to Agent and the Required Lenders which will be terminated in
connection with the consummation of this transaction;

          (m) Adverse Change. On or prior to the Closing Date, nothing shall
have occurred (and neither Agent nor Lenders shall have become aware of any
facts or conditions not previously known) which Agent or the Required Lenders
shall reasonably determine has or is reasonably likely to have a material
adverse effect on the rights or remedies of the Lenders or the Agent, or on the
ability of Holdings and its Subsidiaries, taken as a whole (immediately after
giving effect to the Transactions), to perform their obligations to the Lenders
or which is reasonably likely to constitute or give rise to any material adverse
condition or material adverse change in or affecting the business, assets,
liabilities, results of operations or financial condition of Holdings and its
Subsidiaries taken as a whole (after giving effect to the Transactions);

          (n) Approvals. All necessary governmental (domestic and foreign) and
third party approvals and/or consents in connection with the Transactions and
otherwise referred to herein or therein shall have been obtained and remain in
effect, and all applicable waiting periods shall have expired without any action
being taken by any competent authority which restrains, prevents or imposes
materially adverse conditions upon the consummation of, including, without
limitation, all filings required to be made and any approval required to be
received (including any action required to be taken as a condition thereto)
pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended. Additionally, there shall not exist any judgment, order, injunction or
other restraint prohibiting or imposing material adverse conditions upon the
Transactions, or the making of the Loans or the issuance of the Letters of
Credit or Rollover Letters of Credit or the other transactions contemplated
hereby;

          (o) Litigation. No litigation by any entity (private or governmental)
shall be pending or threatened with respect to (i) this Agreement or any other
Loan Document, (ii) any other Document or any documentation executed in
connection herewith or the transactions contemplated hereby (including, without
limitation, the Transactions), or (iii) Holdings or any of

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<PAGE>   82


its Subsidiaries which, in the case of any litigation described in this clause
(iii), Agent or the Required Lenders shall reasonably determine is reasonably
likely to have a Material Adverse Effect;

          (p) Fees. Borrowers shall have paid all reasonable costs, fees and
expenses (including, without limitation, reasonable legal fees and expenses of
Winston & Strawn and the costs, fees and expenses referred to in Section 12.4)
payable to Agent to the extent then due;

          (q) Insurance. On or prior to the Closing Date, Agent shall have
received evidence of insurance complying with the requirements of Section 7.8
for the business and properties of Borrowers and their Subsidiaries, in scope,
form and substance reasonably satisfactory to Agent and the Required Lenders and
naming the Collateral Agent as an additional insured, mortgagee and/or loss
payee, and stating that such insurance shall not be cancelled or revised without
30 days' prior written notice by the insurer to the Collateral Agent.

          (r) Appointment of Agent. Agent shall have received a letter from CT
Corporation System, presently located at 111 Eighth Avenue, New York, New York
10011, substantially in the form of Exhibit 5.1(r) hereto, indicating its
consent to its appointment by the Credit Parties as their agent to receive
service of process as specified in Section 12.9 of this Agreement;

          (s) Pro Forma Balance Sheet. Agent shall have received the Pro Forma
Balance Sheet prepared in accordance with GAAP in form and substance reasonably
satisfactory to Agent and the Required Lenders;

          (t) Termination of Existing Credit Agreements.

          (i) On or prior to the Closing Date, the total commitments under each
     of the Existing Credit Agreements shall have been terminated, all loans
     thereunder shall have been repaid in full, together with interest thereon,
     and all other amounts other than contingent and indemnification
     obligations) owing pursuant to the Existing Credit Agreements shall have
     been repaid in full and the Existing Credit Agreements shall have been
     terminated on terms and conditions reasonably satisfactory to Agent and the
     Required Lenders and be of no further force or effect. On the Closing Date,
     (x) the termination of the Existing Credit Agreements shall be reasonably
     satisfactory to Agent and the Required Lenders and all such conditions
     shall have been satisfied to the reasonable satisfaction of Agent and the
     Required Lenders or waived with the consent of Agent and the Required
     Lenders and (y) evidence in form, scope and substance reasonably
     satisfactory to Agent and the Required Lenders that the matters set forth
     in this Section 5.1(t) have been satisfied on such date;

          (ii) The creditors under the Existing Credit Agreements shall have
     terminated and released all security interests and Liens on the assets
     owned by the Credit Parties. Agent shall have received (or arrangements
     have been made for the delivery thereof which are reasonably satisfactory
     to Agent) such releases of security interest in and Liens on the assets
     owned by the Credit Parties as may have been requested by Agent or the
     Required Lenders, which releases shall be in form and substance reasonably
     satisfactory to Agent and the Required Lenders. Without limiting the
     foregoing, there shall have been delivered (or arrangements have been made
     for the delivery thereof which are reasonably satisfactory


                                       81

<PAGE>   83


     to Agent) proper termination statements (Form UCC-3 or the appropriate
     equivalent) for filing under the UCC of each jurisdiction where a financing
     statement (Form UCC-1 or the appropriate equivalent) was filed with respect
     to any Credit Party in connection with the security interests created with
     respect to any Existing Credit Agreement and the documentation related
     thereto all collateral owned by the Credit Parties in possession of any
     other agent, collateral agent or trustee for the creditors under any
     Existing Credit Agreement or any financial institution party to any
     Existing Credit Agreement or any related agreement;

          (u) Existing Indebtedness and Preferred Stock. On the Closing Date and
after giving effect to the Transactions and the other transactions contemplated
hereby, the Credit Parties shall not have any Indebtedness outstanding except
for the Loans, the Junior Subordinated Notes, the Bridge Loan Agreement, the
Holdings Preferred Stock and the Indebtedness to Remain Outstanding. The
aggregate principal amount of the Indebtedness to Remain Outstanding shall not
exceed $3,200,000 and the Indebtedness to Remain Outstanding shall not be
incurred in connection with, or in contemplation of, the Transactions and the
terms and conditions of the Indebtedness to Remain Outstanding shall be
reasonably satisfactory to Agent and the Required Lenders;

          (v) Tax and Accounting Aspects of Transactions/Capital Structure.
Agent and the Required Lenders shall be reasonably satisfied with all tax and
accounting matters relating to the Transactions. On the Closing Date, the
ownership and capital structure (including without limitation, the terms of any
capital stock, options, warrants or other securities issued by Holdings, any
Borrower or any of their Subsidiaries) and management of Holdings, Borrowers and
their Subsidiaries shall be in form and substance reasonably satisfactory to the
Agent and the Required Lenders;

          (w) Consummation of the Reorganization.

          (i) On or prior to the Closing Date, each of the Reorganization
     Documents shall have been duly authorized, executed and delivered by each
     of the respective parties thereto and shall be in full force and effect and
     shall not have been amended or modified except for immaterial amendments
     and modifications and material amendments and modifications, if any, as may
     be reasonably satisfactory to the Agent and the Required Lenders; provided
     that Borrowers shall promptly provide notice of any such material
     amendments and the substance thereof to Agent. All material conditions
     precedent to the consummation of the Reorganization as set forth in the
     Reorganization Documents shall have been satisfied and not waived except
     with the consent of Agent and the Required Lenders, to the reasonable
     satisfaction of Agent. The Reorganization shall have been, or shall be,
     consummated contemporaneously herewith, in all material respects, in
     accordance with the Reorganization Documents and all applicable law;

          (ii) Simultaneously with the consummation of the transactions
     contemplated by this Agreement, on the Closing Date, LISN Holdings shall
     have received cash in the amount of approximately $112,300,000 from WSP
     Entities as consideration for the

                                       82

<PAGE>   84

     issuance of the New LISN Notes, which New LISN Notes shall have been
     exchanged for Holdings Common Stock, Holdings Preferred Stock and Junior
     Subordinated Notes to such WSP Entities pursuant to the Note Exchange
     Agreement (the "WSP Financing"). The structure and all terms of, and all
     documentation for, the WSP Financing shall be reasonably satisfactory in
     form and substance to Agent. On or prior to the Closing Date, Holdings
     shall have applied or caused to be applied the total aggregate amount of
     cash received by it as described in the second immediately preceding
     sentence to the payment of amounts owing in connection with the
     Reorganization;

          (iii) Simultaneously with the consummation of the transactions
     contemplated by this Agreement, on the Closing Date, Holdings shall have
     acquired not less than 90% (on a fully-diluted basis) of the Capital Stock
     of LISN Holdings and all of the LISN Junior Notes from the LISN Investors
     having an aggregate value of at least $166,900,000 pursuant to the LISN
     Equity Rollover. The structure and all terms of, and all documentation for,
     the LISN Equity Rollover shall be reasonably satisfactory in form and
     substance to Agent;

          (iv) Simultaneously with the consummation of the transactions
     contemplated by this Agreement, on the Closing Date, the Orius Investors
     shall have rolled over into Holdings not less than 50% of the aggregate
     equity interests in Holdings owned by them with an aggregate value of at
     least $91,200,000 (the "Orius Equity Rollover"). The structure and all
     terms of, and all documentation for, the Orius Equity Rollover shall be
     reasonably satisfactory in form and substance to Agent;

          (v) Simultaneously with the consummation of the transactions
     contemplated by this Agreement, on the Closing Date, Holdings, LISN
     Holdings, and/or the Borrowers shall have used all cash proceeds described
     in preceding clause (ii) and the aggregate principal amount of the loans
     under the Bridge Loan Agreement to make payments owing in connection with
     the Transactions before utilizing any proceeds of Loans for such purpose
     (it being understood and agreed, however, that to the extent required under
     the Put and Call Agreements, Borrowers may use proceeds of Rollover Letters
     of Credit issued pursuant to this Agreement to redeem equity interests in
     Holdings held by the Orius Investors and/or the LISN Investors as part of
     the Transactions; provided that all cash proceeds received from the
     financing described in preceding clause (ii) and the aggregate principal
     amount of the loans under the Bridge Loan Agreement shall concurrently with
     the receipt of such funds and the incurrence of the Loans on the Closing
     Date be utilized in full to make other payments owing in connection with
     the Transactions). The cash proceeds received on or prior to the Closing
     Date as described in preceding clause (ii), when added to (i) the aggregate
     principal amount of Term Loans, (ii) the aggregate principal amount of the
     loans under the Bridge Loan Agreement, and (iii) available cash on hand
     shall be sufficient to effect the Transactions and to pay all fees and
     expenses in connection therewith (excluding fees and expenses in connection
     with the issuance of the Senior Subordinated Notes) (which fees and
     expenses shall not in the aggregate exceed $16,000,000); and

          (vi) After giving effect to the Transactions, the stockholders of
     Holdings shall hold Holdings Common Stock, Holdings Preferred Stock and
     Junior Subordinated Notes



                                       83
<PAGE>   85


     on an approximately 9%-53%-38% basis and there
     shall be no more than $139,100,000 in aggregate principal amount of Junior
     Subordinated Notes outstanding.

          (x) Junior Subordinated Documents. Simultaneously with the
consummation of the transactions contemplated by this Agreement, on the Closing
Date the Junior Subordinated Notes shall have been issued pursuant to the terms
of the Reorganization Documents, and Agent shall have received certified copies
of the fully executed Junior Subordinated Documents which shall be in form and
substance reasonably satisfactory to the Agent and its counsel;

          (y) Bridge Loan Financing. Simultaneously with the consummation of the
transactions contemplated by this Agreement, on the Closing Date, Borrowers
shall have received not less than $100,000,000 in cash proceeds from the loans
under the Bridge Loan Agreement, which agreement and all other Bridge Loan
Documents shall be on terms and conditions and in form and substance reasonably
satisfactory to Agent and the Required Lenders. The Bridge Loan Agreement shall
be unsecured;

          (z) Notice of Borrowing. A duly executed Notice of Borrowing with
respect to initial advance of Loans to be made on the Closing Date;

          (aa) Solvency Certificate. On the Closing Date, Agent shall have
received a solvency certificate duly executed on behalf of Borrowers by the
Chief Financial Officer of Borrowers in the form of Exhibit 5.1(aa) hereto;

          (bb) Employment Agreements. On the Closing Date, Holdings and/or
Borrowers shall have entered into employment agreements and non-compete
agreements on terms and conditions acceptable to Agent with certain managers of
Holdings and Borrowers as Holdings and Agent shall reasonably deem appropriate;
and

          (cc) Other Matters. All corporate and other proceedings taken in
connection with the Transactions at or prior to the date of this Agreement, and
all documents incident thereto will be reasonably satisfactory in form and
substance to Agent; and Agent shall have received such other instruments and
documents as Agent shall reasonably request in connection with the execution of
this Agreement, and all such instruments and documents shall be reasonably
satisfactory in form and substance to Agent.

          Section 5.2. Conditions Precedent to All Credit Events. The obligation
of each Lender to make Loans (including Loans made on the Initial Borrowing
Date) and the obligation of any Facing Agent to issue or any Lender to
participate in any Letter of Credit hereunder in each case shall be subject to
the fulfillment at or prior to the time of each such Credit Event of each of the
following conditions:

          (a) Representations and Warranties. The representations and warranties
contained in this Agreement and the other Loan Documents shall each be true and
correct in all material respects at and as of such time, as though made on and
as of such time except to the extent such representations and warranties are
expressly made as of a specified date in which event such representations and
warranties shall be true and correct in all material respects as of such
specified date.


                                       84



<PAGE>   86


          (b) No Default. No Event of Default or Unmatured Event of Default
shall have occurred and shall then be continuing on such date or will occur
after giving effect to such Credit Event.

          (c) Notice of Borrowing; Letter of Credit Request.

          (i) Prior to the making of each Loan, Agent shall have received a
     Notice of Borrowing meeting the requirements of Section 2.5.

          (ii) Prior to the issuance of each Letter of Credit, Agent and the
     respective Facing Agent shall have received a Letter of Credit Request
     meeting the requirements of Section 2.9(b).

          (d) Adverse Change. At the time of each such Credit Event and after
giving effect thereto, nothing shall have occurred (and the Lenders shall not
have become aware of any facts or conditions previously unknown) which has, or
is reasonably likely to have, a Material Adverse Effect.

          (e) Other Information. Agent shall have received such other
instruments, documents and opinions as it may reasonably request in connection
with such Credit Event, and all such instruments and documents shall be
reasonably satisfactory in form and substance to Agent.

          The acceptance of the benefits of each such Credit Event by Borrowers
shall be deemed to constitute a representation and warranty by them to the
effect of paragraphs (a), (b), (c) and (d) of this Section 5.2 (except that no
opinion need be expressed as to the Agent's or Required Lenders' satisfaction
with any document, instrument or other matter).

          Section 5.3. Conditions Precedent to All Acquisition Revolving Loan
Credit Events. The obligation of each Revolving Lender to make Acquisition
Revolving Loans shall be subject to the fulfillment at or prior to the time
(unless a later time may be specified below) of each such Credit Event of each
of the following conditions:

          (a) Additional Security Documents. Each Credit Party (including any
New Domestic Subsidiaries) shall have duly authorized executed and delivered to
Agent the Additional Security Documents, including, without limitation, any
additional Mortgages reasonably requested by Agent, together with (provided that
Agent may , in its discretion, accept delivery of any of the documents specified
in this clause (a) within thirty (30) days following the date of funding of such
Acquisition Revolving Loans to the extent any such document is not readily
available on such date):

          (i) proper financing statements (Form UCC-1 or such other financial
     statements or similar notices as shall be required by local law) fully
     executed for filing under the UCC or other appropriate filing offices of
     each jurisdiction as may be necessary or, in the reasonable opinion of
     Agent, desirable to perfect the security interests purported to be granted
     by the Additional Security Documents;


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<PAGE>   87


          (ii) certified copies of Requests for Information Copies (Form UCC-1)
     or equivalent reports, listing all effective financing statements or
     similar notices that name the acquired Person or business or, to the extent
     applicable, its Subsidiaries (by its actual name or, to the extent
     applicable, any trade name, fictitious name or similar name), or any
     division or other operating unit thereof (to the extent the same is being
     acquired), as debtor and that are filed in the jurisdiction referred to in
     clause (i), together with copies of such other financing statements (none
     of which shall cover the Additional Collateral except to the extent
     evidencing Permitted Liens or for which Agent shall have received
     termination statements (Form UCC-3 or such other termination statements as
     shall be required by local law) fully executed for filing);

          (iii) evidence of the completion of all other recordings and filings
     of, or with respect to, the Additional Security Documents and all other
     actions as may be necessary or, in the reasonable opinion of Agent,
     desirable to perfect the security interests intended to be created by the
     Additional Security Documents;

          (iv) with respect to each additional Mortgaged Property (A) such
     additional Mortgage Policies with respect to Additional Collateral and
     additional Mortgaged Property reasonably satisfactory to Agent insuring
     Collateral Agent that each additional Mortgage is a valid and enforceable
     first priority mortgage Lien, free and clear of all defects and
     encumbrances other than Permitted Liens, together with assurances
     satisfactory to Agent for the recordations of the additional Mortgages in
     the real estate records of all appropriate jurisdictions (B) surveys, in
     form and substance reasonably satisfactory to Collateral Agent and the
     title insurance company, of each additional Mortgaged Property, dated a
     recent date acceptable to Collateral Agent, by a licensed professional
     surveyor reasonably satisfactory to Collateral Agent and the title
     insurance company, and (C) such documentary, intangible or similar taxes
     with respect to the Additional Collateral and additional Mortgaged
     Property;

          (v) an executed Landlord Consent from each lessor of any material
     leased facility of any Credit Party (including any New Domestic Subsidiary)
     at which any Additional Collateral may be located (provided that to the
     extent any such Landlord Consent has not been delivered on the date of such
     Acquisition Revolving Loan, Borrowers shall use their reasonable best
     efforts to cause such Landlord Consents to be executed and delivered
     promptly following such date);

          (vi) a duly executed and delivered Perfection Certificate from each
     new Credit Party appropriately completed; and

          (vii) evidence that all other actions necessary, or in the reasonable
     opinion of Agent, desirable to perfect the security interests purported to
     be taken by the Additional Security Documents have been taken;

          (b) Opinions of Counsel. To the extent reasonably requested by Agent,
Agent shall have received from (i) special counsel to the Credit Parties, an
opinion addressed to Agent and each of the Lenders and dated the date of the
Acquisition Revolving Loan, which shall be in form and substance reasonably
satisfactory to Agent and which shall cover such matters incident




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<PAGE>   88


to the Permitted Acquisition and the Additional Security Documents as Agent may
reasonably request; (ii) customary opinions of local counsel to the Credit
Parties dated the date of the Acquisition Revolving Loan, each of which shall be
in form and substance reasonably acceptable to Agent, which opinions shall cover
such matters incident to the Additional Security Documents as Agent may
reasonably request and (iii) confirmation from counsel to the Target and from
special counsel to the Credit Parties that Agent and the Lenders are entitled to
rely upon their respective opinions, if any, delivered pursuant to the documents
governing the Permitted Acquisition;

          (c) Officer's Acquisition Certificate. Agent shall have received a
certificate executed by a Responsible Officer on behalf of Borrowers, dated the
date of the Acquisition Revolving Loan, certifying as to the matters set forth
in Section 8.4(k), in form and substance reasonably satisfactory to Agent;

          (d) Officer's Certificate. Agent shall have received a certificate
executed by a Responsible Officer on behalf of Borrowers, dated the date of the
Acquisition Revolving Loan, stating that the representations and warranties set
forth in Article VI hereof are true and correct as of the date of the
certificate except to the extent such representations and warranties are
expressly made as of a specified date in which event such representations and
warranties were true and correct in all material respects as of such specified
date, that no Event of Default or Unmatured Event of Default has occurred and is
continuing, that the conditions of Section 5.3 hereof have been fully satisfied
(except that no opinion need be expressed as to the Agent's or Required Lenders'
satisfaction with any document, instrument or other matter) and that to the best
knowledge of Borrowers, no Liens (except for Permitted Liens) have been placed
against the Additional Collateral since the respective dates of the searches of
financing statements filed under the Uniform Commercial Code and delivered
pursuant to this Section 5.3;

          (e) Secretary's Certificate. The Agent shall have received from each
New Domestic Subsidiary and each other Credit Party executing any Loan Document
in connection with a Permitted Acquisition a certificate, dated the date of the
Acquisition Revolving Loan, signed by the secretary or any assistant secretary
of such New Domestic Subsidiary or Credit Party on behalf of such New Domestic
Subsidiary or Credit Party, as to the incumbency and signature of the officers
of each such New Domestic Subsidiary or Credit Party executing any such Loan
Document (in form and substance reasonably satisfactory to Agent) and any
certificate or other document or instrument to be delivered pursuant hereto or
thereto by or on behalf of such New Domestic Subsidiary or Credit Party,
together with evidence of the incumbency of such Secretary or Assistant
Secretary, and certifying as true and correct, attach copies of the Articles or
Certificate of Incorporation and By-Laws (or other Organizational Documents) of
such New Domestic Subsidiary or Credit Party and the resolutions of such New
Domestic Subsidiary or Credit Party referred to in such certificate and all of
the foregoing (including each such Articles or Certificate of Incorporation and
By-Laws (or other Organizational Documents)) shall be reasonably satisfactory to
Agent;

          (f) Good Standing. A good standing certificate or certificate of
status of each New Domestic Subsidiary from the Secretary of State (or other
governmental authority) of its state of organization and such other states as
shall be reasonably requested by Agent.


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<PAGE>   89



          (g) Approvals. All necessary governmental (domestic and foreign) and
third party approvals in connection with the Permitted Acquisition and otherwise
referred to herein or therein shall have been obtained and remain in effect, and
all applicable waiting periods shall have expired without any action being taken
by any competent authority which restrains, prevents or imposes materially
adverse conditions upon the consummation of the Permitted Acquisition,
including, without limitation, all filings required to be made and any approval
required to be received (including any action required to be taken as a
condition thereto) pursuant to the Hart-Scott-Rodino Antitrust Improvement Act
of 1976, as amended. Additionally, there shall not exist any judgment, order,
injunction or other restraint prohibiting or imposing material adverse
conditions upon the Permitted Acquisition;

          (h) Environmental Review. Agent shall have received such reasonable
environmental site assessments with respect to the Real Property of Target as
shall be requested by the Agent. Agent shall be reasonably satisfied as to the
existing and potential liability of Holdings and its Subsidiaries with respect
to any environmental matters including compliance with all laws and regulations
relating to environmental protection;

          (i) Appointment of Agent. Agent shall have received a letter from CT
Corporation System, presently located at 111 Eighth Avenue, New York, New York
10011, substantially in the form of Exhibit 5.1(r) hereto, indicating its
consent to its appointment by each New Domestic Subsidiary as its agent to
receive service of process as specified in Section 12.9 of this Agreement;

          (j) Pro Forma Balance Sheet. Agent shall have received a pro forma
(after giving effect to the Permitted Acquisition) consolidated balance sheet of
Holdings prepared in accordance with of the Securities Act in form and substance
reasonably satisfactory to Agent and the Required Lenders;

          (k) Tax and Accounting Aspects of Transactions/Capital Structure.
Agent shall be reasonably satisfied with all tax and accounting matters relating
to the Permitted Acquisition and the changes to the ownership and capital
structure (including without limitation, the terms of any capital stock,
options, warrants or other securities issued by Holdings, Borrower or any of its
Subsidiaries) and management of Holdings, Borrowers and their Subsidiaries
resulting from the Permitted Acquisition;

          (l) Consummation of the Acquisition. Simultaneously with the making of
the Acquisition Revolving Loan, the applicable acquiring Credit Party and the
Target shall have consummated the Permitted Acquisition, substantially in
accordance with the terms set forth in the agreement governing such acquisition
(which terms and conditions shall be reasonably satisfactory to Agent and its
counsel in all material respects) and all applicable laws, rules and
regulations, no material conditions to closing set forth therein shall have been
waived, and all documents executed in connection therewith shall have been
executed and delivered by the Persons specified therein, and Borrowers shall
have furnished to Agent a certificate signed by a Responsible Officer of
Borrowers certifying that the transactions (other than those contemplated by
this Agreement) contemplated in the agreement governing such acquisition have
been consummated in accordance with such agreement in all material respects, and
Agent shall have received certified copies of a draft of such agreement and all
material agreements, documents



                                       88


<PAGE>   90



and instruments executed and delivered in connection therewith and all material
consents, approvals or permits necessary or advisable to be obtained in
connection therewith, in form and substance reasonably satisfactory to Agent and
its counsel (followed by copies of such executed documents within five (5)
Business Days after the making of the Acquisition Revolving Loan);

          (m) No Acquired Liabilities. Upon consummation of the Permitted
Acquisition, no New Domestic Subsidiary nor Holdings or any of its Subsidiaries
shall have any material existing liabilities or other obligations other than
those existing under or permitted by this Agreement and the other Loan Documents
and those contractual obligations and liabilities arising in the ordinary course
of business.

          (n) Other Matters. All corporate and other proceedings taken in
connection with the Permitted Acquisition, and all documents incident thereto
will be reasonably satisfactory in form and substance to Agent; and Agent shall
have received such other instruments and documents as Agent shall reasonably
request in connection with the Permitted Acquisition, and all such instruments
and documents shall be reasonably satisfactory in form and substance to Agent.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

          In order to induce the Lenders to enter into this Agreement and to
make the Loans, and issue (or participate in) the Letters of Credit as provided
herein, Holdings and Borrowers make the following representations, warranties
and agreements as of the Closing Date (immediately after giving effect to the
consummation of the Transactions) and as of the date of each subsequent Credit
Event, all of which shall survive the execution and delivery of this Agreement
and the Notes and the making of the Loans and issuance of the Letters of Credit,
with the occurrence of each Credit Event on or after the Closing Date being
deemed to constitute a representation and warranty that the matters specified in
this Article VI are true and correct in all material respects on and as of the
Closing Date and on and as of the date of each of such Credit Event, provided
that any representation or warranty which by its terms is made as of a specified
date shall be required to be true and correct in all material respects on the
date of each Credit Event but only as of such specified date:

          Section 6.1. Corporate Status. Each Credit Party (i) is a duly
organized and validly existing corporation, partnership or limited liability
company or other entity, as applicable, in good standing under the laws of the
jurisdiction of its incorporation or formation, as applicable, (ii) has all
requisite power and authority to own its property and assets and to transact the
business in which it is engaged and presently proposes to engage in and (iii) is
duly qualified and is authorized to do business and is in good standing in its
jurisdiction of incorporation or formation, as applicable, and in each other
jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualification, except where the failure to
be so qualified in a foreign jurisdiction could not reasonably be expected to
have a Material Adverse Effect.

          Section 6.2. Corporate Power and Authority. Each Credit Party has all
necessary power and authority to execute, deliver and perform the terms and
provisions of each


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of the Documents to which it is a party and has taken all necessary
corporate or other action to authorize the execution, delivery and performance
by it of each of such Documents. Each Credit Party has duly executed and
delivered each of the Documents to which it is a party, and each of such
Documents constitutes its legal, valid and binding obligation enforceable in
accordance with its terms, except to the extent that the enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws generally affecting creditors' rights and by equitable
principles (regardless of whether enforcement is sought in equity or at law).

