<PAGE>   1
================================================================================

                                  $675,000,000
                                CREDIT AGREEMENT

                                   DATED AS OF
                                  APRIL 3, 2000

                                      AMONG

                                 OM GROUP, INC.
                                   AS BORROWER

                     THE LENDING INSTITUTIONS NAMED THEREIN
                                   AS LENDERS

                            DLJ CAPITAL FUNDING, INC.
                     AS A LENDER, THE SYNDICATION AGENT AND
                              A JOINT LEAD ARRANGER

                               NATIONAL CITY BANK
        AS A LENDER, THE SWING LINE LENDER, THE LETTER OF CREDIT ISSUER,
               THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND
                              A JOINT LEAD ARRANGER

                               ABN AMRO BANK N. V.
                             AS DOCUMENTATION AGENT

                         $325,000,000 REVOLVING FACILITY
                          $150,000,000 TERM A FACILITY
                          $200,000,000 TERM B FACILITY



================================================================================
<PAGE>   2
                                TABLE OF CONTENTS
                                                                          Page
                                                                          ----
<TABLE>
<CAPTION>

<S>                <C>                                                                <C>
SECTION 1          DEFINITIONS AND TERMS ............................................   1
         1.1       CERTAIN DEFINED TERMS ............................................   1
         1.2       COMPUTATION OF TIME PERIODS ......................................  20
         1.3       ACCOUNTING TERMS .................................................  20
         1.4       TERMS GENERALLY ..................................................  20
         1.5       CURRENCY EQUIVALENTS .............................................  21

SECTION 2          AMOUNT AND TERMS OF LOANS ........................................  21
         2.1       COMMITMENTS FOR LOANS ............................................  21
         2.2       MINIMUM BORROWING AMOUNTS, ETC.; PRO RATA BORROWINGS 22
         2.3       PROCEDURES FOR BORROWING AND DISBURSEMENT OF FUNDS ...............  22
         2.4       REFUNDING OF, OR PARTICIPATION IN, SWING LINE LOANS ..............  24
         2.5       NOTES; LOAN ACCOUNTS .............................................  25
         2.6       CONVERSIONS ......................................................  26
         2.7       INTEREST .........................................................  27
         2.8       SELECTION AND CONTINUATION OF INTEREST PERIODS ...................  30
         2.9       INCREASED COSTS, ILLEGALITY, ETC 31
         2.10      BREAKAGE COMPENSATION ............................................  32
         2.11      CHANGE OF LENDING OFFICE; REPLACEMENT OF LENDERS .................  33

SECTION 3          LETTERS OF CREDIT ................................................  33
         3.1       LETTERS OF CREDIT ................................................  33
         3.2       LETTER OF CREDIT REQUESTS: NOTICES OF ISSUANCE ...................  34
         3.3       AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS .....................  35
         3.4       LETTER OF CREDIT PARTICIPATIONS ..................................  35
         3.5       INCREASED COSTS ..................................................  37
         3.6       GUARANTY OF LETTER OF CREDIT OBLIGATIONS OF OTHER
                   LETTER OF CREDIT OBLIGORS ........................................  37

SECTION 4          FEES; COMMITMENTS ................................................  39
         4.1       FEES .............................................................  39
         4.2       VOLUNTARY TERMINATION/REDUCTION OF COMMITMENTS ...................  40
         4.3       MANDATORY ADJUSTMENTS OF COMMITMENTS, ETC 41

SECTION 5          PAYMENTS .........................................................  42
         5.1       VOLUNTARY PREPAYMENTS ............................................  42
         5.2       SCHEDULED REPAYMENTS AND MANDATORY PREPAYMENTS ...................  43
         5.3       METHOD AND PLACE OF PAYMENT ......................................  48
         5.4       NET PAYMENTS .....................................................  49

SECTION 6          CONDITIONS PRECEDENT .............................................  50
         6.1       CONDITIONS PRECEDENT AT CLOSING DATE .............................  50
         6.2       CONDITIONS PRECEDENT TO ALL CREDIT EVENTS ........................  54

SECTION 7          REPRESENTATIONS AND WARRANTIES ...................................  54
         7.1       CORPORATE STATUS, ETC. ...........................................  54
         7.2       SUBSIDIARIES .....................................................  54
         7.3       CORPORATE POWER AND AUTHORITY, ETC. ..............................  54
         7.4       NO VIOLATION .....................................................  54
         7.5       GOVERNMENTAL APPROVALS ...........................................  55
</TABLE>

<PAGE>   3
<TABLE>

<S>                <C>                                                                 <C>
         7.6       LITIGATION .......................................................  55
         7.7       USE OF PROCEEDS; MARGIN REGULATIONS ..............................  55
         7.8       FINANCIAL STATEMENTS, ETC ........................................  55
         7.9       NO MATERIAL ADVERSE CHANGE. ......................................  56
         7.10      TAX RETURNS AND PAYMENTS .........................................  57
         7.11      TITLE TO PROPERTIES, ETC. ........................................  57
         7.12      LAWFUL OPERATIONS, ETC ...........................................  57
         7.13      ENVIRONMENTAL MATTERS ............................................  57
         7.14      COMPLIANCE WITH ERISA ............................................  57
         7.15      INTELLECTUAL PROPERTY, ETC .......................................  58
         7.16      INVESTMENT COMPANY ...............................................  58
         7.17      YEAR 2000 COMPUTER MATTERS .......................................  58
         7.18      EXISTING INDEBTEDNESS ............................................  58
         7.19      BURDENSOME CONTRACTS; LABOR RELATIONS ............................  58
         7.20      SECURITY INTERESTS ...............................................  59
         7.21      TARGET ACQUISITION DOCUMENTS, ETC ................................  59
         7.22      TRUE AND COMPLETE DISCLOSURE .....................................  59

SECTION 8          AFFIRMATIVE COVENANTS ............................................  60
         8.1       REPORTING REQUIREMENTS ...........................................  60
         8.2       BOOKS, RECORDS AND INSPECTIONS ...................................  62
         8.3       INSURANCE ........................................................  63
         8.4       PAYMENT OF TAXES AND CLAIMS ......................................  63
         8.5       CORPORATE FRANCHISES .............................................  63
         8.6       MAINTENANCE OF PROPERTIES ........................................  64
         8.7       COMPLIANCE WITH STATUTES, ETC ....................................  64
         8.8       COMPLIANCE WITH ENVIRONMENTAL LAWS ...............................  64
         8.9       FISCAL YEARS, FISCAL QUARTERS ....................................  65
         8.10      HEDGE AGREEMENTS, ETC ............................................  65
         8.11      CERTAIN SUBSIDIARIES TO JOIN IN SUBSIDIARY GUARANTY ..............  65
         8.12      ADDITIONAL SECURITY; FURTHER ASSURANCES ..........................  66
         8.13      CASUALTY AND CONDEMNATION ........................................  68
         8.14      LANDLORD/MORTGAGEE WAIVERS; BAILEE LETTERS .......................  68
         8.15      MOST FAVORED COVENANT STATUS .....................................  68
         8.16      AUDITED CLOSING DATE FINANCIAL STATEMENTS OF TARGET ..............  69
         8.17      SENIOR DEBT ......................................................  69

SECTION 9          NEGATIVE COVENANTS ...............................................  69
         9.1       CHANGES IN BUSINESS ..............................................  69
         9.2       CONSOLIDATION, MERGER, ACQUISITIONS, ASSET SALES, ETC. ...........  69
         9.3       LIENS ............................................................  71
         9.4       INDEBTEDNESS .....................................................  71
         9.5       ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS ............  72
         9.6       DIVIDENDS AND OTHER RESTRICTED PAYMENTS ..........................  74
         9.7       CONSOLIDATED TOTAL DEBT/CONSOLIDATED EBITDA RATIO ................  74
         9.8       CONSOLIDATED TOTAL DEBT/CONSOLIDATED TOTAL CAPITALIZATION RATIO ..  75
         9.9       FIXED CHARGE COVERAGE RATIO ......................................  75
         9.10      CERTAIN LEASES ...................................................  76
         9.11      LIMITATION ON CERTAIN RESTRICTIVE AGREEMENTS .....................  76
         9.12      PREPAYMENTS AND REFINANCINGS OF OTHER DEBT, ETC. .................  76
         9.13      TRANSACTIONS WITH AFFILIATES .....................................  77
</TABLE>

                                       ii
<PAGE>   4

<TABLE>
<S>                <C>                                                                 <C>
         9.14      MODIFICATIONS OF TARGET ACQUISITION DOCUMENTS, ETC ...............  77
         9.15      PLAN TERMINATIONS, MINIMUM FUNDING, ETC. .........................  77

SECTION 10         EVENTS OF DEFAULT ................................................  77
         10.1      EVENTS OF DEFAULT ................................................  77
         10.2      ACCELERATION, ETC. ...............................................  79
         10.3      APPLICATION OF LIQUIDATION PROCEEDS ..............................  80

SECTION 11         THE ADMINISTRATIVE AGENT .........................................  80
         11.1      APPOINTMENT ......................................................  80
         11.2      DELEGATION OF DUTIES .............................................  81
         11.3      EXCULPATORY PROVISIONS ...........................................  81
         11.4      RELIANCE BY ADMINISTRATIVE AGENT .................................  81
         11.5      NOTICE OF DEFAULT ................................................  82
         11.6      NON-RELIANCE .....................................................  82
         11.7      INDEMNIFICATION ..................................................  82
         11.8      THE ADMINISTRATIVE AGENT IN INDIVIDUAL CAPACITY ..................  82
         11.9      SUCCESSOR ADMINISTRATIVE AGENT ...................................  82
         11.10     OTHER AGENTS .....................................................  83

SECTION 12         MISCELLANEOUS ....................................................  83
         12.1      PAYMENT OF EXPENSES ETC. .........................................  83
         12.2      RIGHT OF SETOFF ..................................................  84
         12.3      NOTICES ..........................................................  84
         12.4      BENEFIT OF AGREEMENT .............................................  85
         12.5      NO WAIVER: REMEDIES CUMULATIVE ...................................  88
         12.6      PAYMENTS PRO RATA; SHARING OF SETOFFS, ETC .......................  88
         12.7      CALCULATIONS: COMPUTATIONS .......................................  88
         12.8      GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE;
                   WAIVER OF JURY TRIAL .............................................  89
         12.9      COUNTERPARTS .....................................................  89
         12.10     EFFECTIVENESS; INTEGRATION .......................................  89
         12.11     HEADINGS DESCRIPTIVE .............................................  90
         12.12     AMENDMENT OR WAIVER ..............................................  90
         12.13     SURVIVAL OF INDEMNITIES ..........................................  91
         12.14     DOMICILE OF LOANS ................................................  91
         12.15     CONFIDENTIALITY ..................................................  92
         12.16     LENDER REGISTER ..................................................  92
         12.17     LIMITATIONS ON LIABILITY OF THE LETTER OF CREDIT ISSUERS .........  93
         12.18     GENERAL LIMITATION OF LIABILITY ..................................  93
         12.19     NO DUTY ..........................................................  93
         12.20     LENDERS AND AGENT NOT FIDUCIARY TO BORROWER, ETC .................  93
         12.21     SURVIVAL OF REPRESENTATIONS AND WARRANTIES .......................  93
         12.22     SEVERABILITY. ....................................................  94
         12.23     INDEPENDENCE OF COVENANTS ........................................  94
         12.24     INTEREST RATE LIMITATION. ........................................  94
</TABLE>


                                       iii

<PAGE>   5

                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT, dated as of April 3, 2000, among the following:

                 (i) OM GROUP, INC., a Delaware corporation (herein, together
         with its successors and assigns, the "BORROWER");

                 (ii) the lending institutions signatory hereto (each a "LENDER"
         and collectively, the "LENDERS");

                 (iii) DLJ CAPITAL FUNDING, INC., a Delaware corporation, as a
         Lender, the syndication agent (the "SYNDICATION AGENT") and a Joint
         Lead Arranger (a "JOINT LEAD ARRANGER");

                 (iv) NATIONAL CITY BANK, a national banking association, as a
         Lender, the Swing Line Lender, the Letter of Credit Issuer, and as the
         administrative agent (the "ADMINISTRATIVE AGENT"), the collateral agent
         (the "COLLATERAL AGENT") and a Joint Lead Arranger; and

                 (v) ABN AMRO BANK N. V., as a Lender and as the documentation
         agent (the "DOCUMENTATION AGENT"):

         PRELIMINARY STATEMENTS:

         (1) Unless otherwise defined herein, all capitalized terms used herein
and defined in section 1 are used herein as so defined.

         (2) The Borrower has applied to the Lenders for credit facilities in
order to (i) finance the acquisition by the Borrower of all of the capital stock
of Outokumpu Nickel Oy, a company formed under the Finnish Companies Act (the
"TARGET"), pursuant to the Share Purchase Agreement, dated as of February 23,
2000, among Outokumpu Nickel B. V., a company existing under the laws of The
Netherlands (herein, together with its successors and assigns, the "SELLER"),
the Borrower and others (such Share Purchase Agreement, as amended or otherwise
modified from time to time, the "TARGET PURCHASE AGREEMENT"), (ii) retire
certain existing Indebtedness, and (iii) provide working capital and funds for
other lawful purposes.

         (3) Subject to and upon the terms and conditions set forth herein, the
Lenders are willing to make available to the Borrower the credit facilities
provided for herein.

         NOW, THEREFORE, it is agreed:

         SECTION 1. DEFINITIONS AND TERMS.

         1.1. CERTAIN DEFINED TERMS. As used herein, the following terms shall
have the meanings herein specified unless the context otherwise requires.

         "ACQUISITION" shall mean and include (i) any acquisition on a going
concern basis (whether by purchase, lease or otherwise) of any facility and/or
business operated by any person who is not a Subsidiary of the Borrower, and
(ii) acquisitions of a majority of the outstanding equity or other similar
interests in any such person (whether by merger, stock purchase or otherwise).

         "ADDITIONAL SECURITY DOCUMENT" shall have the meaning provided in
section 8.12(b).

         "ADJUSTED LIBO RATE" shall mean with respect to each Interest Period
for a LIBOR Loan, (i) the rate per annum appearing on page 3750 of the Telerate
Service (or on any successor or substitute page of such Service, or any
successor

<PAGE>   6

to or substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to U.S. dollar deposits in the London interbank
market), at approximately 11:00 a.m. (London time) two Business Days prior to
the commencement of such Interest Period, as the rate for U.S. dollar deposits
with a maturity comparable to such Interest Period, divided (and rounded to the
nearest ten thousandth of 1%) by (ii) a percentage equal to 100% minus the then
stated maximum rate of all reserve requirements (including, without limitation,
any marginal, emergency, supplemental, special or other reserves and without
benefit of credits for proration, exceptions or offsets which may be available
from time to time) applicable to any member bank of the Federal Reserve System
in respect of Eurocurrency liabilities as defined in Regulation D (or any
successor category of liabilities under Regulation D); PROVIDED, HOWEVER, that
in the event that the rate referred to in clause (i) above is not available at
any such time for any reason, then the rate referred to in clause (i) shall
instead be the average (rounded to the nearest ten thousandth of 1%) of the
rates at which U.S. dollar deposits of $5,000,000 are offered to the Reference
Banks in the London interbank market at approximately 11:00 a.m. (London time),
two Business Days prior to the commencement of such Interest Period, for
contracts which would be entered into at the commencement of such Interest
Period.

         "ADMINISTRATIVE AGENT" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to section 11.9.

         "AFFILIATE" shall mean, with respect to any person, any other person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with such person, or, in the case of any Lender which is an
investment fund, the investment advisor thereof and any investment fund having
the same investment advisor. A person shall be deemed to control a second person
if such first person possesses, directly or indirectly, the power (i) to vote
20% or more of the securities having ordinary voting power for the election of
directors or managers of such second person or (ii) to direct or cause the
direction of the management and policies of such second person, whether through
the ownership of voting securities, by contract or otherwise. Notwithstanding
the foregoing, (x) a director, officer or employee of a person shall not, solely
by reason of such status, be considered an Affiliate of such person; and (y)
neither the Administrative Agent nor any Lender shall in any event be considered
an Affiliate of the Borrower or any other Credit Party or any of their
respective Subsidiaries.

         "AGREEMENT" shall mean this Credit Agreement, as the same may be from
time to time further modified, amended and/or supplemented.

         "ALTERNATIVE CURRENCY" shall mean and include any lawful currency other
than Dollars which is (i) readily and freely transferable and convertible into
Dollars, and (ii) is acceptable to any applicable Letter of Credit Issuer and
the Lenders whose Revolving Percentages constitute a majority of the Revolving
Percentages.

         "APPLICABLE LENDING OFFICE" shall mean, with respect to each Lender,
(i) such Lender's Domestic Lending Office in the case of Borrowings consisting
of Prime Rate Loans and (ii) such Lender's LIBOR Lending Office in the case of
Borrowings consisting of LIBOR Loans, and (iii) in the case of Borrowings from
the Swing Line Lender which consist of Money Market Rate Loans, the Domestic
Lending Office of the Swing Line Lender.

         "APPLICABLE LIBOR MARGIN" shall have the meaning provided in section
2.7(g).

         "APPLICABLE PRIME RATE MARGIN" shall have the meaning provided in
section 2.7(g).

         "ASSET SALE" shall mean, with respect to any person, any sale, lease,
transfer or other disposition by such person (including a consolidation or
merger or other sale of any Subsidiary of such person with, into or to any other
person in a transaction in which such Subsidiary ceases to be a Subsidiary) of
(i) all or substantially all of the assets of any division or line of business
of such person or any of its Subsidiaries, (ii) any manufacturing or processing
plant or facility of such person or any of its Subsidiaries, (iii) shares of
capital stock or other equity interests (or any options, warrants or rights to
acquire any such shares or other equity interests) of a Subsidiary, with the
result that the Borrower's fully diluted direct and indirect percentage
ownership interest in such Subsidiary is reduced, including any such transaction
resulting in such Subsidiary ceasing to be a Subsidiary, or effected by means of
a liquidation of a corporation, partnership or limited liability company which
is not a Wholly-Owned Subsidiary, or (v) other non-cash


                                       2
<PAGE>   7


assets or rights of such person or any Subsidiary outside the ordinary course of
business, PROVIDED that the term Asset Sale specifically excludes (x) any sales,
transfers or other dispositions of inventory, or obsolete or excess furniture,
fixtures, equipment or other property, real or personal, tangible or intangible,
in each case in the ordinary course of business, and (y) any Event of Loss. The
term Asset Sale specifically includes any Sale and Lease-Back Transaction.

         "ASSIGNMENT AGREEMENT" shall mean an Assignment Agreement substantially
in the form of Exhibit E hereto.

         "AUTHORIZED OFFICER" shall mean any officer or employee of the Borrower
designated as such in writing to the Administrative Agent by the Borrower.

         "BANKRUPTCY CODE" shall have the meaning provided in section 10.1(h).

         "BORROWER" shall have the meaning provided in the first paragraph of
this Agreement.

         "BORROWING" shall mean a Revolving Borrowing, a Swing Line Borrowing or
a Term Borrowing, as the case may be.

         "BUSINESS DAY" shall mean (i) for all purposes other than as covered by
clause (ii) below, any day excluding Saturday, Sunday and any day which shall be
in the city in which the Payment Office is located 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, LIBOR 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 U.S. dollar deposits in the interbank Eurodollar market.

         "CAPITAL LEASE" as applied to any person shall mean any lease of any
property (whether real, personal or mixed) by that person as lessee which, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that person.