                  Section 6.3. No Violation. Neither the execution, delivery or
performance by any Credit Party of the Documents to which it is a party
(including, without limitation, the granting of Liens pursuant to the Security
Documents), nor compliance by it with the terms and provisions thereof, nor the
consummation of the transactions contemplated therein (i) will contravene any
provision of any Requirement of Law applicable to any Credit Party, (ii) will
conflict with or result in any breach of or constitute a tortious interference
with any of the terms, covenants, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien (except pursuant to the Security Documents) upon any
of the property or assets of any Credit Party pursuant to the terms of any
Contractual Obligation to which any Credit Party is a party or by which or any
of its property or assets is bound or to which it may be subject, (iii) will
violate any provision of any Organizational Document of any Credit Party or (iv)
require any approval of stockholders or any approval or consent of any Person
(other than a Governmental Authority) which has not been obtained except as set
forth on Schedule 6.3, and except, solely with respect to the execution,
delivery and performance of the Transaction Documents, for immaterial violations
or conflicts, or failure to obtain any immaterial consent or approval.

                  Section 6.4. Governmental and Other Approvals. Except for the
recording of the Mortgages, filings with the U.S. Patent and Trademark Office
and the U.S. Copyright Office to record liens on intellectual property and the
filing of the UCC financing statements which shall be recorded and filed,
respectively, on, or as soon as practicable after, the date hereof, no order,
consent, approval, license, authorization or validation of, or filing, recording
or registration with (except as have been obtained or made on or prior to the
Initial Borrowing Date), or exemption by, any Governmental Authority, is
required to authorize, or is required in connection with, (i) the execution,
delivery and performance of any Document, (ii) the legality, validity, binding
effect or enforceability of any such Document or (iii) the Transactions, except
for immaterial orders, consents, approvals, licenses, authorizations,
validations, filings, recordings or registrations solely in connection with the
Transactions (other than the Credit Events occurring on the Closing Date).

                  Section 6.5. Financial Statements; Financial Condition;
Undisclosed Liabilities; Projections.

                  (a)  Financial Statements. (i) The consolidated balance sheets
of Holdings and its predecessors dated December 31, 1997, December 31, 1998,
September 30, 1999 and the related consolidated statements of operations, cash
flows and shareholders' equity of Holdings for the Fiscal Year or other period
ended on such dates, as the case may be, and copies of which have hereto been
furnished to the Lenders prior to the Closing Date which, in the case of the


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<PAGE>   92

December 31, 1997 and 1998 statements, have been examined by
PriceWaterhouseCoopers LLP, independent certified public accountants, who
delivered an unqualified opinion in respect thereto, present fairly in all
material respects, in accordance with GAAP (except, in the case of unaudited
financial statements, for the absence of footnotes and normal occurring year-end
audit adjustments), the financial condition and results of operations of
Holdings and its Subsidiaries for the periods referred to therein, (ii) the
consolidated balance sheets of LISN Holdings and its Subsidiaries dated December
31, 1996, December 31, 1997, December 31, 1998, June 30, 1999 and September 30,
1999 and the related statements of operations, cash flows and changes in
stockholders' equity of LISN Holdings and its Subsidiaries for the Fiscal Year
or other period ended on such dates, as the case may be, and copies of which
have hereto been furnished to the Lenders prior to the Closing Date which, in
the case of the December 31, 1996, December 31, 1997 and 1998 statements, have
been examined by PriceWaterhouseCoopers LLP, independent certified public
accountants, who delivered an unqualified opinion in respect thereto, present
fairly in all material respects, in accordance with GAAP (except, in the case of
unaudited financial statements, for the absence of footnotes and normal
occurring year-end audit adjustments), the financial condition and results of
operations of LISN Holdings and its Subsidiaries for the periods referred to
therein, the consolidated balance sheet of Arion, Inc. and its Subsidiaries
dated December 31, 1998 and the related statements of income, stockholders'
equity and cash flows of Arion, Inc. and its Subsidiaries for the fiscal year
ended on such date and copies of which have hereto been furnished to the Lenders
prior to the Closing Date, which have been examined by PriceWaterhouseCoopers
LLP, independent certified public accountants, who delivered an unqualified
opinion in respect thereto, present fairly in all material respects, in
accordance with GAAP, the financial condition and results of operations of
Arion, Inc. and its Subsidiaries for the period referred to therein and (iv) the
pro forma (after giving effect to the Transactions, the related financing
thereof and the other transactions contemplated hereby and thereby) consolidated
balance sheet of Holdings attached hereto as Schedule 6.5(a) (the "Pro Forma
Balance Sheet") presents fairly the consolidated financial condition of Holdings
and its Subsidiaries at the date of such balance sheet and presents a good faith
estimate of the pro forma consolidated financial condition of Borrowers and
their Subsidiaries (after giving effect to the Transactions, the related
financing thereof and the other transactions contemplated hereby and thereby) at
the date thereof. The Pro Forma Balance Sheet has been prepared in accordance
with GAAP consistently applied (except as may be indicated in the notes thereto)
subject to footnote disclosure and normal year-end audit adjustments. Since
December 31, 1998 there has been no material adverse change in the business,
financial condition, assets, liabilities or results of operations of Holdings
and its Subsidiaries taken as a whole.

                  (b)   Solvency. On and as of the Closing Date, after giving
effect to the Transactions and to all Indebtedness (including the Loans, the
Junior Subordinated Notes and the loans incurred under the Bridge Loan
Agreement) being incurred, and to be incurred (and the use of proceeds thereof),
and Liens created, and to be created, by the Credit Parties in connection with
the transactions contemplated hereby, with respect to each of Holdings and its
Subsidiaries (on a consolidated basis) and of each Borrower and its Subsidiaries
(on a consolidated basis) (i) the sum of the assets, at a fair valuation
(measured on a going concern basis), of each of Holdings and its Subsidiaries
(on a consolidated basis) and each Borrower and its Subsidiaries (on a
consolidated basis) will exceed its debts (taking into account the joint and
several nature of Borrowers' Obligations); (ii) neither Holdings and its
Subsidiaries (on a consolidated basis) nor each Borrower and its Subsidiaries
(on a consolidated basis) have incurred nor intend, nor



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<PAGE>   93
believe that they will, incur debts beyond its ability to pay such debts as
such debts mature in the ordinary cause of business; and (iii) each of Holdings
and its Subsidiaries (on a consolidated basis) and each Borrower and its
Subsidiaries (on a consolidated basis) will have sufficient capital with which
to conduct their business. For purposes of this Section 6.5(b) "debt" means any
liability on a claim, and "claim" means (y) any right to payment, whether or not
such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured,
or unsecured (including all obligations, if any, under any Plan or the
equivalent for unfunded past service liability, and any other unfunded medical
and death benefits) or (z) any right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not such right to
an equitable remedy is reduced to judgment, fixed, contingent, matured,
unmatured, disputed, undisputed, secured or unsecured.

                  (c)   No Undisclosed Liabilities. Except as fully reflected in
the financial statements and the notes related thereto delivered pursuant to
Section 6.5(a) or as reflected in the Pro Forma Balance Sheet or Schedule 6.5(c)
hereto and the Indebtedness incurred under this Agreement, the Junior
Subordinated Notes and the Bridge Loan Agreement, there were as of the Closing
Date (and after giving effect to the Transactions and the other transactions
contemplated hereby) no liabilities or obligations with respect to the Credit
Parties (whether absolute, accrued or contingent and whether or not due) which,
either individually or in aggregate, exceed $1,000,000. As of the Closing Date
(and after giving effect to the Transactions and the other transaction
contemplated hereby), neither Holdings nor any Borrower knows of any basis for
the assertion against any Credit Party of any liability or obligation that is
not fully reflected in the financial statements or the notes related thereto
delivered pursuant to Section 6.5(a), on Schedule 6.5(c) or on Schedule 6.5(d)
which, either individually or in the aggregate, exceed $1,000,000.

                  (d)   Indebtedness. Schedule 6.5(d) sets forth a true and
complete list of all Indebtedness (other than the Loans and the Letters of
Credit) of Holdings and its Subsidiaries as of the Closing Date and which is to
remain outstanding after giving effect to the Transactions (the "Indebtedness to
Remain Outstanding"), in each case showing the aggregate principal amount
thereof (and the aggregate amount of any undrawn commitments with respect
thereto) and the name of the respective obligor and any other entity which
directly or indirectly guaranteed such debt. No Indebtedness to Remain
Outstanding has been incurred in connection with, or in contemplation of, the
Transactions or the other transactions contemplated hereby. All Indebtedness of
Holdings, Borrowers and each Subsidiary to Agent or to the Lenders under the
Loan Documents constitutes indebtedness which is senior in priority of payment
to the Junior Subordinated Notes and the Bridge Loan Agreement.

                  (e)   Projections. On and as of the Closing Date, the
financial projections previously delivered to Agent and the Lenders by Borrower
and contained in that certain confidential information memorandum dated November
1999 (the "Projections") were prepared on a basis consistent with the financial
statements referred to in Section 6.5(a) and, at the time of the preparation
thereof, were based on good faith estimates and assumptions made by the
management of Holdings, and there are no statements or conclusions in any of the
Projections which were based upon or include information known to any Credit
Party to be misleading or which failed to take into account material information
regarding the matters reported therein. On the Closing Date, Holdings and each
Borrower believes that the Projections are reasonable and



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<PAGE>   94


attainable, it being understood that uncertainty is inherent in any forecasts or
projections and that no assurance can be given that the results set forth in the
Projections will actually be obtained.

                  Section 6.6. Litigation. There are no actions, suits or
proceedings pending or, to the best knowledge of Holdings or any Borrower,
threatened (i) with respect to any Document, (ii) with respect to any
Indebtedness or Capital Stock of Holdings or any of its Subsidiaries or (iii)
that could reasonably be expected to have a Material Adverse Effect.

                  Section 6.7. True and Complete Disclosure. All factual
information (taken as a whole) heretofore or contemporaneously furnished by or
on behalf of Holdings or any of its Subsidiaries in writing to any Lender
(including, without limitation, all information contained in the Documents)
(other than the Projections as to which Section 6.5(e) applies) for purposes of
or in connection with this Agreement or any transaction contemplated herein is,
and all other such factual information (taken as a whole) hereafter furnished by
or on behalf of Holdings or any of its Subsidiaries in writing to any Lender for
purposes of or in connection with this Agreement or any transaction contemplated
herein are and will be (and, solely with respect to any such information
furnished on behalf of Holdings or any Subsidiary by a third party, to the best
knowledge of Holdings and Borrowers after due inquiry are and will be) true and
accurate in all material respects on the date as of which such information is
dated or certified and not incomplete by omitting to state any fact necessary to
make such information (taken as a whole) not misleading in any material respect
at such time in light of the circumstances under which such information was
provided.

                  Section 6.8. Use of Proceeds; Margin Regulations.

                  (a)   Term Loan Proceeds. All proceeds of the Term Loans
incurred on the Initial Borrowing Date shall be used by Borrowers (i) to
refinance, in part, all of the indebtedness and obligations under the Existing
Credit Agreements, (ii) to finance the Reorganization, (iii) to pay fees and
expenses in connection with the Transactions, and (iv) for general corporate
purposes of Borrowers and their Subsidiaries.

                  (b)   Working Capital Loan Proceeds. All proceeds of the
Working Capital Loans incurred hereunder shall be used by Borrowers for ongoing
working capital needs, Capital Expenditures and general corporate purposes of
the Borrowers and their Subsidiaries (but excluding Permitted Acquisitions and
the repayment of Acquisition Loans).

                  (c)   Acquisition Revolving Loan Proceeds. All proceeds of the
Acquisition Revolving Loans incurred hereunder shall be used by Borrowers (i) to
finance Permitted Acquisitions and (ii) to pay fees and expenses in connection
with Permitted Acquisitions.

                  (d)   Margin Regulations. No part of the proceeds of any Loan
will be used to purchase or carry any margin stock, directly or indirectly, or
to extend credit for the purpose of purchasing or carrying any such margin stock
for the purpose of reducing or retiring any indebtedness which was originally
incurred to purchase or carry any margin security or for any other purpose which
might cause any of the loans or extensions of credit under this Agreement to be
considered a "purpose credit" within the meaning of Regulation T, U or X of the
Board.



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                  Section 6.9. Taxes.

                  (a)   Tax Returns and Payments. Each of Holdings and each of
its Subsidiaries has timely filed or caused to be filed with the appropriate
taxing authority, all returns, statements, forms and reports for material taxes
(the "Returns") required to be filed by or with respect to the income,
properties or operations of Holdings and/or any of its Subsidiaries. The Returns
accurately reflect all liability for taxes of Holdings and its Subsidiaries for
the periods covered thereby. Each of Holdings and each of its Subsidiaries has
paid all material taxes payable by it before they have become delinquent other
than those contested in good faith and for which adequate reserves have been
established in conformity with GAAP. As of the Closing Date, there is no action,
suit, proceeding, investigation, audit, or claim pending or, to the knowledge of
Borrower, threatened by any authority regarding any taxes relating to Holdings
or any of its Subsidiaries other than as disclosed on Schedule 6.9 hereto. As of
the Closing Date, neither Holdings nor any of its Subsidiaries has entered into
an agreement or waiver or been requested to enter into an agreement or waiver
extending any statute of limitations relating to the payment or collection of
taxes of Holdings or any of its Subsidiaries, or is aware of any circumstances
that would cause the taxable years or other taxable periods of Holdings or any
of its Subsidiaries not to be subject to the normally applicable statute of
limitations. As of the Closing Date, neither Holdings nor any of its
Subsidiaries have provided, with respect to themselves or property held by them,
any consent under Section 341 of the Code. Neither Holdings nor any of its
Subsidiaries has incurred, or will incur, any material tax liability in
connection with the Transactions.

                  (b)   Tax Examinations. Except as set forth on Schedule 6.9
hereto, as of the Closing Date, the federal income tax returns on each of
Holdings and its Subsidiaries have been examined by the IRS (or closed by
applicable statutes) for any tax periods, and there are no other tax
examinations in progress. All deficiencies which have been asserted against
Holdings or any of its Subsidiaries as a result of such examinations have been
fully paid or finally settled or are being contested in good faith, and no issue
has been raised in any such examination which, by application or similar
principles, reasonably can be expected to result in an assertion of a deficiency
for any other year not so examined that has not been accrued on Holding's and
its Subsidiaries' or LISN Holdings' and its Subsidiaries audited financial
statements for its most recently ended Fiscal Year that would be required to be
so accrued in accordance with GAAP. Neither Holdings nor any of its Subsidiaries
has knowledge of any material federal income tax liability with respect to open
taxable years in excess of amounts accrued on such Person's financial statements
for its most recently ended Fiscal Year that would be required to be so accrued
in accordance with GAAP, nor does Holdings or any of its Subsidiaries anticipate
any further material tax liability with respect to such open taxable years taken
as a whole in excess of such accrued amounts.

                  Section 6.10. Compliance With ERISA. Each Plan is in all
material respects in compliance with ERISA and the Code; no Reportable Event
which could reasonably be expected to result in the termination of any Plan has
occurred with respect to a Plan; no Multiemployer Plan is insolvent or in
reorganization; the aggregate fair market value of the assets of each Plan
equals or exceeds the aggregate present value of the accrued benefits under such
Plan (using the actuarial funding assumptions then in effect for such Plan); no
Plan has an accumulated or waived funding deficiency, has permitted decreases in
its funding standard account or has



                                       94

<PAGE>   96


applied for an extension of any amortization period within the meaning of
Section 412 of the Code of Section 302 of ERISA; neither Holdings nor any of its
Subsidiaries nor any ERISA Affiliate has incurred any material liability to or
on account of a Plan pursuant to Section 409, 502(i), 502(d), 515, 4062, 4063,
4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or is
expected to incur any material liability under any of the foregoing Sections
with respect to any Plan; no proceedings have been instituted to terminate any
Plan; no condition exists which presents a risk to Holdings or any of its
Subsidiaries or any ERISA Affiliate of incurring a material liability to or on
account of a Plan pursuant to the foregoing provisions of ERISA and the Code;
using actuarial assumptions and computation methods consistent with subpart 1 of
Subtitle E of Title IV of ERISA, Holdings and its Subsidiaries and its ERISA
Affiliates would not have any liability to all Plans which are Multiemployer
Plans in the event of a complete withdrawal therefrom, as of the close of the
most recent fiscal year of each such Plan ending prior to the date of any Credit
Event; no Lien imposed under the Code or ERISA on the assets of Holdings or any
of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on
account of any Plan; and Holdings and its Subsidiaries do not maintain or
contribute to any employee welfare benefit plan (as defined in Section 3(1) of
ERISA) which provides benefits to retired employees (other than as required by
Section 601 of ERISA) or any employee pension benefit plan (as defined in
Section 3(2) of ERISA), except where any of the foregoing, either individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

                  Section 6.11. Security Documents.

                  (a)   Security Agreement Collateral. The provisions of the
Security Agreement are effective to create in favor of Collateral Agent for the
benefit of the Secured Creditors a legal, valid and enforceable security
interest in all right, title and interest of each Credit Party in the
Collateral, and the Security Agreement, together with the timely filings of Form
UCC-1 creates a fully perfected first lien on, and security interest in, all
right, title and interest of each Credit Party in all of the Collateral (other
than trademarks, patents and copyrights) described therein, subject to no other
Liens other than Permitted Liens. The recordation in the United States Patent
and Trademark Office and in the United States Copyright Office of grants of
security interests made pursuant to the Security Agreement, together with
filings on Form UCC-1 made pursuant to the Security Agreement, will be
effective, under Federal law, to perfect the security interest granted to Agent
in the registered trademarks, patents and copyrights covered by the Security
Agreement, and the filing of grants of security interests made pursuant to the
Security Agreement, with the United States Copyright Office together with
filings on Form UCC-1 made pursuant to the Security Agreement, will be effective
under Federal law to perfect the security interest granted to Collateral Agent
in the registered copyrights covered by the Security Agreement. Each Credit
Party has good and marketable title to, or rights in, all Security Agreement
Collateral, free and clear of all Liens except Permitted Liens.

                  (b)   Pledged Securities. The security interests created in
favor of Collateral Agent, as Pledgee for the benefit of the Secured Creditors
under the Pledge Agreement, constitute first perfected security interests in the
Pledged Securities, if any, subject to no security interests of any other
Person. No filings or recordings are required in order to perfect the security
interests created in the Pledged Securities under the Pledge Agreement.



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(c) Real Estate Collateral. The Mortgages create, as security for the
obligations purported to be secured thereby, a valid and enforceable perfected
security interest in and Lien on all of the Mortgaged Properties (including,
without limitation, all fixtures and improvements relating to such Mortgaged
Properties and affixed or added thereto on or after the Closing Date in favor of
Collateral Agent (or such other trustee as may be named therein)) for the
benefit of the Secured Creditors, superior to and prior to the rights of all
third Persons (except that the security interest created in the Mortgaged
Properties may be subject to the Permitted Liens related thereto) and subject to
no other Liens (other than Liens permitted under Section 8.1). Schedule 6.11(c)
contains a true and complete list of each parcel of Real Property owned or
leased by Holdings and its Subsidiaries on the Closing Date, identifies which
Credit Party has an interest therein and the type of interest therein held by
such Credit Party. Each Credit Party will have good and marketable title to all
Mortgaged Properties of such Credit Party free and clear of all Liens except
those described in the first sentence of this Section 6.11(c).

                  Section 6.12. Documents.

                  (a)   True and Accurate Copies; Consummation of Transactions.
Borrowers have heretofore delivered to Agent true, correct and complete copies
of the Documents entered into in connection with the Transactions on or prior to
the Closing Date. Holdings and Borrowers have, concurrently with the execution
and delivery of this Agreement, consummated the transactions contemplated by the
Documents to be consummated as of the Closing Date pursuant thereto, and the
Documents set forth the entire agreement among the parties thereto with respect
to the subject matter thereof. Except as set forth on Schedule 6.12 hereto, no
party to the Documents has waived the fulfillment of any material condition
precedent set forth therein to the consummation of the transactions contemplated
thereby, no party is in default or has failed to perform any of its material
obligations thereunder or under any instrument or document executed and
delivered in connection therewith.

                  (b)   Representations and Warranties in Documents. All
representations and warranties made by Holdings or any of its Subsidiaries or,
to the best knowledge of Holdings and Borrowers, made by any third party in the
Documents were true and correct in all material respects at the time as of which
such representations and warranties were made or deemed made and as of the
Initial Borrowing Date, provided that any representation or warranty which by
its terms is made as of a specified date shall be true and correct in all
material respects as of such specified date.

                  Section 6.13. Ownership of Property. Borrowers and each
Subsidiary has good and marketable title to, or a subsisting leasehold interest
in or right to use, all material items of real and personal property used in its
operations (except as to leasehold interests) free and clear of all Liens,
except Permitted Liens with respect to personal property and except Permitted
Real Property Encumbrances with respect to Real Property. Substantially all
items of material real and material personal property owned by, leased to or
used by each Borrower and each Subsidiary are in adequate operating condition
and repair, ordinary wear and tear excepted, are free and clear of any known
defects except such defects as do not substantially interfere with the continued
use thereof in the conduct of normal operations, and are able to serve the
function for which they are currently being used. The items of material real and
personal property owned by, leased to or used by each Borrower and each
Subsidiary constitute all of the assets used in the



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conduct of such Person's business as presently conducted, and neither this
Agreement nor any other Document, nor any transaction contemplated under any
such agreement, will affect any right, title or interest of any Borrower or any
Subsidiary in and to any of such assets in a manner that would have or is
reasonably likely to have a Material Adverse Effect. To the knowledge of
Holdings and Borrowers, there are no actual, threatened or alleged defaults with
respect to any material leases of real property under which any Borrower or any
Subsidiary is lessee or lessor which could reasonably be expected to have a
Material Adverse Effect. Holdings and each Subsidiary have granted mortgages to
secure the Obligations on all parcels of real estate material to the operations
of Holdings and such Subsidiaries.

                  Section 6.14. Capitalization. All shares of Capital Stock of
Holdings and Borrowers have been duly authorized and validly issued, are fully
paid and non-assessable. As of the Closing Date and after giving effect to the
Transaction, no authorized but unissued or treasury shares of Capital Stock of
Holdings or any Borrower are subject to any option, warrant, right to call or
commitment of any kind or character, except as expressly set forth on Schedule
6.14. As of the Closing Date and after giving effect to the Transactions,
neither Holdings nor any Borrower has any outstanding stock or securities
convertible into or exchangeable for any shares of its Capital Stock, or any
rights issued to any Person (either preemptive or other) to subscribe for or to
purchase, or any options for the purchase of, or any agreements providing for
the issuance (contingent or otherwise) of, or any calls, commitments or claims
of any character relating to any of its Capital Stock or any stock or securities
convertible into or exchangeable for any of its Capital Stock other than as
expressly set forth on Schedule 6.14. As of the Closing Date, except as
disclosed on Schedule 6.14, neither Holdings nor any Borrower is subject to any
obligation (contingent or otherwise) to repurchase or otherwise acquire or
retire any shares of its Capital Stock or any convertible securities, rights or
options of the type described in the preceding sentence.

                  Section 6.15. Subsidiaries.

                  (a)   Organization. Schedule 6.15 hereto sets forth a true,
complete and correct list of each direct and indirect Subsidiary of Holdings as
of the Closing Date after giving effect to the Transactions and indicates for
each such Person (i) its jurisdiction of incorporation and, (ii) its ownership
(by holder and percentage interest). Holdings has no direct Subsidiaries other
than LISN Holdings and NATG. No Borrower has any Subsidiaries except for
Subsidiaries created in accordance with Section 8.16 and those Subsidiaries
listed as such on Schedule 6.15 hereto.

                  (b)   Capitalization. The capitalization of each direct and
indirect Subsidiary of each Borrower as of the Closing Date and after giving
effect to the Transactions is set forth on Schedule 6.15. On the Closing Date
and at all times thereafter:

                  (i)   all shares of Capital Stock of each of the direct and
         indirect Subsidiaries of each Borrower will have been duly authorized
         and validly issued, will be fully paid and non-assessable and will be
         Wholly-Owned Subsidiaries of Borrowers (except for qualifying shares
         required to be owned by directors or foreign nationals), free and clear
         of all Liens other than Permitted Liens arising other than as a result
         of a voluntary act of Borrowers or the applicable Subsidiary; and


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                  (ii)   no authorized but unissued or treasury shares of
         Capital Stock of any Subsidiary of any Borrower are subject to any
         option, warrant, right to call or commitment of any kind or character.
         A complete and correct copy of each of the Organizational Documents of
         each such Subsidiary in effect on the Closing Date has been delivered
         to Agent.

                  (c)   Restrictions on or Relating to Subsidiaries. There does
not exist any encumbrance or restriction on the ability of (i) any Subsidiary of
a Borrower to pay dividends or make any other distributions on its Capital Stock
or any other interest or participation in its profits owned by a Borrower or any
Subsidiary of a Borrower, or to pay any Indebtedness owed, respectively, to a
Borrower or a Subsidiary of a Borrower, (ii) any Subsidiary of a Borrower to
make loans or advances, respectively, to a Borrower or any of Borrower's
Subsidiaries or (iii) a Borrower or any of its Subsidiaries to transfer any of
its properties or assets to any Borrower or any of its Subsidiaries, except for
such encumbrances or restrictions existing under or by reason of (w) any
permitted Asset Disposition arising pursuant to any sale agreement entered into
in connection with such Asset Disposition, so long as such encumbrance or
restriction relates solely to the assets or entity to be sold in such Asset
Disposition, (x) applicable law, (y) this Agreement or the other Loan Documents
or (z) customary provisions restricting subletting or assignment of any lease
governing a leasehold interest of a Borrower or a Subsidiary of a Borrower.

                  Section 6.16. Compliance With Law, Etc. Neither Holdings nor
any of its Subsidiaries is in default under or in violation of any Requirement
of Law or Contractual Obligation or under its Organizational Documents, as the
case may be, in each case the consequences of which default or violation, either
in any one case or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

                  Section 6.17. Investment Company Act. Neither Holdings nor any
of its Subsidiaries is an "investment company" or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

                  Section 6.18. Public Utility Holding Company Act. Neither
Holdings nor any of its Subsidiaries is a "holding company," or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company" within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

                  Section 6.19. Environmental Matters.

                  (a)   Holdings and each of its Subsidiaries have complied in
all material respects with, and on the date of such Credit Event are in
compliance in all material respects with, all applicable Environmental Laws and
the requirements of any permits issued under such Environmental Laws except for
such noncompliance that could not reasonably be expected to have a Material
Adverse Effect. There are no material past, pending or, to the best knowledge of
Holdings and Borrowers, threatened Environmental Claims against Holdings or any
of its Subsidiaries or any real property owned or at any time operated by
Holdings or any of its Subsidiaries except for such Environmental Claims which
could not reasonably be expected to have a Material Adverse Effect. There are no
facts, circumstances, conditions or occurrences on any real property owned or at
any time operated by Holdings or any of its Subsidiaries or, to the



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best knowledge of Holdings and Borrowers, on any property adjoining any real
property owned or operated by Holdings and its Subsidiaries that could
reasonably be expected (i) to form the basis of an Environmental Claim against
Holdings or any of its Subsidiaries or any such real property, or (ii) to cause
such real property to be subject to any restrictions on the ownership,
occupancy, use or transferability of such real property under any Environmental
Law, except, in each case for clause (i) and (ii) above, for such Environmental
Claims or restrictions which could not reasonably be expected to have a Material
Adverse Effect.

                  (b)   Hazardous Materials have not been, to the knowledge of
Holdings and Borrowers at any time in the past, and are not presently being,
generated, used, treated or stored on, or transported to or from, any real
property owned or at any time operated by Holdings or any of its Subsidiaries
where such generation, use, treatment or storage has violated or could
reasonably be expected to violate or create liability under any Environmental
Law except where such violation or liability could not reasonably be expected to
have a Material Adverse Effect. To the best knowledge of Holdings and Borrowers,
Hazardous Materials have not at any time been Released on or from any real
property owned or at any time operated by Holdings or any of its Subsidiaries
where such Release has violated or could reasonably be expected to violate or
create liability under any Environmental Law except where such violation or
liability could not reasonably be expected to have a Material Adverse Effect. To
the best knowledge of the Holdings and Borrowers, except as disclosed on
Schedule 6.19, there are not now and never have been any underground storage
tanks located on any real property owned or operated by Holdings or any of its
Subsidiaries, except for such tanks, the presence of which, could not reasonably
be expected to have a Material Adverse Effect.

                  Section 6.20. Labor Relations. Neither Holdings nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected to have a Material Adverse Effect. There is (i) no significant unfair
labor practice complaint pending against Holdings or any of its Subsidiaries or,
to the best knowledge of Holdings and Borrowers, threatened against any of them
before the National Labor Relations Board, and no significant grievance or
significant arbitration proceeding arising out of or under any collective
bargaining agreement is so pending against Holdings or any of its Subsidiaries
or, to the best knowledge of Holdings and Borrowers, threatened against any of
them, (ii) no significant strike, labor dispute, slowdown or stoppage is pending
against Holdings or any of its Subsidiaries or, to the best knowledge of
Holdings and Borrowers, threatened against Holdings or any of its Subsidiaries
and (iii) to the best knowledge of Holdings and Borrowers, no question
concerning union representation exists with respect to the employees of Holdings
or any of its subsidiaries, except (with respect to any matter specified in
clause (i), (ii) or (iii) above, either individually or in the aggregate) such
as could not reasonably be expected to have a Material Adverse Effect.

                  Section 6.21. Intellectual Property, Licenses, Franchises and
Formulas. Each Borrower and each of their Subsidiaries owns or holds licenses or
other rights to or under all the material patents, patent applications,
trademarks, service marks, trademark and service mark registrations and
applications therefor, trade names, copyrights, copyright registrations and
applications therefor, trade secrets, proprietary information, computer
programs, data bases, licenses, permits, franchises and formulas, or rights with
respect to the foregoing which are necessary to the operation of the business of
Borrowers and their Subsidiaries (collectively, "Intellectual Property"), and
has obtained assignments of all leases and other rights of whatever


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nature, necessary for the present conduct of its business, without any known
material conflict with the rights of others. Neither Borrower nor any of its
Subsidiaries has knowledge of any existing or threatened claim by any Person
contesting the validity, enforceability, use or ownership of the Intellectual
Property, or of any existing state of facts that would support a claim that use
by a Borrower or any of its Subsidiaries of any such Intellectual Property has
infringed or otherwise violated any proprietary rights of any other Person,
which could reasonably be expected to have a Material Adverse Effect.

                  Section 6.22. Certain Fees. Except as set forth in Schedule
6.22 attached hereto, this Agreement, the letter agreement between Holdings,
Borrowers, Bankers Trust Corporation, BT and NationsBridge, L.L.C., the letter
agreement between LISN Holdings, Deutsche Bank Securities Inc. and Banc of
America Securities LLC and the letter agreement between LISN Holdings, Agent and
Bank of America, N.A., no broker's or finder's fees or commissions or any
similar fees or commissions will be payable by Holdings or any of its
Subsidiaries with respect to the incurrence and maintenance of the Obligations,
any other transaction contemplated by the Loan Documents or any services
rendered in connection with such transactions. Each Borrower covenants that it
will indemnify Agent and each Lender against and hold Agent and each Lender
harmless from any claim, demand or liability for broker's or finder's fees or
similar fees or commissions alleged to have been incurred in connection with any
of the transactions contemplated hereby.

                  Section 6.23. Transactions. At the time of consummation
thereof, each of the Transactions shall have been consummated in all material
respects in accordance with the terms of the respective Documents and all
applicable laws. Additionally, at the time of consummation thereof, there does
not exist any judgment, order or injunction prohibiting or imposing material
adverse conditions upon the consummation of any Transactions, and there does not
exist any judgment, order or injunction prohibiting or imposing material adverse
conditions upon the occurrence of any Credit Event or the performance by
Holdings and its Subsidiaries of their obligations under the Documents. All
actions taken by Holdings and its Subsidiaries pursuant to or in furtherance of
each Transactions have been taken in all material respects in compliance with
the respective Documents and all applicable laws.

                  Section 6.24. Y2K. Holdings and LISN have each reviewed its
operations and those of its Subsidiaries with a view to assessing whether its
businesses, or the businesses of any of its Subsidiaries, will be vulnerable to
a Y2K Problem or will be vulnerable in any material respect to the effects of a
Y2K Problem suffered by any of Holdings' or any of its Subsidiaries' major
customers and suppliers. Holdings and each Borrower represents and warrants that
it has a reasonable basis to believe that no Y2K Problem could reasonably be
expected to have a Material Adverse Effect.

                  Section 6.25. Subordination. The Obligations constitute
"Senior Debt" as such term (or any similar term) is defined in the Junior
Subordinated Notes, the Bridge Loan Documents, the Senior Subordinated Documents
and each other agreement or instrument governing or guarantying any other
Subordinated Indebtedness, and the subordination provisions contained in the
Junior Subordinated Notes, the Bridge Loan Agreement, the Senior Subordinated
Indenture and each other agreement or instrument governing or guarantying any
other Subordinated Indebtedness are enforceable against Holdings and its
Subsidiaries and the



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holders of such Subordinated Indebtedness (except to the extent enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws generally affecting creditors' rights and by
equitable principles (regardless of whether enforcement is sought in equity or
at law)).

                                  ARTICLE VII
                              AFFIRMATIVE COVENANTS

                  Holdings and Borrowers hereby covenant and agree that, so long
as any of the Commitments remain in effect, or any Loan, LC Obligation or
Rollover LC Obligation remains outstanding and unpaid or any other amount is
owing to any Lender or Agent hereunder (but excluding any unasserted contingent
and indemnification obligations which by their terms expressly survive the
termination hereof):

                  Section 7.1. Financial Statements. Holdings and/or Borrowers
will furnish, or cause to be furnished, to Agent (which will furnish copies to
each Lender with reasonable promptness):

                  (a)   Quarterly Financial Statements. Within forty-five (45)
days after the end of each of the first three Fiscal Quarters of each Fiscal
Year of Holdings, unaudited financial statements consisting of a consolidated
balance sheet and statement of stockholders' equity of Holdings and its
Subsidiaries as at the end of such quarter and consolidated and consolidating
statements of income and a consolidated statement of cash flows of Holdings and
its Subsidiaries for such quarter and for the Fiscal Year through such quarter,
all in reasonable detail and certified on behalf of Holdings by the chief
financial officer of Holdings as having been prepared in accordance with
generally accepted accounting principles consistently applied (other than for
normal year-end audit adjustments and, unless then required by Holding's
reporting obligations to the Securities and Exchange Commission or by generally
accepted accounting principles, footnote disclosure).

                  (b)   Annual Financial Statements. Within ninety (90) days
after the end of each Fiscal Year of Holdings, audited financial statements
consisting of a consolidated and consolidating balance sheet and statement of
stockholder's equity of Holdings and its Subsidiaries as at the end of such
Fiscal Year and consolidated and consolidating statements of income and cash
flows of Holdings and its Subsidiaries for such Fiscal Year, setting forth in
comparative form the corresponding figures for the preceding Fiscal Year,
certified (without adverse opinions, scope limitations or qualifications with
respect to departures from generally accepted accounting principles other than
departures (x) which are not material, (y) which will not cause the financial
statements to fail to meet the requirements of the Securities and Exchange
Commission for financial information to be contained or incorporated by
reference in registration statements, and (z) which do not cause the financial
statements to fail to accurately reflect the financial condition of Holdings)
without qualification as to scope of examination by independent public
accountants of recognized national standing and reputation selected by Holdings.

                  (c)   Monthly Financial Statements. Within thirty (30) days
after the end of each month (other than the last month of any Fiscal Quarter) of
Holdings, unaudited financial statements consisting of a consolidated balance
sheet as at the end of such month and



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consolidated statements of income of Holdings and its Subsidiaries and such
other financial statements as are prepared by Holdings in the ordinary course of
business for such month and for the Fiscal Year through such month, all in
reasonable detail and certified on behalf of Holdings by the chief financial
officer of Holdings as having been prepared in accordance with generally
accepted accounting principles consistently applied (other than for normal
year-end audit adjustments and footnote disclosure).

                  Section 7.2. Certificates; Other Information. Holdings and/or
Borrowers will furnish, or cause to be furnished, to Agent (which will furnish
copies to each Lender with reasonable promptness):

                  (a)   Accountant's Certificates. Concurrently with the
delivery of the financial statements referred to in Section 7.1(b), (i) to the
extent not contrary to the then current recommendations of the American
Institute of Certified Public Accountants, a certificate from
PriceWaterhouseCoopers LLP or other independent certified public accountants of
nationally recognized standing, stating that, in the course of their annual
audit of the books and records of Holdings and its Subsidiaries, no Event of
Default or Unmatured Event of Default has come to their attention which was
continuing at the end of such Fiscal Year or on the date of their certificate,
or if such an Event of Default or Unmatured Event of Default has come to their
attention, the certificate shall indicate the nature of such Event of Default or
Unmatured Event of Default and (ii) a letter, in form reasonably satisfactory to
Agent from such accountants with respect to reliance on such accountant's
certificate and report on the annual consolidated financial statements referred
to in this Section 7.2(a).

                  (b)   Officer's Certificates. Concurrently with the delivery
of the financial statements referred to in Sections 7.1(a) and 7.1(b), a
certificate of the chief financial officer of Holdings substantially in the form
of Exhibit 7.2(b) stating that, to the best of such officer's knowledge, (i)
such financial statements present fairly in all material respects, in accordance
with GAAP, the financial condition and results of operations of Holdings and its
Subsidiaries for the period referred to therein (subject, in the case of interim
statements, to normal year-end audit adjustments and the absence of footnote
disclosure) and (ii) no Event of Default or Unmatured Event of Default has
occurred, except as specified in such certificate and, if so specified, the
action which Borrowers propose to take with respect thereto, which certificate
shall set forth detailed computations to the extent necessary to establish
Borrowers' compliance with the covenants set forth in Article IX of this
Agreement;

                  (c)   Audit Reports and Statements. Promptly following
Holdings' or any Borrower's receipt thereof, copies of all consolidated
financial or other consolidated reports or statements, if any, submitted to
Holdings or any of its Subsidiaries by independent public accountants relating
to any annual or interim audit of the books of Holdings or any of its
Subsidiaries;

                  (d)   Management Letters. Promptly after receipt by Holdings
or any of its Subsidiaries, a copy of any "management letter" received by
Holdings or any of its Subsidiaries from its certified public accountants;



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                  (e)   Budgets; Projections. As soon as available and in any
event within thirty (30) days following the first day of each Fiscal Year of
Holdings, (i) an annual budget in form reasonably satisfactory to Agent and the
Required Lenders (including budgeted statements of income, operations, cash
flows, shareholders' equity and balance sheets) prepared by Holdings for each
Fiscal Quarter of such Fiscal Year and (ii) projections in form reasonably
satisfactory to Agent and the Required Lenders covering the period from such
Fiscal Year through the Revolver Termination Date in each case prepared in
reasonable detail, with appropriate presentation and discussion of the principal
assumptions upon which such budgets and projections are based, which shall be
accompanied by the statement of a Responsible Officer of Holdings to the effect
that, to the best of his knowledge, such budget and projections are a reasonable
estimate when made for the periods respectively covered thereby;

                  (f)   Public Filings. Within 10 days after the same become
public, copies of all financial statements, filings, registrations and reports
which Holdings or any Borrower may make to, or file with the SEC or any
successor or analogous Governmental Authority; and

                  (g)   Other Requested Information. Such other information
respecting the respective properties, business affairs, financial condition
and/or operations of Holdings or any of its Subsidiaries as Agent or any Lender
may from time to time reasonably request.

                  Section 7.3. Notices. Holdings and/or Borrowers will furnish,
or will cause to be furnished, promptly and in any event within three (3)
Business Days after a Responsible Officer of Holdings or of any Borrower obtains
knowledge thereof, written notice to Agent (which shall provide a copy of such
notice to each Lender with reasonable promptness) of:

                  (a)   Event of Default or Unmatured Event of Default. The
occurrence of any Event of Default or Unmatured Event of Default, accompanied by
a statement of a Responsible Officer of Borrowers setting forth details of the
occurrence referred to therein and stating what action Borrowers propose to take
with respect thereto;

                  (b)   Litigation and Related Matters. The commencement of, or
any material development in, any action, suit, proceeding or investigation
pending or threatened against or affecting Holdings or any of its Subsidiaries
or any of their respective properties before any arbitrator or Governmental
Authority, (i) in which the amount involved is $5,000,000 or more, (ii) with
respect to any Document or any material Indebtedness or Capital Stock of
Holdings or any of its Subsidiaries or (iii) which, if determined adversely to
Holdings or any of its Subsidiaries, could reasonably be expected to have a
Material Adverse Effect;

                  (c)   Environmental Matters. The occurrence of one or more of
the following environmental matters which could reasonably be expected to result
in liabilities, costs or expenses of $5,000,000 or more: (i) any pending or
threatened Environmental Claim against Holdings or any of its Subsidiaries or
any real property at any time owned or operated by Holdings or any of its
Subsidiaries; (ii) any condition or occurrence on or arising from any real
property at any time owned or operated by Holdings or any of its Subsidiaries
that (y) results in noncompliance by Holdings or any of its Subsidiaries with
any applicable Environmental Law, or (z) could reasonably be expected to form
the basis of a Environmental Claim against Holdings or any of its Subsidiaries
or any such real property; (iii) any condition or occurrence on any real



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property owned or operated by Holdings or any of its Subsidiaries that could
reasonably be expected to cause such real property to be subject to any
restrictions on the ownership, occupancy, use or transferability of such real
property under any Environmental Law; and (iv) the taking of any removal or
remedial action, as those terms are defined under the Environmental Laws, in
response to the actual or alleged presence of any Hazardous Material on any real
property owned or operated by Holdings or any of its Subsidiaries as required by
an Environmental Law or any Governmental Authority. All such notices shall
describe in reasonable detail the nature of the claim, investigation, condition,
occurrence or removal or remedial action and Holdings' or such Subsidiary's
response thereto. In addition, Borrowers will provide the Lenders with copies of
all material written communications with any Governmental Authority or with any
Person (provided that the disclosure of such written communications with any
Person shall not be subject to any attorney-client or other legally recognized
privilege that would otherwise be violated or the benefit of which would be lost
through the disclosure thereof, as such privilege and violation or loss of
benefit is demonstrated to the reasonable satisfaction of Agent and its counsel)
relating to the matters described in (i)-(iv) above as may reasonably be
requested by the Lenders.

                  (d)   Notice of Change of Control. Each occasion that any
Change of Control shall occur and such notice shall set forth in reasonable
detail the particulars of each such occasion.

                  (e)   Notices under Transaction Documents. Promptly following
the receipt or delivery thereof, copies of any material demands, notices of
default or other material notices received or delivered by Holdings or any of
its Subsidiaries under or pursuant to any Transaction Document.

                  Section 7.4. Conduct of Business and Maintenance of Existence.
Holdings will, and will cause each of its Subsidiaries to, continue to engage in
business of the same general type as now conducted by Holdings and its
Subsidiaries on the Closing Date and preserve, renew and keep in full force and
effect its and each Subsidiary's corporate existence and take all reasonable
action to maintain all rights, privileges and franchises material to its and
those of each of its Subsidiaries' business except as otherwise permitted
pursuant to Section 8.4 and comply and cause each of its Subsidiaries to comply
with all Contractual Obligations and Requirements of Law except to the extent
that failure to maintain or comply therewith would not in the aggregate
reasonably be expected to have a Material Adverse Effect.

                  Section 7.5. Payment of Obligations. Holdings will, and will
cause each of its Subsidiaries to, pay or discharge or otherwise satisfy at
maturity or, to the extent permitted hereby, prior to maturity or before they
become delinquent, as the case may be:

                  (i)   all taxes, assessments and governmental charges or
         levies imposed upon any of them or upon any of their income or profits
         or any of their respective properties or assets prior to the date on
         which penalties attach thereto; and

                  (ii)  all lawful claims prior to the time they become a Lien
         upon any of their respective properties or assets;


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provided, however, that neither Holdings nor any of its Subsidiaries shall be
required to pay or discharge any such tax, assessment, charge, levy or claim
while the same is being contested by it in good faith and by appropriate
proceedings diligently pursued so long as Holdings or such Subsidiary, as the
case may be, shall have set aside on its books adequate reserves in accordance
with GAAP (segregated to the extent required by GAAP) with respect thereto and
title to any material properties or assets is not jeopardized in any material
respect.

                  Section 7.6. Inspection of Property, Books and Records.
Holdings will, and will cause each of its Subsidiaries to, keep, or cause to be
kept adequate records and books of account, in which complete entries are to be
made reflecting its and their business and financial transactions, such entries
to be made in accordance with sound accounting principles consistently applied
and Holdings will permit, and cause each of its Subsidiaries to permit, Agent
and/or its designated representatives, at any reasonable time during normal
business hours, and from time to time at the reasonable request of Agent made to
Borrowers and upon reasonable prior written notice, to visit and inspect its and
their respective properties, to examine and make copies of and take abstracts
from its and their respective records and books of account (other than materials
protected by attorney-client privilege the disclosure or inspection of which,
based on a written opinion of counsel to Borrowers reasonably acceptable to
Agent, would waive such privilege), (provided that so long as no Event of
Default or Unmatured Event of Default exists and is continuing, Borrowers shall
not be obligated to pay for more than one visit and inspection by Agent per
Fiscal Year, provided, further, that during the continuance of an Event of
Default or Unmatured Event of Default all visits and inspections shall be at the
expense of Borrowers) and to discuss its and their respective affairs, finances
and accounts with its and their respective principal officers, directors and,
with prior written notice to Borrowers, independent public accountants (and by
this provision Holdings and Borrowers authorize such accountants to discuss with
Agent and/or the Lenders and such representatives the affairs, finances and
accounts of Holdings and its Subsidiaries so long as Holdings, Borrowers and
their officers and representatives are afforded the reasonable opportunity to
attend or participate in any such discussion).

                  Section 7.7. ERISA. Holdings will, and will cause each of its
Subsidiaries to, (i) as soon as practicable and in any event within ten (10)
Business Days after a Responsible Officer of Holdings or any of its Subsidiaries
or ERISA Affiliates knows or has reason to know that a Reportable Event has
occurred with respect to any Plan (whether or not the requirement for notice of
such Reportable Event has been waived by the PBGC), deliver, or cause such ERISA
Affiliate to deliver, to Agent a certificate on behalf of Holdings or such
Subsidiary or ERISA Affiliate of a Responsible Officer of Holdings or such
Subsidiary or ERISA Affiliate, as the case may be, setting forth the details of
such Reportable Event and the action, if any, which Holdings or such Subsidiary
or ERISA Affiliate is required or proposes to take, together with any notices
required or proposed to be given; (ii) upon the reasonable request of any Lender
made from time to time, deliver, or cause each ERISA Affiliate to deliver, to
each Lender a copy of the most recent actuarial report and annual report
completed with respect to any Plan; (iii) as soon as possible and in any event
within ten (10) Business Days after a Responsible Officer of Holdings or any of
its Subsidiaries or ERISA Affiliates knows or has reason to know that any of the
following have occurred or is reasonably likely to occur with respect to any
Plan: (A) such Plan has been or may be terminated, reorganized, petitioned or
declared insolvent under Title IV of ERISA, (B) the Plan Sponsor intends to
terminate such Plan, (C) the PBGC has instituted or will



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institute proceedings under Section 515 of ERISA to collect a delinquent
contribution to such Plan or under Section 4042 of ERISA to terminate such Plan,
(D) that an accumulated funding deficiency has been incurred or that on
application may be or has been made to the Secretary of the Treasury for a
waiver or modification of the minimum funding standard (including any required
installment payments) or on extension of any amortization period under Section
412 of the Code, (E) that Holdings, or any Subsidiary of Holdings, or any ERISA
Affiliate will or may incur any liability (including, but not limited to,
contingent or secondary liability) to or on account of the termination of or
withdrawal from a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code
or Section 409 or 502(1) of ERISA, or (F) Holdings or any Subsidiary of Holdings
has or may incur any liability under any employee welfare benefit plan (within
the meaning of Section 3(1) of ERISA) that provides benefits to retired
employees (other than as required by Section 601 of ERISA) or any employee
pension benefit plans (as defined in Section 3(2) of ERISA), deliver, or cause
such ERISA Affiliate to deliver, to Agent a written notice thereof; and (iv) as
soon as possible and in any event within thirty days after Holdings or any of
its Subsidiaries or ERISA Affiliates knows or has reason to know that any of
them has incurred a complete withdrawal or partial withdrawal (within the
meaning of Sections 4203 and 4205, respectively, of ERISA) from any
Multiemployer Plan, deliver, or cause such ERISA Affiliate to deliver, to Agent
a written notice thereof. For purposes of this Section 7.7, Holdings and
Borrowers shall be deemed to have knowledge of all facts known by the Plan
Administrator of any Plan of which Holdings or Borrowers is the Plan Sponsor,
and each Subsidiary and ERISA Affiliate of Holdings shall be deemed to have
knowledge of all facts known by the Plan Administrator of any Plan of which such
Subsidiary or such ERISA Affiliate, respectively, is a Plan Sponsor. In addition
to its other obligations set forth in this Article VII, each of Holdings and
Borrowers shall, and shall cause each of its Subsidiaries and ERISA Affiliates
to:

                  (A) provide Agent with prompt written notice, with respect to
         any Plan, of any failure to satisfy the minimum funding standard
         requirements of Section 412 of the Code or section 302 of ERISA, which
         failure to so satisfy exceeds $5,000,000,

                  (B) furnish to Agent, promptly after delivery of the same to
         the PBGC, a copy of any delinquency notice pursuant to Section
         412(n)(4) of the Code or Section 302(f)(4) of ERISA,

                  (C) correct any such failure to satisfy funding requirements
         or delinquency referred to in the foregoing clauses (A) and (B) within
         ninety (90) days after the occurrence thereof, except where the failure
         to so satisfy would not reasonably be expected to have a Material
         Adverse Effect;

                  (D) comply in good faith with the requirements set forth in
         Section 4980(B) of the Code and with Sections 601(a) and 606 of ERISA;

                  (E) at the request of any Lender, deliver to such Lender (and
         a copy to Agent) a complete copy of the annual report (Form 5500) of
         each Plan required to be filed with the Internal Revenue Service; and

                  (F) at the request of any Lender, deliver to such Lender (and
         a copy to Agent) copies of the annual reports and notices received by
         Holdings or any Subsidiary or any



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         ERISA Affiliate with respect to any Plan or Foreign Pension Plan no
         later than ten (10) Business Days after the date of such request.

                  Section 7.8. Maintenance of Property, Insurance. Holdings
will, and will cause each of its Subsidiaries to, (i) keep all material property
(including, but not limited to, equipment) used in its business in good working
order and condition, normal wear and tear and damage by casualty excepted, and
subject to Section 8.4(b), (ii) maintain 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, such insurance shall be maintained with financially sound and
reputable insurers, except that a portion of such insurance program (not to
exceed that which is customary in the case of companies engaged in the same or
similar business or having similar properties similarly situated) may be
effected through self-insurance, provided adequate reserves therefor, in
accordance with GAAP, are maintained, and (iii) furnish to Agent, on the Closing
Date and on each anniversary thereof, certificates of insurance as to the
insurance carried. All insurance policies or certificates (or certified copies
thereof) with respect to such insurance (A) shall be endorsed to the Agent's
reasonable satisfaction for the benefit of the Agent and Lenders (including,
without limitation, by naming Agent as loss payee or additional insured, as
appropriate); and (B) shall state that such insurance policy shall not be
cancelled or revised without thirty days' prior to written notice thereof by the
insurer to the Agent. At any time that insurance at levels described in Schedule
7.8 is not being maintained by Holdings or any of its Subsidiaries, Borrowers
will notify the Lenders in writing within five Business Days thereof and, if
thereafter notified by Agent or the Required Lenders to do so, Borrowers or any
such Subsidiary, as the case may be, shall obtain insurance at such levels at
least equal to those set forth on Schedule 7.8. The provisions of this Section
7.8 shall be deemed to be supplemental to, but not duplicative of, the
provisions of any of the Security Documents that require the maintenance of
insurance.

                  Section 7.9. Environmental Laws.

                  (a)   Holdings will, and will cause each of its Subsidiaries
to, comply with, and cause its Subsidiaries to comply with, and, in each case
take reasonable steps to ensure compliance by all tenants and subtenants, if
any, with, all applicable Environmental Laws and obtain and comply in all
material respects with and maintain, and take reasonable steps to ensure that
all tenants and subtenants obtain and comply in all material respects with and
maintain, any and all licenses, approvals, notifications, registrations or
permits required by applicable Environmental Law except to the extent that in
the case of any of the foregoing, failure to do so would not reasonably be
expected to have a Material Adverse Effect;

                  (b)   Holdings will, and will cause each of its Subsidiaries
to, conduct and complete all investigations, studies, sampling and testing, and
all remedial, removal and other actions required under Environmental Laws and
promptly comply in all material respects with all lawful orders, directives and
information requests of all Governmental Authorities regarding Environmental
Laws except to the extent that any of the same are being contested in good faith
by appropriate proceedings and the pendency of such proceedings would not
reasonably be expected to have a Material Adverse Effect; and



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                  (c)   Borrowers agree to jointly and severally defend,
indemnify and hold harmless Agent and the Lenders, and their respective
employees, agents, officers, trustees and directors, from and against any and
all claims, demands, penalties, fines, liabilities, settlements, damages, costs
and expenses of whatever kind or nature known or unknown, contingent or
otherwise, arising out of, or in any way relating to the violation of,
noncompliance with or liability under, any Environmental Law applicable to the
operations of Holdings, any of its Subsidiaries or their respective properties,
or any orders, requirements or demands of Governmental Authorities related
thereto, including, without limitation, reasonable attorneys' and consultants'
fees, investigation and laboratory fees, costs arising from any Remedial Action,
court costs and litigation expenses, except to the extent that any of the
foregoing resulted primarily from the gross negligence, bad faith or willful
misconduct of the party seeking indemnification therefor. The agreements in this
Section 7.9(c) shall survive the termination of this Agreement and the repayment
of the Notes and all other Obligations.

                  Section 7.10. Interest Rate Protection. Borrowers will, no
later than ninety (90) days following the Closing Date, enter into and maintain
arrangements reasonably acceptable to Agent which have the effect of
establishing a fixed or maximum interest rate acceptable to Agent and the
Required Lenders for an aggregate notional principal amount of Indebtedness
equal to at least $110,000,000 for a period of at least three (3) years.

                  Section 7.11. Use of Proceeds. Borrowers will use all proceeds
of the Loans as provided in Section 6.8.

                  Section 7.12. Additional Security; Further Assurances.