         "CAPITALIZED LEASE OBLIGATIONS" shall mean all obligations under
Capital Leases of the Borrower or any of its Subsidiaries in each case taken at
the amount thereof accounted for as liabilities identified as "capital lease
obligations" (or any similar words) on a consolidated balance sheet of the
Borrower and its Subsidiaries prepared in accordance with GAAP.

         "CASH EQUIVALENTS" shall mean any of the following:

                  (i) securities issued or directly and fully guaranteed or
         insured by the United States of America or any agency or
         instrumentality thereof (PROVIDED that the full faith and credit of the
         United States of America is pledged in support thereof) having
         maturities of not more than one year from the date of acquisition;

                  (ii) U.S. dollar denominated time deposits, certificates of
         deposit and bankers' acceptances of (x) any Lender or (y) any bank
         whose short-term commercial paper rating from S&P is at least A-1 or
         the equivalent thereof or from Moody's is at least P-1 or the
         equivalent thereof (any such bank, an "APPROVED BANK"), in each case
         with maturities of not more than three months from the date of
         acquisition;

                  (iii) commercial paper issued by any Lender or Approved Bank
         or by the parent company of any Lender or Approved Bank and commercial
         paper issued by, or guaranteed by, any industrial or financial company
         with a short- term commercial paper rating of at least A-1 or the
         equivalent thereof by S&P or at least P-1 or the equivalent thereof by
         Moody's, or guaranteed by any industrial company with a long term
         unsecured debt rating of at least A or A2, or the equivalent of each
         thereof, from S&P or Moody's, as the case may be, and in each case
         maturing within 90 days after the date of acquisition;

                  (iv) fully collateralized repurchase agreements entered into
         with any Lender or Approved Bank having a term of not more than 30 days
         and covering securities described in clause (i) above;


                                       3
<PAGE>   8

                  (v) investments in money market funds substantially all the
         assets of which are comprised of securities of the types described in
         clauses (i) through (iv) above;

                  (vi) investments in money market funds access to which is
         provided as part of "sweep" accounts maintained with a Lender or an
         Approved Bank;

                  (vii) investments in industrial development revenue bonds
         which (A) "re-set" interest rates not less frequently than quarterly,
         (B) are entitled to the benefit of a remarketing arrangement with an
         established broker dealer, and (C) are supported by a direct pay letter
         of credit covering principal and accrued interest which is issued by an
         Approved Bank;

                  (viii) investments in pooled funds or investment accounts
         consisting of investments of the nature described in the foregoing
         clause (vii); and

                  (ix) in the case of any Foreign Subsidiary only, short term
         deposits, certificates of deposit, repurchase agreements and similar
         financial instruments, in any currency, with or issued by any local or
         international financial institution with undivided capital and surplus
         of at least $350,000,000 (or the equivalent in any applicable
         currency).

         "CASH PROCEEDS" shall mean, with respect to (i) any Asset Sale, the
aggregate cash payments (including any cash received by way of deferred payment
pursuant to a note receivable issued in connection with such Asset Sale, other
than the portion of such deferred payment constituting interest, but only as and
when so received) received by the Borrower and/or any Subsidiary from such Asset
Sale, and (ii) any Event of Loss, the aggregate cash payments, including all
insurance proceeds and proceeds of any award for condemnation or taking,
received in connection with such Event of Loss.

         "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. Sec. 9601 ET SEQ.

         "CHANGE OF CONTROL" shall mean and include any of the following:

                  (i) during any period of two consecutive calendar years,
         individuals who at the beginning of such period constituted the
         Borrower's Board of Directors (together with any new directors (x)
         whose election by the Borrower's Board of Directors was, or (y) whose
         nomination for election by the Borrower's shareholders was (prior to
         the date of the proxy or consent solicitation relating to such
         nomination), approved by a vote of at least two-thirds of the directors
         then still in office who either were directors at the beginning of such
         period or whose election or nomination for election was previously so
         approved), shall cease for any reason to constitute a majority of the
         directors then in office;

                  (ii) any person or group (as such term is defined in section
         13(d)(3) of the 1934 Act) shall acquire, directly or indirectly,
         beneficial ownership (within the meaning of Rule 13d-3 and 13d-5 of the
         1934 Act) of more than 50%, on a fully diluted basis, of the economic
         or voting interest in the Borrower's capital stock;

                  (iii) the shareholders of the Borrower approve a merger or
         consolidation of the Borrower with any other person, OTHER than a
         merger or consolidation which would result in the voting securities of
         the Borrower outstanding immediately prior thereto continuing to
         represent (either by remaining outstanding or by being converted or
         exchanged for voting securities of the surviving or resulting entity)
         more than 50% of the combined voting power of the voting securities of
         the Borrower or such surviving or resulting entity outstanding after
         such merger or consolidation;

                  (iv) the shareholders of the Borrower approve a plan of
         complete liquidation of the Borrower or an agreement or agreements for
         the sale or disposition by the Borrower of all or substantially all of
         the Borrower's assets; and/or


                                       4
<PAGE>   9

                  (v) any "change in control" or any similar term as defined in
         any of the indentures, credit agreements or other instruments governing
         any Indebtedness of the Borrower or any of its Subsidiaries with an
         outstanding principal amount, or providing for commitments to lend in
         an outstanding principal amount, of at least $10,000,000 (or the
         equivalent amount in any other currency).

         "CLOSING DATE" shall mean the date, on or after the Effective Date,
upon which the conditions specified in section 6.1 are satisfied.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and the rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the Effective
Date and any subsequent provisions of the Code, amendatory thereof, supplemental
thereto or substituted therefor.

         "COLLATERAL" shall mean any collateral covered by any Security
Document.

         "COLLATERAL AGENT" shall mean the Administrative Agent acting as
Collateral Agent for the Lenders pursuant to the Security Documents.

         "COMMITMENT" shall mean, with respect to each Lender, its Term A
Commitment, if any, its Term B Commitment, if any, its Revolving Commitment, if
any, or its Swing Line Commitment, if any, or any or all of such Commitments of
a Lender, as applicable.

         "COMMITMENT FEE" shall have the meaning provided in section 4.1(a).

         "CONSOLIDATED AMORTIZATION EXPENSE" shall mean, for any period, all
amortization expenses of the Borrower and its Subsidiaries, all as determined
for the Borrower and its Subsidiaries on a consolidated basis in accordance with
GAAP.

         "CONSOLIDATED CAPITAL EXPENDITURES" shall mean, for any period, the
aggregate of all expenditures (whether paid in cash or accrued as liabilities
and including in all events amounts expended or capitalized under Capital Leases
and Synthetic Leases but excluding any amount representing capitalized interest)
by the Borrower and its Subsidiaries during that period that, in conformity with
GAAP, are or are required to be included in the property, plant or equipment
reflected in the consolidated balance sheet of the Borrower and its
Subsidiaries.

         "CONSOLIDATED DEPRECIATION EXPENSE" shall mean, for any period, all
depreciation expenses of the Borrower and its Subsidiaries, all as determined
for the Borrower and its Subsidiaries on a consolidated basis in accordance with
GAAP.

         "CONSOLIDATED EBITDA" shall mean, for any period, Consolidated Net
Income for such period; PLUS (A) the sum of the amounts for such period included
in determining such Consolidated Net Income of (i) Consolidated Interest
Expense, (ii) Consolidated Income Tax Expense, (iii) Consolidated Depreciation
Expense, (iv) Consolidated Amortization Expense, and (v) non cash losses and
charges which are properly classified as extraordinary or nonrecurring; less (B)
gains on sales of assets and other extraordinary gains and other non-recurring
non-cash gains; all as determined for the Borrower and its Subsidiaries on a
consolidated basis in accordance with GAAP; EXCEPT that in computing
Consolidated Net Income for purposes of this definition, there shall be excluded
therefrom (x) the income, (or loss) of any entity (other than Subsidiaries of
the Borrower) in which the Borrower or any of its Subsidiaries has a joint or
minority interest, except to the extent of the amount of dividends or other
distributions actually paid to the Borrower or any of its Subsidiaries during
such period, and (y) the income of any Subsidiary of the Borrower to the extent
that the declaration or payment of dividends or similar distributions by that
Subsidiary of that income is not at the time permitted by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Subsidiary.


                                       5
<PAGE>   10

         "CONSOLIDATED INCOME TAX EXPENSE" shall mean, for any period, all
provisions for taxes based on the net income of the Borrower or any of its
Subsidiaries (including, without limitation, any additions to such taxes, and
any penalties and interest with respect thereto), all as determined for the
Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, total
interest expense (including that which is capitalized, that which is
attributable to Capital Leases or Synthetic Leases and the pre-tax equivalent of
dividends payable on Redeemable Preferred Stock) of the Borrower and its
Subsidiaries on a consolidated basis with respect to all outstanding
Indebtedness of the Borrower and its Subsidiaries including, without limitation,
all commissions, discounts and other fees and charges owed with respect to
letters of credit and net costs under Hedge Agreements, BUT EXCLUDING, however,
any amortization or write-off of deferred financing costs and any charges for
prepayment penalties on prepayment of Indebtedness.

         "CONSOLIDATED NET INCOME" shall mean for any period, the net income (or
loss), without deduction for minority interests, of the Borrower and its
Subsidiaries on a consolidated basis for such period taken as a single
accounting period determined in conformity with GAAP.

         "CONSOLIDATED NET WORKING CAPITAL" shall mean current assets (excluding
cash and Cash Equivalents), minus current liabilities, all as determined for the
Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED NET WORTH" shall mean at any time for the determination
thereof all amounts which, in conformity with GAAP, would be included under the
caption "total stockholders' equity" (or any like caption) on a consolidated
balance sheet of the Borrower as at such date, PROVIDED that in no event shall
Consolidated Net Worth include any amounts in respect of Redeemable Stock.

         "CONSOLIDATED TOTAL CAPITAL" shall mean, at any date of determination,
the sum of (i) Consolidated Total Debt at such time, PLUS (ii) Consolidated Net
Worth as of the end of the most recent fiscal period for which financial
statements are at the time required to have been delivered to the Lenders
hereunder.

         "CONSOLIDATED TOTAL DEBT" shall mean the sum (without duplication) of
all Indebtedness of the Borrower and of each of its Subsidiaries, all as
determined on a consolidated basis.

         "CONTINUE", "CONTINUATION" and "CONTINUED" each refers to a
continuation of LIBOR Loans for an additional Interest Period as provided in
section 2.8.

         "CONVERT", "CONVERSION" and "CONVERTED" each refers to a conversion of
Loans of one Type into Loans of another Type, pursuant to section 2.6, 2.8(b),
2.9 or 5.2.

         "CREDIT DOCUMENTS" shall mean this Agreement, the Notes, the Subsidiary
Guaranty, the Security Documents and any Letter of Credit Document.

         "CREDIT EVENT" shall mean the making of any Loans and/or the issuance
of any Letter of Credit.

         "CREDIT PARTY" shall mean the Borrower and each of its Subsidiaries and
Affiliates which is a party to any Credit Document.

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

         "DEFAULTING LENDER" shall mean any Lender with, respect to which a
Lender Default is in effect.


                                       6
<PAGE>   11

         "DESIGNATED HEDGE AGREEMENT" shall mean any Hedge Agreement to which
the Borrower or any of its Subsidiaries is a party which, pursuant to (x) a
written instrument signed by the Administrative Agent and (y) the following
provisions, has been designated as a Designated Hedge Agreement so that the
Borrower's or Subsidiaries's counterparty's credit exposure thereunder will be
entitled to share in the benefits of the Subsidiary Guaranty and the Security
Documents to the extent the Subsidiary Guaranty and such Security Documents
provide guarantees or security for creditors of the Borrower or any Subsidiary
under Designated Hedge Agreements:

                  (i) If so requested by the Borrower, the Administrative Agent
         may, without the approval or consent of the Lenders, designate a Hedge
         Agreement as a Designated Hedge Agreement.

                  (ii) Notwithstanding the foregoing, the Administrative Agent
         will not designate any Hedge Agreement as a Designated Hedge Agreement
         without the approval, consent or instructions of the Required Lenders,
         UNLESS the Administrative Agent reasonably determines, at the time of
         such designation and after giving effect thereto, in accordance with
         its own customary valuation practices, that the maximum aggregate
         credit exposure to the Borrower and its Subsidiaries of all
         counterparties under all Designated Hedge Agreements is not more than
         $20,000,000.

                  (iii) It shall be a condition to the rights of any
         counterparty creditor of the Borrower or any Subsidiary under any
         Designated Hedge Agreement, to share in any recoveries of enforcement
         of the Subsidiary Guaranty and of the Security Documents, that such
         counterparty creditor shall have entered into an intercreditor or
         similar agreement with the Administrative Agent under which recoveries
         from the Borrower and its Subsidiaries with respect to such Designated
         Hedge Agreement will be shared in a manner consistent with the
         provisions of section 10.3 hereof.

         "DOLLARS", "U.S. DOLLARS" and the sign "$" each means lawful money of
         the United States.

         "DOMESTIC LENDING OFFICE" shall mean, with respect to any Lender, the
office of such Lender specified as its Domestic Lending Office in the
Administrative Questionnaire delivered by it to the Administrative Agent or in
the Assignment Agreement pursuant to which it became a Lender, or such other
office of such Lender as such Lender may from time to time specify to the
Borrower and the Administrative Agent.

         "DOMESTIC SUBSIDIARY" shall mean any Subsidiary organized under the
laws of the United States of America, any State thereof, the District of
Columbia, or any United States possession, the chief executive office and
principal place of business of which is located in, and which conducts the
majority of its business within, the United States of America and its
territories and possessions.

         "EFFECTIVE DATE" shall have the meaning provided in section 12.10.

         "ELIGIBLE TRANSFEREE" shall mean and include a commercial bank,
financial institution or other "accredited investor" (as defined in SEC
Regulation D), in each case which is:

                  (i) identified in a written notice from the Administrative
         Agent or a requesting Lender to the Borrower, and not disapproved in
         writing by the Borrower in a notice given to the Administrative Agent
         and any such requesting Lender, specifying the reasons for such
         disapproval, within two Business Days following the receipt by the
         Borrower of such notice disclosing the identity of any proposed
         transferee (any such disapproval by the Borrower must be reasonable),
         PROVIDED that the Borrower shall not be entitled to exercise the
         foregoing right of disapproval if and so long as any Event of Default
         shall have occurred and be continuing; and

                  (ii) not a direct competitor of the Borrower or engaged in the
         same or similar principal lines of business as the Borrower and its
         Subsidiaries considered as a whole, or is not an Affiliate of any such
         competitor of the Borrower and its Subsidiaries.


                                       7
<PAGE>   12

         "ENVIRONMENTAL CLAIMS" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of non-compliance or violation, investigations or proceedings relating
in any way to any Environmental Law or any permit issued under any such law
(hereafter "CLAIMS"), including, without limitation, (i) any and all Claims by
governmental or regulatory authorities for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (ii) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from the storage, treatment or Release (as defined
in CERCLA) of any Hazardous Materials or arising from alleged injury or threat
of injury to health, safety or the environment.

         "ENVIRONMENTAL LAW" shall mean any applicable Federal, state, foreign
or local statute, law, rule, regulation, ordinance, code, binding and
enforceable guideline, binding and enforceable written policy and rule of common
law now or hereafter in effect and in each case as amended, and any binding and
enforceable judicial or administrative interpretation thereof, including any
judicial or administrative order, consent, decree or judgment issued to or
rendered against the Borrower or any of its Subsidiaries relating to the
environment, employee health and safety or Hazardous Materials, including,
without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33
U.S.C. Sec.2601 ET SEQ.; the Clean Air Act, 42 U.S.C. Sec.7401 ET SEQ.; the Safe
Drinking Water Act, 42 U.S.C. Sec.3803 ET SEQ.; the Oil Pollution Act of 1990,
33 U.S.C. Sec.2701 ET SEQ.; the Emergency Planning and the Community Right-to-
Know Act of 1986, 42 U.S.C. Sec.11001 ET SEQ., the Hazardous Material
Transportation Act, 49 U.S.C. Sec.1801 ET SEQ. and the Occupational Safety and
Health Act, 29 U.S.C. Sec.651 ET SEQ. (to the extent it regulates occupational
exposure to Hazardous Materials); and any state and local or foreign
counterparts or equivalents, in each case as amended from time to time.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to ERISA are to ERISA, as in effect at the
Effective Date and any subsequent provisions of ERISA, amendatory thereof,
supplemental thereto or substituted therefor.

         "ERISA AFFILIATE" shall mean each person (as defined in section 3(9) of
ERISA) which together with the Borrower or a Subsidiary of the Borrower would be
deemed to be a "single employer" (i) within the meaning of section 414(b), (c),
(m) or (o) of the Code or (ii) as a result of the Borrower or a Subsidiary of
the Borrower being or having been a general partner of such person.

         "EVENT OF DEFAULT" shall have the meaning provided in section 10.1.

         "EVENT OF LOSS" shall mean, with respect to any property, (i) the
actual or constructive total loss of such property or the use thereof, resulting
from destruction, damage beyond repair, or the rendition of such property
permanently unfit for normal use from any casualty or similar occurrence
whatsoever, (ii) the destruction or damage of a portion of such property from
any casualty or similar occurrence whatsoever under circumstances in which such
damage cannot reasonably be expected to be repaired, or such property cannot
reasonably be expected to be restored to its condition immediately prior to such
destruction or damage, within 90 days after the occurrence of such destruction
or damage, (iii) the condemnation, confiscation or seizure of, or requisition of
title to or use of, any property, or (iv) in the case of any property located
upon a Leasehold, the termination or expiration of such Leasehold.

         "EXCESS CASH FLOW" shall mean, for any period, the excess of (i)
Consolidated EBITDA for such period, over (ii) the sum for such period of (A)
Consolidated Interest Expense, (B) Consolidated Income Tax Expense, (C)
Consolidated Capital Expenditures, (D) the increase, if any, in Consolidated Net
Working Capital, (E) scheduled repayments and mandatory prepayments or
redemptions of the principal of Indebtedness and the stated or liquidation value
of Redeemable Stock (including required reductions in committed credit
facilities), (F) without duplication of any amount included under the preceding
clause (E), scheduled payments representing the principal portion of Capitalized
Leases and Synthetic Leases, and (G) Restricted Payments by the Borrower, if
any; all as determined on a consolidated basis for the Borrower and its
Subsidiaries for such period.

         "EXCESS CASH FLOW PREPAYMENT AMOUNT" shall have the meaning provided in
section 5.2(e).


                                       8
<PAGE>   13

         "EXISTING INDEBTEDNESS" shall have the meaning provided in section
7.18.

         "EXISTING INDEBTEDNESS AGREEMENTS" shall have the meaning provided in
section 7.18.

         "EXISTING LETTER OF CREDIT" shall have the meaning provided in section
3.1(d).

         "FACILITY" shall mean the Revolving Facility, the Swing Line Facility,
the Term A Facility or the Term B Facility, or any of them, as applicable.

         "FACING FEE" shall have the meaning provided in section 4.1(c).

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

         "FEES" shall mean all amounts payable pursuant to, or referred to in,
section 4.1.

         "FINANCIAL PROJECTIONS" shall have the meaning provided in section
7.8(c).

         "FIXED CHARGE COVERAGE RATIO" shall mean, for any Testing Period, the
ratio of

                  (i) Consolidated EBITDA for such Testing Period,

         TO

                  (ii) the sum of (A) Consolidated Interest Expense, (B)
         Consolidated Income Tax Expense, (C) Consolidated Capital Expenditures,
         (D) scheduled or mandatory repayments, prepayments or redemptions of
         the principal of Indebtedness and the stated or liquidation value of
         Redeemable Stock (including required reductions in committed credit
         facilities), (E) without duplication of any amount included under the
         preceding clause (D), scheduled payments representing the principal
         portion of Capitalized Leases and Synthetic Leases, and (F) the sum of
         all Restricted Payments by the Borrower, if any, in each case on a
         consolidated basis for the Borrower and its Subsidiaries for such
         Testing Period.