                  (a)   Agreement to Grant Additional Security. Promptly, and in
any event within 30 days after the acquisition by Holdings, any Borrower or any
Subsidiary of assets or real or personal property that would have constituted
Collateral on the Closing Date and investments of the type that would have
constituted Collateral on the Closing Date (the "Additional Collateral"),
Holdings and Borrowers will take, or will cause their Subsidiaries to take, all
necessary action, including (i) the filing of appropriate financing statements
under the provisions of the UCC, applicable domestic or local laws, rules or
regulations in each of the offices where such filing is necessary or appropriate
and (ii) with respect to owned real property, the execution of a mortgage, the
obtaining of Mortgage Policies, title surveys and real estate appraisals (or
with respect to material leased real property, Landlord Consents) satisfying all
Requirements of Law, to grant Collateral Agent a perfected Lien in such
Collateral pursuant to and to the full extent required by the Security Documents
and this Agreement.

                  (b)   Additional Subsidiary Guarantors. Holdings and each
Borrower agree to cause each new Domestic Subsidiary established or created in
accordance with Section 8.16 (a "New Domestic Subsidiary") to execute and
deliver the Subsidiary Guaranty or such other guaranty of all Obligations and
all obligations under Interest Rate Agreements and Other Hedging Agreements in
form and substance reasonably satisfactory to Agent.

                  (c)   Pledge of New Subsidiary Stock. Holdings and Borrowers
agree to pledge, or to cause their Subsidiaries to pledge, (i) all of the
Capital Stock of each new Domestic Subsidiary and (ii) 65% of all Capital Stock
of each new direct Foreign Subsidiary established or



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created to Collateral Agent for the benefit of the Secured Creditors pursuant to
the Pledge Agreement.

                  (d)   Grant of Security by New Domestic Subsidiaries. Holdings
and Borrowers will cause each new Domestic Subsidiary established or created in
accordance with Section 8.16 and which is required to execute and deliver the
Subsidiary Guaranty pursuant to Section 7.12(b) to grant to Collateral Agent a
first priority Lien on all property (tangible and intangible) of such Subsidiary
upon terms substantially similar to those set forth in the Security Documents as
appropriate, and reasonably satisfactory in form and substance to Agent.
Holdings and Borrowers shall cause each Subsidiary, at its own expense, to
execute, acknowledge and deliver, or cause the execution, acknowledgment and
delivery of, and thereafter register, file or record in any appropriate
governmental office, any document or instrument reasonably deemed by Agent to be
necessary or desirable for the creation and perfection of the foregoing Liens.
Holdings and Borrowers will cause each of its newly established Subsidiaries to
take all actions reasonably requested by Agent (including, without limitation,
the filing of UCC-1's) in connection with the granting of such security
interests.

                  (e)   Documentation for Additional Security. The security
interests required to be granted pursuant to this Section 7.12 shall be granted
pursuant to such security documentation (which shall be substantially similar to
the Security Documents already executed and delivered by the Credit Parties on
the Closing Date) reasonably satisfactory in form and substance to Agent and
shall constitute valid and enforceable perfected security interests prior to the
rights of all third Persons and subject to no other Liens except Permitted
Liens. The Additional Security Documents and other instruments related thereto
shall be duly recorded or filed in such manner and in such places and at such
times as are required by law to establish, perfect, preserve and protect the
Liens, in favor of Collateral Agent for the benefit of the Secured Creditors,
required to be granted pursuant to the Additional Security Document and, all
taxes, fees and other charges payable in connection therewith shall be paid in
full by Borrowers. At the time of the execution and delivery of the Additional
Security Documents, Holdings and Borrowers shall cause to be delivered to the
Collateral Agent such agreements, certificates, customary opinions of counsel,
Mortgage Policies and other related documents as may be reasonably requested by
Agent to assure themselves that this Section 7.12 has been complied with.

                  (f)   Foreign Subsidiaries Security. If following a change in
the relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for
Borrowers reasonably acceptable to Agent does not within 30 days after a request
from Agent or the Required Lenders deliver evidence, in form and substance
reasonably satisfactory to Agent, with respect to any Foreign Subsidiary which
has not already had all of its stock pledged pursuant to the Pledge Agreement
that a pledge of 66-2/3% or more (in the case of any direct Foreign Subsidiary)
or all (in the case of any indirect Foreign Subsidiary) of the total combined
voting power of all classes of capital stock of such Foreign Subsidiary entitled
to vote, would cause the undistributed earnings of such Foreign Subsidiary as
determined for Federal income tax purposes to be treated as a deemed dividend to
such Foreign Subsidiary's United States parent for Federal income tax purposes,
then that portion of such Foreign Subsidiary's outstanding capital stock not
theretofore pledged pursuant to the Pledge Agreement shall be pledge to the
Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge
Agreement (or another pledge agreement in substantially similar form, if



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needed), to the extent that entering into such Pledge Agreement is permitted by
the laws of the respective foreign jurisdiction and with all documents delivered
pursuant to this Section 7.12 to be in form and substance reasonably
satisfactory to Agent.

                  Section 7.13. End of Fiscal Years; Fiscal Quarters. Holdings
will cause each of its and its Subsidiaries' annual accounting reporting periods
to end on the Friday nearest December 31 of each year (each a "Fiscal Year"),
with quarterly accounting reporting periods ending on the Friday nearest March
31, June 30, September 30 and December 31 of each Fiscal Year (each a "Fiscal
Quarter").

                  Section 7.14. Y2K. Holdings and Borrowers shall take all
actions reasonably necessary and commit adequate resources to assure that its
computer-based and other systems (and those of all Subsidiaries) are able to
effectively process dates, including dates before, on and after January 1, 2000,
without experiencing any Y2K Problem that could reasonably be expected to have a
Material Adverse Effect. At the reasonable request of Agent, Holdings and
Borrowers will provide the Lenders with assurances and substantiations
(including, but not limited to, the results of internal or external audit
reports prepared in the ordinary course of business) reasonably acceptable to
the Lenders as to the capability of Holdings, Borrowers and their Subsidiaries
to conduct its and their businesses and operations before, on and after January
1, 2000 without experiencing a Y2K Problem which would reasonably be expected to
have a Material Adverse Effect.

                  Section 7.15. Vanke Redemption. Holdings will cause LISN
Holdings to consummate the Vanke Redemption on or prior to January 3, 2000
pursuant to Section 5.7 of the LISN Recapitalization Agreement as in effect on
the Closing Date, and cause all of the Vanke Shares to be permanently cancelled
such that the shares of LISN Holdings common stock delivered to the Collateral
Agent on the Closing Date and pledged under the Pledge Agreement shall
constitute all of the issued and outstanding shares of Capital Stock of LISN
Holdings from and after the consummation of the Vanke Redemption.

                  Section 7.16. Ownership of Subsidiaries. Holdings will at all
times prior to the LISN Mergers directly own 100% of the outstanding Capital
Stock of each of LISN Holdings (except solely with respect to the Vanke Shares
prior to the consummation at the Vanke Redemption) and NATG, and LISN Holdings
will at all times prior to the LISN Mergers directly own 100% of the outstanding
Capital Stock of LISN. Holdings will at all times after the LISN Mergers
directly own 100% of the outstanding Capital Stock of NATG. Borrowers will
directly or indirectly own 100% of the Capital Stock of each other Subsidiary of
Holdings.

                  Section 7.17. LISN Mergers. Holdings will effect and will
cause its applicable Subsidiaries to effect the LISN Mergers prior to January
30, 2000.

                  Section 7.18. Waiver to Existing Turnkey Agreements. Promptly,
and in any event within thirty (30) days following the Closing Date, Holdings
and Borrowers will begin to use their commercially reasonable efforts to obtain
executed waivers, with terms and conditions reasonably satisfactory to Agent, to
the existing turnkey agreements with TCI and its Affiliates to permit the Liens
created by the Loan Documents with respect to the property secured by such
turnkey agreements.




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                                  ARTICLE VIII
                               NEGATIVE COVENANTS

                  Holdings and Borrowers hereby covenant and agree that, so long
as any of the Commitments remain in effect or any Loan, LC Obligation or
Rollover LC Obligation remains outstanding and unpaid or any other amount is
owing to any Lender or Agent hereunder (but excluding any unasserted contingent
and indemnification obligations which by their terms expressly survive the
termination hereof):

Section 8.1. Liens. Holdings will not, and will not permit any of its
Subsidiaries to (i) create, incur, assume or suffer to exist or agree to create,
incur or assume any Lien in, upon or with respect to any of Holdings' or any of
its Subsidiaries' properties or assets (including, without limitation, any
securities or debt instruments of any of its Subsidiaries), whether now owned or
hereafter acquired, or assign or otherwise convey any right to receive income to
secure any obligation; (ii) take, cause or permit to be taken or cause any
action to be taken, which could create a Lien (other than a Lien permitted under
this Section), or suffer to exist any Lien (other than a Lien permitted under
this Section), on the Capital Stock of any Borrower or any Subsidiary of
Holdings or any Borrower which would require the sharing of an interest in such
capital stock with any Person; or (iii) enter into or assume any agreement
containing a negative pledge which would require a sharing of an interest in any
Collateral or any Mortgaged Property or prohibits or limits the grant of any
such interest, except for the following Liens (herein referred to as "Permitted
Liens"):

                  (a) Liens created by the Loan Documents or permitted by the
Security Documents;

                  (b) Customary Permitted Liens;

                  (c) Liens existing on the Closing Date and listed on Schedule
8.1(c) hereto securing Indebtedness to Remain Outstanding which is listed on
Schedule 6.5(d) hereto;

                  (d) Liens in favor of TCI or any of its Affiliates securing
advances made to any Borrower or any of its Subsidiaries pursuant to turnkey
agreements entered into in the ordinary course of business with TCI or any of
its Affiliates, provided that (i) such Liens shall only attach to property
(including proceeds thereof) which is purchased by the applicable advance and
shall automatically terminate when the applicable advance has been fully paid,
and (ii) Liens created by the Loan Documents in favor of the Collateral Agent
shall not be prohibited by any such turnkey agreement entered into after the
Closing Date;

                  (e) Liens relating solely to assets to be sold in any Asset
Disposition as permitted under Section 8.6(e); and

                  (f) additional Liens incurred by Borrowers and their
Subsidiaries which do not secure Indebtedness for money borrowed so long as the
value of the property subject to such Liens, and the Indebtedness and other
obligations secured thereby, do not exceed $3,000,000.

                  If requested by a lender of Purchase Money Indebtedness in
connection with an extension of credit to any Borrower or any Subsidiary which
is otherwise permitted by this

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Agreement, any lien or security interest of Agent or Collateral Agent for the
benefit of the Lenders in or upon the asset(s) being acquired by such Borrower
or Subsidiary and financed by such lender of Purchase Money Indebtedness may be
expressly subordinated to the lien or security interest therein of such lender
of Purchase Money Indebtedness on terms and conditions reasonably acceptable to
Agent and such lender of Purchase Money Indebtedness, which terms may include an
agreement by Agent or Collateral Agent not to foreclose upon the asset(s) being
financed by the lender of Purchase Money Indebtedness without the prior written
consent of such lender of Purchase Money Indebtedness, and the Lenders hereby
severally authorize Agent and Collateral Agent to enter into such an agreement.

                  Section 8.2. Indebtedness. Holdings will not, and will not
permit any of its Subsidiaries to, incur, create, assume directly or indirectly,
or suffer to exist any Indebtedness except:

                  (a) Indebtedness incurred pursuant to this Agreement and the
other Loan Documents;

                  (b) unsecured Indebtedness of Holdings evidenced by the Junior
Subordinated Notes as in existence on the Closing Date in an initial aggregate
principal amount not to exceed $139,100,000, as reduced by any repayments of
principal thereof;

                  (c) unsecured Indebtedness of Holdings evidenced by additional
Junior Subordinated Notes issued after the Closing Date to existing stockholders
of Holdings as of the Closing Date and their affiliates and/or to managers,
employees and directors of Holdings or any of its Subsidiaries (each such
Person, an "Orius Holder" and, collectively, the "Orius Holders"), the proceeds
of which are used solely as consideration paid in connection with any Permitted
Acquisition, or issued to any seller pursuant to a Permitted Acquisition,
provided that (i) no Event of Default or Unmatured Event of Default exists at
the time of issuance thereof or will result therefrom, (ii) the principal amount
of any such Junior Subordinated Notes issued to any Orius Holder shall not
exceed thirty-eight percent (38%) of the total equity contribution (including
such Junior Subordinated Notes) being made by such Orius Holder at the time of
issuance thereof, and (iii) the aggregate principal amount of all Junior
Subordinated Notes issued after the Closing Date pursuant to this clause (c)
shall not exceed $25,000,000, as reduced by any repayment of principal thereof;

                  (d) unsecured Indebtedness of Borrowers incurred pursuant to
the Bridge Loan Documents, as reduced by any repayments of principal thereof;

                  (e) unsecured Indebtedness of Borrowers (and any Subsidiary
which becomes a co-obligor) in an aggregate principal amount up to $150,000,000
(as reduced by any repayment of principal thereof) evidenced by unsecured Senior
Subordinated Notes and issued pursuant to a Senior Subordinated Note Indenture,
in each case on terms and conditions no more restrictive than the Bridge Loan
Documents when taken as a whole, the proceeds of such Senior Subordinated Notes
being used by Borrowers (i) to refinance in whole Borrowers' Indebtedness owing
under the Bridge Loan Documents (including accrued interest, make-whole premium
and any related costs and expenses), (ii) to repay the outstanding principal
amount of the Term B

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Loans in accordance with Section 4.4(h) and applied in accordance with Section
4.5, and (iii) to pay fees, costs and expenses in connection with the issuance
of the Senior Subordinated Notes;

                  (f) Indebtedness outstanding on the Closing Date (other than
the Junior Subordinated Notes and the Bridge Loan Notes) and listed on Schedule
6.5(d) hereto and any Indebtedness resulting from the refinancing of any such
Indebtedness; provided, however, that (i) the principal amount of any such
refinancing Indebtedness (as determined as of the date of the incurrence of such
refinancing Indebtedness in accordance with GAAP) does not exceed the principal
amount of the Indebtedness refinanced thereby on such date plus the amount of
(A) any contractually stated call and/or redemption premium, if any, and (B) any
transaction fees, in each case, paid in connection with the refinancing of such
outstanding Indebtedness, (ii) the Weighted Average Life to Maturity of such
Indebtedness is not decreased (to the extent such Weighted Average Life to
Maturity precedes the Term B Loan Maturity Date) and, to the extent the final
maturity is later than the Term B Loan Maturity Date, the aggregate principal
payments prior to the Term B Loan Maturity Date are not increased, (iii) the
obligor(s) with respect to such refinancing Indebtedness are the same Persons
which are obligors with respect to the Indebtedness refinanced thereby, and (iv)
in the case of any such refinancing Indebtedness, (A) the covenants, defaults
and similar provisions applicable to such refinancing Indebtedness or
obligations are no more restrictive in any material respect than the provisions
contained in this Agreement and do not conflict with, or cause a breach of, any
provision of this Agreement or any other Loan Document and (B) such refinancing
Indebtedness is otherwise upon terms and subject to definitive documentation
which is in form and substance reasonably satisfactory to Agent;

                  (g) Indebtedness of Borrowers or any of their Subsidiaries
under Interest Rate Agreements entered into to protect any Borrower or any of
its Subsidiaries against fluctuations in interest rate in respect of the
Obligations and Indebtedness under Other Hedging Agreements providing protection
against fluctuations in currency values or in the price of commodities and raw
materials in connection with any Borrower's or any of their Subsidiaries'
operations so long as management of such Borrower or such Subsidiary, as the
case may be, has determined that the entering into of such Other Hedging
Agreements are bona fide hedging activities;

                  (h) unsecured Indebtedness of any Borrower or any Subsidiary
Guarantor owing to one another, provided that all such Indebtedness owing by any
Borrower or any Subsidiary Guarantor shall be subordinated to the Obligations in
a manner reasonably satisfactory to Agent and evidenced by one or more
promissory notes in form and substance reasonably acceptable to Agent, which
promissory notes shall be pledged to the Collateral Agent pursuant to the Pledge
Agreement;

                  (i) Indebtedness of any Borrower or any of its Subsidiaries
consisting of (i) Capitalized Lease Obligations and/or (ii) debt incurred to
finance the cost (including the cost of construction) of acquisition of property
("Purchase Money Indebtedness"), provided the aggregate principal amount of all
Indebtedness described in clauses (i) and (ii) shall not exceed (x) $1,000,000
at any time outstanding prior to the Bridge Conversion Date and (y) $10,000,000
at any time outstanding thereafter (the "Purchase Money Basket");

                  (j) Guarantee Obligations permitted under Section 8.3;

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                  (k) unsecured Indebtedness of Holdings evidenced by additional
Junior Subordinated Notes issued after the Closing Date to Orius Holders, the
proceeds of which are not used as consideration for or in connection with any
Permitted Acquisition, provided that the principal amount of any such Junior
Subordinated Notes issued to any Orius Holder shall not exceed thirty-eight
percent (38%) of the total equity contribution (including such Junior
Subordinated Notes) being made by such Orius Holder at the time of issuance
thereof;

                  (l) unsecured Indebtedness of Holdings evidenced by Seller
Subordinated Notes issued after the Closing Date to any seller solely as
consideration for a Permitted Acquisition or for transactions permitted by
Section 8.5(b), provided that (A) no Event of Default or Unmatured Event of
Default exists at the issuance thereof or will result therefrom, (B) the
aggregate principal amount of all Seller Subordinated Notes issued after the
Closing Date pursuant to this clause (l) shall not exceed $15,000,000 at any
time outstanding, (C) in no event shall the aggregate outstanding principal
amount of all Seller Subordinated Notes, when added to the aggregate outstanding
principal amount of all Acquisition Loans, exceed $75,000,000 at any time prior
to the Bridge Conversion Date and (D) no principal payments (whether voluntary
or mandatory) may be made with respect to any Seller Subordinated Note unless
Holdings and its Subsidiaries may incur at least $1 of additional Indebtedness
immediately before and immediately after giving effect to such principal payment
under Section 7.01(b) of the Bridge Loan Agreement or any other similar
provision or Section of any agreement which replaces the Bridge Loan Agreement
or of the Senior Subordinated Indenture;

                  (m) Indebtedness of any Person acquired by any Borrower or any
Subsidiary in a Permitted Acquisition and assumed by any Borrower or any
Subsidiary pursuant to such Permitted Acquisition, provided that (i) immediately
after the consummation of such Permitted Acquisition and after giving effect
thereto on a pro forma basis, no Event of Default or Unmatured Event of Default
shall then exist, (ii) such Indebtedness was in existence prior to such
Permitted Acquisition and was not incurred in contemplation thereof, (iii) the
aggregate principal amount of such Indebtedness shall not exceed $10,000,000 at
any time outstanding, and (iv) such Indebtedness shall not be secured by any
Liens on any property of Holdings and its Subsidiaries except for Customary
Permitted Liens securing the property acquired in such Permitted Acquisition;

                  (n) customary earn-out obligations owing in connection with
any Permitted Acquisition or any acquisition consummated prior to the Closing
Date and described on Schedule 8.2(n) hereto;

                  (o) after the Bridge Conversion Date, unsecured Indebtedness
of Foreign Subsidiaries of any Borrower consisting of working capital lines of
credit in an aggregate amount not to exceed the dollar equivalent of $2,500,000
at any time outstanding; and

                  (p) additional unsecured Indebtedness of any Borrower or any
Subsidiary of any Borrower in an aggregate amount not to exceed (x) $250,000 at
any time outstanding prior to the Bridge Conversion Date and (y) $5,000,000 at
any time outstanding thereafter.

                  Section 8.3. Guaranties. Holdings will not, and will not
permit any of its Subsidiaries to, assume, guarantee or endorse (other than for
collection or deposit in the ordinary

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course of business), or otherwise become directly or contingently liable in
respect of, any obligation of any other Person, except, without duplication:

                  (a) guaranties by any Borrower or any Subsidiary of any
Borrower existing on the Closing Date and listed on Schedule 8.3 hereto;

                  (b) guaranties by any Borrower or any Subsidiary of any
Borrower of Indebtedness constituting Capitalized Leases or Purchase Money
Indebtedness of any Borrower or Subsidiary of any Borrower permitted by Section
8.2;

                  (c) the Bridge Loan Guaranties and any guaranties by Holdings,
LISN Holdings or any Subsidiary Guarantor of the Senior Subordinated Notes on
terms and conditions no more restrictive than the Bridge Loan Guaranties when
taken as a whole;

                  (d) customary indemnification provisions and purchase price
adjustments entered into in connection with any Permitted Acquisition or Asset
Dispositions permitted hereunder;

                  (e) performance, surety, bid, appeal or similar bonds arising
in the ordinary course of business;

                  (f) guaranties by any Borrower or any Subsidiary of any lease
or other contractual obligation not constituting Indebtedness entered into by
any Borrower or any Subsidiary in the ordinary course of business; and

                  (g) guaranties by any Borrower or any Subsidiary of any
Borrower in the ordinary course of business of such Borrower or such Subsidiary
of Indebtedness not exceeding (x) $250,000 in the aggregate at any time
outstanding prior to the Bridge Conversion Date and (y) $5,000,000 in the
aggregate at any time outstanding thereafter.

                  Section 8.4. Consolidation, Merger, Purchase or Sale of
Assets, etc. Holdings will not, and will not permit any of its Subsidiaries to,
wind-up, liquidate or dissolve any of their affairs or enter into any
transaction of merger, amalgamation or consolidation, or convey, sell, lease or
otherwise dispose of (or agree to do any of the foregoing at any future time
without the Agent's prior written consent) all or any part of its property or
assets, or enter into any Sale and Leaseback Transaction, or purchase or
otherwise acquire (in one or a series of related transactions) any part of the
property or assets (other than purchases or other acquisitions of inventory,
materials, equipment and intangible assets in the ordinary course of business)
of any Person, except that:

                  (a) each Borrower and its Subsidiaries shall be permitted to
make Capital Expenditures to the extent not in violation of Section 9.1;

                  (b) each Borrower and its Subsidiaries may: (i) in the
ordinary course of business, sell, lease or otherwise dispose of any assets
which, in the reasonable judgment of such Person, are obsolete, worn out or
otherwise no longer used or useful in the conduct of such Person's business; and
(ii) so long as no Event of Default or Unmatured Event of Default exists at the
time of the respective sale of assets or immediately after giving effect
thereto, sell or

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otherwise dispose of any assets or property (which may include interests in
Subsidiaries, provided that no part of the Capital Stock of any Subsidiary may
be sold pursuant to this clause (ii) unless all of the Capital Stock of the
respective Subsidiary is sold pursuant to such sale) with a Fair Market Value
not to exceed $5,000,000 in the aggregate during any Fiscal Year, provided that
(A) the sale price with respect to each such Asset Disposition shall not be less
than the Fair Market Value of such asset or assets sold, (B) at least
eighty-five percent (85%) of such sale price shall be paid in Cash or Cash
Equivalents (and treating as Cash for this purpose the trade-in or exchange
value of any item of equipment that is being sold to the extent that a new item
of equipment is being purchased as part of such transaction), and (C) the Net
Sale Proceeds from such sale or disposition are applied to repay Loans to the
extent required by Section 4.4(c);

                  (c) Investments may be made to the extent permitted by Section
8.8;

                  (d) each Borrower and its Subsidiaries may enter into leases
(as lessee) in the ordinary course of business, including Capitalized Leases to
the extent permitted by Section 8.2(i);

                  (e) each Borrower and its Subsidiaries may make sales or
transfers of inventory in the ordinary course of business and consistent with
past practices; (f) each Borrower and its Subsidiaries may sell or discount, in
each case without recourse and in the ordinary course of business, accounts
receivable arising in the ordinary course of business (x) which are overdue, or
(y) which such Borrower may reasonably determine are difficult to collect but
only in connection with the compromise or collection thereof consistent with
customary industry practice (and not as part of any bulk sale or financing of
receivables);

                  (g) the LISN Mergers may be consummated following the Vanke
Redemption and any Subsidiary of any Borrower may merge or consolidate with or
into (i) any Borrower so long as Borrower is the surviving Person or (ii)
another Wholly-Owned Subsidiary of any Borrower which is a Subsidiary Guarantor
so long as a Wholly-Owned Subsidiary which is a Subsidiary Guarantor is the
surviving Person;

                  (h) each Borrower and its Subsidiaries may acquire inventory
and other assets in the ordinary course of business;

                  (i) Any Subsidiary of any Borrower may be dissolved or
liquidated into such Borrower or any Wholly-Owned Subsidiary of such Borrower
which is a Subsidiary Guarantor, and any Subsidiary of any Borrower may sell,
lease, transfer or otherwise dispose of any or all of its assets to such
Borrower or any Wholly-Owned Subsidiary of such Borrower which is a Subsidiary
Guarantor;

                  (j) Holdings and its Subsidiaries may consummate the
Transactions as of the Closing Date pursuant to the Transaction Documents;

                  (k) any Borrower or any of its Subsidiaries may acquire (other
than through an unsolicited public offer) assets constituting all or
substantially all of a business, business unit, division or product line of any
Person not already a Subsidiary of a Borrower (a "Target") or all

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of the Capital Stock of any such Person (including any such acquisition by way
of merger or consolidation) to the extent such acquired Person or the surviving
entity of such merger or consolidation is or becomes a Credit Party and executes
the Additional Security Documents and takes such other actions as are required
in Section 7.12 (any such acquisition permitted by this clause (k) or otherwise
consented to in writing by the Required Lenders, a "Permitted Acquisition"),
provided that (i) no Event of Default or Unmatured Event of Default then exists
(both before and after giving effect to such Permitted Acquisition), (ii)
Holdings and its Subsidiaries shall be in compliance, on a pro forma basis after
giving effect to such Permitted Acquisition, with the covenants contained in
Article IX recomputed as of the last day of the most recently ended Fiscal
Quarter of Holdings as if such Permitted Acquisition had occurred on the first
day of each relevant period for testing such compliance, (iii) the business or
Person acquired pursuant to such Permitted Acquisition is engaged in the same or
substantially similar line of business as conducted by Borrowers and their
Subsidiaries as of the Closing Date, (iv) the business or Person acquired
pursuant to such Permitted Acquisition had positive pro forma Consolidated
EBITDA for the full twelve month period last ended prior to the consummation of
such Permitted Acquisition, (v) the most recent drafts of all material
documentation governing such Permitted Acquisition shall be delivered to Agent
and its counsel in advance of the consummation of such Permitted Acquisition and
shall be reasonably acceptable to Agent, (vi) the only consideration paid in
connection with such Permitted Acquisition (including any deferred payments,
whether in the form of purchase price adjustments, earn-out payments or
otherwise) consists of cash, Holdings Common Stock, Junior Subordinated Notes,
Seller Subordinated Notes and/or Permitted Holdings Preferred Stock
(collectively, "Acquisition Consideration"), (vii) no more than 90% of the
Acquisition Consideration for such Permitted Acquisition consists of cash,
(viii) no more than 38% of the Acquisition Consideration for such Permitted
Acquisition consisting of Holdings Common Stock, Junior Subordinated Notes
and/or Permitted Holdings Preferred Stock is in the form of Junior Subordinated
Notes, (ix) the aggregate amount of Acquisition Consideration (as such value,
including future earn-out obligations, is determined in good faith by the board
of directors of Holdings in a resolution delivered to Agent) for any such
Permitted Acquisition (or series of related acquisitions) shall not exceed
$25,000,000 and for all such Permitted Acquisitions shall not exceed
$150,000,000, (x) the Total Available Revolving Commitment is equal to or
greater than $5,000,000 both before and immediately after giving effect to such
Permitted Acquisition, (xi) no more than fifteen (15) Permitted Acquisitions may
be consummated after the Closing Date and (xii) Borrowers deliver an officer's
certificate to Agent certifying on behalf of Borrowers as to compliance with the
requirements of this clause (k) and containing detailed calculations
satisfactory to Agent required pursuant to clauses (ii), (iv), (vii), (viii) and
(ix), above. Pro forma calculations made pursuant to clauses (ii) and (iv) above
may include adjustments (the "Pro Forma Adjustments") to eliminate the effect of
any non-recurring expenses or income with respect to Holdings and its
Subsidiaries or any acquired Person or assets on Consolidated EBITDA, as
determined reasonably and in good faith by the chief financial officer of
Holdings on behalf of Borrowers and approved by the board of directors of
Holdings, as set forth in an officer's certificate delivered to Agent setting
forth in reasonable detail the basis for such adjustments and reasonably
acceptable by Agent;

                  (l) the liquidation of any Cash Equivalents; and

                  (m) the cancellation of any promissory notes permitted by
Section 8.8(l).

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                  Section 8.5. Dividends or Other Distributions. Holdings will
not, and will not permit any of its Subsidiaries to, either: (i) declare or pay
any dividend or make any distribution on or in respect of its Capital Stock
("Dividend") or to the direct or indirect holders of its Capital Stock (except
dividends or distributions payable solely in such Capital Stock or in options,
warrants or other rights to purchase such Capital Stock and except dividends or
distributions payable to any Borrower or a Wholly-Owned Subsidiary of any
Borrower that is a Subsidiary Guarantor); or (ii) purchase, redeem or otherwise
acquire or retire for value any Capital Stock of Holdings or any of its
Subsidiaries (any such dividend, distribution, purchase, redemption, repurchase,
defeasance, other acquisition, retirement or Investment being hereinafter
referred to as a "Restricted Payment"); provided, however, that, during such
time as no Event of Default or Unmatured Event of Default has occurred and is
continuing or would result therefrom (other than with respect to clauses (a) and
(d) below):

                  (a) any Subsidiary of Borrower may pay dividends to Borrower
or any Wholly-Owned Subsidiary of Borrower that is a Subsidiary Guarantor, and
Holdings may distribute shares of its Common Stock to holders of the same or
another class of its Common Stock as a stock dividend or in connection with a
stock split;

                  (b) Holdings may make payments (whether in cash or through the
issuance of Seller Subordinated Notes pursuant to Section 8.2(l)) with respect
to stock option plans and stock appreciation rights programs of Holdings and
repurchase options and with respect to the repurchase of Holdings Common Stock,
Holdings Preferred Stock and Junior Subordinated Notes upon the termination of
employment, death, permanent disability or retirement of its employees or
management (and Borrowers and LISN Holdings may pay dividends to Holdings solely
to allow Holdings to make such payments or repurchases) provided, that the
aggregate amount expended or incurred by Holdings pursuant to this clause (b)
shall not exceed (i) $1,000,000 in any Fiscal Year of Holdings or (ii)
$5,000,000 from and after the Closing Date;

                  (c) Borrowers and LISN Holdings may pay dividends to LISN
Holdings and Holdings solely for the purpose of allowing Holdings to pay up to
forty percent (40%) of the interest on the Junior Subordinated Notes pursuant to
the terms and subject to the conditions (including, without limitation, the
subordination provisions) of the Junior Subordinated Notes, provided that (i)
such dividends may only be paid on the date when an interest payment is due
(including, without limitation, payments permitted by the terms of the Junior
Subordinated Notes after the cure of a default and the termination of any
blockage period) and only in the amount of such interest payment when due, (ii)
no such dividends may be paid to or by LISN Holdings until such time as LISN
Holdings is a Wholly-Owned Subsidiary of Holdings and (iii) commencing of the
fifth anniversary of the Closing Date, additional interest (and related
dividends as described above) may be paid on the Junior Subordinated Notes
pursuant to Section 1(b) of the Junior Subordinated Notes in an aggregate amount
not exceeding the sum of (A) $15,000,000 plus (B) the Borrowers' Portion of
Excess Cash Flow, if positive;

                  (d) Borrowers and LISN Holdings may pay cash dividends to LISN
Holdings and Holdings solely for the purpose of paying, so long as the proceeds
thereof are promptly used by Holdings to pay, franchise taxes and federal, state
and local income taxes and interest and penalties with respect thereto, if any,
payable by Holdings or LISN Holdings, provided that (A) any refund shall be
promptly returned by Holdings or LISN Holdings to Borrowers and (B) no

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such dividends may be paid to or by LISN Holdings until such time as LISN
Holdings is a Wholly-Owned Subsidiary of Holdings; and

                  (e) Borrowers and LISN Holdings may pay dividends to LISN
Holdings and Holdings solely for the purpose of allowing Holdings to pay
interest on the Seller Subordinated Notes in an amount up to ten percent (10%)
per annum of the aggregate outstanding principal amount of the Seller
Subordinated Notes pursuant to the terms and subject to the conditions
(including, without limitation, the subordination provisions) of the Seller
Subordinated Notes, provided that (i) such dividends may only be paid on the
date when an interest payment is due (including, without limitation, payments
permitted by the terms of the Seller Subordinated Notes after the cure of any
default and the termination of any blockage period) and only in the amount of
such interest payment when due and (ii) no such dividends may be paid to or by
LISN Holdings until such time as LISN Holdings is a Wholly-Owned Subsidiary of
Holdings.

                  Section 8.6. Limitation on Certain Restrictions on
Subsidiaries. Holdings will not, and will not permit any of its Subsidiaries to
create or otherwise cause or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Borrower or any Subsidiary of
any Borrower to (i) pay dividends or make any other distributions on its Capital
Stock or pay any Indebtedness or other obligation owed to any Borrower or any of
its other Subsidiaries, (ii) make any loans or advances to any Borrower or any
of its other Subsidiaries, or (iii) transfer any of its property or assets to
any Borrower or any of its other Subsidiaries, except:

                  (a) any encumbrance or restriction pursuant to an agreement in
effect at or entered into on the Closing Date and reflected on Schedule 8.6(a)
hereto or pursuant to the Senior Subordinated Documents or the Bridge Loan
Documents;

                  (b) any encumbrance or restriction with respect to a
Subsidiary of a Borrower pursuant to an agreement relating to any Indebtedness
issued by such Subsidiary on or prior to the date on which such Subsidiary
became a Subsidiary of such Borrower or was acquired by such Borrower (other
than Indebtedness issued as consideration in, or to provide all or any portion
of the funds utilized to consummate, the transaction or series of related
transactions pursuant to which such Subsidiary became a Subsidiary or was
acquired by such Borrower) and outstanding on such date;

                  (c) any such encumbrance or restriction consisting of
customary non-assignment provisions in leases or licenses governing leasehold
interests or licenses, as applicable, to the extent such provisions restrict the
transfer of the lease or license, as applicable;

                  (d) in the case of clause (iii) above, Permitted Liens or
other restrictions contained in security agreements securing Indebtedness
permitted hereby to the extent such restrictions restrict the transfer of the
property subject to such security agreements; and

                  (e) any encumbrance or restriction relating solely to assets
to be sold in any Asset Disposition permitted hereunder and arising pursuant to
any sale agreement entered into in connection with such Asset Disposition.

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                  Section 8.7. Issuance of Capital Stock.

                  (a) Holdings will not issue (i) any preferred stock other than
Permitted Holdings Preferred Stock or (ii) any redeemable common stock.

                  (b) Holdings will not permit any Subsidiary of Holdings to
issue any Capital Stock (including by way of sales of treasury stock) or any
options or warrants to purchase, or securities convertible into, Capital Stock,
except (i) for transfers and replacements of the then outstanding shares of
Capital Stock, (ii) for stock splits, stock dividends and additional issuances
which do not decrease the percentage ownership of Holdings or any of its
Subsidiaries in any class of the Capital Stock of LISN Holdings, Borrowers or
such Subsidiary, (iii) in the case of Foreign Subsidiaries of Borrowers, to
qualify directors to the extent required under applicable law and (iv)
Subsidiaries of Borrowers formed after the Closing Date pursuant to Section 8.16
may issue Capital Stock to Borrowers or the respective Subsidiary of Borrowers
which owns such Capital Stock in accordance with the requirements of Section
7.16. All Capital Stock issued in accordance with this Section 8.7(b) shall, to
the extent required by the Pledge Agreement, be delivered to the Collateral
Agent and pledged pursuant to the Pledge Agreement.

                  Section 8.8. Loans and Investments. Holdings will not, and
will not permit any of its Subsidiaries to make any loans or make or own any
Investments except that:

                  (a) Borrowers and their Subsidiaries may acquire and hold Cash
and Cash Equivalents;

                  (b) Borrowers and their Subsidiaries may hold the Investments
existing on the Closing Date (other than existing Investments described in
Section 8.8(m)) and identified on Schedule 8.8, without giving effect to any
additions thereto;

                  (c) Borrowers and their Subsidiaries may acquire and hold
Investments (including debt obligations) received in connection with the
bankruptcy or reorganization of suppliers and customers and in settlement of
delinquent obligations of, and other disputes with, customers and suppliers
arising in the ordinary course of business;

                  (d) Borrowers and their Subsidiaries may enter into Interest
Rate Agreements and Other Hedging Agreements as permitted under Section 8.2;

                  (e) Borrowers and their Subsidiaries may make deposits made in
the ordinary course of business consistent with past practices to secure the
performance of leases;

                  (f) Borrowers and their Subsidiaries may incur guarantees
permitted by Section 8.3;

                  (g) Borrowers and their Subsidiaries may make loans to
officers, directors and employees of a Borrower and its Subsidiaries not to
exceed $1,000,000 in the aggregate at any time outstanding;

                  (h) any Borrower and any Subsidiary Guarantor may make
intercompany loans pursuant to Section 8.2(h) and any Borrower may make
Investments in any Subsidiary

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Guarantor and any Subsidiary Guarantor may make Investments in any other
Subsidiary Guarantor;

                  (i) Borrowers and their Subsidiaries may make Permitted
Acquisitions in accordance with Section 8.4(k);

                  (j) Borrowers and their Subsidiaries may hold Investments
consisting of non-cash consideration received in connection with a sale of
assets permitted under Section 8.4(b);

                  (k) Holdings and its Subsidiaries may consummate the
Transactions pursuant to the Transaction Documents;

                  (l) Holdings may hold promissory notes issued by any officer,
director or employee of Holdings or any Subsidiary of Holdings solely as
consideration for the purchase of Capital Stock and Junior Subordinated Notes
issued by Holdings; and

                  (m) Borrowers and their Subsidiaries may hold Investments in
and make loans and advances to women/minority business enterprises in an
aggregate amount not to exceed $5,000,000 at any time outstanding.

                  Section 8.9. Transactions with Affiliates. Holdings will not,
and will not permit any of its Subsidiaries to, conduct any business or enter
into any transaction or series of similar transactions (including the purchase,
sale, lease or exchange of any property or the rendering of any service) with
any Affiliate of Holdings or any of its Subsidiaries or any legal or beneficial
owner of 10% or more of any class of Capital Stock of Holdings or any of its
Subsidiaries or with any Affiliate of such owner (other than a Wholly-Owned
Subsidiary of a Borrower which is a Subsidiary Guarantor) unless the terms of
such business, transaction or series of transactions are (i) as favorable to
Borrower or such Subsidiary as terms that would be obtainable at the time for a
comparable transaction or series of similar transactions in arm's-length
dealings with an unrelated third person or, if such transaction is not one which
by its nature could be obtained from such person, is on fair and reasonable
terms and (ii) are in the ordinary course of business or, if not in the ordinary
course of business, are set forth in writing and a disinterested majority of the
board of directors of such Borrower or such Subsidiary, as the case may be, has
determined in good faith that such business or transaction or series of
transactions meets the applicable criteria set forth in clause (i) above;
provided, however, that the following shall be permitted: (A) reasonable fees
and compensation paid to and indemnity provided on behalf of, officers,
directors, employees, agents or consultants of Holdings or any of its
Subsidiaries as determined in good faith by Holdings' board of directors or
senior officers; (B) any agreement as in effect as of the Closing Date or any
amendment thereto or any transaction contemplated thereby (including pursuant to
any amendment thereto) in any replacement agreement thereto so long as any such
amendment or replacement agreement is not more disadvantageous to Holdings or
any of its Subsidiaries, as the case may be, in any material respect than the
original agreement as in effect on the Closing Date; (C) any issuance of
securities or other payments, awards or grants in cash, securities or otherwise
pursuant to, or the funding of, employment arrangements, stock options and stock
ownership plans of Holdings entered into in the ordinary course of business and
approved by Holdings' board of directors; (D) the payment of reasonable
out-of-pocket expenses of WSP to the extent actually incurred; (E)

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loans and advances to employees and officers of Holdings and its Subsidiaries in
the ordinary course of business for bona fide business purposes not in excess of
$1,000,000 at any time outstanding; (F) indemnification agreements provided for
the benefit of Holdings or any of its Subsidiaries from officers, directors or
employees of Holdings or any Subsidiaries; (G) the issuance and acceptance of
promissory notes pursuant to Section 8.8(l); (H) transactions permitted under
Section 8.5; (I) the cancellation of any promissory note as permitted under
Section 8.4(m); and (J) the payment by Holdings to Jack Reich for consulting
services to the extent actually rendered in an amount not to exceed $25,000 per
month. All affiliate transactions (and each series of related affiliate
transactions which are similar or part of a common plan) involving aggregate
payments or other property with a fair market value in excess of $1,000,000
shall be approved by the board of directors of Holdings or such Subsidiary, as
the case may be, such approval to be evidenced by a resolution stating that such
board of directors has determined that such transaction complies with the
foregoing provisions. If Holdings or any of its Subsidiaries enters into an
affiliate transaction (or a series of related affiliate transactions related to
a common plan) that involves an aggregate fair market value of more than
$10,000,000, Holdings or such Subsidiary, as the case may be, shall, prior to
the consummation thereof, obtain a favorable opinion as to the fairness of such
transaction or series of related transactions to Holdings or the relevant
Subsidiary, as the case may be, from a financial point of view, from an
independent financial advisor and file the same with the Agent.

                  Section 8.10. Sale-Leasebacks. Holdings will not, and will not
permit any Subsidiary to lease any property as lessee in connection with a Sale
and Leaseback Transaction entered into after the Closing Date.

                  Section 8.11. Intentionally Omitted.

                  Section 8.12. Lines of Business.

                  (a) Holdings will not, and will not permit any Subsidiary to,
engage in any business or business activity except in the same or substantially
similar lines of business (including incidental activities) as are conducted by
them as of the Closing Date.

                  (b) Holdings will engage in no business other than (i) its
ownership of the capital stock of LISN Holdings and NATG, (ii) the issuance of
the Holdings Common Stock and options and warrants to purchase Holdings Common
Stock, (iii) the issuance of Permitted Holdings Preferred Stock, Seller
Subordinated Notes and Junior Subordinated Notes, (iv) holding Investments
permitted under Section 8.8(l), (v) the transactions permitted under Section
8.5(b), (vi) the cancellation of promissory notes as permitted under Section
8.4(m), and (vii) the incurrence of guaranty and other contingent obligations
permitted under Section 8.3. Notwithstanding the foregoing, Holdings may engage
in those activities that are incidental to (A) the maintenance of its corporate
existence in compliance with applicable law, (B) legal, tax and accounting
matters in connection with any of the foregoing activities and (C) entering
into, and performing its obligations under, the Documents and the Senior
Subordinated Documents to which it is a party.

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                  (c) Holdings will not permit LISN Holdings to engage in any
business other than (i) its own ownership of the capital stock of LISN and (ii)
the issuance of common stock to Holdings and redemption of Capital Stock.
Notwithstanding the foregoing, LISN Holdings may engage in those activities that
are incidental to (A) the maintenance of its corporate existence in compliance
with applicable law, (B) legal, tax and accounting matters in connection with
any of the foregoing activities and (C) entering into, and performing its
obligations under, the Documents to which it is a party.

                  Section 8.13. Fiscal Year. Holdings will not, and will not
permit any of its Subsidiaries to, change the Fiscal Year of Holdings or its
Subsidiaries.

                  Section 8.14. Limitation on Voluntary Payments and Certain
Modifications. Holdings will not, and will not permit any of its Subsidiaries
to:

                  (a) make any voluntary prepayment of, or redeem, repurchase or
defease any Indebtedness except (i) prepayments of the Obligations, (ii)
mandatory prepayments required pursuant to the instrument evidencing such
Indebtedness or pursuant to which any such Indebtedness was issued, (iii)
refinancings of Indebtedness permitted by Section 8.2 and (iv) the repurchase of
Junior Subordinated Notes as permitted by Section 8.5(b);

                  (b) amend, modify or change in any way materially adverse to
the interests of the Lenders, its Organizational Documents, or any agreement
entered into by it, with respect to its Capital Stock (including any
shareholders' agreement), or enter into any new agreement with respect to its
Capital Stock which in any way could be materially adverse to the interests of
the Lenders;

                  (c) amend, modify or grant any waiver with respect to any
Junior Subordinated Document, Seller Subordinated Note, Bridge Loan Document (it
being understood and agreed that the execution and delivery of the "Senior
Subordinated Indenture" as such term is defined in the Bridge Loan Agreement
shall not be deemed to be an amendment or modification of the Bridge Loan
Documents) or Senior Subordinated Document;

                  (d) amend, modify or grant any waiver with respect to any
Transaction Document, except in any case for changes thereto which do not
adversely affect the interests of the Lenders, and except as may otherwise be
consented to by the Required Lenders.

                  Section 8.15. Accounting Changes. Holdings will not make or
permit to be made any change in accounting policies affecting the presentation
of financial statements or reporting practices from those employed by it on the
Closing Date, unless (i) such change is either (A) required by GAAP or (B)
permitted by GAAP so long as such permitted change has no material impact on the
presentation of financial statements and has no impact on the calculation of the
financial covenants set forth in Article IX or in the definition of Excess Cash
Flow, (ii) such change is disclosed to the Lenders through Agent or otherwise
and (iii) relevant prior financial statements that are affected by such change
are restated (in form and detail reasonably satisfactory to Agent) as may be
required by GAAP to show comparative results. If any changes in GAAP or the
application thereof from that used in the preparation of the financial
statements referred to in Section 6.5(a) hereof occur after the Closing Date and
such changes

                                      123
<PAGE>   125

result in, in the sole judgment of Agent, a meaningful change in the calculation
of any financial covenants or restrictions set forth in this Agreement, then the
parties hereto agree to enter into and diligently pursue negotiations in order
to amend such financial covenants and restrictions so as to equitably reflect
such changes, with the desired result that the criteria for evaluating the
financial condition and results of operations of Holdings and its Subsidiaries
shall be the same after such changes as if such changes had not been made.

                  Section 8.16. Limitation on Creation of Subsidiaries. Holdings
will not, and will not permit any of its Subsidiaries to, establish, create or
acquire any Subsidiary, except that any Borrower may acquire, pursuant to a
Permitted Acquisition, establish or create one or more Wholly-Owned Subsidiaries
of Borrowers which are Domestic Subsidiaries and transfer assets to such newly
established or created Subsidiaries so long as (i) the creation or establishment
of any such new Subsidiary is in compliance with Section 8.8(h) (with the
transfer of any assets constituting an Investment under Section 8.8(h)), (ii)
100% of the Capital Stock of such Subsidiary is upon the creation, establishment
or acquisition of any such new Subsidiary pledged and delivered to the
Collateral Agent for the benefit of the Secured Creditors under the Pledge
Agreement and (iii) upon the creation, establishment or acquisition of any such
new Domestic Subsidiary, such Subsidiary executes the Additional Security
Documents and guaranty required to be executed by it in accordance with Section
7.12.

                  Section 8.17. Powers of Attorney. Holdings will not, and will
not permit its Subsidiaries to, issue any power of attorney or other contract or
agreement giving any Person power or control over the day-to-day operations of
its business except as expressly contemplated by the Loan Documents.

                                   ARTICLE IX
                               FINANCIAL COVENANTS

                  Holdings and Borrowers hereby covenant and agree that, so long
as the Commitments remain in effect or any Loan, LC Obligation or Rollover LC
Obligation remains outstanding and unpaid or any other amount is owing to any
Lender or Agent hereunder (but excluding any unasserted contingent and
indemnification obligations which by their terms expressly survive the
termination hereof), neither Holdings nor any Borrower shall, directly or
indirectly:

                  Section 9.1. Capital Expenditures. (a) Permit it or any of its
Subsidiaries to, make any Capital Expenditures, except that during any Fiscal
Year set forth below Borrowers and their Subsidiaries may make Capital
Expenditures so long as the aggregate amount so made by Borrowers and their
Subsidiaries (on a consolidated basis) after the Closing Date during any such
Fiscal Year does not exceed the amount set forth opposite such Fiscal Year
below;

<TABLE>
<CAPTION>
                  Fiscal Year Ending                          Amount
                  ------------------                          ------
 <S>                                                          <C>
                  December 31, 1999                           $16,000,000
                  December 31, 2000                           $18,000,000
                  December 31, 2001                           $20,000,000
                  December 31, 2002                           $23,000,000
                  and each Fiscal Year thereafter
</TABLE>

                                      124
<PAGE>   126

                  (b) Notwithstanding the foregoing, (i) in the event that the
amount of Capital Expenditures permitted to be made by Borrowers and their
Subsidiaries pursuant to clause (a) above in any fiscal year (before giving
effect to any increase in such permitted expenditure amount pursuant to this
clause (b)) is greater than the amount of such Capital Expenditures made by
Borrowers and their Subsidiaries during such fiscal year, 50% of such excess
(the "Rollover Amount") may be carried forward and utilized to make Capital
Expenditures in the next succeeding fiscal year; and (ii) the amount of Capital
Expenditures permitted to be made by Borrowers and their Subsidiaries pursuant
to clause (a) above in any fiscal year may be increased by an amount equal to
the Borrowers' Portion of Excess Cash Flow, if positive; provided, however, that
in no event shall the aggregate amount of Capital Expenditures made by Borrowers
and their Subsidiaries during any fiscal year pursuant to Section 9.1(a) exceed
125% of the amount set forth in such Section 9.1(a).

                  (c) Notwithstanding the foregoing, Borrowers and their
Subsidiaries may make additional Capital Expenditures (which Capital
Expenditures will not be included in any determination under the foregoing
clause (a)) as follows: (i) Capital Expenditures with the insurance or
condemnation proceeds received by Borrower or any of its Subsidiaries from any
Recovery Event so long as such Capital Expenditures are to replace or restore
any properties or assets in respect to which such proceeds were paid within 180
days (or committed to be paid within such 180 days so long as such replacement
or restoration is made within 180 days after the end of such 180 day period)
following the date of the receipt of such insurance proceeds to the extent such
insurance proceeds are not required to be applied to repay Term Loans pursuant
to Section 4.4(g); (ii) Capital Expenditures constituting Permitted Acquisitions
and the Transactions; (iii) Capital Expenditures resulting, if any, from the
Vanke Redemption; (iv) Capital Expenditures resulting from the payment of
earn-out obligations as set forth on Schedule 8.2(n); (v) proceeds of Asset
Dispositions which are used or contractually committed to be used to purchase
any properties or assets used or useful in the business of Borrowers and their
Subsidiaries within 180 days of receipt by Borrowers and their Subsidiaries;
(vi) Capital Expenditures made with the Net Offering Proceeds received from the
sale of Holdings Capital Stock and/or Junior Subordinated Notes to the extent
(A) Borrowers designate in writing to Agent that such Net Offering Proceeds will
be used for Capital Expenditures and (B) such Net Offering Proceeds are actually
used for such designated Capital Expenditures within sixty (60) days of the
receipt thereof; and (vii) Capital Expenditures in an aggregate amount not to
exceed the Permitted Acquisition Capex Amount during any Fiscal Year.

                  Section 9.2. Interest Coverage Ratio. Permit the Interest
Coverage Ratio of Holdings for the applicable Test Period ending on (or a date
closest to) a date set forth below to be less than the ratio set forth opposite
such date:

<TABLE>
<CAPTION>
                  Date                                        Ratio
                  ----                                        -----
<S>                                                           <C>
         December 31, 1999                                    1.90 to 1.00
         March 31, 2000                                       1.90 to 1.00
         June 30, 2000                                        2.00 to 1.00
         September 30, 2000                                   2.00 to 1.00
         December 31, 2000                                    2.15 to 1.00
         March 31, 2001                                       2.15 to 1.00
</TABLE>

                                      125
<PAGE>   127
<TABLE>
<S>                                                           <C>
         June 30, 2001                                        2.25 to 1.00
         September 30, 2001                                   2.25 to 1.00
         December 31, 2001                                    2.35 to 1.00
         March 31, 2002                                       2.35 to 1.00
         June 30, 2002                                        2.60 to 1.00
         September 30, 2002                                   2.60 to 1.00
         December 31, 2002                                    2.85 to 1.00
         March 31, 2003                                       2.85 to 1.00
         June 30, 2003                                        3.10 to 1.00
         September 30, 2003                                   3.10 to 1.00
         December 31, 2003                                    3.35 to 1.00
         March 31, 2004                                       3.35 to 1.00
         June 30, 2004                                        3.85 to 1.00
         September 30, 2004                                   3.85 to 1.00
         December 31, 2004 and
         each Fiscal Quarter thereafter                       4.35 to 1.00
</TABLE>

                  Section 9.3. Leverage Ratio. Permit the Leverage Ratio of
Holdings for the applicable Test Period ending on (or a date closest to) a date
set forth below to be more than the ratio set forth opposite such date:

<TABLE>
<CAPTION>
                  Date                                        Ratio
                  ----                                        -----
<S>                                                           <C>
         December 31, 1999                                    5.00 to 1.00
         March 31, 2000                                       5.00 to 1.00
         June 30, 2000                                        4.75 to 1.00
         September 30, 2000                                   4.75 to 1.00
         December 31, 2000                                    4.50 to 1.00
         March 31, 2001                                       4.50 to 1.00
         June 30, 2001                                        4.00 to 1.00
         September 30, 2001                                   4.00 to 1.00
         December 31, 2001                                    3.60 to 1.00
         March 31, 2002                                       3.60 to 1.00
         June 30, 2002                                        3.25 to 1.00
         September 30, 2002                                   3.25 to 1.00
         December 31, 2002                                    2.90 to 1.00
         March 31, 2003                                       2.90 to 1.00
         June 30, 2003                                        2.65 to 1.00
         September 30, 2003                                   2.65 to 1.00
         December 31, 2003                                    2.40 to 1.00
         March 31, 2004                                       2.40 to 1.00
         June 30, 2004                                        2.20 to 1.00
         September 30, 2004                                   2.20 to 1.00
         December 31, 2004 and
         each Fiscal Quarter thereafter                       2.00 to 1.00

</TABLE>
                                      126
<PAGE>   128

                  Section 9.4. Adjusted Fixed Charge Coverage Ratio. Permit the
Adjusted Fixed Charge Coverage Ratio of Holdings for the applicable Test Period
ending on (or a date closet to) a date set forth below to be less than the ratio
set forth opposite such date:

<TABLE>
<CAPTION>
                  Date                                        Ratio
                  ----                                        -----
<S>                                                           <C>
         December 31, 1999                                    1.100 to 1.00
         March 31, 2000                                       1.100 to 1.00
         June 30, 2000                                        1.150 to 1.00
         September 30, 2000                                   1.150 to 1.00
         December 31, 2000                                    1.200 to 1.00
         March 31, 2001                                       1.200 to 1.00
         June 30, 2001                                        1.225 to 1.00
         September 30, 2001                                   1.225 to 1.00
         December 31, 2001                                    1.250 to 1.00
         March 31, 2002                                       1.250 to 1.00
         June 30, 2002                                        1.275 to 1.00
         September 30, 2002                                   1.275 to 1.00
         December 31, 2002                                    1.300 to 1.00
         March 31, 2003                                       1.300 to 1.00
         June 30, 2003                                        1.350 to 1.00
         September 30, 2003                                   1.350 to 1.00
         December 31, 2003                                    1.400 to 1.00
         March 31, 2004                                       1.400 to 1.00
         June 30, 2004                                        1.450 to 1.00
         September 30, 2004                                   1.450 to 1.00
         December 31, 2004 and
         each Fiscal Quarter thereafter                       1.500 to 1.00
</TABLE>

                  Section 9.5.  Maintenance of Consolidated Net Worth. Permit
the Consolidated Net Worth of Holdings on the last day of any Fiscal Quarter to
be less than the sum of (i) $124,848,000 plus (ii) the amount equal to 50% of
the aggregate Consolidated Net Income of Holdings from and after December 31,
1999 (provided that in the event that Holdings has a Consolidated Net Loss for
any Fiscal Quarter, Consolidated Net Income for purposes only of this Section
9.4 shall be deemed to be zero for such Fiscal Quarter), plus, (iii) the amount
equal to 100% of the net cash proceeds received by Holdings after the Closing
Date from the sale or issuance of its Capital Stock or cash capital
contributions received by Holdings.