         "FOREIGN SUBSIDIARY" shall mean any Subsidiary (i) which is not
incorporated in the United States and substantially all of whose assets and
properties are located, or substantially all of whose business is carried on,
outside the United States, or (ii) substantially all of whose assets consist of
Subsidiaries that are Foreign Subsidiaries as defined in clause (i) of this
definition.

         "GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time; it being understood and
agreed that determinations in accordance with GAAP for purposes of section 9,
including defined terms as used therein, are subject (to the extent provided
therein) to sections 1.3 and 12.7(a).

         "GUARANTY OBLIGATIONS" shall mean as to any person (without
duplication) any obligation of such person guaranteeing any Indebtedness
("PRIMARY INDEBTEDNESS") 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, (a) to purchase any such
primary Indebtedness or any property constituting direct or indirect security
therefor, (b) to advance or supply funds (i) for the purchase or payment of any
such primary Indebtedness or (ii) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary Indebtedness of the
ability of the primary obligor to make payment of such primary Indebtedness, or
(d) otherwise to



                                       9
<PAGE>   14

assure or hold harmless the owner of such primary Indebtedness against loss in
respect thereof, PROVIDED, HOWEVER, that the term Guaranty Obligation shall not
include endorsements of instruments for deposit or collection in the ordinary
course of business. The amount of any Guaranty Obligation shall be deemed to be
an amount equal to the stated or determinable amount of the primary Indebtedness
in respect of which such Guaranty Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such person is required to perform thereunder) as determined by such
person in good faith.

         "HEDGE AGREEMENT" shall mean (i) any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement designed to protect against fluctuations in interest
rates, (ii) any currency swap agreement, forward currency purchase agreement or
similar agreement or arrangement designed to protect against fluctuations in
currency exchange rates, and (iii) any forward commodity purchase agreement or
similar agreement or arrangement designed to protect against fluctuations in raw
material or other commodity prices.

         "HAZARDOUS MATERIALS" shall mean (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; and (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, under any applicable Environmental Law.

         "INDEBTEDNESS" of any person shall mean without duplication:

                  (i)    all indebtedness of such person for borrowed money;

                  (ii)   all bonds, notes, debentures and similar debt
         securities of such person;

                  (iii)  the deferred purchase price of capital assets or
         services which in accordance with GAAP would be shown on the liability
         side of the balance sheet of such person;

                  (iv) the face amount of all letters of credit issued for the
         account of such person and, without duplication, all drafts drawn
         thereunder;

                  (v)    all obligations, contingent or otherwise, of such
         person in respect of bankers' acceptances;

                  (vi)   all Indebtedness of a second person secured by any Lien
         on any property owned by such first person, whether or not such
         indebtedness has been assumed;

                  (vii)  all Capitalized Lease Obligations of such person;

                  (viii) the present value, determined on the basis of the
         implicit interest rate, of all basic rental obligations under all
         Synthetic Leases of such person;

                  (ix)   all obligations of such person to pay a specified
         purchase price for goods or services whether or not delivered or
         accepted, i.e., take-or-pay and similar obligations;

                  (x)    all net obligations of such person under Hedge
         Agreements;

                  (xi)   the full outstanding balance of trade receivables,
         notes or other instruments sold with full recourse (and the portion
         thereof subject to potential recourse, if sold with limited recourse),
         other than in any such case any thereof sold solely for purposes of
         collection of delinquent accounts;

                  (xii)  the stated value, or liquidation value if higher, of
         all Redeemable Stock of such person; and


                                       10
<PAGE>   15

                  (xiii)    all Guaranty Obligations of such person;

PROVIDED that (x) neither trade payables nor other similar accrued expenses, in
each case arising in the ordinary course of business, nor obligations in respect
of insurance policies or performance or surety bonds which themselves are not
guarantees of Indebtedness (nor drafts, acceptances or similar instruments
evidencing the same nor obligations in respect of letters of credit supporting
the payment of the same), shall constitute Indebtedness; and (y) the
Indebtedness of any person shall in any event include (without duplication) the
Indebtedness of any other entity (including any general partnership in which
such person is a general partner) to the extent such person is liable thereon as
a result of such person's ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide expressly
that such person is not liable thereon.

         "INTEREST PERIOD" with respect to any LIBOR Loan shall mean the
interest period applicable thereto, as determined pursuant to section 2.8.

         "LEASEHOLDS" of any person means all the right, title and interest of
such person as lessee or licensee in, to and under leases or licenses of land,
improvements and/or fixtures.

         "LENDER" shall have the meaning provided in the first paragraph of this
Agreement.

         "LENDER DEFAULT" shall mean (i) the refusal (which has not been
retracted) of a Lender in violation of the requirements of this Agreement to
make available its portion of any incurrence of Loans, to fund its Swing Line
Participation Amount under section 2.4(b), or to fund its portion of any
unreimbursed payment under section 3.4(c) or (ii) a Lender having notified the
Administrative Agent and/or the Borrower that it does not intend to comply with
the obligations under section 2.1, section 2.4(b) and/or section 3.4(c), in the
case of either (i) or (ii) as a result of the appointment of a receiver or
conservator with respect to such Lender at the direction or request of any
regulatory agency or authority.

         "LENDER REGISTER" shall have the meaning provided in section 12.16.

         "LETTER OF CREDIT" shall have the meaning provided in section 3.1(a).

         "LETTER OF CREDIT DOCUMENTS" shall have the meaning specified in
section 3.2(a).

         "LETTER OF CREDIT FEE" shall have the meaning provided in section
4.1(b).

         "LETTER OF CREDIT ISSUER" shall mean (i) in respect of each Existing
Letter of Credit, the Lender that has issued same as of the Effective Date; and
(ii) in respect of any other Letter of Credit, (1) NCB, and/or (2) such other
Lender that is requested, and agrees, to so act by the Borrower, and is approved
by the Administrative Agent.

         "LETTER OF CREDIT OBLIGOR" shall have the meaning provided in section
3.1(a).

         "LETTER OF CREDIT OUTSTANDINGS" shall mean, at any time, the sum,
without duplication, of (i) the aggregate Stated Amount of all outstanding
Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings.

         "LETTER OF CREDIT REQUEST" shall have the meaning provided in section
3.2(a).

         "LIBOR LENDING OFFICE" shall mean, with respect to any Lender, the
office of such Lender specified as its LIBOR Lending Office in the
Administrative Questionnaire delivered by it to the Administrative Agent or in
the Assignment Agreement pursuant to which it became a Lender, or such other
office or offices for LIBOR Loans of such Lender as such Lender may from time to
time specify to the Borrower and the Administrative Agent.

         "LIBOR LOANS" shall mean each Loan bearing interest at the rates
provided in section 2.7(b).


                                       11
<PAGE>   16

         "LIEN" shall mean any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement or any lease
in the nature thereof).

         "LOAN" shall have the meaning provided in section 2.1.

         "MARGIN STOCK" shall have the meaning provided in Regulation U.

         "MATERIAL ADVERSE EFFECT" shall mean any or all of the following: (i)
any material adverse effect on the business, operations, property, assets,
liabilities or condition (financial or otherwise) of, when used with reference
to the Borrower and/or any of its Subsidiaries, the Borrower and its
Subsidiaries, taken as a whole, or when used with reference to any other person,
such person and its Subsidiaries, taken as a whole, as the case may be; (ii) any
material adverse effect on the ability of the Borrower or any other Credit Party
to perform its obligations under the Credit Documents to which it is a party;
(iii) any material adverse effect on the ability of the Borrower and its
Subsidiaries, taken as a whole, to pay their liabilities and obligations as they
mature or become due; or (iv) any material adverse effect on the validity,
effectiveness or enforceability, as against any Credit Party, of any of the
Credit Documents to which it is a party.

         "MATERIAL SUBSIDIARY" shall mean, at any time, with reference to any
person, any Subsidiary of such person (i) that has assets at such time
comprising 5% or more of the consolidated assets of such person and its
Subsidiaries, or (ii) whose operations in the current fiscal year are expected
to, or whose operations in the most recent fiscal year did (or would have if
such person had been a Subsidiary for such entire fiscal year), represent 5% or
more of the consolidated earnings before interest, taxes, depreciation and
amortization of such person and its Subsidiaries for such fiscal year.

         "MATURITY DATE" shall mean the Revolving Maturity Date, the Term A
Maturity Date or the Term B Maturity Date, as applicable.

         "MINIMUM BORROWING AMOUNT" shall mean:

                  (i) with respect to Borrowings under a Term Facility
                      consisting of (x) Prime Rate Loans, $5,000,000, with
                      minimum increments thereafter of $1,000,000, or (y) LIBOR
                      Loans, $5,000,000, with minimum increments thereafter of
                      $1,000,000;

                 (ii) with respect to Borrowings under the Revolving Facility
                      consisting of (x) Prime Rate Loans, $2,500,000, with
                      minimum increments thereafter of $500,000, or (y) LIBOR
                      Loans, $5,000,000, with minimum increments thereafter of
                      $1,000,000; or

                (iii) with respect to a Borrowing under the Swing Line
                      Facility consisting of (x) a Prime Rate Loan, $100,000,
                      with minimum increments thereafter of $50,000, or (y) a
                      Money Market Rate Loan, $250,000, with minimum increments
                      thereafter of $50,000.

         "MONEY MARKET RATE LOAN" shall mean each Swing Line Revolving Loan
bearing interest at a rate provided in section 2.7(c).

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

         "MULTIEMPLOYER PLAN" shall mean a multiemployer plan, as defined in
section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is
making or accruing an obligation to make contributions or has within any of the
preceding three plan years made or accrued an obligation to make contributions.

         "MULTIPLE EMPLOYER PLAN" shall mean an employee benefit plan, other
than a Multiemployer Plan, to which the Borrower or any ERISA Affiliate, and one
or more employers other than the Borrower or an ERISA Affiliate, is making or
accruing an obligation to make contributions or, in the event that any such plan
has been terminated, to which the



                                       12
<PAGE>   17

Borrower or an ERISA Affiliate made or accrued an obligation to make
contributions during any of the five plan years preceding the date of
termination of such plan.

         "NCB" shall mean National City Bank, a national banking association,
together with its successors and assigns.

         "NET CASH PROCEEDS" shall mean, with respect to (i) any Asset Sale, the
Cash Proceeds resulting therefrom net of (A) reasonable and customary expenses
of sale incurred in connection with such Asset Sale, and other reasonable and
customary fees and expenses incurred, and all state, and local taxes paid or
reasonably estimated to be payable by such person, as a consequence of such
Asset Sale and the payment of principal, premium and interest of Indebtedness
(other than the Obligations) secured by the asset which is the subject of the
Asset Sale and required to be, and which is, repaid under the terms thereof as a
result of such Asset Sale, (B) amounts of any distributions payable to holders
of minority interests in the relevant person or in the relevant property or
assets and (C) incremental federal, state and local income taxes paid or payable
as a result thereof; and (ii) any Event of Loss, the Cash Proceeds resulting
therefrom net of (A) reasonable and customary expenses incurred in connection
with such Event of Loss, and local taxes paid or reasonably estimated to be
payable by such person, as a consequence of such Event of Loss and the payment
of principal, premium and interest of Indebtedness (other than the Obligations)
secured by the asset which is the subject of the Event of Loss and required to
be, and which is, repaid under the terms thereof as a result of such Event of
Loss, (B) amounts of any distributions payable to holders of minority interests
in the relevant person or in the relevant property or assets and (C) incremental
federal, state and local income taxes paid or payable as a result thereof.

         "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended.

         "NON-DEFAULTING LENDER" shall mean each Lender other than a Defaulting
Lender.

         "NOTE" shall mean a Revolving Note, the Swing Line Note, a Term A Note
or a Term B Note, as applicable.

         "NOTICE OF BORROWING" shall have the meaning provided in section
2.3(a).

         "NOTICE OF CONVERSION" shall have the meaning provided in section 2.6.

         "NOTICE OFFICE" shall mean the office of the Administrative Agent at
1900 East Ninth Street, Cleveland, Ohio 44114, Attention: Agency Services Group
(facsimile: (216) 575-2481), or such other office, located in a city in the
United States Eastern Time Zone, as the Administrative Agent may designate to
the Borrower from time to time.

         "OBLIGATIONS" shall mean all amounts, direct or indirect, contingent or
absolute, of every type or description, and at any time existing, owing by the
Borrower or any other Credit Party to the Administrative Agent, the Collateral
Agent, any Lender or any Letter of Credit Issuer pursuant to the terms of this
Agreement or any other Credit Document.

         "OPERATING LEASE" as applied to any person shall mean any lease of any
property (whether real, personal or mixed) by that person as lessee which, in
conformity with GAAP, is not accounted for as a Capital Lease on the balance
sheet of that person.

         "PARTICIPANT" shall have the meaning provided in section 3.4(a).

         "PAYMENT OFFICE" shall mean the office of the Administrative Agent at
1900 East Ninth Street, Cleveland, Ohio 44114, Attention: Agency Services Group
(facsimile: (216) 575-2481), or such other office, located in a city in the
United States Eastern Time Zone, as the Administrative Agent may designate to
the Borrower from time to time.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to section 4002 of ERISA, or any successor thereto.

         "PERCENTAGE" shall mean at any time for any Lender with a Commitment
under any Facility (other than the Swing Line Facility), the percentage obtained
by dividing such Lender's aggregate Commitment under such Facilities, as


                                       13
<PAGE>   18

applicable, by the Total Commitment (exclusive of the Swing Line Commitment),
PROVIDED, that if the Total Commitment has been terminated, the Percentage for
each Lender shall be determined by dividing such Lender's aggregate Commitment
immediately prior to such termination by the Total Commitment (exclusive of the
Swing Line Commitment) immediately prior to such termination.

         "PERMITTED ACQUISITION" shall mean and include any Acquisition as to
which all of the following conditions are satisfied:

                  (i) such Acquisition involves a line or lines of business
         which is complementary to the lines of business in which the Borrower
         and its Subsidiaries, considered as an entirety, are engaged on the
         Effective Date, UNLESS the Required Lenders specifically approve or
         consent to such Acquisition in writing;

                 (ii) such Acquisition is not actively opposed by the Board of
         Directors (or similar governing body) of the selling person or the
         person whose equity interests are to be acquired, UNLESS all of the
         Lenders specifically approve or consent to such Acquisition in writing;

                (iii) the aggregate consideration for such Acquisition and all
         other Acquisitions completed after the Closing Date (other than the
         Target Acquisition), including the principal amount of any assumed
         Indebtedness and (without duplication) any Indebtedness of any acquired
         person or persons, does not exceed $50,000,000, UNLESS the Required
         Lenders specifically approve or consent to such Acquisition in writing;
         and

                 (iv) at least 10 Business Days prior to the completion of any
         such Acquisition involving aggregate consideration, including the
         principal amount of any assumed Indebtedness and (without duplication)
         any Indebtedness of any acquired person or persons, in excess of
         $25,000,000, the Borrower shall have delivered to the Lenders a
         certificate of a responsible financial or accounting officer of the
         Borrower demonstrating, in reasonable detail, the computation of the
         ratios referred to in sections 9.7, 9.8 and 9.9 on a PRO FORMA basis,
         such PRO FORMA ratios being determined as if (x) such Acquisition had
         been completed at the beginning of the most recent Testing Period for
         which financial information for the Borrower and the business or person
         to be acquired, is available and has been delivered to the Lenders at
         least 10 Business Days prior to the completion of such transaction
         (which shall in the case of the acquired business include audited
         financial statements for the most recent fiscal year, unless the same
         are unavailable and unaudited financial statements are acceptable to
         the Required Lenders), and (y) any such Indebtedness, or other
         Indebtedness incurred to finance such Acquisition, had been outstanding
         for such entire Testing Period;

PROVIDED, that the term Permitted Acquisition specifically excludes the Target
Acquisition and any loans, advances or minority investments otherwise permitted
pursuant to section 9.5.

         "PERMITTED LIENS" shall mean Liens permitted by section 9.3.

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

         "PLAN" shall mean any multiemployer or single-employer plan as defined
in section 4001 of ERISA, which is maintained or contributed to by (or to which
there is an obligation to contribute by) the Borrower or a Subsidiary of the
Borrower or an ERISA Affiliate, and each such plan for the five year period
immediately following the latest date on which the Borrower, or a Subsidiary of
the Borrower or an ERISA Affiliate maintained, contributed to or had an
obligation to contribute to such plan.

         "PLEDGE AGREEMENT" shall have the meaning provided in section 6.1(c).

         "PRIME RATE" shall mean, for any period, a fluctuating interest rate
per annum as shall be in effect from time to time which rate per annum shall at
all times be equal to the greater of (i) the rate of interest established by NCB
in


                                       14
<PAGE>   19

Cleveland, Ohio, from time to time, as its prime rate, whether or not publicly
announced, which interest rate may or may not be the lowest rate charged by it
for commercial loans or other extensions of credit; and (ii) the Federal Funds
Effective Rate in effect from time to time PLUS 1/2 of 1% per annum.

         "PRIME RATE LOAN" shall mean each Loan bearing interest at the rate
provided in section 2.7(a).

         "PROHIBITED TRANSACTION" shall mean a transaction with respect to a
Plan that is prohibited under section 4975 of the Code or section 406 of ERISA
and not exempt under section 4975 of the Code or section 408 of ERISA.

         "PROPOSED REJECTABLE PREPAYMENT" shall have the meaning provided in
section 5.2(k).

         "QUOTED RATE" shall have the meaning provided in section 2.3(b).

         "RCRA" shall mean the Resource Conservation and Recovery Act, as the
same may be amended from time to time, 42 U.S.C. Sec. 6901 ET SEQ.

         "REAL PROPERTY" of any person shall mean all of the right, title and
interest of such person in and to land, improvements and fixtures, including
Leaseholds.

         "REDEEMABLE STOCK" shall mean with respect to any person any capital
stock or similar equity interests of such person that (i) is by its terms
subject to mandatory redemption, in whole or in part, pursuant to a sinking
fund, scheduled redemption or similar provisions, at any time prior to the
latest Maturity Date; or (ii) otherwise is required to be repurchased or retired
on a scheduled date or dates, upon the occurrence of any event or circumstance,
at the option of the holder or holders thereof, or otherwise, at any time prior
to the latest Maturity Date under this Agreement, other than any such repurchase
or retirement occasioned by a "change of control" or similar event.

         "REFERENCE BANKS" shall mean (i) NCB and (ii) any other Lender or
Lenders selected as a Reference Bank by the Administrative Agent and the
Required Lenders, PROVIDED, that if any of such Reference Banks is no longer a
Lender, such other Lender or Lenders as may be selected by the Administrative
Agent acting on instructions from the Required Lenders.

         "REGULATION D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof establishing reserve requirements.

         "REGULATION U" shall mean Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof establishing margin requirements.

         "REPORTABLE EVENT" shall mean an event described in section 4043 of
ERISA or the regulations thereunder with respect to a Plan, other than those
events as to which the notice requirement is waived under subsections .22, .23,
 .25, .27, .28, .29, .30, .31, .32, .34, .35, .62, .63, .64, .65 or .67 of PBGC
Regulation section 4043.

         "REQUIRED LENDERS" shall mean (i) Required Revolving and Term A
Lenders, and (ii) Required Term B Lenders.