                                   ARTICLE X
                                EVENTS OF DEFAULT

                  Section 10.1. Events of Default. Any of the following events,
acts, occurrences or state of facts shall constitute an "Event of Default" for
purposes of this Agreement:

                  (a) Failure to Make Payments When Due. Any Borrower (i) shall
default in the payment of principal on any of the Loans or any reimbursement
obligation with respect to

                                      127
<PAGE>   129

any Letter of Credit; or (ii) shall default in the payment of interest on any of
the Loans or default in the payment of any fee or any other amount owing
hereunder or under any other Loan Document when due and such default in payment
shall continue for three (3) Business Days; or

                  (b) Representations and Warranties. Any representation or
warranty made by or on the part of Holdings, any Borrower or any Credit Party,
as the case may be, contained in any Loan Document or any document, instrument
or certificate delivered pursuant hereto or thereto shall have been incorrect or
misleading in any material respect when made or deemed made, or

                  (c) Covenants. Holdings or any Borrower shall (i) default in
the performance or observance of any term, covenant, condition or agreement on
its part to be performed or observed under Article VIII or Article IX hereof or
(ii) default in the performance or observance of any term, covenant, condition
or agreement on its part to be performed or observed under Sections 7.3, 7.6,
7.8, 7.9, 7.10 or 7.12 and such default shall remain unremedied for a period of
five (5) Business Days or (iii) default in the due performance or observance by
it of any other term, covenant or agreement contained in this Agreement and such
default shall continue unremedied for a period of thirty (30) days after written
notice to Borrowers by Agent or any Lender; or

                  (d) Default Under Other Loan Documents. Any Credit Party shall
default in the performance or observance of any term, covenant, condition or
agreement on its part to be performed or observed hereunder or under any Loan
Document (and not constituting an Event of Default under any other clause of
this Section 10.1) and such default shall continue unremedied for a period of
thirty (30) days after written or telephonic (immediately confirmed in writing)
notice thereof has been given to Borrowers by Agent or any Lender; or

                  (e) Voluntary Insolvency, Etc. Holdings or any of its
Subsidiaries shall become insolvent or generally fail to pay, or admit in
writing its inability to pay, its debts as they become due, or shall voluntarily
commence any proceeding or file any petition under any bankruptcy, insolvency or
similar law or seeking dissolution or reorganization or the appointment of a
receiver, trustee, custodian or liquidator for it or a substantial portion of
its property, assets or business or to effect a plan or other arrangement with
its creditors, or shall file any answer admitting the jurisdiction of the court
and the material allegations of an involuntary petition filed against it in any
bankruptcy, insolvency or similar proceeding, or shall be adjudicated bankrupt,
or shall make a general assignment for the benefit of creditors, or shall
consent to, or acquiesce in the appointment of, a receiver, trustee, custodian
or liquidator for a substantial portion of its property, assets or business,
shall call a meeting of its creditors with a view to arranging a composition or
adjustment of its debts or shall take any corporate action authorizing any of
the foregoing; or

                  (f) Involuntary Insolvency, Etc. Involuntary proceedings or an
involuntary petition shall be commenced or filed against Holdings or any of its
Subsidiaries under any bankruptcy, insolvency or similar law or seeking the
dissolution or reorganization of it or the appointment of a receiver, trustee,
custodian or liquidator for it or of a substantial part of its property, assets
or business, or any writ, judgment, warrant of attachment, execution or similar
process shall be issued or levied against a substantial part of its property,
assets or business, and

                                      128
<PAGE>   130

such proceedings 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 sixty (60) days after commencement, filing or
levy, as the case may be, or any order for relief shall be entered in any such
proceeding; or

                  (g) Default Under Other Agreements. (i) Holdings or any of its
Subsidiaries shall default in the payment when due, whether at stated maturity
or otherwise, of any Indebtedness (other than Indebtedness owed to the Lenders
under the Loan Documents) in excess of $5,000,000 in the aggregate beyond the
period of grace (not to exceed thirty (30) days), if any, provided in the
instrument or agreement under which such Indebtedness was created, or (ii) a
default shall occur in the performance or observance of any agreement or
condition to any such Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause (determined without regard
to whether any notice of acceleration or similar notice is required), any such
Indebtedness to become due or be repaid prior to its stated maturity or (iii)
any such Indebtedness of Holdings or any of its Subsidiaries shall be declared
to be due and payable, or required to be prepaid other than by a regularly
scheduled required prepayment, prior to the stated maturity thereof; or

                  (h) Judgments. One or more judgments or decrees shall be
entered against Holdings or any of its Subsidiaries involving, individually or
in the aggregate, a liability (to the extent not paid or covered by a reputable
and solvent insurance company which has accepted liability in writing or by
third party indemnification for which immediately available funds have been
irrevocably deposited in escrow to cover such liability) of $5,000,000 or more
and all such judgments or decrees shall not have been vacated, discharged,
satisfied, stayed or bonded pending appeal within thirty (30) days from the
entry thereof; or

                  (i) Security Documents. At any time after the execution and
delivery thereof, any of the Security Documents shall cease to be in full force
and effect in accordance with the terms thereof or shall cease to give Agent for
the benefit of the Lenders the Liens, rights, powers and privileges purported to
be created thereby (including, without limitation, a first priority perfected
security interest in, and Lien on, all of the Collateral for which Agent or
Collateral Agent has taken necessary actions to perfect its security interest),
in favor of Agent, superior to and prior to the rights of all third Persons and
subject to no other Liens (except to the extent expressly permitted herein or
therein); or any Credit Party shall default in the due performance or observance
of any term, covenant or agreement on its part to be performed or observed
pursuant to any of the Security Documents and such default shall continue beyond
any grace period specifically applicable thereto pursuant to the terms of such
Security Document; or

                  (j) Invalidity of Subordination Provisions. The subordination
provisions of any agreement or instrument governing or relating to the Junior
Subordinated Documents, the Seller Subordinated Notes (if any), the Bridge Loan
Documents, the Senior Subordinated Documents or any Subordinated Indebtedness is
for any reason revoked or invalidated, or otherwise ceases to be in full force
and effect, Holdings or any of its Subsidiaries contests in any manner the
validity or enforceability thereof or denies that it has any further liability
or obligation thereunder, or the Loans and the other Obligations hereunder
entitled to receive the

                                      129
<PAGE>   131

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

                  (k) ERISA. Either (i) any Reportable Event which the Required
Lenders determine constitutes reasonable grounds for the termination of any Plan
by the PBGC or of any Multiemployer Plan or for the appointment by the
appropriate United States District Court of a trustee to administer or liquidate
any Plan or Multiemployer Plan shall have occurred, (ii) a trustee shall be
appointed by a United States District Court to administer any Plan or
Multiemployer Plan, (iii) the PBGC shall institute proceedings to terminate any
Plan or Multiemployer Plan or to appoint a trustee to administer any Plan; (iv)
Holdings or any of its Subsidiaries or any of their ERISA Affiliates shall
become liable to the PBGC or any other party under Section 4062, 4063 or 4064 of
ERISA with respect to any Plan; or (v) Holdings or any of its Subsidiaries or
any of their ERISA Affiliates shall become liable to make a current payment with
respect to any Multiemployer Plan under Section 4201 et seq. of ERISA; if as of
the date thereof or any subsequent date, the sum of each of Holdings' and its
Subsidiaries and their ERISA Affiliates' various liabilities (such liabilities
to include, without limitation, any liability to the PBGC or to any other party
under Section 4062, 4063 or 4064 of ERISA with respect to any Plan, or to any
Multiemployer Plan under Section 4201 et seq. of ERISA, and to be calculated
after giving effect to the tax consequences thereof) as a result of such events
listed in subclauses (i) through (v) above exceeds $5,000,000; or

                  (l) Failure to Exercise Calls. Holdings or any of its
Subsidiaries shall fail to exercise any call right under any of the Put and Call
Agreements prior to the expiration of such call right; or

                  (m) Change in Control. A Change of Control shall occur.

                  If any of the foregoing Events of Default shall have occurred
and be continuing, Agent, at the written direction of the Required Lenders
shall, take one or more of the following actions: (i) by written or oral or
telephonic notice (in the case of oral or telephonic notice confirmed in writing
immediately thereafter) to Borrowers declare the Total Commitments to be
terminated whereupon the Total Commitments shall forthwith terminate, (ii) by
written or oral or telephonic notice (in the case of oral or telephonic notice
confirmed in writing immediately thereafter) to Borrowers declare all sums then
owing by Borrowers hereunder and under the Loan Documents to be forthwith due
and payable, whereupon all such sums shall become and be immediately due and
payable without presentment, demand, protest or notice of any kind, all of which
are hereby expressly waived by Borrowers, or (iii) terminate any Letter of
Credit in accordance with its terms, (iv) direct Borrowers to pay (and each
Borrower agrees that upon receipt of such notice, or upon the occurrence of any
Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to
such Borrower it will pay) to Agent at the Payment Office such additional amount
of cash, to be held as security by Agent, as is equal to the aggregate Stated
Amount of all Letters of Credit issued for the account of any Borrower and its
Subsidiaries and then outstanding, and (v) enforce, as Agent or Collateral
Agent, all of the Liens and security interests created pursuant to the Security
Documents, and deliver a blockage notice or exercise any other rights with
respect to any Subordinated Indebtedness. In cases of any occurrence of any
Event of Default described in Section 10.1(e) or Section 10.1(f), the Total
Commitments shall immediately terminate and the Loans, together with accrued
interest thereon,



                                      130
<PAGE>   132
shall become due and payable forthwith without the requirement
of any such acceleration or request, and without presentment, demand, protest or
other notice of any kind, all of which are expressly waived by Borrowers, any
provision of this Agreement or any other Loan Document to the contrary
notwithstanding, and other amounts payable by Borrowers hereunder shall also
become immediately due and payable all without notice of any kind.

         Anything in this Section 10.1 to the contrary notwithstanding, Agent
shall, at the request of the Required Lenders, rescind and annul any
acceleration of the Loans by written instrument filed with Borrowers; provided
that at the time such acceleration is so rescinded and annulled: (A) all past
due interest and principal, if any, on the Loans and all other sums payable
under this Agreement and the other Loan Documents shall have been duly paid, and
(B) no other Event of Default shall have occurred and be continuing which shall
not have been waived in accordance with the provision of Section 12.1 hereof.

         Section 10.2. 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 XI
                                    THE AGENT

         In this Article XI, the Lenders agree among themselves as follows:

         Section 11.1. Appointment. The Lenders hereby appoint BT as Agent (for
purposes of this Article XI, the term "Agent" shall include BT in its capacity
as Collateral Agent pursuant to the Security Documents) to act as herein
specified herein and in the other Loan Documents. Each Lender hereby irrevocably
authorizes and each holder of any Note by the acceptance of such Note shall be
deemed to irrevocably authorize Agent to take such action on its behalf under
the provisions hereof, the other Loan Documents (including, without limitation,
to give notices and take such actions on behalf of the Required Lenders as are
consented to in writing by the Required Lenders) and any other instruments,
documents and agreements referred to herein or therein and to exercise such
powers hereunder and thereunder as are specifically delegated to Agent by the
terms hereof and thereof and such other powers as are reasonably incidental
thereto. Agent may perform any of its duties hereunder and under the other Loan
Documents, by or through its officers, directors, agents, employees or
affiliates.

         Section 11.2. Nature of Duties. Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement. The duties
of Agent shall be mechanical and administrative in nature. EACH LENDER HEREBY
ACKNOWLEDGES AND AGREES THAT AGENT SHALL NOT HAVE, BY REASON OF THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT, A FIDUCIARY RELATIONSHIP TO OR IN RESPECT OF ANY
LENDER. Nothing in any of the Loan Documents, expressed or implied, is intended
to or shall be so construed as to impose upon Agent any obligations in respect
of any of the Loan Documents except as expressly set forth herein or therein.
Each Lender shall make its own independent investigation of the financial
condition and affairs of Holdings and Borrowers in connection with the making
and the continuance of the Loans hereunder and shall make its own


                                      131

<PAGE>   133

appraisal of the credit worthiness of Holdings and Borrowers, and Agent shall
have no duty or responsibility, either initially or on a continuing basis, to
provide any Lender with any credit or other information with respect thereto,
whether coming into its possession before making of the Loans or at any time or
times thereafter. Agent will promptly notify each Lender at any time that the
Required Lenders have instructed it to act or refrain from acting pursuant to
Article X.

         Section 11.3. Exculpation, Rights Etc. Neither Agent nor any of its
officers, directors, agents, employees or affiliates shall be liable for any
action taken or omitted by them hereunder or under any of the other Loan
Documents, or in connection herewith or therewith, unless resulting primarily
from its or their gross negligence, willful misconduct or bad faith. Agent shall
not be responsible to any Lender for any recitals, statements, representations
or warranties herein or for the execution, effectiveness, genuineness, validity,
enforceability, collectibility, or sufficiency of any of the Loan Documents or
any other document or the financial condition of Holdings or Borrowers. Agent
shall not be required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of this Agreement or
any of the Loan Documents or any other Document or the financial condition of
Holdings or Borrowers, or the existence or possible existence of any Unmatured
Event of Default or Event of Default unless requested to do so by the Required
Lenders. Agent may at any time request instructions from the Lenders with
respect to any actions or approvals (including the failure to act or approve)
which by the terms of any of the Loan Documents, Agent is permitted or required
to take or to grant, and if such instructions are requested, Agent shall be
absolutely entitled to refrain from taking any action or to withhold any
approval and shall not be under any liability whatsoever to any Person for
refraining from any action or withholding any approval under any of the Loan
Documents until it shall have received such instructions from the Required
Lenders. Without limiting the foregoing, no Lender shall have any right of
action whatsoever against Agent as a result of Agent acting, approving or
refraining from acting or approving under any of the Loan Documents in
accordance with the instructions of the Required Lenders or, to the extent
required by Section 12.1, all of the Lenders.

         Section 11.4. Reliance. Agent shall be entitled to rely, and shall be
fully protected in relying, upon any notice, writing, resolution, notice,
statement, certificate, order or other document or any telephone, telex,
teletype or telecopier message believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person, and, with respect to all
matters pertaining herein or to any of the other Loan Documents and its duties
hereunder or thereunder, upon advice of counsel selected by Agent.

         Section 11.5. Indemnification. To the extent Agent is not reimbursed
and indemnified by Borrowers, the Lenders will reimburse and indemnify Agent for
and against any and all liabilities, obligations, losses, damages, claims,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by, or asserted
against Agent in any way relating to or arising out of this Agreement or any of
the other Loan Documents or any action taken or omitted by Agent under this
Agreement or any of the other Loan Documents, in proportion to each Lender's
Aggregate Pro Rata Share of the outstanding Loans and Commitments hereunder;
provided, however, that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, claims, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from Agent's gross
negligence or

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willful misconduct. The obligations of the Lenders under this Section 11.5 shall
survive the payment in full of the Notes and the termination of this Agreement.

    For purposes hereof, "Aggregate Pro Rata Share" means, when used with
reference to any Lender and any described aggregate or total amount, an amount
equal to the result obtained by multiplying such desired aggregate or total
amount by a fraction the numerator of which shall be the aggregate principal
amount of such Lender's Revolving Loan, Term A Loan and Term B Loan and the
denominator of which shall be aggregate of all of the Loans outstanding
hereunder.

         Section 11.6. Agent In Its Individual Capacity. With respect to its
Loans and Commitments (and its Revolver Pro Rata Share, Term A Pro Rata Share,
Term B Pro Rata Share or Pro Rata Share, as applicable, thereof), Agent shall
have and may exercise the same rights and powers hereunder and is subject to the
same obligations and liabilities as and to the extent set forth herein for any
other Lender or holder of Obligations. The terms "Lenders", "holder of
Obligations" or "Required Lenders" or any similar terms shall, unless the
context clearly otherwise indicates, include Agent in its individual capacity as
a Lender, one of the Required Lenders or a holder of Obligations. Agent may
accept deposits from, lend money to, and generally engage in any kind of
banking, trust or other business with Holdings, any Borrower or any Subsidiary
or affiliate of Holdings as if it were not acting as Agent hereunder or under
any other Loan Document, including, without limitation, the acceptance of fees
or other consideration for services without having to account for the same to
any of the Lenders.

         Section 11.7. Notice of Default. Agent shall not be deemed to have
knowledge or notice of the occurrence of any Event of Default or Unmatured Event
of Default hereunder unless Agent has received written notice from a Lender or
Borrowers referring to this Agreement describing such Event of Default or
Unmatured Event of Default and stating that such notice is a "notice of
default". In the event that Agent receives such a notice, Agent shall give
prompt notice thereof to the Lenders.

         Section 11.8. Holders of Obligations. Agent may deem and treat the
payee of any Obligation as reflected on the books and records of Agent as the
owner thereof for all purposes hereof unless and until a written notice of the
assignment or transfer thereof shall have been filed with Agent pursuant to
Section 12.8(c). Any request, authority or consent of any Person who, at the
time of making such request or giving such authority or consent, is the holder
of any Obligation shall be conclusive and binding on any subsequent holder,
transferee or assignee of such Obligation or of any Obligation or Obligations
granted in exchange therefor.

         Section 11.9. Resignation by Agent.

         (a) Agent may resign from the performance of all its functions and
duties hereunder at any time by giving fifteen (15) Business Days' prior written
notice to Borrowers and the Lenders. Such resignation shall take effect upon the
acceptance by a successor Agent of appointment pursuant to clauses (b) and (c)
below or as otherwise provided below.

         (b) Upon any such notice of resignation, the Required Lenders shall
appoint a successor Agent with the prior written consent of Borrower (not to be
unreasonably withheld

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or delayed), so long as no Event of Default has occurred and is continuing, and
who shall be an incorporated bank or trust company.

         (c) If a successor Agent shall not have been so appointed within said
fifteen (15) Business Day period, Agent, with, provided no Event of Default has
occurred and is continuing, the prior written consent of Borrowers (not to be
unreasonably withheld or delayed), shall then appoint a successor Agent who
shall serve as Agent until such time, if any, as the Required Lenders, with,
provided no Event of Default has occurred and is continuing, the consent of
Borrowers, appoint a successor Agent as provided above.

         (d) If no successor Agent has been appointed pursuant to clause (b) or
(c) by the twentieth (20th) Business Day after the date such notice of
resignation was given by Agent, Agent's resignation shall become effective and
the Required Lenders shall thereafter perform all the duties of Agent hereunder
until such time, if any, as the Required Lenders, with, provided no Event of
Default has occurred and is continuing, the consent of Borrowers, appoint a
successor Agent as provided above.

         Section 11.10. Other Titles. None of the institutions identified as
"Lead Arranger," "Book Manager," "Syndication Agent" or "Documentation Agent on
the title page to this Agreement shall have any obligations, liabilities or
duties under this Agreement other than those applicable to a Lender (but only if
such institution is a Lender) as such, and no such institution shall have or be
deemed to have any fiduciary relationship with any Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any such institution
in deciding to enter into this Agreement or in taking or not taking any action
hereunder.


                                  ARTICLE XII
                                  MISCELLANEOUS

         Section 12.1. No Waiver; Modifications in Writing. (a) No failure or
delay on the part of Agent or any Lender in exercising any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to Agent or any Lender at law or in equity or
otherwise. Neither this Agreement nor any terms hereof may be amended, modified,
supplemented, waived, discharged, terminated or otherwise changed unless such
amendment, modification, supplement, waiver, discharge, termination or other
change is in writing signed by the respective Credit Parties party thereto and
the Required Lenders, provided that no such amendment, modification, supplement,
waiver, discharge, termination or other change shall, without the consent of
each Lender (other than a Defaulting Lender) (with Obligations directly affected
thereby in the case of the following clause (i)), (i) extend the final scheduled
maturity of any Loan or Note (it being understood that amending the definitions
of Scheduled Term A Repayments (other than the Term A Loan Maturity Date),
Scheduled Term B Repayments (other than the Term B Loan Maturity Date) or
Scheduled Acquisition Repayments (other than the Revolver Termination Date) or
amending the mandatory prepayment provisions or financial covenants shall not
constitute an extension of the final scheduled maturity of any Loan or Note) or
extend the stated maturity of any Letter of


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Credit beyond the Revolver Termination Date or any Rollover Letter of Credit
beyond the Rollover LC Termination Date, or reduce the rate or extend the time
of payment of interest or fees thereon, or reduce the principal amount thereof,
(ii) release all or substantially all of the Collateral (except as expressly
provided in this Agreement or in the Security Document as in effect on the
Closing Date) under all the Security Documents, (iii) amend, modify or waive any
provision of this Section 12.1, (iv) reduce the percentage specified in the
definition of Required Lenders (it being understood that, with the consent of
the Required Lenders, additional extensions of credit pursuant to this Agreement
(including, without limitation, any new or additional Facility) may be included
in the determination of the Required Lenders on substantially the same basis as
the extensions of Term Loans and Revolving Commitments are included in such
determination on the date hereof) or (v) consent to the assignment or transfer
by Holdings or any Borrower of any of its rights and obligations under this
Agreement; provided, further, that no such amendment, modification, supplement,
waiver, discharge, termination or other change shall (1) increase the
Commitments of any Lender over the amount thereof then in effect without the
consent of such Lender (it being understood that waivers or modifications of
conditions precedent, covenants, Events of Default or Unmatured Events of
Default shall not constitute an increase of the Commitment of any Lender, and
that an increase in the available portion of any Commitment of any Lender shall
not constitute an increase in the Commitment of such Lender), (2) without the
consent of Facing Agent, amend, modify or waive any provision of Section 2.9 or
alter its rights or obligations with respect to Letters of Credit, (3) without
the consent of Agent, amend, modify or waive any provision of Article XI as same
applies to Agent or any other provisions as same relates to the rights or
obligations of Agent, (4) without the consent of Agent or the Collateral Agent,
amend, modify or waive any provisions relating to the rights or obligations of
Agent or the Collateral Agent under the other Loan Documents, (5) without the
consent of the Majority Lenders of each Facility which is being allocated a
lesser prepayment, repayment or commitment reduction, alter the required
application of any prepayments or repayments (or commitment reduction), as
between the various Facilities pursuant to clause (i) of the first sentence of
Section 4.5(a), clause (i) of the second sentence of Section 4.5(a) and the
fourth and fifth sentences of Section 4.5(a) (although the Required Lenders may
waive in whole or in part, any such prepayment, repayment or commitment
reduction so long as the application, as amongst the various Facilities, of any
such prepayment, repayment or commitment reduction which is still required to be
made is not altered), (6) without the consent of each Term A Lender, amend the
definition of Term A Pro Rata Share, without the consent of each Term B Lender,
amend the definition of the Term B Pro Rata Share, and without the consent of
each Revolving Lender amend the definition of Revolver Pro Rata Share, (7)
without the consent of the Majority Lenders of the Term A Facility, amend the
definition of Majority Lenders (but only if the Term A Lenders are directly
affected thereby), without the consent of the Majority Lenders of the Term B
Facility, amend the definition of Majority Lenders (but only if the Term B
Lenders are directly affected thereby), and without the consent of the Majority
Lenders of the Revolving Facility, amend the definition of Majority Lenders (but
only if the Revolving Lenders are directly affected thereby), or (8) without the
consent of the Super Majority Lenders of the Term A Facility, amend the
definition of Scheduled Term A Repayments or the definition of Super Majority
Lenders (but only if the Term A Lenders are directly affected thereby), without
the consent of the Super Majority Lenders of the Term B Facility, amend the
definition of Scheduled Term B Repayments or the definition of Super Majority
Lenders (but only if the Term B Lenders are directly affected thereby), and
without the

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consent of the Super Majority Lenders of the Revolving Facility, amend the
definition of Scheduled Acquisition Repayments or the definition of Super
Majority Lenders (but only if the Revolving Lenders are directly affected
thereby).

         (b) If, in connection with any proposed change, waiver, discharge or
termination to any of the provisions of this Agreement as contemplated by
clauses (a)(i) through (v), inclusive, of the first proviso to the third
sentence of Section 12.1(a), the consent of the Required Lenders is obtained but
the consent of one or more of such other Lenders whose consent is required is
not obtained, then Borrowers shall have the right, so long as all non-consenting
Lenders whose individual consent is required are treated as described in either
clauses (A) or (B) below, to either (A) replace each such non-consenting Lender
or Lenders (or, at the option of Borrowers if the respective Lender's consent is
required with respect to less than all Loans, to replace only the respective
Loans of the respective non-consenting Lender which gave rise to the need to
obtain such Lender's individual consent) with one or more Replacement Lenders
pursuant to Section 3.7 so long as at the time of such replacement, each such
Replacement Lender consents to the proposed amendment, modification, supplement.
waiver, discharge, termination or other change or (B) terminate such
non-consenting Lender's Revolving Commitment and Term A Commitment and repay all
outstanding Loans of such Lender which gave rise to the need to obtain such
Lender's consent, in accordance with Section 4.l(b) and/or 4.3; provided that,
unless the Revolving Commitment and Term A Commitment terminated and Loans
repaid pursuant to the preceding clause (B) are immediately replaced in full at
such time through the addition of new Lenders or the increase of the Commitments
and/or outstanding Loans of existing Lenders (who in each case must specifically
consent thereto), then in the case of any action pursuant to preceding clause
(B) the Required Lenders (determined before giving effect to the proposed
action) shall specifically consent thereto, provided, further, that in any event
Borrowers shall not have the right to replace a Lender, terminate its Revolving
Commitment or Term A Commitment or repay its Loans solely as a result of the
exercise of such Lender's rights (and the withholding of any required consent by
such Lender) contemplated by the first proviso to this Section 12.1(b).