         "REQUIRED REVOLVING AND TERM A LENDERS" shall mean Non-Defaulting
Lenders whose outstanding Revolving Loans and Term A Loans and Unutilized
Revolving Commitments and Unutilized Term A Commitments constitute at least 51%
of the sum of the total outstanding Revolving Loans and Term A Loans and
Unutilized Revolving Commitments and Unutilized Term A Commitments of
Non-Defaulting Lenders (PROVIDED that, for purposes hereof, neither the
Borrower, nor any of its Affiliates, shall be included in (i) the Lenders
holding such amount of the Revolving Loans or Term Loans or having such amount
of the Unutilized Revolving Commitments or Unutilized Term A Commitments, or
(ii) determining the aggregate unpaid principal amount of the Revolving Loans or
Term A Loans or Unutilized Revolving Commitments or Unutilized Term A
Commitments).


                                       15
<PAGE>   20

         "REQUIRED TERM B LENDERS" shall mean Non-Defaulting Lenders whose
outstanding Term B Loans and Unutilized Term B Commitments constitute at least
51% of the sum of the total outstanding Term B Loans and Unutilized Term B
Commitments of Non-Defaulting Lenders (PROVIDED that, for purposes hereof,
neither the Borrower, nor any of its Affiliates, shall be included in (i) the
Lenders holding such amount of the Term B Loans or having such amount of the
Unutilized Term B Commitments, or (ii) determining the aggregate unpaid
principal amount of the Term B Loans or Unutilized Term B Commitments).

         "RESTRICTED PAYMENT" shall mean (i) any dividend or other distribution
(whether in cash, securities or other property) with respect to any shares of
any class of capital stock of the Borrower or any Subsidiary, or (ii) any
payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such shares of capital stock of
the Borrower or any option, warrant or other right to acquire any such shares of
capital stock of the Borrower.

         "REVOLVING BORROWING" shall mean the incurrence of Revolving Loans
consisting of one Type of Loan, by the Borrower from all of the Lenders having
Commitments in respect thereof on a PRO RATA basis on a given date (or resulting
from Conversions or Continuations on a given date), having in the case of LIBOR
Loans the same Interest Period.

         "REVOLVING COMMITMENT" shall mean, with respect to each Lender, the
amount, if any, set forth opposite such Lender's name in Annex I hereto as its
"Revolving Commitment" as the same may be reduced from time to time pursuant to
section 4.2, 4.3 and/or 10.2 or adjusted from time to time as a result of
assignments to or from such Lender pursuant to section 12.4.

         "REVOLVING FACILITY" shall mean the credit facility evidenced by the
Total Revolving Commitment.

         "REVOLVING FACILITY PERCENTAGE" shall mean at any time for any Lender
with a Revolving Commitment, the percentage obtained by dividing such Lender's
Revolving Commitment by the Total Revolving Commitment, PROVIDED, that if the
Total Revolving Commitment has been terminated, the Revolving Facility
Percentage for each Lender shall be determined by dividing such Lender's
Revolving Commitment immediately prior to such termination by the Total
Revolving Commitment immediately prior to such termination.

         "REVOLVING LOAN" shall have the meaning provided in section 2.1(c).

         "REVOLVING MATURITY DATE" shall mean March 31, 2005, or such earlier
date on which the Total Revolving Commitment is terminated.

         "REVOLVING NOTE" shall have the meaning provided in section 2.5(a).

         "SALE AND LEASE-BACK TRANSACTION" shall mean any arrangement with any
person providing for the leasing by the Borrower or any Subsidiary of the
Borrower of any property (except for temporary leases for a term, including any
renewal thereof, of not more than one year and except for leases between the
Borrower and a Subsidiary or between Subsidiaries), which property has been or
is to be sold or transferred by the Borrower or such Subsidiary to such person.

         "S&P" shall mean Standard & Poor's Ratings Group, a division of McGraw
Hill, Inc., and its successors.

         "SCHEDULED REPAYMENT" shall have the meaning provided in section
5.2(a).

         "SEC" shall mean the United States Securities and Exchange Commission.

         "SEC REGULATION D" shall mean Regulation D as promulgated under the
Securities Act of 1933, as amended, as the same may be in effect from time to
time.

         "SECTION 5.4(b)(ii) CERTIFICATE" shall have the meaning provided in
section 5.4(b)(ii).



                                       16
<PAGE>   21

         "SECURITY AGREEMENT" shall have the meaning provided in section 6.1(c).

         "SECURITY DOCUMENTS" shall mean the Security Agreement, the Pledge
Agreement, and each other document pursuant to which any Lien or security
interest is granted by any Credit Party to the Collateral Agent as security for
any of the Obligations.

         "STANDARD PERMITTED LIENS" shall mean the following:

                  (i) Liens for taxes not yet delinquent or Liens for taxes
         being contested in good faith and by appropriate proceedings for which
         adequate reserves (in the good faith judgment of the management of the
         Borrower) have been established;

                  (ii) Liens in respect of property or assets imposed by law
         which were incurred in the ordinary course of business, such as
         carriers', warehousemen's, materialmen's and mechanics' Liens and other
         similar Liens arising in the ordinary course of business, which do not
         in the aggregate materially detract from the value of such property or
         assets or materially impair the use thereof in the operation of the
         business of the Borrower or any Subsidiary;

                  (iii) Liens created by this Agreement or the other Credit
         Documents;

                  (iv) Liens arising from judgments, decrees or attachments in
         circumstances not constituting an Event of Default under section
         10.1(g);

                  (v) Liens (other than any Lien imposed by ERISA) incurred or
         deposits made in the ordinary course of business in connection with
         workers' compensation, unemployment insurance and other types of social
         security; and mechanic's Liens, carrier's Liens, and other Liens to
         secure the performance of tenders, statutory obligations, contract
         bids, government contracts, performance and return-of-money bonds and
         other similar obligations, incurred in the ordinary course of business
         (exclusive of obligations in respect of the payment for borrowed
         money), whether pursuant to statutory requirements, common law or
         consensual arrangements;

                  (vi) Leases or subleases granted to others not interfering in
         any material respect with the business of the Borrower or any of its
         Subsidiaries and any interest or title of a lessor under any lease not
         in violation of this Agreement;

                  (vii) easements, rights-of-way, zoning or other restrictions,
         charges, encumbrances, defects in title, prior rights of other persons,
         and obligations contained in similar instruments, in each case which do
         not involve, and are not likely to involve at any future time, either
         individually or in the aggregate, (A) a substantial and prolonged
         interruption or disruption of the business activities of the Borrower
         and its Subsidiaries considered as an entirety, or (B) a Material
         Adverse Effect;

                  (viii) Liens arising from the rights of lessors under leases
         (including financing statements regarding property subject to lease)
         not in violation of the requirements of this Agreement, PROVIDED that
         such Liens are only in respect of the property subject to, and secure
         only, the respective lease (and any other lease with the same or an
         affiliated lessor); and

                  (ix) rights of consignors of goods purchased by the Borrower
         or any of its Subsidiaries for inclusion in their inventory, whether or
         not such consignment is perfected by the filing of any financing
         statement under the UCC.

         "STATED AMOUNT" of each Letter of Credit shall mean the maximum
available to be drawn thereunder (regardless of whether any conditions or other
requirements for drawing could then be met).


                                       17
<PAGE>   22

         "SUBSIDIARY" of any person shall mean and include (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such person directly or
indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity in which such person directly or indirectly through
Subsidiaries, has more than a 50% equity interest at the time. Unless otherwise
expressly provided, all references herein to "Subsidiary" shall mean a
Subsidiary of the Borrower.

         "SUBSIDIARY GUARANTOR" shall mean any Subsidiary which is a party to
the Subsidiary Guaranty.

         "SUBSIDIARY GUARANTY" shall have the meaning provided in section
6.1(c).

         "SUBORDINATED INDEBTEDNESS" shall mean any Indebtedness which has been
subordinated to the Obligations in such manner and to such extent as the
Administrative Agent (acting on instructions from the Required Lenders) may
require.

         "SWING LINE BORROWING" shall mean the incurrence of a single Type of
Swing Line Loan from the Swing Line Lender on a given date.

         "SWING LINE COMMITMENT" shall mean, with respect to the Swing Line
Lender, the amount set forth opposite such Lender's name in Annex I as its
"Swing Line Commitment" as the same may be reduced from time to time pursuant to
section 4.2, 4.3 and/or 10.2 or adjusted from time to time as a result of
assignments to or from the Swing Line Lender pursuant to section 12.4.

         "SWING LINE FACILITY" shall mean the credit facility evidenced by the
Swing Line Commitment.

         "SWING LINE LENDER" shall mean the Lender indicated in Annex I hereto
as having the "Swing Line Commitment" and shall include any other single Lender
to whom the Swing Line Lender has transferred its entire Swing Line Commitment
and any Swing Line Loans.

         "SWING LINE LOAN" shall have the meaning provided in section 2.1(d).

         "SWING LINE NOTE" shall have the meaning provided in section 2.5(a).

         "SYNTHETIC LEASE" shall mean any lease (i) which is accounted for by
the lessee as an Operating Lease, and (ii) under which the lessee is intended to
be the "owner" of the leased property for Federal income tax purposes.

         "TARGET" shall have the meaning provided in the Preliminary Statements
of this Agreement.

         "TARGET ACQUISITION" shall have the meaning provided in section 7.21.

         "TARGET ACQUISITION DOCUMENTS" shall mean the Target Purchase Agreement
all ancillary agreements between or among any of such parties or their
Affiliates related thereto, including, without limitation, any "side letters",
any agreements with any officers or Affiliates of any of such persons or any of
their Subsidiaries, and the "disclosure schedule" or similar document furnished
to the Borrower pursuant to such Target Purchase Agreement.

         "TARGET PURCHASE AGREEMENT" shall have the meaning provided in the
Preliminary Statements of this Agreement.

         "TAXES" shall have the meaning provided in section 5.4.


                                       18
<PAGE>   23

         "TERM A BORROWING" shall mean the incurrence of Term A Loans consisting
of one Type of Loan, by the Borrower from all of the Lenders having Commitments
in respect thereof on a PRO RATA basis on a given date (or resulting from
Conversions or Continuations on a given date), having in the case of LIBOR Loans
the same Interest Period.

         "TERM A COMMITMENT" shall mean, with respect to each Lender, the
amount, if any, set forth opposite such Lender's name in Annex I hereto as its
"Term A Commitment" as the same may be reduced from time to time pursuant to
sections 4.2, 4.3 and/or 10.2 or adjusted from time to time as a result of
assignments to or from such Lender pursuant to section 12.4.

         "TERM A FACILITY" shall mean the credit facility evidenced by the Total
Term A Commitment.

         "TERM A LOAN" shall have the meaning provided in section 2.1(a).

         "TERM A MATURITY DATE" shall mean March 31, 2005, or such earlier date
on which the Total Term A Commitment is terminated.

         "TERM A NOTE" shall have the meaning provided in section 2.5(a).

         "TERM B BORROWING" shall mean the incurrence of Term B Loans consisting
of one Type of Loan, by the Borrower from all of the Lenders having Commitments
in respect thereof on a PRO RATA basis on a given date (or resulting from
Conversions or Continuations on a given date), having in the case of LIBOR Loans
the same Interest Period.

         "TERM BORROWING" shall mean a Term A Borrowing or a Term B Borrowing,
as applicable.

         "TERM B COMMITMENT" shall mean, with respect to each Lender, the
amount, if any, set forth opposite such Lender's name in Annex I hereto as its
"Term B Commitment" as the same may be reduced from time to time pursuant to
sections 4.2, 4.3 and/or 10.2 or adjusted from time to time as a result of
assignments to or from such Lender pursuant to section 12.4.

         "TERM B FACILITY" shall mean the credit facility evidenced by the Total
Term B Commitment.

         "TERM B LOAN" shall have the meaning provided in section 2.1(b).

         "TERM B MATURITY DATE" shall mean March 31, 2007, or such earlier date
on which the Total Term B Commitment is terminated.

         "TERM B NOTE" shall have the meaning provided in section 2.5(a).

         "TERM LOAN" shall mean a Term A Loan or a Term B Loan, as applicable.

         "TERM NOTE" shall have the meaning provided in section 2.5(a).

         "TESTING PERIOD" shall mean for any determination a single period
consisting of the four consecutive fiscal quarters of the Borrower then last
ended (whether or not such quarters are all within the same fiscal year), except
that if a particular provision of this Agreement indicates that a Testing Period
shall be of a different specified duration, such Testing Period shall consist of
the particular fiscal quarter or quarters then last ended which are so indicated
in such provision.

         "TOTAL COMMITMENT" shall mean the sum of the Commitments of the
Lenders.

         "TOTAL REVOLVING COMMITMENT" shall mean the sum of the Revolving
Commitments of the Lenders.

         "TOTAL TERM A COMMITMENT" shall mean the sum of the Term A Commitments
of the Lenders.


                                       19
<PAGE>   24

         "TOTAL TERM B COMMITMENT" shall mean the sum of the Term B Commitments
of the Lenders.

         "TYPE" shall mean any type of Loan determined with respect to the
interest option applicable thereto, i.e., a Prime Rate Loan, a LIBOR Loan or a
Money Market Rate Loan.

         "UCC" shall mean the Uniform Commercial Code.

         "UNFUNDED CURRENT LIABILITY" of any Plan shall mean the amount, if any,
by which the actuarial present value of the accumulated plan benefits under the
Plan as of the close of its most recent plan year exceeds the fair market value
of the assets allocable thereto, each determined in accordance with Statement of
Financial Accounting Standards No. 87, based upon the actuarial assumptions used
by the Plan's actuary in the most recent annual valuation of the Plan.

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

         "UNPAID DRAWING" shall have the meaning provided in section 3.3(a).

         "UNUTILIZED COMMITMENT" shall mean, with respect to any Lender and its
Commitment, if any, under a particular Facility, the excess of (i) such Lender's
Commitment under such Facility at such time over (ii) the sum of (x) the
principal amount of Loans made by such Lender under such Facility and
outstanding at such time, and (y) in the case of a Commitment under the
Revolving Facility only, such Lender's Revolving Facility Percentage of Letter
of Credit Outstandings at such time.

         "UNUTILIZED SWING LINE COMMITMENT" shall mean, at any time, the excess
of (i) the Swing Line Commitment at such time over (ii) the aggregate principal
amount of all Swing Line Loans then outstanding.

         "UNUTILIZED TOTAL COMMITMENT" shall mean, at any time, the excess of
(i) the Total Commitment at such time over (ii) the sum of (x) the aggregate
principal amount of all Loans then outstanding plus (y) the aggregate Letter of
Credit Outstandings at such time.

         "UNUTILIZED TOTAL REVOLVING COMMITMENT" shall mean, at any time, the
excess of (i) the Total Revolving Commitment at such time over (ii) the sum of
(x) the aggregate principal amount of all Revolving Loans then outstanding plus
(y) the aggregate Letter of Credit Outstandings at such time.

         "UNUTILIZED TOTAL TERM A COMMITMENT" shall mean, at any time, the
excess of (i) the Total Term A Commitment at such time over (ii) the aggregate
principal amount of all Term A Loans then outstanding.

         "UNUTILIZED TOTAL TERM B COMMITMENT" shall mean, at any time, the
excess of (i) the Total Term B Commitment at such time over (ii) the aggregate
principal amount of all Term B Loans then outstanding.

         "WHOLLY-OWNED SUBSIDIARY" shall mean each Subsidiary of the Borrower at
least 95% of whose capital stock, equity interests and partnership interests,
other than director's qualifying shares or similar interests, are owned directly
or indirectly by the Borrower.

         "WRITTEN", "WRITTEN" or "IN WRITING" shall mean any form of written
communication or a communication by means of telex, facsimile transmission,
telegraph or cable.

         1.2. COMPUTATION OF TIME PERIODS. In this Agreement in the computation
of periods of time from a specified date to a later specified date, the word
"from" means "from and including" and the words "to" and "until" each means "to
but excluding".

         1.3. ACCOUNTING TERMS. Except as otherwise specifically provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; PROVIDED that, if the
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision of section 8 or 9 hereof


                                       20
<PAGE>   25
to eliminate the effect of any change occurring after the Effective Date in GAAP
or in the application thereof to such provision (or if the Administrative Agent
notifies the Borrower that the Required Lenders request an amendment to any such
provision hereof for such purposes), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance with
the requirements of this Agreement.

         1.4. TERMS GENERALLY. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise, (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any person shall be construed to include such person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to sections, Annexes
and Exhibits shall be construed to refer to sections of, and Annexes and
Exhibits to, this Agreement, and (e) the words "asset" and "property" shall be
construed to have the same meaning and effect and to refer to any and all real
property, tangible and intangible assets and properties, including cash,
securities, accounts and contract rights, and interests in any of the foregoing.

         1.5. CURRENCY EQUIVALENTS. For purposes of this Agreement, except as
otherwise specified herein, (i) the equivalent in Dollars of any Alternative
Currency shall be determined by using the quoted spot rate at which the
Administrative Agent offers to exchange Dollars for such Alternative Currency at
its Payment Office at 9:00 A.M. (local time at the Payment Office) two Business
Days prior to the date on which such equivalent is to be determined, and (ii)
the equivalent in any Alternative Currency of Dollars shall be determined by
using the quoted spot rate at which the Administrative Agent's Payment Office
offers to exchange such Alternative Currency for Dollars at the Payment Office
at 9:00 A.M. (local time at the Payment Office) two Business Days prior to the
date on which such equivalent is to be determined; PROVIDED, that (A) the
equivalent in Dollars of any Unpaid Drawing in respect of any Letter of Credit
denominated in an Alternative Currency shall be determined at the time the
drawing under such Letter of Credit was paid or disbursed by the applicable
Letter of Credit Issuer; (B) for purposes of determining the Letter of Credit
Outstandings or the Unutilized Total Revolving Commitment for any purpose
contemplated by sections 2.1(c), 3.1(b) and 5.2, the equivalent in Dollars of
the Stated Amount of any Letter of Credit denominated in an Alternative Currency
shall be calculated (x) on the date of the issuance of the respective Letter of
Credit, (y) on the first Business Day of each calendar month thereafter and (z)
in any other case where the same is required or permitted to be calculated, on
such other day as the Administrative Agent may, in its sole discretion, consider
appropriate; and (C) for purposes of sections 4.1(b) and (c), the equivalent in
Dollars of the Stated Amount of any Letter of Credit denominated in an
Alternative Currency shall be calculated on the first day of each calendar month
in the quarterly period in which the respective payment is due pursuant to said
sections.

         SECTION 2.    AMOUNT AND TERMS OF LOANS.

         2.1. COMMITMENTS FOR LOANS. Subject to and upon the terms and
conditions herein set forth, each Lender severally agrees to make a loan or
loans (each a "LOAN" and, collectively, the "LOANS") to the Borrower, which
Loans shall be drawn, to the extent such Lender has a commitment under a
Facility for the Borrower, under the applicable Facility, as set forth below:

                 (a) TERM LOAN A FACILITY. Loans under the Term Loan A Facility
         (each a "TERM A LOAN" and, collectively, the "TERM A LOANS"): (i) can
         only be incurred on the Closing Date in the entire amount of the
         Unutilized Total Term A Commitment; (ii) except as otherwise provided,
         may, at the option of the Borrower, be incurred and maintained as, or
         Converted into, Term A Loans which are Prime Rate Loans or LIBOR Loans,
         in


                                       21
<PAGE>   26

         each case denominated in Dollars, PROVIDED that all Term A Loans made
         as part of the same Term Borrowing shall, unless otherwise specifically
         provided herein, consist of Term A Loans of the same Type; and (iii)
         shall not exceed for any Lender at the time of incurrence thereof the
         aggregate principal amount of the Term Loan A Commitment, if any, of
         such Lender at such time. Once prepaid or repaid, Term A Loans may not
         be reborrowed.

                 (b) TERM LOAN B FACILITY. Loans under the Term Loan B Facility
         (each a "TERM B LOAN" and, collectively, the "TERM B LOANS"): (i) can
         only be incurred on the Closing Date in the entire amount of the
         Unutilized Total Term B Commitment; (ii) except as otherwise provided,
         may, at the option of the Borrower, be incurred and maintained as, or
         Converted into, Term B Loans which are Prime Rate Loans or LIBOR Loans,
         in each case denominated in Dollars, PROVIDED that all Term B Loans
         made as part of the same Term Borrowing shall, unless otherwise
         specifically provided herein, consist of Term B Loans of the same Type;
         and (iii) shall not exceed for any Lender at the time of incurrence
         thereof the aggregate principal amount of the Term Loan B Commitment,
         if any, of such Lender at such time. Once prepaid or repaid, Term B
         Loans may not be reborrowed.

                 (c) REVOLVING FACILITY. Loans under the Revolving Facility
         (each a "REVOLVING LOAN" and, collectively, the "REVOLVING LOANS"): (i)
         may be incurred by the Borrower at any time and from time to time on
         and after the Closing Date and prior to the date the Total Revolving
         Commitment expires or is terminated; (ii) except as otherwise provided,
         may, at the option of the Borrower, be incurred and maintained as, or
         Converted into, Revolving Loans which are Prime Rate Loans or LIBOR
         Loans, in each case denominated in Dollars, PROVIDED that all Revolving
         Loans made as part of the same Revolving Borrowing shall, unless
         otherwise specifically provided herein, consist of Revolving Loans of
         the same Type; (iii) may be repaid or prepaid and reborrowed in
         accordance with the provisions hereof; (iv) may only be made if after
         giving effect thereto the Unutilized Total Revolving Commitment exceeds
         the outstanding Swing Line Loans; and (v) shall not exceed for any
         Lender at any time outstanding that aggregate principal amount which,
         when added to the product at such time of (A) such Lender's Revolving
         Facility Percentage, TIMES (B) the aggregate Letter of Credit
         Outstandings, equals the Revolving Commitment of such Lender at such
         time.

                 (d) SWING LINE FACILITY. Loans to the Borrower under the Swing
         Line Facility (each a "SWING LINE LOAN" and, collectively, the "SWING
         LINE LOANS") (i) shall be made only by the Swing Line Lender, (ii) may
         be made at any time and from time to time on and after the Closing Date
         and prior to the earlier of (x) the date the Swing Line Commitment
         expires or is terminated, or (y) the date the Total Revolving
         Commitment expires or is terminated; (iii) shall be made only in U.S.
         Dollars; (iv) shall have a maturity of no longer than one Business Day;
         (v) may be incurred as either a Prime Rate Loan or a Money Market Rate
         Loan; (vi) may be repaid or prepaid and reborrowed in accordance with
         the provisions hereof; (vii) may only be made if after giving effect
         thereto the Unutilized Total Revolving Commitment exceeds the
         outstanding Swing Line Loans; and (viii) shall not exceed for the Swing
         Line Lender at any time outstanding its Swing Line Commitment at such
         time.

         2.2. MINIMUM BORROWING AMOUNTS, ETC.; PRO RATA BORROWINGS. (a) The
aggregate principal amount of each Borrowing by the Borrower shall not be less
than the Minimum Borrowing Amount. More than one Borrowing may be incurred by
the Borrower on any day, PROVIDED that (i) if there are two or more Borrowings
on a single day by the Borrower under the same Facility which consist of LIBOR
Loans, each such Borrowing shall have a different initial Interest Period, (ii)
only one Borrowing may be made under the Swing Line Facility on any day, and
(iii) at no time shall there be more than 12 Borrowings of LIBOR Loans
outstanding hereunder.

         (b) All Borrowings under a Facility shall be made by the Lenders having
Commitments under such Facility PRO RATA on the basis of their respective
Commitments under such Facility. It is understood that no Lender shall be
responsible for any default by any other Lender in its obligation to make Loans
hereunder and that 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 Commitment hereunder.



                                       22
<PAGE>   27

         2.3. PROCEDURES FOR BORROWING AND DISBURSEMENT OF FUNDS. (a) NOTICE OF
BORROWING. Whenever the Borrower desires to incur Loans, it shall give the
Administrative Agent at its Notice Office,

                 (A) BORROWINGS UNDER THE REVOLVING AND TERM FACILITIES: in the
         case of any Borrowing under a Term Facility or the Revolving Facility
         of (1) LIBOR Loans to be made hereunder, prior to 12:00 noon (local
         time at its Notice Office), at least three Business Days' prior written
         or telephonic notice thereof (in the case of telephonic notice,
         promptly confirmed in writing if so requested by the Administrative
         Agent); or (2) Prime Rate Loans to be made hereunder, prior to 12:00
         noon (local time at its Notice Office), at least one Business Day's
         prior written or telephonic notice thereof (in the case of telephonic
         notice, promptly confirmed in writing if so requested by the
         Administrative Agent), or

                 (B) BORROWINGS UNDER THE SWING LINE FACILITY: in the case of
         any Borrowing under the Swing Line Facility of (1) a Prime Rate Loan to
         be made hereunder, prior to 1:00 P.M. (local time at its Notice
         Office), at least same Business Day's prior written or telephonic
         notice thereof (in the case of telephonic notice, promptly confirmed in
         writing if so requested by the Administrative Agent); or (2) a Money
         Market Rate Loan to be made hereunder, if the Administrative Agent
         shall have furnished the Borrower with a Quoted Rate therefor, prior to
         1:00 P.M. (local time at its Notice Office), at least same Business
         Day's prior written or telephonic notice thereof (in the case of
         telephonic notice, promptly confirmed in writing if so requested by the
         Administrative Agent), which proposed Borrowing shall be within such
         period as the Administrative Agent shall have specified for such Quoted
         Rate.

Each such notice (each such notice, a "NOTICE OF BORROWING") shall (if requested
by the Administrative Agent to be confirmed in writing), be substantially in the
form of Exhibit B-1, and in any event shall be irrevocable and shall specify:
(i) the Facility under which the Borrowing is to be incurred; (ii) the aggregate
principal amount of the Loans to be made pursuant to such Borrowing; (iii) the
date of the Borrowing (which shall be a Business Day); (iv) whether the
Borrowing shall consist of Prime Rate Loans, LIBOR Loans or a Money Market Rate
Loan; (v) if the Borrowing consists of a Swing Line Loan which is a Money Market
Rate Loan, the Quoted Rate therefor; and (vi) if the requested Borrowing
consists of LIBOR Loans, the Interest Period to be initially applicable thereto.
The stated maturity date of any Swing Line Loan shall be the Business Day which
immediately follows the date such Swing Line Loan is made, subject to any
reborrowing thereof as provided in section 2.1(d). The Administrative Agent
shall promptly give each Lender which has a Commitment under any applicable
Facility written notice (or telephonic notice promptly confirmed in writing) of
each proposed Borrowing under the applicable Facility, of such Lender's
proportionate share thereof and of the other matters covered by the Notice of
Borrowing relating thereto.

         (b) BORROWINGS OF MONEY MARKET RATE LOANS. Whenever the Borrower
proposes to submit a Notice of Borrowing with respect to a Swing Line Loan which
will be a Money Market Rate Loan, it will prior to submitting such Notice of
Borrowing notify the Administrative Agent of its intention and request the
Administrative Agent to quote a fixed or floating interest rate (the "QUOTED
RATE") to be applicable thereto prior to the proposed maturity thereof. The
Administrative Agent will immediately so notify the Swing Line Lender, and if
the Swing Line Lender is agreeable to a particular interest rate for the
proposed Money Market Rate Loan if such Loan is made on or prior to a specified
date, the Administrative Agent shall quote such interest rate to the Borrower as
the Quoted Rate applicable to such proposed Money Market Rate Loan if made on or
before such specified date for a maturity of one Business Day as so proposed by
the Borrower. The Swing Line Lender contemplates that any Quoted Rate will be a
rate of interest which reflects a margin corresponding to (or greater than) the
sum of (x) the Applicable LIBOR Margin in effect at the time of quotation of any
Quoted Rate over the then prevailing fully absorbed average cost of funds of the
Swing Line Lender, Federal Funds Effective Rate, commercial paper, call money,
overnite repurchase or other commonly quoted interest rate, in each case as
selected by the Swing Line Lender. Nothing herein shall be deemed to permit any
Lender other than the Swing Line Lender any right of approval with respect to a
Quoted Rate.

         (C) ACTIONS BY ADMINISTRATIVE AGENT ON TELEPHONE NOTICE. Without in any
way limiting the obligation of the Borrower to confirm in writing any telephonic
notice permitted to be given hereunder, the Administrative Agent may act prior
to receipt of written confirmation without liability upon the basis of such
telephonic notice believed by the Administrative Agent in good faith to be from
an Authorized Officer of the Borrower entitled to give telephonic notices


                                       23
<PAGE>   28

under this Agreement on behalf of the Borrower. In each such case, the
Administrative Agent's record of the terms of such telephonic notice shall be
conclusive absent manifest error.

         (d) DISBURSEMENT OF FUNDS. (i) No later than 2:00 P.M. (local time at
the Payment Office) on the date specified in each Notice of Borrowing, each
Lender will make available its PRO RATA share, if any, of each Borrowing
requested to be made on such date in the manner provided below. All amounts
shall be made available to the Administrative Agent in U.S. dollars and
immediately available funds at the Payment Office and the Administrative Agent
promptly will make available to the Borrower by depositing to its account at the
Payment Office the aggregate of the amounts so made available in the type of
funds received.

         (ii) Unless the Administrative Agent shall have been notified by any
Lender prior to the date of Borrowing that such Lender does not intend to make
available to the Administrative Agent its portion of the Borrowing or Borrowings
to be made on such date, the Administrative Agent may assume that such Lender
has made such amount available to the Administrative Agent on such date of
Borrowing, and the Administrative Agent, in reliance upon such assumption, may
(in its sole discretion and without any obligation to do so) make available to
the Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent by such Lender and the Administrative
Agent has made available same to the Borrower, the Administrative Agent shall be
entitled to recover such corresponding amount from such Lender. If such Lender
does not pay such corresponding amount forthwith upon the Administrative Agent's
demand therefor, the Administrative Agent shall promptly notify the Borrower,
and the Borrower shall immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
from such Lender or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower to the
date such corresponding amount is recovered by the Administrative Agent, at a
rate per annum equal to (x) if paid by such Lender, the overnight Federal Funds
Effective Rate or (y) if paid by the Borrower, the then applicable rate of
interest, calculated in accordance with section 2.7, for the respective Loans
(but without any requirement to pay any amounts in respect thereof pursuant to
section 2.10).

         (iii) Nothing in this section 2.3(d) and no subsequent termination of
the Commitments pursuant to section 4.2 or 4.3 shall be deemed to relieve any
Lender from its obligation to fulfill its Commitment hereunder and in existence
from time to time or to prejudice any rights which the Borrower may have against
any Lender as a result of any default by such Lender hereunder.

         2.4. REFUNDING OF, OR PARTICIPATION IN, SWING LINE LOANS. (a) If any
Event of Default exists, the Swing Line Lender may, in its sole and absolute
discretion, direct that the Swing Line Loans owing to it be refunded by
delivering a notice to such effect to the Administrative Agent, specifying the
aggregate principal amount thereof (a "NOTICE OF SWING LINE REFUNDING").
Promptly upon receipt of a Notice of Swing Line Refunding, the Administrative
Agent shall give notice of the contents thereof to the Lenders with Revolving
Commitments and, unless an Event of Default specified in section 10.1(h) in
respect of the Borrower has occurred, also to the Borrower. Each such Notice of
Swing Line Refunding shall be deemed to constitute delivery by the Borrower of a
Notice of Borrowing requesting Revolving Loans consisting of Prime Rate Loans in
the amount of the Swing Line Loans to which it relates. Each Lender with a
Revolving Commitment (including the Swing Line Lender, in its capacity as a
Lender) hereby unconditionally agrees (notwithstanding that any of the
conditions specified in section 6.2 hereof or elsewhere in this Agreement shall
not have been satisfied, but subject to the provisions of paragraph (b) below)
to make a Revolving Loan to the Borrower in an amount equal to such Lender's
Revolving Facility Percentage of the aggregate amount of the Swing Line Loans to
which such Notice of Swing Line Refunding relates. Each such Lender shall make
the amount of such Revolving Loan available to the Administrative Agent in
immediately available funds at the Payment Office not later than 2:00 P.M.
(local time at the Payment Office), if such notice is received by such Lender
prior to 11:00 A.M. (local time at its Domestic Lending Office), or not later
than 2:00 P.M. (local time at the Payment Office) on the next Business Day, if
such notice is received by such Lender after such time. The proceeds of such
Revolving Loans shall be made immediately available to the Swing Line Lender and
applied by it to repay the principal amount of the Swing Line Loans to which
such Notice of Swing Line Refunding related. The Borrower irrevocably and
unconditionally agrees that, notwithstanding anything to the contrary contained
in this Agreement, Revolving Loans made as herein provided in response to a
Notice of Swing Line Refunding shall constitute Revolving Loans hereunder
consisting of Prime Rate Loans.


                                       24
<PAGE>   29

         (b) If prior to the time a Revolving Loan would otherwise have been
made as provided above as a consequence of a Notice of Swing Line Refunding, any
of the events specified in section 10.1(h) shall have occurred in respect of the
Borrower or one or more of the Lenders with Revolving Commitments shall
determine that it is legally prohibited from making a Revolving Loan under such
circumstances, each Lender (other than the Swing Line Lender), or each Lender
(other than the Swing Line Lender) so prohibited, as the case may be, shall, on
the date such Revolving Loan would have been made by it (the "PURCHASE DATE"),
purchase an undivided participating interest in the outstanding Swing Line Loans
to which such Notice of Swing Line Refunding related, in an amount (the "SWING
LINE PARTICIPATION AMOUNT") equal to such Lender's Revolving Facility Percentage
of such Swing Line Loans. On the Purchase Date, each such Lender or each such
Lender so prohibited, as the case may be, shall pay to the Swing Line Lender, in
immediately available funds, such Lender's Swing Line Participation Amount, and
promptly upon receipt thereof the Swing Line Lender shall, if requested by such
other Lender, deliver to such Lender a participation certificate, dated the date
of the Swing Line Lender's receipt of the funds from, and evidencing such
Lender's participating interest in such Swing Line Loans and its Swing Line
Participation Amount in respect thereof. If any amount required to be paid by a
Lender to the Swing Line Lender pursuant to the above provisions in respect of
any Swing Line Participation Amount is not paid on the date such payment is due,
such Lender shall pay to the Swing Line Lender on demand interest on the amount
not so paid at the overnight Federal Funds Effective Rate from the due date
until such amount is paid in full.

         (c) Whenever, at any time after the Swing Line Lender has received from
any other Lender such Lender's Swing Line Participation Amount, the Swing Line
Lender receives any payment from or on behalf of the Borrower on account of the
related Swing Line Loans, the Swing Line Lender will promptly distribute to such
Lender its Revolving Facility Percentage of such payment on account of its Swing
Line Participation Amount (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender's participating
interest was outstanding and funded); PROVIDED, HOWEVER, that in the event such
payment received by the Swing Line Lender is required to be returned, such
Lender will return to the Swing Line Lender any portion thereof previously
distributed to it by the Swing Line Lender.

         (d) Each Lender's obligation to make Revolving Loans and/or to purchase
participations in connection with a Notice of Swing Line Refunding (which shall
in all events be within such Lender's Unutilized Revolving Commitment, taking
into account all outstanding participations in connection with Swing Line
Refundings) shall be subject to the conditions that:

                  (i) such Lender shall have received a Notice of Swing Line
                      Refunding complying with the provisions hereof, and

                 (ii) at the time the Swing Line Loans which are the subject of
                      such Notice of Swing Line Refunding were made, the Swing
                      Line Lender had no actual written notice from another
                      Lender notifying the Swing Line Lender that an Event of
                      Default had occurred and was continuing under this
                      Agreement and that any further increases in the aggregate
                      principal amount of Swing Line Loans would not be entitled
                      to the benefit of the participation arrangements provided
                      in this section 2.4,

but otherwise shall be absolute and unconditional, shall be solely for the
benefit of the Swing Line Lender, 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 any other Lender, any
Credit Party, or any other person, or any Credit Party may have against any
Lender or other person, as the case may be, for any reason whatsoever; (B) the
occurrence or continuance of a Default or Event of Default; (C) any event or
circumstance involving a Material Adverse Effect upon the Borrower; (D) any
breach of any Credit Document by any party thereto; or (E) any other
circumstance, happening or event, whether or not similar to any of the
foregoing.

         2.5. NOTES; LOAN ACCOUNTS. (a) Forms of Notes. The Borrower's
obligation to pay the principal of, and interest on, the Loans made to it by
each Lender shall be evidenced (i) if a Term A Loan, by a promissory note of the
Borrower substantially in the form of Exhibit A-1 (each a "TERM A NOTE" and,
collectively, the "TERM A NOTES"), (ii) if a Term B Loan, by a promissory note
of the Borrower substantially in the form of Exhibit A-2 (each a "TERM B NOTE"
and, collectively, the "TERM B NOTES"), (iii) if a Revolving Loan, by a
promissory note of the Borrower substantially in the form of Exhibit A-3 with
blanks appropriately completed in conformity herewith (each a "REVOLVING NOTE"
and,


                                       25
<PAGE>   30

collectively, the "REVOLVING NOTES"),and (iv) if a Swing Line Loan, by a
promissory note of the Borrower substantially in the form of Exhibit A-4 with
blanks appropriately completed in conformity herewith (the "SWING LINE NOTE").

         (b) TERM A NOTES. The Term A Note issued by the Borrower to a Lender
with a Term A Commitment shall: (i) be executed by the Borrower; (ii) be payable
to the order of such Lender and be dated on or prior to the Closing Date; (iii)
be payable in the principal amount of Term A Loans evidenced thereby; (iv) be
payable in installments as provided in section 5.2(a) and mature on the Term A
Maturity Date; (v) bear interest as provided in section 2.7 in respect of the
Prime Rate Loans or LIBOR Loans, as the case may be, evidenced thereby; (vi) be
subject to mandatory prepayment as provided in section 5.2; and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

         (c) TERM B NOTES. The Term B Note issued by the Borrower to a Lender
with a Term B Commitment shall: (i) be executed by the Borrower; (ii) be payable
to the order of such Lender and be dated on or prior to the Closing Date; (iii)
be payable in the principal amount of Term B Loans evidenced thereby; (iv) be
payable in installments as provided in section 5.2(a) and mature on the Term B
Maturity Date; (v) bear interest as provided in section 2.7 in respect of the
Prime Rate Loans or LIBOR Loans, as the case may be, evidenced thereby; (vi) be
subject to mandatory prepayment as provided in section 5.2; and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

         (d) REVOLVING NOTES. The Revolving Note issued by the Borrower to a
Lender with a Revolving Commitment shall: (i) be executed by the Borrower; (ii)
be payable to the order of such Lender and be dated on or prior to the Closing
Date; (iii) be payable in the principal amount of Revolving Loans evidenced
thereby; (iv) mature on the Revolving Maturity Date; (v) bear interest as
provided in section 2.7 in respect of the Prime Rate Loans or LIBOR Loans, as
the case may be, evidenced thereby; (vi) be subject to mandatory prepayment as
provided in section 5.2; and (vii) be entitled to the benefits of this Agreement
and the other Credit Documents.