         Section 12.2. Further Assurances. Each Borrower agrees to do such
further acts and things and to execute and deliver to Agent such additional
assignments, agreements, powers and instruments, as Agent may reasonably require
or deem advisable to carry into effect the purposes of this Agreement or any of
the Loan Documents or to better assure and confirm unto Agent its rights, powers
and remedies hereunder.

         Section 12.3. Notices, Etc. Except where telephonic instructions or
notices are authorized herein to be given, all notices, demands, instructions
and other communications required or permitted to be given to or made upon any
party hereto or any other Person shall be in writing and shall be personally
delivered or sent by registered or certified mail, postage prepaid, return
receipt requested, or by a reputable overnight or courier delivery service, or
by prepaid telex or telecopier, and shall be deemed to be given for purposes of
this Agreement on the third day after deposit in registered or certified mail,
postage prepaid, and otherwise on the date that such writing is delivered or
sent to the intended recipient thereof, or in the case of notice delivered by
telecopy, upon completion of transmission with a copy of such notice also being
delivered under any of the methods provided above, all in accordance with the
provisions of this Section 12.3. Unless otherwise specified in a notice sent or
delivered in accordance with


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the foregoing provisions of this Section 12.3, notices, demands, instructions
and other communications in writing shall be given to or made upon the
respective parties hereto at their respective addresses (or to their respective
telex, TWX or telecopier numbers) indicated on Schedule 12.3 or, in the case of
any Assignee, on its signature page to its Assignment and Assumption Agreement
and, in the case of telephonic instructions or notices, by calling the telephone
number or numbers indicated for such party on Schedule 12.3 hereto or such
Assignment Agreement, as the case may be.

         Section 12.4. Costs, Expenses and Taxes; Indemnification.

         (a) Generally. Borrowers agree to jointly and severally pay promptly
upon request by Agent (or any Lender, in connection with any enforcement as
provided below) all reasonable out-of-pocket costs and expenses in connection
with the negotiation, preparation, printing, typing, reproduction, execution and
delivery and syndication of this Agreement and the other Loan Documents and the
documents and instruments referred to herein and therein and any amendment,
waiver, consent relating hereto or thereto or other modifications of (or
supplements to) any of the foregoing and any and all other documents and
instruments furnished pursuant hereto or thereto or in connection herewith or
therewith, including without limitation, the reasonable fees and out-of-pocket
expenses of Winston & Strawn, special counsel to Agent, and any local counsel
retained by Agent relative thereto, other Attorney Costs, independent public
accountants and other outside experts retained by Agent and all search fees,
appraisal fees and expenses, title insurance policy fees, costs and expenses and
filing and recording fees, and all costs and expenses (including, without
limitation, Attorney Costs), if any, of Agent and each Lender in connection with
the enforcement of this Agreement, any of the Loan Documents or any other
agreement furnished pursuant hereto or thereto or in connection herewith or
therewith. In addition, Borrowers agree to jointly and severally pay any and all
present and future stamp, transfer, excise and other similar taxes payable or
determined to be payable in connection with the execution and delivery of this
Agreement, any Loan Document, or the making of any Loan (but excluding any tax
determined by reference to the net income or profits of Agent or any Lender
imposed by the jurisdiction in which Agent's or such Lender's principal office
or applicable lending office is located), and each agrees to save and hold Agent
and each Lender harmless from and against any and all liabilities with respect
to or resulting from any delay by any Borrower in paying, or omission by any
Borrower to pay, such taxes. Any portion of the foregoing fees, costs and
expenses which remains unpaid more than thirty (30) days following Agent's or
any Lender's statement and request for payment thereof shall bear interest from
the date of such statement and request to the date of payment at the Default
Rate.

         (b) Indemnification. Borrowers agree to jointly and severally indemnify
and hold harmless Agent and each Lender and each director, officer, trustee,
employee and Affiliate of Agent and each Lender (each such Person an
"Indemnified Person" and collectively, the "Indemnified Persons") from and
against all losses, claims, damages, obligations (including removal or remedial
actions), expenses or liabilities (not including Taxes as to which Borrowers are
not required to make any payment of additional amounts pursuant to Section 4.7
hereof) to which such Indemnified Person may become subject, insofar as such
losses, claims, damages, penalties, obligations (including removal or remedial
actions), expenses or liabilities (or actions, suits or proceedings including
any inquiry or investigation or claims in respect thereof (whether or not Agent
or any Lender is a party thereto)) arise out of, in any way relate to, or result
from

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the transactions contemplated by this Agreement or any of the other Loan
Documents and to reimburse each Indemnified Person upon their demand, for any
Attorney Costs or other expenses incurred in connection with investigating,
preparing to defend or defending any such loss, claim, damage, liability, action
or expense; provided, however, (a) that no Indemnified Person shall have the
right to be so indemnified hereunder for any loss, claim, damage, penalties,
obligations, expense or liability to the extent it arises or results primarily
from the gross negligence or willful misconduct or bad faith of such Indemnified
Person and (b) that nothing contained herein shall affect the express
contractual obligations of the Lenders to Borrowers contained herein. If any
action, suit or proceeding arising from any of the foregoing is brought against
Agent, any Lender or any other Person indemnified or intended to be indemnified
pursuant to this Section 12.4, Borrowers will, if requested by Agent, any Lender
or any such Indemnified Person, resist and defend such action, suit or
proceeding or cause the same to be resisted and defended by counsel reasonably
satisfactory to the Person or Persons indemnified or intended to be indemnified.
Each Indemnified Person shall, unless Agent, a Lender or other Indemnified
Person has made the request described in the preceding sentence and such request
has been complied with, have the right to employ its own counsel (or (but not as
well as) staff counsel) to investigate and control the defense of any matter
covered by such indemnity and the reasonable fees and expenses of such counsel
shall be at the expense of the indemnifying party. Borrowers further agree to
jointly and severally indemnify and hold each Indemnified Person harmless from
all loss, cost (including Attorney Costs), liability and damage whatsoever
incurred by such Indemnified Person, excluding any liability arising out of the
gross negligence, willful misconduct or bad faith of such Indemnified Person, by
reason of any violation of any Environmental Laws or Environmental Permits or
for the Release or threatened Release of any Hazardous Materials into the
environment for which Holdings, any Borrower or any of its Subsidiaries has any
liability or which occurs upon the Mortgaged Property or which is related to any
property currently or formerly owned, leased or operated by or on behalf of
Holdings, any Borrower or any of its Subsidiaries, or by reason of the
imposition of any Environmental Lien or which occurs by a breach of any of the
representations, warranties or covenants relating to environmental matters
contained herein, including, without limitation, by reason by any matters
disclosed in Schedule 6.19, provided that, with respect to any liabilities
arising from acts or failure to act for which Borrower or any of its
Subsidiaries is strictly liable under any Environmental Law or Environmental
Permit, Borrowers' obligation to each Indemnified Person under this indemnity
shall likewise be without regard to fault on the part of any Borrower or any
such Subsidiary. If any Borrower shall fail to do any act or thing which it has
covenanted to do hereunder or any representation or warranty on the part of any
Borrower or any Subsidiary contained herein or in any other Loan Document shall
be breached, Agent may (but shall not be obligated to) do the same or cause it
to be done or remedy any such breach, and may expend its funds for such purpose,
and will use reasonable efforts to give prompt written notice to Borrowers that
it proposes to take such action. Any and all amounts so expended by Agent shall
be repaid to it by Borrowers promptly upon Agent's demand therefor, with
interest at the Default Rate in effect from time to time during the period
including the date so expended by Agent to the date of repayment. To the extent
that the undertaking to indemnify, pay or hold harmless Agent or any Lender as
set forth in this Section 12.4 may be unenforceable because it is violative of
any law or public policy, Borrowers shall make the maximum contribution to the
payment and satisfaction of each of the indemnified liabilities which is
permissible under applicable law. The obligations

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of Borrowers under this Section 12.4 shall survive the termination of this
Agreement and the discharge of Borrowers' other Obligations hereunder.

         (c) Foreign Exchange Indemnity. If any sum due from any Borrower under
this Agreement or any order or judgment given or made in relation hereto has to
be converted from the currency (the "first currency") in which the same is
payable hereunder or under such order or judgment into another currency (the
"second currency") for the purpose of (i) making or filing a claim or proof
against any Borrower with any Governmental Authority or in any court or
tribunal, or (ii) enforcing any order or judgment given or made in relation
hereto, Borrowers agree to jointly and severally indemnify and hold harmless
each of the Persons to whom such sum is due from and against any loss actually
suffered as a result of any discrepancy between (a) the rate of exchange used to
convert the amount in question from the first currency into the second currency,
and (b) the rate or rates of exchange at which such Person, acting in good faith
in a commercially reasonable manner, purchased the first currency with the
second currency after receipt of a sum paid to it in the second currency in
satisfaction, in whole or in part, of any such order, judgment, claim or proof.
The foregoing indemnity shall constitute a separate obligation of Borrowers
distinct from its other obligations hereunder and shall survive the giving or
making of any judgment or order in relation to all or any of such other
obligations.

         Section 12.5. Confirmations. Borrowers and each holder of any portion
of the Obligations agree from time to time, upon written request received by it
from the other, to confirm to the other in writing (with a copy of each such
confirmation to Agent) the aggregate unpaid principal amount of the Loan or
Loans and other Obligations then outstanding.

         Section 12.6. Adjustment; Setoff.

         (a) If any Lender (a "Benefited Lender") shall at any time receive any
payment of all or part of its Loans, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by setoff,
pursuant to events or proceedings of the nature referred to in Section 10.1(e)
or Section 10.1(f) hereof, or otherwise) in a greater proportion than any such
payment to and collateral received by any other Lender in respect of such other
Lender's Loans or interest thereon, such Benefited Lender shall purchase for
cash from the other Lenders such portion of each such other Lender's Loans, or
shall provide such other Lenders with the benefits of any such collateral, or
the proceeds thereof, as shall be necessary to cause such Benefited Lender to
share the excess payment or benefits of such collateral or proceeds ratably with
each Lender; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefited Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest. Borrowers agree that each
Lender so purchasing a portion of another Lender's Loans may exercise all rights
of payment (including, without limitation, rights of setoff) with respect to
such portion as fully as if such Lender were the direct holder of such portion.

         (b) In addition to any rights and remedies of the Lenders provided by
law, each Lender shall have the right, without prior notice to Borrowers, any
such notice being expressly waived by Borrowers, upon the occurrence and during
the continuance of an Event of Default, to set off and apply against any
Obligations, whether matured or unmatured, of Borrowers to such Lender, any
amount owing from such Lender to Borrowers, at or at any time

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after, the happening of any of the above-mentioned events, and the aforesaid
right of setoff may be exercised by such Lender against Borrowers or against any
trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receivers, or execution, judgment or attachment creditor of
Borrowers, or against anyone else claiming through or against, Borrowers or such
trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receivers, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of setoff shall not have been exercised
by such Lender prior to the making, filing or issuance, or service upon such
Lender of, or of notice of, any such petition, assignment for the benefit of
creditors, appointment or application for the appointment of a receiver, or
issuance of execution, subpoena, order or warrant. Each Lender agrees promptly
to notify in writing Borrowers and Agent after any such setoff and application
made by such Lender, provided that the failure to give such notice shall not
affect the validity of such setoff and application.

         (c) Borrowers expressly agree that to the extent any Borrower makes a
payment or payments and such payment or payments, or any part thereof, are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or are required to be repaid to a trustee, receiver, or any other party under
any bankruptcy act, state or federal law, common law or equitable cause, then to
the extent of such payment or repayment, the Indebtedness to the Lenders or part
thereof intended to be satisfied shall be revived and continued in full force
and effect as if said payment or payments had not been made.

         Section 12.7. Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by different parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Agreement.

         Section 12.8. Binding Effect; Assignment; Addition and Substitution of
Lenders.

         (a) This Agreement shall be binding upon, and inure to the benefit of,
Holdings, Borrowers, Agent, the Lenders, all future holders of the Notes and
their respective successors and assigns; provided, however, that neither
Holdings nor any Borrower may assign its rights or obligations hereunder or in
connection herewith or any interest herein (voluntarily, by operation of law or
otherwise) without the prior written consent of Agent and all of the Lenders.

         (b) Each Lender may at any time sell to one or more banks or other
entities ("Participants") participating interests in all or any portion of its
rights and obligations under the Loan Documents (including all or any portion of
its Commitment and Loans and related outstanding Obligations) (in respect of any
Lender, its "Credit Exposure"). In the event of any such sale by a Lender of
participating interests to a Participant, such Lender's obligations under this
Agreement shall remain unchanged, such Lender shall remain solely responsible
for the performance thereof, and Borrowers and Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Each Borrower agrees that if amounts
outstanding under this Agreement or any of the Loan Documents are due or unpaid,
or shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall be deemed to have the
right of setoff in respect of its participating interest in amounts owing under
this Agreement and the Loan


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Documents to the same extent as if the amount of its participating interest were
owing directly to it as a Lender under this Agreement or any other Loan
Document, provided, however, that such right of setoff shall be subject to the
obligation of such Participant to share with the Lenders, and the Lenders agree
to share with such Participant, as provided in Section 12.6. Each Borrower also
agrees that each Participant shall be entitled to the benefits of Section 3.6
and 4.7 with respect to its participation in the Loans outstanding from time to
time, provided that such Participant's benefits under Sections 3.6 and 4.7 shall
be limited to the benefits that the primary Lender would be entitled to
thereunder. Each Lender agrees that any agreement between such Lender and any
such Participant in respect of such participating interest shall not restrict
such Lender's right to approve or agree to any amendment, restatement,
supplement or other modification to, waiver of, or consent under, this Agreement
or any of the Loan Documents except to the extent that any of the forgoing would
(i) extend the final scheduled maturity of any Loan or Note in which such
participant is participating (it being understood that amending the definitions
of Scheduled Term A Repayments (other than the Term A Loan Maturity Date),
Scheduled Term B Repayments (other than the Term B Loan Maturity Date) or
Scheduled Acquisition Repayments (other than the Acquisition Loan Maturity Date)
or amending the other mandatory prepayment provisions or financial covenants
shall not constitute an extension of the final scheduled maturity of any Loan or
Note) or extend the stated maturity of any Letter of Credit in which such
participant is participating beyond the Revolver Termination Date or beyond the
Rollover LC Termination Date in the case of any Rollover Letter of Credit, or
reduce the rate or extend the time of payment of interest or fees on any such
Loan, Note or Letter of Credit (except in connection with a waiver of
applicability of any post-default increase in interest rates) or reduce the
principal amount thereof, or increase the amount of the participant's
participation over the amount thereof then in effect (it being understood that
waivers or modifications of conditions precedent, covenants, Events of Default
or Unmatured Events of Default or of a mandatory reduction in Commitments shall
not constitute a change in the terms of such participation, and that an increase
in any Commitment or Loan shall be permitted without the consent of any
participant if the participant's participation is not increased as a result
thereof), (ii) consent to the assignment or transfer by any Borrower of any of
its rights and obligations under this Agreement or (iii) release all or
substantially all of the Collateral under all of the Security Documents (except
as expressly provided in the Loan Documents) supporting the Loans and/or Letters
of Credit hereunder in which such participant is participating.

         (c) Any Lender may at any time assign to one or more Eligible Assignees
(treating for all purposes under Section 12.8(c) any fund that invests in bank
loans and any other fund that invests in bank loans and is managed by the same
investment advisor of such fund or by an Affiliate of such investment advisor as
a single Eligible Assignee), including an Affiliate thereof (each an
"Assignee"), all or any part of its Credit Exposure pursuant to an Assignment
and Assumption Agreement, provided that (i) it assigns its Credit Exposure in an
amount not less than $5,000,000 (or if less the entire amount of Lender's Credit
Exposure) and (ii) any assignment of all or any portion of any Lender's Credit
Exposure to an Assignee other than another Lender shall require the prior
written consent of Agent and, provided no Unmatured Event of Default or Event of
Default then exists and is continuing, Borrowers (the consent of Borrowers or
Agent not to be unreasonably withheld or delayed), and provided further, that
notwithstanding the foregoing limitations in clauses (i) and (ii), any Lender
may at any time assign all or any part of its Credit Exposure to (x) any
Affiliate of such Lender, (y) in the case of any Lender that is a fund that
invests in bank loans, any other fund that invests in bank loans and

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is managed by the same investment advisor of such Lender or by an Affiliate of
such investment advisor or (z) any other Lender; and provided, further, that
notwithstanding the foregoing, the sale or assignment by any Eligible Assignee
(which acquired an interest in the Credit Exposure of a Lender in an amount less
than $5,000,000 pursuant to the immediately preceding proviso) to any Person
which is not a Lender or an Affiliate of such Eligible Assignee or, in the case
of any Eligible Assignee that is a fund that invests in bank loans, any other
fund that invests in bank loans and is managed by the same investment advisor of
such Eligible Assignee or by an Affiliate of such investment advisor, shall, if
all the Affiliates of such Lender (and, in the case of any Lender that is a fund
that invests in bank loans, all other funds that invest in bank loans and are
managed by the same investment advisor of such Lender or by an Affiliate of such
investment advisor) have a Credit Exposure in the aggregate of $5,000,000 or
more, be subject to the minimum assignment requirement of $5,000,000. Upon
execution of an Assignment and Assumption Agreement and the payment of a
nonrefundable assignment fee of $3,500 in immediately available funds to Agent
at its Payment Office in connection with each such assignment, written notice
thereof by such transferor Lender to Agent and the recording by Agent of such
assignment and the resulting effect upon the Loans, the Revolving Commitment and
Term A Commitment of the assigning Lender and the Assignee, the Assignee shall
have, to the extent of such assignment, the same rights and benefits as it would
have if it were a Lender hereunder and the holder of the Obligations (provided
that Borrowers and Agent shall be entitled to continue to deal solely and
directly with the assignor Lender in connection with the interests so assigned
to the Assignee until written notice of such assignment, together with payment
instructions, addresses and related information with respect to the Assignee,
shall have been given to Borrowers and Agent by the assignor Lender and the
Assignee) and, if the Assignee has expressly assumed, for the benefit of
Borrowers, some or all of the transferor Lender's obligations hereunder, such
transferor Lender shall be relieved of its obligations hereunder to the extent
of such assignment and assumption, and except as described above, no further
consent or action by Borrowers, the Lenders or Agent shall be required. At the
time of each assignment pursuant to this Section 12.8(c) to a Person which is
not already a Lender hereunder and which is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) United States Federal income
tax purposes, the respective Assignee shall provide to Borrowers and Agent the
appropriate IRS Forms (and, if applicable a Section 4.7(d)(ii) Certificate)
described in Section 4.7(d). Each Assignee shall take such Credit Exposure
subject to the provisions of this Agreement and to any request made, waiver or
consent given or other action taken hereunder, prior to the receipt by Agent and
Borrowers of written notice of such transfer, by each previous holder of such
Credit Exposure. Such Assignment and Assumption Agreement shall be deemed to
amend this Agreement and Schedule 1.1(a) hereto, to the extent, and only to the
extent, necessary to reflect the addition of such Assignee as a Lender and the
resulting adjustment of all or a portion of the rights and obligations of such
transferor Lender under this Agreement, the Maximum Commitment, the
determination of its Pro Rata Share, Term A Pro Rata Share, Term B Pro Rata
Share or Revolver Pro Rata Share, as applicable (rounded to twelve decimal
places), the Loans, any outstanding Letters of Credit and any new Notes to be
issued, at Borrowers' expense, to such Assignee, and no further consent or
action by Borrowers or the Lenders shall be required to effect such amendments.

         (d) Each Borrower authorizes each Lender to disclose to any Participant
or Assignee (each, a "Transferee") and any prospective Transferee any and all
financial information in such Lender's possession concerning Holdings or any of
its Subsidiaries which has been

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delivered to such Lender by or on behalf of Holdings or any Borrower pursuant to
this Agreement or which has been delivered to such Lender by Holdings or any of
its Subsidiaries in connection with such Lender's credit evaluation of Borrowers
prior to entering into this Agreement; provided that such Transferee or
prospective Transferee agrees to treat any such information as confidential in
accordance with Section 12.15.

         (e) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time pledge or assign all or any portion of its rights
under this Agreement and the other Loan Documents (including, without
limitation, the Notes held by it) to any Federal Reserve Bank in accordance with
Regulation A of the Federal Reserve Board without notice to, or the consent of,
Agent or Borrowers, and any Lender that is a fund that invests in bank loans
may, without notice to, or the consent of, Agent or Borrowers, pledge all or any
portion of its rights under this Agreement and the other Loan Documents
(including, without limitation, the Notes held by it) to any trustee for, or any
other representative of, holders of obligations owed, or securities issued, by
such fund, as security for such obligations or securities; provided that any
foreclosure or similar action by such trustee shall be subject to the provisions
of this Section concerning assignments. No such pledge or assignment shall
release the transferor Lender from its obligations hereunder.

         Section 12.9. CONSENT TO JURISDICTION; MUTUAL WAIVER OR JURY TRIAL.

              (A) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
    OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF
    NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND,
    BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH CREDIT PARTY HEREBY
    IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
    UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH CREDIT PARTY
    HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION SYSTEM
    WITH OFFICES ON THE DATE HEREOF AT 111 EIGHTH STREET, NEW YORK, NEW YORK
    10011 AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND
    ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE
    OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE
    SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE,
    APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH CREDIT
    PARTY AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN NEW YORK
    CITY ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO
    AGENT UNDER THIS AGREEMENT. EACH CREDIT PARTY FURTHER IRREVOCABLY CONSENTS
    TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY
    SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
    CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH CREDIT PARTY, AT ITS ADDRESS


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    SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE
    THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT
    OF AGENT UNDER THIS AGREEMENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE
    PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
    PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH CREDIT PARTY IN ANY OTHER
    JURISDICTION.

              (B) EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION
    WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE
    AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
    AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
    CLAUSE (A) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO
    PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT
    IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

              (C) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
    WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY COURT OR JURISDICTION,
    INCLUDING WITHOUT LIMITATION THOSE REFERRED TO IN CLAUSE (A) ABOVE, IN
    RESPECT TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE
    OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

         Section 12.10. GOVERNING LAW. THIS AGREEMENT AND EACH NOTE SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF
SAID STATE, INCLUDING SECTIONS 5-1401 and 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS
RULES.

         Section 12.11. Severability of Provisions. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

         Section 12.12. Registry. Each Borrower hereby designates Agent to serve
as such Borrower's agent, solely for purposes of this Section 12.12 to maintain
a register (the "Register") on which it will record the Commitment from time to
time of each of the Lenders, the Loans made by each of the Lenders and each
repayment in respect of the principal amount of the Loans of each Lender.
Failure to make any such recordation, or any error in such recordation shall not
affect any Borrower's obligations in respect of such Loans. With respect to any
Lender, the transfer of the Commitments of such Lender and the rights to the
principal of, and interest on, any Loan made pursuant to such Commitment shall
not be effective until such transfer is


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recorded on the Register maintained by Agent with respect to ownership of such
Commitment and Loans and prior to such recordation all amounts owing to the
transferor with respect to such Commitments and Loans shall remain owing to the
transferor. The registration of assignment or transfer of all or part of any
Commitment and Loans shall be recorded by Agent on the Register only upon the
acceptance by Agent of a properly executed and delivered Assignment and
Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery
of such an Assignment and Assumption Agreement to Agent for acceptance and
registration of assignment or transfer of all or part of a Loan, or as soon
thereafter as practicable, the assigning or transferor Lender shall surrender
the Note evidencing such Loan, and thereupon one or more new Notes in the same
aggregate principal amount then owing to such assignor or transferor Lender
shall be issued to the assigning or transferor Lender and/or the new Lender.
Borrowers agree to jointly and severally indemnify Agent from and against any
and all losses, claims, damages and liabilities of whatsoever nature which may
be imposed on, asserted against or incurred by Agent in performing its duties
under this Section 12.12, except as resulting primarily from the gross
negligence, bad faith or willful misconduct of Agent.

         Section 12.13. Headings. The Table of Contents and Article and Section
headings used in this Agreement are for convenience of reference only and shall
not affect the construction of this Agreement.

         Section 12.14. Termination of Agreement. This Agreement shall terminate
when the Commitment of each Lender has terminated and all outstanding
Obligations (other than any unasserted contingent or indemnification
obligations) and Loans have been paid in full and all Letters of Credit have
expired or been terminated; provided, however, that the rights and remedies of
Agent and each Lender with respect to any representation and warranty made by
any Credit Party pursuant to this Agreement or any other Loan Document, and the
indemnification provisions contained in this Agreement and any other Loan
Document, shall be continuing and shall survive any termination of this
Agreement or any other Loan Document. Upon such termination, all Liens created
under the Loan Documents shall automatically terminate and Agent agrees to
execute such lien release documentation as Borrowers may reasonably request at
Borrowers' sole cost and expense.

         Section 12.15. Confidentiality. Each of the Lenders severally agrees to
keep confidential all non-public information pertaining to Holdings, Borrowers
and their Subsidiaries which is provided to it by any such parties in accordance
with such Lender's customary procedures for handling confidential information of
this nature and in a prudent fashion, and shall not disclose such information to
any Person except (i) to the extent such information is public when received by
such Lender or becomes public thereafter due to the act or omission of any party
other than a Lender, (ii) to the extent such information is independently
obtained from a source other than Holdings, Borrowers or their Subsidiaries and
such information from such source is not, to such Lender's knowledge, subject to
an obligation of confidentiality or, if such information is subject to an
obligation of confidentiality, that disclosure of such information is permitted,
(iii) to an Affiliate of such Lender (who will in turn be required to maintain
confidentiality as if it were a Lender party to this Agreement), counsel,
auditors, examiners of any regulatory authority having jurisdiction over such
Lender, accountants and other consultants retained by Agent or any Lender, (iv)
in connection with any litigation regarding this Agreement or any Loan Document
or the enforcement of the rights of any Lender or Agent under this

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<PAGE>   147

Agreement or any other Loan Document, (v) to the extent required by any
applicable statute, rule or regulation or court order (including , without
limitation, by way of subpoena) or pursuant to the request of any Governmental
Authority having jurisdiction over any Lender or Agent; provided, however, that
in such event, if the Lender(s) are able to do so, the Lender shall provide
Borrowers with prompt notice of such requested disclosure so that Borrowers may
seek a protective order or other appropriate remedy, and, in any event, the
Lenders will endeavor in good faith to provide only that portion of such
information which, in the reasonable judgment of the Lender(s), is relevant and
legally required to be provided, or (vi) to the extent disclosure to other
entities is appropriate in connection with any proposed or actual assignment or
grant of a participation by any of the Lenders of interests in this Agreement
and/or any of the other Loan Documents to such other financial institutions (who
will in turn be required to maintain confidentiality as if they were Lenders
parties to this Agreement). In no event shall Agent or any Lender be obligated
or required to return any such information or other materials furnished by
Holdings or any Borrower.

         Section 12.16. Concerning the Collateral and the Loan Documents.