         (e) SWING LINE NOTE. The Swing Line Revolving Note issued to the Swing
Line Lender shall: (i) be executed by the Borrower; (ii) be payable to the order
of such Lender and be dated on or prior to the date the first Loan evidenced
thereby is made; (iii) be in a stated principal amount equal to the Swing Line
Commitment of such Lender and be payable in the principal amount of Swing Line
Loans evidenced thereby; (iv) mature as to any Swing Line Loan evidenced thereby
on the first Business Day following the date such Swing Line Loan was made; (v)
bear interest as provided in section 2.7 in respect of the Prime Rate Loans or
Money Market Rate Loans, as the case may be, evidenced thereby; (vi) be subject
to mandatory prepayment as provided in section 5.2; and (vii) be entitled to the
benefits of this Agreement and the other Credit Documents.

         (f) LOAN ACCOUNTS OF LENDERS. Each Lender shall maintain in accordance
with its usual practice an account or accounts evidencing the indebtedness of
the Borrower to such Lender resulting from each Loan made by such Lender,
including the amounts of principal and interest payable and paid to such Lender
from time to time hereunder.

         (g) LOAN ACCOUNTS OF ADMINISTRATIVE AGENT. The Administrative Agent
shall maintain accounts in which it shall record (i) the amount of each Loan
made hereunder, the Type thereof, and the particular Facility under which such
Loan was made, (ii) the Interest Period and applicable interest rate if such
Loan is a LIBOR Loan, (iii) the maturity date and interest rate if such Loan is
a Swing Line Loan, (iv) the amount of any principal due and payable or to become
due and payable from the Borrower to each Lender hereunder, and (v) the amount
of any sum received by the Administrative Agent hereunder for the account of the
Lenders and each Lender's share thereof.

         (h) EFFECT OF LOAN ACCOUNTS, ETC. The entries made in the accounts
maintained pursuant to section 2.5(f) and (g) shall be PRIMA FACIE evidence of
the existence and amounts of payments and amounts of the obligations recorded
therein; PROVIDED, that the failure of any Lender or the Administrative Agent to
maintain such accounts or any error therein shall not in any manner affect the
obligation of the Borrower to repay or prepay the Loans in accordance with the
terms of this Agreement.

         (i) ENDORSEMENTS OF AMOUNTS ON NOTES PRIOR TO TRANSFER. Each Lender
will, prior to any transfer of any of the Notes issued to it by the Borrower,
endorse on the reverse side thereof or the grid attached thereto the


                                       26
<PAGE>   31

outstanding principal amount of Loans evidenced thereby. Failure to make any
such notation or any error in any such notation shall not affect the Borrower's
obligations in respect of such Loans.

         2.6. CONVERSIONS. The Borrower shall have the option to Convert on any
Business Day all or a portion at least equal to the applicable Minimum Borrowing
Amount of the outstanding principal amount of its Loans of one Type owing by it
pursuant to a single Facility into a Borrowing or Borrowings pursuant to the
same Facility of another Type of Loans which can be made pursuant to such
Facility, PROVIDED that:

                  (a) no Conversions may be made with respect to any Swing Line
         Loans;

                  (b) no partial Conversion of a Borrowing of LIBOR Loans shall
         reduce the outstanding principal amount of the LIBOR Loans made
         pursuant to such Borrowing to less than the Minimum Borrowing Amount
         applicable thereto;

                  (c) any Conversion of LIBOR Loans into Prime Rate Loans shall
         be made on, and only on, the last day of an Interest Period for such
         LIBOR Loans;

                  (d) Prime Rate Loans may only be Converted into LIBOR Loans if
         no Default under section 10.1(a) or Event of Default is in existence on
         the date of the Conversion unless the Required Revolving Lenders, the
         Required Term A Lenders or the Required Term B Lenders, as applicable,
         otherwise agree;

                  (e) Prime Rate Loans may not be Converted into LIBOR Loans
         during any period when such Conversion is not permitted under section
         2.9; and

                  (f) Borrowings of LIBOR Loans resulting from this section 2.6
         shall conform to the requirements of section 2.2.

Each such Conversion shall be effected by the Borrower giving the Administrative
Agent at its Notice Office, prior to 12:00 noon (local time at such Notice
Office), at least three Business Days', in the case of Conversion into a LIBOR
Loans (or prior to 12:00 noon (local time at such Notice Office) same Business
Day's, in the case of a Conversion into Prime Rate Loans), prior written notice
(or telephonic notice promptly confirmed in writing if so requested by the
Administrative Agent) (each a "NOTICE OF CONVERSION"), substantially in the form
of Exhibit B-2, specifying the Loans to be so Converted, the Type of Loans to be
Converted into and, if to be Converted into a Borrowing of LIBOR Loans, the
Interest Period to be initially applicable thereto. The Administrative Agent
shall give each Lender prompt notice of any such proposed Conversion affecting
any of its Loans. For the avoidance of doubt, the prepayment or repayment of any
Revolving Loans out of the proceeds of other Revolving Loans by the Borrower is
not considered a Conversion of Revolving Loans into other Revolving Loans.

         2.7. INTEREST. (a) INTEREST ON PRIME RATE LOANS. During such periods as
a Loan is a Prime Rate Loan, it shall bear interest at a fluctuating rate per
annum which shall at all times be equal to the Prime Rate in effect from time to
time plus the Applicable Prime Rate Margin in effect from time to time for such
Loan.

         (b) INTEREST ON LIBOR LOANS. During such periods as a Loan is a LIBOR
Loan, it shall bear interest at a rate per annum which shall at all times during
an Interest Period therefor be the relevant Adjusted LIBO Rate for such LIBOR
Loan for such Interest Period PLUS the Applicable LIBOR Margin in effect from
time to time for such Loan.

         (c) INTEREST ON MONEY MARKET RATE LOANS. During such periods as a Swing
Line Loan is a Money Market Rate Loan, it shall bear interest until maturity
(whether by acceleration or otherwise) at the rate per annum which shall be
equal to the Quoted Rate therefor.

         (d) DEFAULT INTEREST. Notwithstanding the above provisions, if a
Default under section 10.1(a) or Event of Default is in existence, all
outstanding amounts of principal and, to the extent permitted by law, all
overdue interest, in respect of each Loan shall bear interest, payable on
demand, at a rate per annum equal to 2% per annum above the interest rate which
is or would be applicable from time to time pursuant to section 2.7(a). If any
amount (other than the



                                       27
<PAGE>   32

principal of and interest on the Loans) payable by the Borrower under the Credit
Documents is not paid when due, such amount shall bear interest, payable on
demand, at a rate per annum equal to 2% per annum above the interest rate which
is or would be applicable from time to time pursuant to section 2.7(a).

         (e) ACCRUAL AND PAYMENT OF INTEREST. Interest shall accrue from and
including the date of any Borrowing to but excluding the date of any prepayment
or repayment thereof and shall be payable:

                  (i) in respect of any Swing Line Loan, at the maturity date
         thereof, which shall in no event exceed one Business Day;

                  (ii) in respect of each Prime Rate Loan under the Revolving
         Facility or any Term Facility, quarterly in arrears on each March 31,
         June 30, September 30 and December 31, and

                  (iii) in respect of each LIBOR Loan under the Revolving
         Facility or any Term Facility, on the last day of each Interest Period
         applicable thereto and, in the case of an Interest Period in excess of
         three months, on the dates which are successively three months after
         the commencement of such Interest Period, and

                  (iv) in the case of any Loan under any Facility, on any
         repayment, prepayment or Conversion (on the amount repaid, prepaid or
         Converted), at maturity (whether by acceleration or otherwise) and,
         after such maturity, on demand.

         (f) COMPUTATIONS OF INTEREST. All computations of interest hereunder
shall be made in accordance with section 12.7(b).

         (g) INTEREST RATE MARGINS. As used herein the terms "APPLICABLE PRIME
RATE MARGIN" and "APPLICABLE LIBOR MARGIN" shall mean the applicable rates
determined in accordance with the following provisions.

                 (i) APPLICABLE MARGIN FOR TERM B LOANS. In the case of the Term
         B Loans, the Applicable Prime Rate Margin is 150 basis points per annum
         and the Applicable LIBOR Margin is 300 basis points per annum.

                 (ii) APPLICABLE MARGINS FOR REVOLVING LOANS, SWING LINE LOANS
         AND TERM A LOANS. In the case of the Revolving Loans, the Swing Line
         Loans and the Term A Loans, the Applicable Prime Rate Margin or
         Applicable LIBOR Margin, as the case may be, is the particular rate per
         annum determined by the Administrative Agent in accordance with the
         Pricing Grid Table which appears below, based on the Borrower's ratio
         of Consolidated Total Debt to Consolidated EBITDA, as computed in
         accordance with section 9.7 hereof, and such Pricing Grid Table, and
         the following provisions:

                           (A) Initially, until changed hereunder in accordance
                  with the following provisions, the Applicable Prime Rate
                  Margin for Revolving Loans, Swing Line Loans and Term A Loans
                  will be 100.00 basis points per annum, and the Applicable
                  LIBOR Margin for Revolving Loans and Term A Loans will be
                  250.00 basis points per annum.

                           (B) Commencing with the fiscal quarter of the
                  Borrower ended on or nearest to June 30, 2000, and continuing
                  with each fiscal quarter thereafter, the Administrative Agent
                  will determine the Applicable Prime Rate Margin or Applicable
                  LIBOR Margin for any Revolving Loan, Swing Line Loan or Term A
                  Loan in accordance with the Pricing Grid Table, based on the
                  Borrower's ratio of (x) Consolidated Total Debt as of the end
                  of the fiscal quarter, to (y) Consolidated EBITDA for the
                  Testing Period ended on the last day of the fiscal quarter, as
                  computed in accordance with section 9.7 hereof, and identified
                  in such Pricing Grid Table. Changes in the Applicable Prime
                  Rate Margin or Applicable LIBOR Margin based upon changes in
                  such ratio shall become effective on the first day of the
                  month following the receipt by the Administrative Agent
                  pursuant to section 8.1(a) or (b) of the financial statements
                  of the Borrower, accompanied by the certificate and
                  calculations referred to in section 8.1(c), demonstrating the
                  computation of such ratio, based upon the ratio in effect at
                  the end of the applicable period covered (in whole or in part)
                  by such financial statements.


                                       28
<PAGE>   33

                           (C) Notwithstanding the above provisions, in no event
                  shall there be any reduction during the period of six months
                  following the Closing Date in (1) the Applicable Prime Rate
                  Margin for Revolving Loans, Swing Line Loans or Term A Loans,
                  or (2) the Applicable LIBOR Margin for Revolving Loans or Term
                  A Loans.

                           (D) Notwithstanding the above provisions, during any
                  period when (1) the Borrower has failed to timely deliver its
                  consolidated financial statements referred to in section
                  8.1(a) or (b), accompanied by the certificate and calculations
                  referred to in section 8.1(c), (2) a Default under section
                  10.1(a) has occurred and is continuing, or (3) an Event of
                  Default has occurred and is continuing, the Applicable Prime
                  Rate Margin and the Applicable LIBOR Margin for Revolving
                  Loans, Swing Line Loans and Term A Loans shall be the highest
                  rate per annum indicated therefor in the Pricing Grid Table,
                  regardless of the Borrower's ratio of Consolidated Total Debt
                  to Consolidated EBITDA at such time.

                           (E) Any changes in the Applicable Prime Rate Margin
                  or Applicable LIBOR Margin for Revolving Loans, Swing Line
                  Loans or Term A Loans shall be determined by the
                  Administrative Agent in accordance with the above provisions
                  and the Administrative Agent will promptly provide notice of
                  such determinations to the Borrower and the Lenders. Any such
                  determination by the Administrative Agent pursuant to this
                  section 2.7(g) shall be conclusive and binding absent manifest
                  error.

                               PRICING GRID TABLE
                                       FOR
               REVOLVING LOANS, SWING LINE LOANS AND TERM A LOANS
                           (EXPRESSED IN BASIS POINTS)

<TABLE>
<CAPTION>
=============================================================================================================
                RATIO OF                        APPLICABLE PRIME         APPLICABLE             APPLICABLE
        CONSOLIDATED TOTAL DEBT                    RATE MARGIN          LIBOR MARGIN          COMMITMENT FEE
                   TO                                                                              RATE
         CONSOLIDATED EBITDA
=============================================================================================================
<S>                                                <C>                    <C>                    <C>
Equal to or greater than 3.50 to 1.00              100.00                 250.00                 50.00

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

Equal to or greater than 3.00 to 1.00 and           75.00                 225.00                 50.00
less than 3.50 to 1.00

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

Equal to or greater than 2.50 to 1.00 and           50.00                 200.00                 50.00
less than 3.00 to 1.00

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

Equal to or greater than 2.00 to 1.00 and           12.50                 162.50                 37.50
less than 2.50 to 1.00

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

Less than 2.00 to 1.00                              -0-                   125.00                 37.50

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

         (h) INFORMATION AS TO INTEREST RATES. The Administrative Agent upon
determining the interest rate for any Borrowing shall promptly notify the
Borrower and the affected Lenders thereof. If the Administrative Agent is unable


                                       29
<PAGE>   34

to determine the Adjusted LIBO Rate for any Borrowing of LIBOR Loans based on
the quotation service referred to in clause (i) of the definition of the term
Adjusted LIBO Rate, it will promptly so notify the Reference Banks and each
Reference Bank will furnish the Administrative Agent timely information for the
purpose of determining the Adjusted LIBO Rate for such Borrowing. If any one or
more of the Reference Banks shall not timely furnish such information, the
Administrative Agent shall determine the Adjusted LIBO Rate for such Borrowing
on the basis of timely information furnished by the remaining Reference Banks.

         2.8. SELECTION AND CONTINUATION OF INTEREST PERIODS. (a) The Borrower
shall have the right

                  (x) at the time it gives a Notice of Borrowing or Notice of
         Conversion in respect of the making of, or Conversion into, a Borrowing
         of LIBOR Loans, to select in such Notice the Interest Period to be
         applicable to such Borrowing, and

                  (y) prior to 12:00 noon (local time at the Notice Office) on
         the third Business Day prior to the expiration of an Interest Period
         applicable to a Borrowing under a Facility of LIBOR Loans, to elect by
         giving the Administrative Agent written or telephonic notice (in the
         case of telephonic notice, promptly confirmed in writing if so
         requested by the Administrative Agent) to Continue all or the Minimum
         Borrowing Amount of the principal amount of such Loans as one or more
         Borrowings of LIBOR Loans and to select the Interest Period to be
         applicable to any such Borrowing (any such notice, a "NOTICE OF
         CONTINUATION"),

which Interest Period shall, at the option of the Borrower, be a one, two, three
or six month period; PROVIDED, that notwithstanding anything to the contrary
contained above, the Borrower's right to select an Interest Period or to effect
any Continuation shall be subject to the applicable provisions of section 2.9
and to the following:

                  (i) the initial Interest Period for any Borrowing of LIBOR
                      Loans shall commence on the date of such Borrowing (the
                      date of a Borrowing resulting from a Conversion or
                      Continuation shall be the date of such Conversion or
                      Continuation) and each Interest Period occurring
                      thereafter in respect of such Borrowing shall commence on
                      the day on which the next preceding Interest Period
                      expires;

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

                (iii) if any Interest Period would otherwise expire on a day
                      which is not a Business Day, such Interest Period shall
                      expire on the next succeeding Business Day, PROVIDED that
                      if any Interest Period 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;

                 (iv) no Interest Period for any LIBOR Loan may be selected
                      which would end after the Maturity Date applicable
                      thereto;

                  (v) no Interest Period with respect to any Term A Borrowing
                      may be elected that would extend beyond any date upon
                      which a Scheduled Repayment is required to be made in
                      respect of the Term A Loans if, after giving effect to the
                      selection of such Interest Period, the aggregate principal
                      amount of Term A Loans maintained as LIBOR Loans with
                      Interest Periods ending after such date would exceed the
                      aggregate principal amount of Term A Loans permitted to be
                      outstanding after such Scheduled Repayment;

                 (vi) no Interest Period with respect to any Term B Borrowing
                      may be elected that would extend beyond any date upon
                      which a Scheduled Repayment is required to be made in
                      respect of the Term B Loans if, after giving effect to the
                      selection of such Interest Period, the aggregate principal
                      amount of Term B Loans maintained as LIBOR Loans with
                      Interest Periods ending after such date would exceed the
                      aggregate principal amount of Term B Loans permitted to be
                      outstanding after such Scheduled Repayment;


                                       30
<PAGE>   35

                  (vii) each Borrowing resulting from a Continuation shall be in
         at least the Minimum Borrowing Amount applicable thereto; and

                  (viii) no Interest Period may be elected at any time when a
         Default under section 10.1(a) or an Event of Default is then in
         existence unless the Required Revolving Lenders, the Required Term A
         Lenders or the Required Term B Lenders, as applicable, otherwise agree.

         (b) If upon the expiration of any Interest Period the Borrower has
failed to (or may not) elect a new Interest Period to be applicable to the
respective Borrowing of LIBOR Loans as provided above, the Borrower shall be
deemed to have elected to Convert such Borrowing to Prime Rate Loans effective
as of the expiration date of such current Interest Period.

         2.9. INCREASED COSTS, ILLEGALITY, ETC. (a) In the event that (x) in the
case of clause (i) below, the Administrative Agent or (y) in the case of clauses
(ii) and (iii) below, any Lender, shall have determined on a reasonable basis
(which determination shall, absent manifest error, be final and conclusive and
binding upon all parties hereto):

                  (i) on any date for determining the Adjusted LIBO Rate for any
         Interest Period that, by reason of any changes arising after the
         Effective 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 Adjusted LIBO Rate; or

                  (ii) at any time, that such Lender shall incur increased costs
         or reductions in the amounts received or receivable hereunder in an
         amount which such Lender deems material with respect to any LIBOR Loans
         (other than any increased cost or reduction in the amount received or
         receivable resulting from the imposition of or a change in the rate of
         taxes or similar charges) because of (x) any change since the Effective
         Date in any applicable law, governmental rule, regulation, guideline,
         order 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, guideline, order or
         request (such as, for example, but not limited to, a change in official
         reserve requirements, but, in all events, excluding reserves includable
         in the Adjusted LIBO Rate pursuant to the definition thereof) and/or
         (y) other circumstances adversely affecting the interbank Eurodollar
         market or the position of such Lender in such market; or

                  (iii) at any time, that the making or continuance of any LIBOR
         Loan has become unlawful by compliance by such Lender in good faith
         with any change since the Effective Date in any law, governmental rule,
         regulation, guideline or order, or the interpretation or application
         thereof, or would conflict with any thereof not having the force of law
         but with which such Lender customarily complies or has become
         impracticable as a result of a contingency occurring after the
         Effective Date which materially adversely affects the interbank
         Eurodollar market;

THEN, and in any such event, such Lender (or the Administrative Agent in the
case of clause (i) above) shall (x) on or promptly following such date or time
and (y) within 10 Business Days of the date on which such event no longer exists
give notice (by telephone confirmed in writing) to the Borrower and to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in
the case of clause (i) above, LIBOR Loans shall no longer be available until
such time as the Administrative Agent notifies the Borrower and the Lenders that
the circumstances giving rise to such notice by the Administrative Agent no
longer exist, and any Notice of Borrowing, Notice of Conversion or Notice of
Continuation given by the Borrower with respect to LIBOR Loans which have not
yet been incurred, Converted or Continued shall be deemed rescinded by the
Borrower or, in the case of a Notice of Borrowing, shall, at the option of the
Borrower, be deemed converted into a Notice of Borrowing for Prime Rate Loans to
be made on the date of Borrowing contained in such Notice of Borrowing, (y) in
the case of clause (ii) above, the Borrower shall 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 shall determine) as shall be required to compensate such Lender, for such
increased costs or reductions in amounts receivable hereunder (a written notice
as to the additional amounts owed to such Lender, showing the basis for the
calculation thereof, which basis must be reasonable, submitted to the Borrower
by such Lender shall, absent manifest error, be final


                                       31
<PAGE>   36

and conclusive and binding upon all parties hereto) and (z) in the case of
clause (iii) above, the Borrower shall take one of the actions specified in
section 2.9(b) as promptly as possible and, in any event, within the time period
required by law.

         (b) At any time that any LIBOR Loan is affected by the circumstances
described in section 2.9(a)(ii) or (iii), the Borrower may (and in the case of a
LIBOR Loan affected pursuant to section 2.9(a)(iii) the Borrower shall) either
(i) if the affected LIBOR Loan is then being made pursuant to a Borrowing, by
giving the Administrative Agent telephonic notice (confirmed promptly in
writing) thereof on the same date that the Borrower was notified by a Lender
pursuant to section 2.9(a)(ii) or (iii), cancel said Borrowing, convert the
related Notice of Borrowing into one requesting a Borrowing of Prime Rate Loans
or require the affected Lender to make its requested Loan as a Prime Rate Loan,
or (ii) if the affected LIBOR Loan is then outstanding, upon at least one
Business Day's notice to the Administrative Agent, require the affected Lender
to Convert each such LIBOR Loan into a Prime 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 2.9(b).

         (c) If any Lender shall have determined that after the Effective Date,
the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged by law with the interpretation or administration thereof, or
compliance by such Lender or its parent corporation with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank, or comparable agency, in each case made
subsequent to the Effective Date, has or would have the effect of reducing by an
amount reasonably deemed by such Lender to be material the rate of return on
such Lender's or its parent corporation's capital or assets as a consequence of
such Lender's commitments or obligations hereunder to a level below that which
such Lender or its parent corporation could have achieved but for such adoption,
effectiveness, change or compliance (taking into consideration such Lender's or
its parent corporation's policies with respect to capital adequacy), then from
time to time, within 15 days after demand by such Lender (with a copy to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amount or amounts as will compensate such Lender or its parent corporation for
such reduction. Each Lender, upon determining in good faith that any additional
amounts will be payable pursuant to this section 2.9(c), will give prompt
written notice thereof to the Borrower, which notice shall set forth, in
reasonable detail, the basis of the calculation of such additional amounts,
which basis must be reasonable, although the failure to give any such notice
shall not release or diminish any of the Borrower's obligations to pay
additional amounts pursuant to this section 2.9(c) upon the subsequent receipt
of such notice.

         (d) Notwithstanding anything in this Agreement to the contrary, (i) no
Lender shall be entitled to compensation or payment or reimbursement of other
amounts under section 2.9, 3.5 or 5.4 for any amounts incurred or accruing more
than 270 days prior to the giving of notice to the Borrower of additional costs
or other amounts of the nature described in such sections, and (ii) no Lender
shall demand compensation for any reduction referred to in section 2.9(c) or
payment or reimbursement of other amounts under section 3.5 or 5.4 if it shall
not at the time be the general policy or practice of such Lender to demand such
compensation, payment or reimbursement in similar circumstances under comparable
provisions of other credit agreements.

         2.10. BREAKAGE COMPENSATION. The Borrower shall compensate each
applicable Lender, upon its written request (which request shall set forth the
detailed basis for requesting and the method of calculating such compensation),
for all reasonable losses, expenses and liabilities (including, without
limitation, any loss, expense or liability incurred by reason of the liquidation
or reemployment of deposits or other funds required by such Lender to fund its
LIBOR Loans or Money Market Rate Loans) which such Lender may sustain: (i) if
for any reason (other than a default by such Lender or the Administrative
Agent), (A) a Borrowing of LIBOR Loans does not occur on a date specified
therefor in a Notice of Borrowing, Notice of Conversion or Notice of
Continuation (whether or not rescinded or withdrawn by or on behalf of such
Borrower or deemed rescinded or withdrawn pursuant to section 2.9(a)), or (B) a
Borrowing of Money Market Rate Loans does not occur on a date specified therefor
in a Notice of Borrowing; (ii) if any repayment, prepayment, Conversion or
Continuation of any of its LIBOR Loans occurs on a date which is not the last
day of an Interest Period applicable thereto; (iii) if any repayment or
prepayment of any Money Market Rate Loan occurs on a date which is not the
maturity date thereof; (iv) if any prepayment of any LIBOR Loans or Money Market
Rate Loans, as the case may be, is not made on any date specified in a notice of
prepayment given by or on behalf of the Borrower; (v) if the Borrower, pursuant
to section 2.11(b) hereof, requires any Lender (other than a Defaulting Lender)


                                       32
<PAGE>   37

to transfer its LIBOR Loans and/or Money Market Rate Loans, as the case may be,
on any date other than the last day of the Interest Period or maturity date
thereof; or (vi) as a consequence of (x) any other default by the Borrower to
repay its LIBOR Loans or Money Market Rate Loans, as the case may be, when
required by the terms of this Agreement or (y) an election made pursuant to
section 2.9(b). Such loss, cost, expense and liability to any Lender shall be
deemed to include an amount determined by such Lender to be the excess, if any,
of (i) the amount of interest which would have accrued on the principal amount
of such Loan had such event not occurred, at the interest rate that would have
been applicable to such Loan, for the period from the date of such event to the
last day of the then current Interest Period therefor or the then maturity date
thereof in the case of any Money Market Rate Loan (or, in the case of a failure
to effect a Borrowing, Conversion or Continuation, for the period that would
have been the Interest Period for such Loan or the period to maturity of such
Loan, in the case of a Money Market Rate Loan), over (ii) the amount of interest
which would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such period,
for Dollar deposits of a comparable amount and period from other banks in the
London interbank market. A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this section shall
be delivered to the Borrower and shall be conclusive absent convincing evidence
of error. The Borrower shall pay such Lender the amount shown as due on any such
request within 30 days after receipt by the Borrower thereof.

         2.11. CHANGE OF LENDING OFFICE; REPLACEMENT OF LENDERS. (a) Each Lender
agrees that, upon the occurrence of any event giving rise to the operation of
section 2.9(a)(ii) or (iii), 2.9(c), 3.5 or 5.4 with respect to such Lender, it
will, if requested by the Borrower, use reasonable efforts (subject to overall
policy considerations of such Lender) to designate another Applicable Lending
Office for any Loans or Commitment affected by such event, PROVIDED that such
designation is made on such terms that such Lender and its Applicable Lending
Office suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of any such
section.

         (b) If any Lender requests any compensation, reimbursement or other
payment under section 2.9(a)(ii) or (iii), 2.9(c) or 3.5 with respect to such
Lender, or if the Borrower is required to pay any additional amount to any
Lender or governmental authority pursuant to section 5.4, or if any Lender is a
Defaulting Lender, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with the restrictions
contained in section 12.4(c)), all its interests, rights and obligations under
this Agreement to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i)
the Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts,
including any breakage compensation under section 2.10 hereof), and (iii) in the
case of any such assignment resulting from a claim for compensation,
reimbursement or other payments required to be made under section 2.9(a)(ii) or
(iii), 2.9(c) or 3.5 with respect to such Lender, or resulting from any required
payments to any Lender or governmental authority pursuant to section 5.4, such
assignment will result in a reduction in such compensation, reimbursement or
payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.

         (c) Nothing in this section 2.11 shall affect or postpone any of the
obligations of the Borrower or the right of any Lender provided in section 2.9,
3.5 or 5.4.

         SECTION 3.    LETTERS OF CREDIT.

         3.1. LETTERS OF CREDIT. (a) Subject to and upon the terms and
conditions herein set forth, the Borrower may request a Letter of Credit Issuer
at any time and from time to time on or after the Closing Date and prior to the
date that is 60 Business Days prior to the Revolving Maturity Date to issue, for
the account of the Borrower or any of its Subsidiaries (the Borrower or any such
Subsidiary, a "LETTER OF CREDIT OBLIGOR"), and in support of worker


                                       33
<PAGE>   38

compensation, liability insurance, releases of contract retention obligations,
contract performance guarantee requirements and other bonding obligations of the
Borrower or any such other Letter of Credit Obligor incurred in the ordinary
course of its business, and such other standby obligations of the Borrower and
the other Letter of Credit Obligors that are acceptable to the Letter of Credit
Issuer, and subject to and upon the terms and conditions herein set forth, such
Letter of Credit Issuer agrees to issue from time to time, irrevocable standby
letters of credit denominated and payable in Dollars or an Alternative Currency
in such form as may be approved by such Letter of Credit Issuer and the
Administrative Agent (each such letter of credit (and each Existing Letter of
Credit described in section 3.1(d)), a "LETTER OF CREDIT" and collectively, the
"LETTERS OF CREDIT").

         (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be
issued, and the Stated Amount of any outstanding Letter of Credit shall not be
increased, if after giving effect thereto the Letter of Credit Outstandings
would exceed either (x) $30,000,000 or (y) when added to the aggregate principal
amount of all Revolving Loans then outstanding, an amount equal to the Total
Revolving Commitment at such time; (ii) no individual Letter of Credit (other
than any Existing Letter of Credit) shall be issued which has an initial Stated
Amount less than $100,000 unless such lesser Stated Amount is acceptable to the
Letter of Credit Issuer; and (iii) each Letter of Credit shall have an expiry
date (including any renewal periods) occurring not later than the earlier of (A)
one year from the date of issuance thereof, unless a longer period is approved
by the relevant Letter of Credit Issuer and Lenders (other than any Defaulting
Lender) holding a majority of the Total General Revolving Commitment, and (B) 15
Business Days prior to the Revolving Maturity Date, in each case on terms
acceptable to the Administrative Agent and the relevant Letter of Credit Issuer.

         (c) Notwithstanding the foregoing, in the event a Lender Default
exists, no Letter of Credit Issuer shall be required to issue any Letter of
Credit unless either (i) such Letter of Credit Issuer has entered into
arrangements satisfactory to it and the Borrower to eliminate such Letter of
Credit Issuer'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' Revolving Facility Percentage of the Letter of
Credit Outstandings; or (ii) the issuance of such Letter of Credit, taking into
account the potential failure of the Defaulting Lender or Lenders to risk
participate therein, will not cause the Letter of Credit Issuer to incur
aggregate credit exposure hereunder with respect to Revolving Loans and Letter
of Credit Outstandings in excess of its Revolving Commitment, and the Borrower
has undertaken, for the benefit of such Letter of Credit Issuer, pursuant to an
instrument satisfactory in form and substance to such Letter of Credit Issuer,
not to thereafter incur Loans or Letter of Credit Outstandings hereunder which
would cause the Letter of Credit Issuer to incur aggregate credit exposure
hereunder with respect to Revolving Loans and Letter of Credit Outstandings in
excess of its Revolving Commitment.

         (d) Annex VI hereto contains a description of all letters of credit
outstanding on, and to continue in effect after, the Closing Date. Each such
letter of credit issued by a bank that is or becomes a Lender under this
Agreement on the Effective Date (each, an "EXISTING LETTER OF CREDIT") shall
constitute a "Letter of Credit" for all purposes of this Agreement, issued, for
purposes of section 3.4(a), on the Closing Date, and the Borrower, the
Administrative Agent and the applicable Lenders hereby agree that, from and
after such date, the terms of this Agreement shall apply to such Letters of
Credit, superseding any other agreement theretofore applicable to them to the
extent inconsistent with the terms hereof.

         3.2. LETTER OF CREDIT REQUESTS: NOTICES OF ISSUANCE. (a) Whenever it
desires that a Letter of Credit be issued, the Borrower shall give the
Administrative Agent and the Letter of Credit Issuer written or telephonic
notice (in the case of telephonic notice, promptly confirmed in writing if so
requested by the Administrative Agent) which, if in the form of written notice
shall be substantially in the form of Exhibit B-3, or transmit by electronic
communication (if arrangements for doing so have been approved by the Letter of
Credit Issuer), prior to 12:00 noon (local time at its Notice Office) at least
three Business Days (or such shorter period as may be acceptable to the relevant
Letter of Credit Issuer) prior to the proposed date of issuance (which shall be
a Business Day) (each a "LETTER OF CREDIT REQUEST"), which Letter of Credit
Request shall include such supporting documents that such Letter of Credit
Issuer customarily requires in connection therewith (including, in the case of a
Letter of Credit for an account party other than the Borrower, an application
for, and if applicable a reimbursement agreement with respect to, such Letter of
Credit). Any such documents executed in connection with the issuance of a Letter
of Credit, including the Letter of Credit itself, are herein referred to as
"LETTER OF CREDIT DOCUMENTS". In the event of any inconsistency between any of
the terms or provisions of any Letter of Credit Document and the terms and
provisions of this Agreement respecting Letters of Credit, the terms and



                                       34
<PAGE>   39

provisions of this Agreement shall control. The Administrative Agent shall
promptly notify each Lender of each Letter of Credit Request.

         (b) Each Letter of Credit Issuer shall, on the date of each issuance of
a Letter of Credit by it, give the Administrative Agent, each applicable Lender
and the Borrower written notice of the issuance of such Letter of Credit,
accompanied by a copy to the Administrative Agent of the Letter of Credit or
Letters of Credit issued by it. Each Letter of Credit Issuer shall provide to
the Administrative Agent a quarterly (or monthly if requested by any applicable
Lender) summary describing each Letter of Credit issued by such Letter of Credit
Issuer and then outstanding and an identification for the relevant period of the
daily aggregate Letter of Credit Outstandings represented by Letters of Credit
issued by such Letter of Credit Issuer.

         3.3. AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The Borrower
hereby agrees to reimburse (or cause any Letter of Credit Obligor for whose
account a Letter of Credit was issued to reimburse) each Letter of Credit
Issuer, by making payment directly to such Letter of Credit Issuer in
immediately available funds at the payment office of such Letter of Credit
Issuer, for any payment or disbursement made by such Letter of Credit Issuer
under any Letter of Credit (each such amount so paid or disbursed until
reimbursed, an "UNPAID DRAWING") immediately after, and in any event on the date
on which, such Letter of Credit Issuer notifies the Borrower (or any such other
Letter of Credit Obligor for whose account such Letter of Credit was issued) of
such payment or disbursement (which notice to the Borrower (or such other Letter
of Credit Obligor) shall be delivered reasonably promptly after any such payment
or disbursement), such payment to be made in Dollars (and in the amount which is
the Dollar equivalent of any such payment or disbursement made or denominated in
an Alternative Currency), with interest on the amount so paid or disbursed by
such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M.
(local time at the payment office of the Letter of Credit Issuer) on the date of
such payment or disbursement, from and including the date paid or disbursed to
but not including the date such Letter of Credit Issuer is reimbursed therefor
at a rate per annum which shall be the rate then applicable to Revolving Loans
which are Prime Rate Loans (plus an additional 2% per annum if not reimbursed on
the date of such payment or disbursement), any such interest also to be payable
on demand.

         (b) The Borrower's obligation under this section 3.3 to reimburse, or
cause another Letter of Credit Obligor to reimburse, each Letter of Credit
Issuer with respect to Unpaid Drawings (including, in each case, interest
thereon) shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which the
Borrower or any other Letter of Credit Obligor may have or have had against such
Letter of Credit Issuer, the Administrative Agent, any other Letter of Credit
Issuer or any Lender, including, without limitation, any defense based upon the
failure of any drawing under a Letter of Credit to conform to the terms of the
Letter of Credit or any non-application or misapplication by the beneficiary of
the proceeds of such drawing, PROVIDED, HOWEVER that the Borrower shall not be
obligated to reimburse, or cause another Letter of Credit Obligor to reimburse,
a Letter of Credit Issuer for any wrongful payment made by such Letter of Credit
Issuer under a Letter of Credit as a result of acts or omissions constituting
willful misconduct or gross negligence on the part of such Letter of Credit
Issuer.

         3.4. LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the issuance
by a Letter of Credit Issuer of any Letter of Credit (and on the Closing Date
with respect to any Existing Letter of Credit), such Letter of Credit Issuer
shall be deemed to have sold and transferred to each Lender with a Revolving
Commitment, and each such Lender (each a "PARTICIPANT") shall be deemed
irrevocably and unconditionally to have purchased and received from such Letter
of Credit Issuer, without recourse or warranty, an undivided interest and
participation, to the extent of such Lender's Revolving Facility Percentage, in
such Letter of Credit, each substitute letter of credit, each drawing made
thereunder, the obligations of the Borrower under this Agreement with respect
thereto (although Letter of Credit Fees shall be payable directly to the
Administrative Agent for the account of the Lenders as provided in section
4.1(b) and the Participants shall have no right to receive any portion of any
fees of the nature contemplated by section 4.1(c)), the obligations of any
Letter of Credit Obligor under any Letter of Credit Documents pertaining
thereto, and any security for, or guaranty pertaining to, any of the foregoing.
Upon any change in the Revolving Commitments of the Lenders pursuant to section
12.4(c), it is hereby agreed that, with respect to all outstanding Letters of
Credit and Unpaid Drawings, there shall be an automatic adjustment to the
participations pursuant to this section 3.4 to reflect the new Revolving
Facility Percentages of the assigning and assignee Lender.


                                       35
<PAGE>   40
         (b) In determining whether to pay under any Letter of Credit, a Letter
of Credit Issuer shall not have any obligation relative to the Participants
other than to determine that any documents required to be delivered under such
Letter of Credit have been delivered and that they appear to comply on their
face with the requirements of such Letter of Credit. Any action taken or omitted
to be taken by a Letter of Credit Issuer under or in connection with any Letter
of Credit if taken or omitted in the absence of gross negligence or willful
misconduct, shall not create for such Letter of Credit Issuer any resulting
liability.

         (c) In the event that a Letter of Credit Issuer makes any payment under
any Letter of Credit and the Borrower shall not have reimbursed (or caused any
applicable Letter of Credit Obligor to reimburse) such amount in full to such
Letter of Credit Issuer pursuant to section 3.3(a), such Letter of Credit Issuer
shall promptly notify the Administrative Agent, and the Administrative Agent
shall promptly notify each Participant of such failure, and each Participant
shall promptly and unconditionally pay to the Administrative Agent for the
account of such Letter of Credit Issuer, the amount of such Participant's
Revolving Facility Percentage of such payment in U.S. Dollars (the
Administrative Agent having determined in the case of any payment by a Letter of
Credit Issuer made in an Alternative Currency the equivalent thereof in Dollars)
and in same day funds, PROVIDED, HOWEVER, that no Participant shall be obligated
to pay to the Administrative Agent its Revolving Facility Percentage of such
unreimbursed amount for any wrongful payment made by such Letter of Credit
Issuer under a Letter of Credit as a result of acts or omissions constituting
willful misconduct or gross negligence on the part of such Letter of Credit
Issuer. If the Administrative Agent so notifies any Participant required to fund
a payment under a Letter of Credit prior to 11:00 A.M. (local time at its Notice
Office) on any Business Day, such Participant shall make available to the
Administrative Agent for the account of the relevant Letter of Credit Issuer
such Participant's Revolving Facility Percentage of the amount of such payment
on such Business Day in same day funds. If and to the extent such Participant
shall not have so made its Revolving Facility Percentage of the amount of such
payment available to the Administrative Agent for the account of the relevant
Letter of Credit Issuer, such Participant agrees to pay to the Administrative
Agent for the account of such Letter of Credit Issuer, forthwith on demand such
amount, together with interest thereon, for each day from such date until the
date such amount is paid to the Administrative Agent for the account of such
Letter of Credit Issuer at the Federal Funds Effective Rate. The failure of any
Participant to make available to the Administrative Agent for the account of the
relevant Letter of Credit Issuer its Revolving Facility Percentage of any
payment under any Letter of Credit shall not relieve any other Participant of
its obligation hereunder to make available to the Administrative Agent for the
account of such Letter of Credit Issuer its Revolving Facility Percentage of any
payment under any Letter of Credit on the date required, as specified above, but
no Participant shall be responsible for the failure of any other Participant to
make available to the Administrative Agent for the account of such Letter of
Credit Issuer such other Participant's Revolving Facility Percentage of any such
payment.