         (a) Authority. Each Lender (on its own behalf and on behalf of any
Affiliate of such Lender which is a Secured Creditor) authorizes and directs BT
to act as collateral agent and to enter into the Loan Documents relating to the
Collateral for the benefit of the Lenders and the other Secured Creditors. Each
Lender (on its own behalf and on behalf of any Affiliate of such Lender which is
a Secured Creditor) agrees that any action taken by the Agent, the Collateral
Agent or the Required Lenders (or, where required by the express terms, hereof,
a different proportion of the Lenders) in accordance with the provisions hereof
or of the other Loan Documents, and the exercise by the Agent, the Collateral
Agent or the Required Lenders (or, where so required, such different proportion)
of the powers set forth herein or therein, together with such other powers as
are reasonably incidental thereto, shall be authorized and binding upon all of
the Lenders and the other Secured Creditors. Without limiting the generality of
the foregoing, the Agent and the Collateral Agent shall have the sole and
exclusive right and authority to (i) act as the disbursing and collecting agent
for the Lenders and the other Secured Creditors with respect to all payments and
collections arising in connection herewith and with the Loan Documents relating
to the Collateral; (ii) execute and deliver each Loan Document relating to the
Collateral and accept delivery of each such agreement delivered by any Credit
Party, (iii) act as collateral agent for the Lenders and the other Secured
Creditors for purposes stated therein to the extent such perfection is required
under the Loan Documents, provided, however, the Agent and the Collateral Agent
hereby appoints, authorizes and directs each Lender and the other Secured
Creditors to act as collateral sub-agent for the Agent, the Collateral Agent and
the Lenders for purposes of the perfection of all security interests and Liens
with respect to each Credit Party's respective deposit accounts maintained with,
and cash and Cash Equivalents held by, such Lender or such other Secured
Creditor; (iv) manage, supervise and otherwise deal with the Collateral; (v)
take such action as is necessary or desirable to maintain the perfection and
priority of the security interests and liens created or purported to be created
by the Loan Documents, and (vi) except as may be otherwise specifically
restricted by the terms hereof or of any other Loan Document, exercise all
remedies given to the Agent or the Lenders with respect to the Collateral under
the Loan Documents relating thereto, applicable law or otherwise.


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<PAGE>   148
               (b) Release of Collateral.

               (i) The Agent and each Lender (on its own behalf and on behalf
         of any Affiliate of such Lender that is a Secured Creditor) hereby
         directs the Agent and the Collateral Agent to release, in accordance
         with the terms hereof, any Lien held by the Agent or the Collateral
         Agent, under the Security Documents:

                    (A) against all of the Collateral, upon final and
               indefeasible payment in full in cash of the Loans and Obligations
               (other than unasserted contingent and indemnification obligations
               which expressly survive termination) and termination of all
               Commitments and termination hereof;

                    (B) against any part of the Collateral sold or disposed of
               by Holdings or any of its Subsidiaries to the extent such sale or
               disposition is permitted hereby (or permitted pursuant to a
               waiver or consent of a transaction otherwise prohibited hereby);

                    (C) against any Collateral acquired by any Borrower or any
               of its Subsidiaries after the Closing Date and at least 80% of
               the purchase price therefor is within 120 days of the acquisition
               thereof financed with Purchase Money Indebtedness secured by a
               Lien permitted by clause (ix) of the definition of Customary
               Permitted Liens.

                    (D) so long as no Unmatured Event of Default or Event of
               Default has occurred and is continuing, in the sole discretion of
               the Agent upon the request of any Borrower, against any part of
               the Collateral with a fair market value of less than $1,000,000
               in the aggregate during the term of this Agreement as such fair
               market value may be certified to the Agent by such Borrower in an
               officer's certificate reasonably acceptable in form and substance
               to the Agent; and

                    (E) against a part of the Collateral which release does not
               require the consent of all of the Lenders as set forth in Section
               12.1(a)(ii), if such release is consented to by the Required
               Lenders;

provided, however, that (y) the Agent and the Collateral Agent shall not be
required to execute any such document on terms which, in its opinion, would
expose it to liability or create any obligation or entail any consequence other
than the release of such Liens without recourse or warranty, and (z) such
release shall not in any manner discharge, affect or impair the Obligations or
any Liens upon (or obligations of any Borrower or any of its Subsidiaries in
respect of) all interests retained by Borrowers and/or any of their
Subsidiaries, including (without limitation) the proceeds of any sale, all of
which shall continue to constitute part of the Collateral.

               (ii) Each Lender (on its own behalf and on behalf of any
         Affiliate of such Lender that is a Secured Creditor) hereby directs the
         Agent and the Collateral Agent (and the Agent and the Collateral Agent
         agree) to execute and deliver or file such termination and partial
         release statements and such other things as are necessary to release
         Liens to be released pursuant to this Section 12.16 promptly upon the
         effectiveness of any such release or enter into intercreditor
         agreements contemplated or permitted herein.

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         (c) No Obligation. Neither the Agent nor the Collateral Agent shall
have any obligation whatsoever to any Lender or any other Secured Creditor or to
any other Person to assure that the Collateral exists or is owned by any Credit
Party or is cared for, protected or insured or has been encumbered or that the
Liens granted to the Agent and the Collateral Agent herein or pursuant to the
Loan Documents have been properly or sufficiently or lawfully created,
perfected, protected or enforced or are entitled to any particular priority, or
to exercise at all or in any particular manner or under any duty of care,
disclosure or fidelity, or to continue exercising, any of the rights,
authorities and powers granted or available to the Agent or the Collateral Agent
in any of the Loan Documents, it being understood and agreed that in respect of
the Collateral, or any act, omission or event related thereto, Agent and the
Collateral Agent may act in any manner it may deem appropriate, in its sole
discretion, given the Agent's and the Collateral Agent's own interests in the
Collateral as one of the Lenders and that the Agent and the Collateral Agent
shall not have any duty or liability whatsoever to any Lender, provided, that,
notwithstanding the foregoing, the Agent and the Collateral Agent shall be
responsible for its grossly negligent actions or actions constituting
intentional misconduct.

         Section 12.17. Effectiveness. This Agreement shall become effective on
the date (the "Effective Date") on which Holdings, Borrowers, Agent and each of
the Lenders shall have signed a counterpart of this Agreement (whether the same
or different counterparts) and shall have delivered the same to the Agent at the
Notice Office (or to Agent's counsel as directed by such counsel) or, in the
case of the Lenders, shall have given to Agent or telephonic (confirmed in
writing), written, telex or facsimile notice (actually received) at such office
or the office of Agent's counsel that the same has been signed and mailed to it.
Agent will give Borrowers and each Lender prompt written notice of the
occurrence of the Effective Date.

                                  ARTICLE XIII
                        NATURE OF BORROWERS' OBLIGATIONS

         Section 13.1. Nature of Obligations. Notwithstanding anything to the
contrary contained elsewhere in this Agreement, it is understood and agreed by
the various parties to this Agreement that all obligations to repay principal
of, interest on, and all other amounts with respect to, all Term Loans,
Revolving Loans, Acquisition Loans, Swingline Loans, Rollover LC Obligations and
LC Obligations and all other Obligations pursuant to this Agreement and under
any Note (including, without limitation, all fees, indemnities and taxes in
connection therewith or in connection with the related Revolving Loan
Commitments, Term Loan Commitments or Acquisition Loan Commitments (if any))
shall constitute the joint and several obligations of NATG and LISN. In addition
to the direct obligations of the respective Borrowers with respect to
Obligations as described above, all such Obligations shall be guaranteed
pursuant to, and in accordance with the terms of, the Guaranty.

         Section 13.2. Independent Obligation. The obligations of each Borrower
with respect to the Obligations are independent of the obligations of the other
Borrower or any other guarantor, and a separate action or actions may be brought
and prosecuted against each Borrower, whether or not the other Borrower or any
other guarantor is joined in any such action or actions. Each Borrower waives,
to the fullest extent permitted by law, the benefit of any statute of
limitations affecting its liability hereunder or the enforcement thereof. Any
payment by either Borrower or other circumstance which operates to toll any
statute of limitations as to

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<PAGE>   150

such Borrower shall, to the fullest extent permitted by law, operate to toll the
statute of limitations as to each Borrower.

         Section 13.3. Authorization. Each Borrower authorizes Agent and the
Lenders without notice or demand (except as shall be required by applicable
statute and cannot be waived), and without affecting or impairing its liability
hereunder, from time to time to:

         (a) exercise or refrain from exercising any rights against the other
      Borrower or any guarantor or others or otherwise act or refrain from
      acting;

         (b) release or substitute the other Borrower, endorsers, guarantors or
      other obligors;

         (a) settle or compromise any of the Obligations of the other Borrower
      or any other Credit Party, any security therefor or any liability
      (including any of those hereunder) incurred directly or indirectly in
      respect thereof or hereof, and may subordinate the payment of all or any
      part thereof to the payment of any liability (whether due or not) of
      either Borrower to its creditors other than the Lenders;

         (b) apply any sums paid by the other Borrower or any other Person,
      howsoever realized to any liability or liabilities of such Borrower or
      other Person regardless of what liability or liabilities of such Borrower
      or other Person remain unpaid; and/or

         (c) consent to or waive any breach of, or act, omission or default
      under, this Agreement or any of the instruments or agreements referred to
      herein, or otherwise, by the other Borrower or any other Person.

         Section 13.4. Reliance. It is not necessary for Agent or any other
Lender to inquire into the capacity or powers of either Borrower or any of its
Subsidiaries or the officers, directors, members, partners or agents acting or
purporting to act on its behalf, and any Obligations made or created in reliance
upon the professed exercise of such powers shall constitute the joint and
several obligations of the Borrowers hereunder.

         Section 13.5. Contribution; Subrogation. Neither Borrower shall have
any rights of contribution or subrogation with respect to the other Borrower as
a result of payments made by it hereunder, in each case unless and until all
Obligations have been repaid in full in cash.

                            [signature pages follow]


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<PAGE>   151

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

                                   ORIUS CORP.


                                   By: /s/ William J. Mercurio
                                      ------------------------------------------
                                   Name: William J. Mercurio
                                        ----------------------------------------
                                   Title: President and C.E.O.
                                         ---------------------------------------


                                   NATG HOLDINGS, INC.


                                   By: /s/ William J. Mercurio
                                      ------------------------------------------
                                   Name: William J. Mercurio
                                        ----------------------------------------
                                   Title: President and C.E.O.
                                         ---------------------------------------



                                   LISN, LLC


                                   By: /s/ William J. Mercurio
                                      ------------------------------------------
                                   Name: William J. Mercurio
                                        ----------------------------------------
                                   Title: President and C.E.O.
                                         ---------------------------------------





<PAGE>   152


                                   BANKERS TRUST COMPANY,
                                   in its individual capacity and as Agent

                                   By: /s/ Robert R. Telesca
                                      ------------------------------------------
                                   Name: Robert R. Telesca
                                        ----------------------------------------
                                   Title: Assistant Vice President
                                         ---------------------------------------


<PAGE>   153






                                   BANK OF AMERICA, N.A.,
                                   as a Lender

                                   By: /s/ James D. Cockey
                                      ------------------------------------------
                                   Name: James D. Cockey
                                        ----------------------------------------
                                   Title: Principal
                                         ---------------------------------------







<PAGE>   154





                                   SUNTRUST BANK, ATLANTA,
                                   as a Lender


                                   By: /s/ Randolph A. Parrish
                                      ------------------------------------------
                                   Name: Randolph A. Parrish
                                        ----------------------------------------
                                   Title: Vice President
                                         ---------------------------------------




                                   By: /s/ Richard C. Wilson
                                      ------------------------------------------
                                   Name: Richard C. Wilson
                                        ----------------------------------------
                                   Title: Vice President
                                         ---------------------------------------


<PAGE>   155



                                   BANQUE NATIONALE DE PARIS,
                                   as a Lender


                                   By: /s/ Stephanie Rogers
                                      ------------------------------------------
                                   Name: Stephanie Rogers
                                        ----------------------------------------
                                   Title: Vice President
                                         ---------------------------------------



                                   By: /s/ Serge Desrayaud
                                      ------------------------------------------
                                   Name: Serge Desrayaud
                                        ----------------------------------------
                                   Title: Vice President and Team Leader
                                         ---------------------------------------




<PAGE>   156






                                   BAVARIA TRR CORPORATION,
                                   as a Lender


                                   By: /s/ Frank B. Bilotta
                                      ------------------------------------------
                                   Name: Frank B. Bilotta
                                        ----------------------------------------
                                   Title: Vice President
                                         ---------------------------------------







<PAGE>   157





                                   FIRST UNION NATIONAL BANK
                                   as a Lender


                                   By: /s/ Douglas A. Nickel
                                      ------------------------------------------
                                   Name: Douglas A. Nickel
                                        ----------------------------------------
                                   Title: Vice President
                                         ---------------------------------------






<PAGE>   158




                                   HELLER FINANCIAL, INC.,
                                   as a Lender


                                   By: /s/ K. Craig Gallehugh
                                      ------------------------------------------
                                   Name: K. Craig Gallehugh
                                        ----------------------------------------
                                   Title: Vice President
                                         ---------------------------------------






<PAGE>   159





                                   NATIONAL CITY BANK,
                                   as a Lender


                                   By: /s/ Joseph D. Robison
                                      ------------------------------------------
                                   Name: Joseph D. Robison
                                        ----------------------------------------
                                   Title: Vice President
                                         ---------------------------------------






<PAGE>   160





                                   KZH STERLING LLC,
                                   as a Lender


                                   By: /s/ Peter Chin
                                      ------------------------------------------
                                   Name: Peter Chin
                                        ----------------------------------------
                                   Title: Authorized Agent
                                         ---------------------------------------







<PAGE>   161





                                   UNION PLANTERS BANK,
                                   as a Lender


                                   By: /s/ Tom Thurpson
                                      ------------------------------------------
                                   Name: Tom Thurpson
                                        ----------------------------------------
                                   Title: Vice President
                                         ---------------------------------------






<PAGE>   162





                                   VAN KAMPEN SENIOR FLOATING RATE FUND,
                                   as a Lender


                                   By: /s/ Darvin D. Pierce
                                      ------------------------------------------
                                   Name: Darvin D. Pierce
                                        ----------------------------------------
                                   Title: Vice President
                                         ---------------------------------------


<PAGE>   163





                                   VAN KAMPEN PRIME RATE INCOME TRUST,
                                   as a Lender


                                      By:  Van Kampen Investment Advisory Corp.


                                   By: /s/ Darvin D. Pierce
                                      ------------------------------------------
                                   Name: Darvin D. Pierce
                                        ----------------------------------------
                                   Title: Vice President
                                         ---------------------------------------




<PAGE>   164





                                   WACHOVIA BANK, N.A.,
                                   as a Lender


                                   By: /s/ William N. Paty
                                      ------------------------------------------
                                   Name: William N. Paty
                                        ----------------------------------------
                                   Title: Senior Vice President
                                         ---------------------------------------





<PAGE>   165





                                   PPM SPYGLASS FUNDING TRUST,
                                   as a Lender


                                   By: /s/ Kelly C. Walker
                                      ------------------------------------------
                                   Name: Kelly C. Walker
                                        ----------------------------------------
                                   Title: Authorized Agent
                                         ---------------------------------------




<PAGE>   166





                                   FREMONT INVESTMENT & LOAN,
                                   as a Lender


                                   By: /s/ Maria Chachere
                                      ------------------------------------------
                                   Name: Maria Chachere
                                        ----------------------------------------
                                   Title: Vice President
                                         ---------------------------------------


<PAGE>   167




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>                                                                                                            <C>
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS..................................................................................1
   Section 1.1.  Definitions......................................................................................1
   Section 1.2.  Accounting Terms; Financial Statements..........................................................41

ARTICLE II
AMOUNT AND TERMS OF CREDIT.......................................................................................41
   Section 2.1.  The Commitments.................................................................................41
   Section 2.2.  Notes...........................................................................................45
   Section 2.3.  Minimum Amount of Each Borrowing; Maximum Number of Borrowings..................................46
   Section 2.4.  Borrowing Options...............................................................................47
   Section 2.5.  Notice of Borrowing.............................................................................47
   Section 2.6.  Conversion or Continuation......................................................................48
   Section 2.7.  Disbursement of Funds...........................................................................48
   Section 2.8.  Pro Rata Borrowings.............................................................................49
   Section 2.9.  Letter of Credit................................................................................50

ARTICLE III
INTEREST AND FEES................................................................................................57
   Section 3.1.  Interest........................................................................................57
   Section 3.2.  Fees............................................................................................58
   Section 3.3.  Computation of Interest and Fees; Changes in Margins and Fees...................................59
   Section 3.4.  Interest Periods................................................................................59
   Section 3.5.  Compensation for Funding Losses.................................................................60
   Section 3.6.  Increased Costs, Illegality, Etc................................................................61
   Section 3.7.  Replacement of Affected Lenders.................................................................64

ARTICLE IV
REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS...............................................................64
   Section 4.1.  Voluntary Reduction of Commitments..............................................................64
   Section 4.2.  Mandatory Reductions of Commitments.............................................................65
   Section 4.3.  Voluntary Prepayments...........................................................................66
   Section 4.4.  Mandatory Prepayments...........................................................................67
   Section 4.5.  Application of Prepayments......................................................................70
   Section 4.6.  Method and Place of Payment.....................................................................72
   Section 4.7.  Net Payments....................................................................................73

ARTICLE V
CONDITIONS OF CREDIT.............................................................................................75
   Section 5.1.  Conditions Precedent to the Initial Borrowing...................................................75
   Section 5.2.  Conditions Precedent to All Credit Events.......................................................84
   Section 5.3.  Conditions Precedent to All Acquisition Revolving Loan Credit Events............................85
</TABLE>


                                        i

<PAGE>   168
<TABLE>
<S>                                                                                                             <C>
ARTICLE VI
REPRESENTATIONS AND WARRANTIES...................................................................................89
   Section 6.1.  Corporate Status................................................................................89
   Section 6.2.  Corporate Power and Authority...................................................................89
   Section 6.3.  No Violation....................................................................................90
   Section 6.4.  Governmental and Other Approvals................................................................90
   Section 6.5.  Financial Statements; Financial Condition; Undisclosed Liabilities; Projections.................90
   Section 6.6.  Litigation......................................................................................93
   Section 6.7.  True and Complete Disclosure....................................................................93
   Section 6.8.  Use of Proceeds; Margin Regulations.............................................................93
   Section 6.9.  Taxes...........................................................................................94
   Section 6.10.  Compliance With ERISA..........................................................................94
   Section 6.11.  Security Documents.............................................................................95
   Section 6.12.  Documents......................................................................................96
   Section 6.13.  Ownership of Property..........................................................................96
   Section 6.14.  Capitalization.................................................................................97
   Section 6.15.  Subsidiaries...................................................................................97
   Section 6.16.  Compliance With Law, Etc.......................................................................98
   Section 6.17.  Investment Company Act.........................................................................98
   Section 6.18.  Public Utility Holding Company Act.............................................................98
   Section 6.19.  Environmental Matters..........................................................................98
   Section 6.20.  Labor Relations................................................................................99
   Section 6.21.  Intellectual Property, Licenses, Franchises and Formulas.......................................99
   Section 6.22.  Certain Fees..................................................................................100
   Section 6.23.  Transactions..................................................................................100
   Section 6.24.  Y2K...........................................................................................100
   Section 6.25.  Subordination.................................................................................100

ARTICLE VII
AFFIRMATIVE COVENANTS...........................................................................................101
   Section 7.1.  Financial Statements...........................................................................101
   Section 7.2.  Certificates; Other Information................................................................102
   Section 7.3.  Notices........................................................................................103
   Section 7.4.  Conduct of Business and Maintenance of Existence...............................................104
   Section 7.5.  Payment of Obligations.........................................................................104
   Section 7.6.  Inspection of Property, Books and Records......................................................105
   Section 7.7.  ERISA..........................................................................................105
   Section 7.8.  Maintenance of Property, Insurance.............................................................107
   Section 7.9.  Environmental Laws.............................................................................107
   Section 7.10.  Interest Rate Protection......................................................................108
   Section 7.11.  Use of Proceeds...............................................................................108
   Section 7.12.  Additional Security; Further Assurances.......................................................108
   Section 7.13.  End of Fiscal Years; Fiscal Quarters..........................................................110
   Section 7.14.  Y2K...........................................................................................110
   Section 7.15.  Vanke Redemption..............................................................................110
   Section 7.16.  Ownership of Subsidiaries.....................................................................110
</TABLE>


                                       ii

<PAGE>   169

<TABLE>
<S>                                                                                                            <C>
   Section 7.17.  LISN Mergers..................................................................................110
   Section 7.18.  Waiver to Existing Turnkey Agreements.........................................................110

ARTICLE VIII
NEGATIVE COVENANTS..............................................................................................111
   Section 8.1.  Liens..........................................................................................111
   Section 8.2.  Indebtedness...................................................................................112
   Section 8.3.  Guaranties.....................................................................................114
   Section 8.4.  Consolidation, Merger, Purchase or Sale of Assets, etc.........................................115
   Section 8.5.  Dividends or Other Distributions...............................................................118
   Section 8.6.  Limitation on Certain Restrictions on Subsidiaries.............................................119
   Section 8.7.  Issuance of Capital Stock......................................................................120
   Section 8.8.  Loans and Investments..........................................................................120
   Section 8.9.  Transactions with Affiliates...................................................................121
   Section 8.10.  Sale-Leasebacks...............................................................................122
   Section 8.11.  Intentionally Omitted.........................................................................122
   Section 8.12.  Lines of Business.............................................................................122
   Section 8.13.  Fiscal Year...................................................................................123
   Section 8.14.  Limitation on Voluntary Payments and Certain Modifications....................................123
   Section 8.15.  Accounting Changes............................................................................123
   Section 8.16.  Limitation on Creation of Subsidiaries........................................................124
   Section 8.17.  Powers of Attorney............................................................................124

ARTICLE IX
FINANCIAL COVENANTS.............................................................................................124
   Section 9.1.  Capital Expenditures...........................................................................124
   Section 9.2.  Interest Coverage Ratio........................................................................125
   Section 9.3.  Leverage Ratio.................................................................................126
   Section 9.4.  Adjusted Fixed Charge Coverage Ratio...........................................................127
   Section 9.5.  Maintenance of Consolidated Net Worth..........................................................127

ARTICLE X
EVENTS OF DEFAULT...............................................................................................127
   Section 10.1.  Events of Default.............................................................................127
   Section 10.2.  Rights Not Exclusive..........................................................................131

ARTICLE XI
THE AGENT.......................................................................................................131
   Section 11.1.  Appointment...................................................................................131
   Section 11.2.  Nature of Duties..............................................................................131
   Section 11.3.  Exculpation, Rights Etc.......................................................................132
   Section 11.4.  Reliance......................................................................................132
   Section 11.5.  Indemnification...............................................................................132
   Section 11.6.  Agent In Its Individual Capacity..............................................................133
   Section 11.7.  Notice of Default.............................................................................133
   Section 11.8.  Holders of Obligations........................................................................133
   Section 11.9.  Resignation by Agent..........................................................................133
</TABLE>


                                      iii

<PAGE>   170

<TABLE>
<S>                                                                                                            <C>
   Section 11.10.  Other Titles.................................................................................134

ARTICLE XII
MISCELLANEOUS...................................................................................................134
   Section 12.1.  No Waiver; Modifications in Writing...........................................................134
   Section 12.2.  Further Assurances............................................................................136
   Section 12.3.  Notices, Etc..................................................................................136
   Section 12.4.  Costs, Expenses and Taxes; Indemnification....................................................137
   Section 12.5.  Confirmations.................................................................................139
   Section 12.6.  Adjustment; Setoff............................................................................139
   Section 12.7.  Execution in Counterparts.....................................................................140
   Section 12.8.  Binding Effect; Assignment; Addition and Substitution of Lenders..............................140
   Section 12.9.  CONSENT TO JURISDICTION; MUTUAL WAIVER OR JURY TRIAL..........................................143
   Section 12.10.  GOVERNING LAW................................................................................144
   Section 12.11.  Severability of Provisions...................................................................144
   Section 12.12.  Registry.....................................................................................144
   Section 12.13.  Headings.....................................................................................145
   Section 12.14.  Termination of Agreement.....................................................................145
   Section 12.15.  Confidentiality..............................................................................145
   Section 12.16.  Concerning the Collateral and the Loan Documents.............................................146
   Section 12.17.  Effectiveness................................................................................148

ARTICLE XIII
NATURE OF BORROWERS' OBLIGATIONS................................................................................148
   Section 13.1.  Nature of Obligations.........................................................................148
   Section 13.2.  Independent Obligation........................................................................148
   Section 13.3.  Authorization.................................................................................149
   Section 13.4.  Reliance......................................................................................149
   Section 13.5.  Contribution; Subrogation.....................................................................149
</TABLE>

<TABLE>
<CAPTION>

                                    EXHIBITS
                                    --------
<S>                <C>
Exhibit 1.1(a)      Form of Rollover Letter of Credit
Exhibit 2.1(c)      Form of Swing Line Loan Participation Certificate
Exhibit 2.2(a)(1)   Form of Term A Note
Exhibit 2.2(a)(2)   Form of Term B Note
Exhibit 2.2(a)(3)   Form of Revolving Note
Exhibit 2.2(a)(4)   Form of Swing Line Note
Exhibit 2.5         Form of Notice of Borrowing
Exhibit 2.6         Form of Notice of Conversion or Continuation
Exhibit 2.9         Form of Letter of Credit Request
Exhibit 4.7(d)      Form of Section 4.7(d)(ii) Certificate
Exhibit 5.1(b)      Form of Security Agreement
Exhibit 5.1(b)(v)   Form of Perfection Certificate
Exhibit 5.1(c)      Form of Pledge Agreement
Exhibit 5.1(d)      Form of Control Agreement
</TABLE>


                                       iv

<PAGE>   171

<TABLE>
<S>                <C>
Exhibit 5.1(e)(1)   Form of Holdings Guaranty
Exhibit 5.1(e)(2)   Form of Subsidiary Guaranty
Exhibit 5.1(f)      Form of Collateral Assignment of Leases
Exhibit 5.1(i)      Form of Officer's Certificate
Exhibit 5.1(j)      Form of Secretary's Certificate
Exhibit 5.1(r)      Form of Appointment of Agent
Exhibit 5.1(aa)     Form of Solvency Certificate
Exhibit 7.2(b)      Form of Officer's Certificate Pursuant to Section 7.2(b)
Exhibit 12.8(c)     Form of Assignment and Assumption Agreement
</TABLE>

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

<S>                <C>
Schedule 1.1(a)     Commitments
Schedule 1.1(b)     Rollover Letters of Credit
Schedule 6.3        Approvals and Consents
Schedule 6.5(a)     Pro Forma Balance Sheet
Schedule 6.5(c)     Undisclosed Liabilities
Schedule 6.5(d)     Indebtedness
Schedule 6.9        Tax Status
Schedule 6.11(c)    Real Property
Schedule 6.12       Waivers
Schedule 6.14       Capitalization
Schedule 6.15       Capitalization of Subsidiaries
Schedule 6.19       Environmental
Schedule 6.22       Certain Fees
Schedule 7.8        Insurance
Schedule 8.1(c)     Existing Liens
Schedule 8.2(n)     Existing Earn-Out Obligations
Schedule 8.3        Guaranties
Schedule 8.6(a)     Existing Restrictions on Subsidiaries
Schedule 8.8        Existing Investments
Schedule 12.3       Notice Addresses

</TABLE>




                                       v