         (d) Whenever a Letter of Credit Issuer receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of such Letter of Credit Issuer any payments from the Participants
pursuant to section 3.4(c) above, such Letter of Credit Issuer shall pay to the
Administrative Agent and the Administrative Agent shall promptly pay to each
Participant which has paid its Revolving Facility Percentage thereof, in U.S.
dollars and in same day funds, an amount equal to such Participant's Revolving
Facility Percentage of the principal amount thereof and interest thereon
accruing after the purchase of the respective participations, as and to the
extent so received.

         (e) The obligations of the Participants to make payments to the
Administrative Agent for the account of each Letter of Credit Issuer with
respect to Letters of Credit shall be irrevocable and not subject to
counterclaim, set-off or other defense or any other qualification or exception
whatsoever and shall be made in accordance with the terms and conditions of this
Agreement under all circumstances, including, without limitation, any of the
following circumstances:

                  (i) any lack of validity or enforceability of this Agreement
         or any of the other Credit Documents;

                  (ii) the existence of any claim, set-off defense or other
         right which the Borrower (or any other Letter of Credit Obligor) may
         have at any time against a beneficiary named in a Letter of Credit, any
         transferee of any Letter of Credit (or any person for whom any such
         transferee may be acting), the Administrative Agent, any Letter of
         Credit Issuer, any Lender, or other person, whether in connection with
         this Agreement, any Letter of Credit, the transactions contemplated
         herein or any unrelated transactions (including any underlying


                                       36
<PAGE>   41

         transaction between the Borrower (or any other Letter of Credit
         Obligor) and the beneficiary named in any such Letter of Credit), other
         than any claim which the Borrower (or any other Letter of Credit
         Obligor which is the account party with respect to a Letter of Credit)
         may have against any applicable Letter of Credit Issuer for gross
         negligence or wilful misconduct of such Letter of Credit Issuer in
         making payment under any applicable Letter of Credit;

                  (iii) any draft, certificate or other document presented under
         the 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;

                  (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents: or

                  (v) the occurrence of any Default or Event of Default.

         (f) To the extent the Letter of Credit Issuer is not indemnified by the
Borrower, the Participants will reimburse and indemnify the Letter of Credit
Issuer, in proportion to their respective Revolving Facility Percentages, for
and against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, costs, expenses or disbursements of whatsoever kind
or nature which may be imposed on, asserted against or incurred by the Letter of
Credit Issuer in performing its respective duties in any way related to or
arising out of its issuance of Letters of Credit, PROVIDED that no Participants
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, costs, expenses or disbursements
resulting from the Letter of Credit Issuer's gross negligence or willful
misconduct.

         3.5. INCREASED COSTS. If after the Effective Date, the adoption of any
applicable law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Letter of Credit Issuer or any Lender with any
request or directive (whether or not having the force of law) by any such
authority, central bank or comparable agency (in each case made subsequent to
the Effective Date) shall either (i) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against Letters of
Credit issued by such Letter of Credit Issuer or such Lender's participation
therein, or (ii) shall impose on such Letter of Credit Issuer or any Lender any
other conditions affecting this Agreement, any Letter of Credit or such Lender's
participation therein; and the result of any of the foregoing is to increase the
cost to such Letter of Credit Issuer or such Lender of issuing, maintaining or
participating in any Letter of Credit, or to reduce the amount of any sum
received or receivable by such Letter of Credit Issuer or such Lender hereunder
(other than any increased cost or reduction in the amount received or receivable
resulting from the imposition of or a change in the rate of taxes or similar
charges), then, upon demand to the Borrower by such Letter of Credit Issuer or
such Lender (a copy of which notice shall be sent by such Letter of Credit
Issuer or such Lender to the Administrative Agent), the Borrower shall pay to
such Letter of Credit Issuer or such Lender such additional amount or amounts as
will compensate any such Letter of Credit Issuer or such Lender for such
increased cost or reduction. A certificate submitted to the Borrower by any
Letter of Credit Issuer or any Lender, as the case may be (a copy of which
certificate shall be sent by such Letter of Credit Issuer or such Lender to the
Administrative Agent), setting forth, in reasonable detail, the basis for the
determination of such additional amount or amounts necessary to compensate any
Letter of Credit Issuer or such Lender as aforesaid shall be conclusive and
binding on the Borrower absent manifest error, although the failure to deliver
any such certificate shall not release or diminish any of the Borrower's
obligations to pay additional amounts pursuant to this section 3.5. Reference is
hereby made to the provisions of section 2.10(d) for certain limitations upon
the rights of a Letter of Credit Issuer or Lender under this section.

         3.6. GUARANTY OF LETTER OF CREDIT OBLIGATIONS OF OTHER LETTER OF CREDIT
OBLIGORS. (a) The Borrower hereby unconditionally guarantees, for the benefit of
the Administrative Agent and the Lenders, the full and punctual payment of the
Obligations of each other Letter of Credit Obligor under each Letter of Credit
Document to which such other Letter of Credit Obligor is now or hereafter
becomes a party. Upon failure by any such other Letter of Credit Obligor to pay
punctually any such amount, the Borrower shall forthwith on demand by the
Administrative Agent pay the


                                       37
<PAGE>   42

amount not so paid at the place and in the currency and otherwise in the manner
specified in this Agreement or any applicable Letter of Credit Document.

         (b) As a separate, additional and continuing obligation, the Borrower
unconditionally and irrevocably undertakes and agrees, for the benefit of the
Administrative Agent and the Lenders, that, should any amounts not be
recoverable from the Borrower under section 3.6(a) for any reason whatsoever
(including, without limitation, by reason of any provision of any Credit
Document or any other agreement or instrument executed in connection therewith
being or becoming void, unenforceable, or otherwise invalid under any applicable
law) then, notwithstanding any notice or knowledge thereof by any Lender, the
Administrative Agent, any of their respective Affiliates, or any other person,
at any time, the Borrower as sole, original and independent obligor, upon demand
by the Administrative Agent, will make payment to the Administrative Agent, for
the account of the Lenders and the Administrative Agent, of all such obligations
not so recoverable by way of full payment therefor, in such currency and
otherwise in such manner as is provided in the Credit Documents.

         (c) The obligations of the Borrower under this section shall be
unconditional and absolute and, without limiting the generality of the foregoing
shall not be released, discharged or otherwise affected by the occurrence, one
or more times, of any of the following:

                  (i) any extension, renewal, settlement, compromise, waiver or
         release in respect to any obligation of any other Letter of Credit
         Obligor under any Letter of Credit Document, by operation of law or
         otherwise;

                  (ii) any modification or amendment of or supplement to this
         Agreement, any Note or any other Credit Document;

                  (iii) any release, non-perfection or invalidity of any direct
         or indirect security for any obligation of the Borrower under this
         Agreement, any Note or any other Credit Document or of any other Letter
         of Credit Obligor under any Letter of Credit Document;

                  (iv) any change in the corporate existence, structure or
         ownership of any other Letter of Credit Obligor or any insolvency,
         bankruptcy, reorganization or other similar proceeding affecting any
         other Letter of Credit Obligor or its assets or any resulting release
         or discharge of any obligation of any other Letter of Credit Obligor
         contained in any Letter of Credit Document;

                  (v) the existence of any claim, set-off or other rights which
         the Borrower may have at any time against any other Letter of Credit
         Obligor, the Administrative Agent, any Lender or any other person,
         whether in connection herewith or any unrelated transactions;

                  (vi) any invalidity or unenforceability relating to or against
         any other Letter of Credit Obligor for any reason of any Letter of
         Credit Document, or any provision of applicable law or regulation
         purporting to prohibit the payment by any other Letter of Credit
         Obligor of any Obligations in respect of any Letter of Credit; or

                  (vii) any other act or omission to act or delay of any kind by
         any other Letter of Credit Obligor, the Administrative Agent, any
         Lender or any other person or any other circumstance whatsoever which
         might, but for the provisions of this section, constitute a legal or
         equitable discharge of the Borrower's obligations under this section.

         (d) The Borrower's obligations under this section shall remain in full
force and effect until the Commitments shall have terminated and the principal
of and interest on the Notes and all other amounts payable by the Borrower under
the Credit Documents and by any other Letter of Credit Obligor under the Letter
of Credit Documents shall have been paid in full. If at any time any payment of
any of the Obligations of any other Letter of Credit Obligor in respect of any
Letter of Credit Documents is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of such other Letter
of Credit Obligor, the Borrower's obligations under this section with


                                       38
<PAGE>   43

respect to such payment shall be reinstated at such time as though such payment
had been due but not made at such time.

         (e) The Borrower irrevocably waives acceptance hereof, presentment,
demand, protest and any notice not provided for herein, as well as any
requirement that at any time any action be taken by any person against any other
Letter of Credit Obligor or any other person, or against any collateral or
guaranty of any other person.

         (f) Until the indefeasible payment in full of all of the Obligations
and the termination of the Commitments of the Lenders hereunder, the Borrower
shall have no rights, by operation of law or otherwise, upon making any payment
under this section to be subrogated to the rights of the payee against any other
Letter of Credit Obligor with respect to such payment or otherwise to be
reimbursed, indemnified or exonerated by any other Letter of Credit Obligor in
respect thereof.

         (g) In the event that acceleration of the time for payment of any
amount payable by any other Letter of Credit Obligor under any Letter of Credit
Document is stayed upon insolvency, bankruptcy or reorganization of such other
Letter of Credit Obligor, all such amounts otherwise subject to acceleration
under the terms of any applicable Letter of Credit Document shall nonetheless be
payable by the Borrower under this section forthwith on demand by the
Administrative Agent.

         SECTION 4. FEES; COMMITMENTS.

         4.1. FEES. (a) COMMITMENT FEES. (i) The Borrower agrees to pay to the
Administrative Agent fees ("COMMITMENT FEES") for the account of each
Non-Defaulting Lender which has a Revolving Commitment for the period from and
including the Effective Date to, but not including, the Revolving Maturity Date
or, if earlier, the date upon which the Total Revolving Commitment has been
terminated, computed for each day at a rate per annum equal to the Applicable
Commitment Fee Rate for such day on the amount of such Lender's Revolving
Facility Percentage of the Unutilized Total Revolving Commitment for such day.
Commitment Fees shall be due and payable in arrears on March 31, June 30,
September 30 and December 31 and on the Revolving Maturity Date or, if earlier,
the date upon which the Total Revolving Commitment has been terminated.

         (ii) As used herein the term "APPLICABLE COMMITMENT FEE RATE" shall
mean the particular rate per annum determined by the Administrative Agent in
accordance with the Pricing Grid Table which appears in section 2.7(g), based on
the Borrower's ratio of Consolidated Total Debt to Consolidated EBITDA, as
computed in accordance with section 9.7 hereof, and such Pricing Grid Table, and
the following provisions:

                  (A) Initially, until changed hereunder in accordance with the
         following provisions, the Applicable Commitment Fee Rate will be 50.00
         basis points per annum.

                  (B) Commencing with the fiscal quarter of the Borrower ended
         on or nearest to June 30, 2000, and continuing with each fiscal quarter
         thereafter, the Administrative Agent will determine the Applicable
         Commitment Fee Rate in accordance with the Pricing Grid Table, based on
         the Borrower's ratio of (x) Consolidated Total Debt as of the end of
         the fiscal quarter, to (y) Consolidated EBITDA for the Testing Period
         ended on the last day of the fiscal quarter, as computed in accordance
         with section 9.7 hereof, and identified in such Pricing Grid Table.
         Changes in the Applicable Commitment Fee Rate based upon changes in
         such ratio shall become effective on the first day of the month
         following the receipt by the Administrative Agent pursuant to section
         8.1(a) or (b) of the financial statements of the Borrower, accompanied
         by the certificate and calculations referred to in section 8.1(c),
         demonstrating the computation of such ratio, based upon the ratio in
         effect at the end of the applicable period covered (in whole or in
         part) by such financial statements.

                  (C) Notwithstanding the above provisions, in no event shall
         there be any reduction in the Applicable Commitment Fee Rate during the
         period of six months following the Closing Date.


                                       39
<PAGE>   44

                  (D) Notwithstanding the above provisions, during any period
         when (1) the Borrower has failed to timely deliver its consolidated
         financial statements referred to in section 8.1(a) or (b), accompanied
         by the certificate and calculations referred to in section 8.1(c), (2)
         a Default under section 10.1(a) has occurred and is continuing, or (3)
         an Event of Default has occurred and is continuing, the Applicable
         Commitment Fee Rate shall be the highest rate per annum indicated
         therefor in the Pricing Grid Table, regardless of the Borrower's ratio
         of Consolidated Total Debt to Consolidated EBITDA at such time.

                  (E) Any changes in the Applicable Commitment Fee Rate shall be
         determined by the Administrative Agent in accordance with the above
         provisions and the Administrative Agent will promptly provide notice of
         such determinations to the Borrower and the Lenders. Any such
         determination by the Administrative Agent pursuant to this section
         4.1(a)(ii) shall be conclusive and binding absent manifest error.

         (b) LETTER OF CREDIT FEES. The Borrower agrees to pay to the
Administrative Agent, for the account of each Non-Defaulting Lender which has a
Revolving Commitment, PRO RATA on the basis of its Revolving Facility
Percentage, a fee in respect of each Letter of Credit (the "LETTER OF CREDIT
FEE"),computed for each day at the rate per annum equal to the Applicable LIBOR
Margin then in effect for Revolving Loans on the Stated Amount of all Letters of
Credit outstanding on such day. Accrued Letter of Credit Fees shall be due and
payable quarterly in arrears on each March 31, June 30, September 30 and
December 31 and on the date when the Total Revolving Commitment expires or is
terminated and no Letters of Credit remain outstanding. The Borrower also agrees
to pay to the Administrative Agent, for the account of each Non-Defaulting
Lender which has a Revolving Commitment, PRO RATA on the basis of its Revolving
Facility Percentage, additional Letter of Credit Fees, on demand, at the rate of
200 basis points per annum, on the Stated Amount of each Letter of Credit, for
any period when a Default under section 10.1(a) or Event of Default is in
existence.

         (c) FACING FEES. The Borrower agrees to pay directly to each Letter of
Credit Issuer a fee in respect of each Letter of Credit issued by it (a "FACING
FEE"), computed for each day at the rate of 1/8 of 1% per annum on the Stated
Amount of such Letter of Credit issued by such Letter of Credit Issuer which is
outstanding on such day. Accrued Facing Fees shall be due and payable quarterly
in arrears on March 31, June 30, September 30 and December 31 and on the date on
which the Total Revolving Commitment expires or is terminated and no Letters of
Credit remain outstanding.

         (d) ADDITIONAL CHARGES OF LETTER OF CREDIT ISSUER. The Borrower agrees
to pay directly to each Letter of Credit Issuer upon each issuance of, drawing
under, and/or amendment, extension, renewal or transfer of, a Letter of Credit
issued by it such amount as shall at the time of such issuance, drawing,
amendment, extension, renewal or transfer be the administrative or processing
charge which such Letter of Credit Issuer is customarily charging for issuances
of, drawings under or amendments, extensions, renewals or transfers of, letters
of credit issued by it.

         (e) OTHER FEES. The Borrower shall pay to the Administrative Agent
and/or the Joint Lead Arrangers, on the Effective Date and thereafter, for its
or their own account and/or for distribution to the Lenders, such fees as have
heretofore been agreed by the Borrower in a letter among the Borrower, the
Administrative Agent and the Joint Lead Arrangers.

         (f) COMPUTATIONS OF FEES. All computations of Fees shall be made in
accordance with section 12.7(b).

         4.2. VOLUNTARY TERMINATION/REDUCTION OF COMMITMENTS. Upon at least
three Business Days' prior written notice (or telephonic notice confirmed in
writing) to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Lenders), the
Borrower shall have the right to:

                  (a) terminate the Total Commitment, PROVIDED that (i) all
         outstanding Loans are contemporaneously prepaid in accordance with
         section 5.1, and (ii) either (A) no Letters of Credit remain
         outstanding, or (B) the Borrower shall contemporaneously either (x)
         cause all outstanding Letters of Credit to be surrendered for
         cancellation (any such Letters of Credit to be replaced by letters of
         credit issued by other financial institutions acceptable to each Letter
         of Credit Issuer and the Required Revolving Lenders), or (y) the
         Borrower shall pay to the Collateral Agent an amount in cash and/or
         Cash Equivalents equal to 100% of the


                                       40
<PAGE>   45

         Letter of Credit Outstandings and the Collateral Agent shall hold such
         payment as security for the reimbursement obligations of the Borrower
         and the other Letter of Credit Obligors in respect of Letters of Credit
         pursuant to a cash collateral agreement to be entered into in form and
         substance reasonably satisfactory to the Collateral Agent, each Letter
         of Credit Issuer and the Borrower (which shall permit certain
         investments in Cash Equivalents satisfactory to the Collateral Agent,
         each Letter of Credit Issuer and the Borrower until the proceeds are
         applied to the secured obligations);

                  (b) terminate the Total Term A Commitment, PROVIDED that all
         outstanding Term A Loans are contemporaneously prepaid in accordance
         with section 5.1;

                  (c) terminate the Total Term B Commitment, PROVIDED that all
         outstanding Term B Loans are contemporaneously prepaid in accordance
         with section 5.1;

                  (d) partially and permanently reduce the Unutilized Total
         Revolving Commitment, PROVIDED that:

                           (i) any such reduction shall apply to proportionately
                  and permanently reduce the Revolving Commitment of each of the
                  Lenders;

                           (ii) any partial reduction of the Unutilized Total
                  Revolving Commitment pursuant to this section 4.2(d) shall be
                  in the amount of at least $10,000,000 (or, if greater, in
                  integral multiples of $1,000,000);

                           (iii) if at such time any Term Loans are outstanding,
                  the Unutilized Total Revolving Commitment as so reduced shall
                  be at least $25,000,000; and

                           (iv) after giving effect to any such partial
                  reduction of the Unutilized Total Revolving Commitment, (x)
                  the Total Revolving Commitment then in effect shall exceed the
                  Swing Line Revolving Commitment then in effect by at least
                  $25,000,000, and (y) the resulting Unutilized Total Revolving
                  Commitment shall exceed the outstanding Swing Line Loans, if
                  any, by at least $25,000,000;

                  (e) partially and permanently reduce the Unutilized Swing Line
         Revolving Commitment, PROVIDED that any partial reduction of the
         Unutilized Swing Line Revolving Commitment pursuant to this section
         4.2(e) shall be in the amount of at least $1,000,000 (or, if greater,
         in integral multiples of $1,000,000). and/or

                  (f) after the incurrence of Term Loans on the Closing Date,
         partially and permanently reduce the Total Term A Commitment or the
         Total Term B Commitment only by making Scheduled Repayments of Term
         Loans pursuant to section 5.2, and prepayments of Term Loans pursuant
         to sections 5.1 and 5.2.

The Borrower may not reduce the Unutilized Total Term A Commitment or the
Unutilized Total Term B Commitment, in whole or in part, prior to the Borrowing
of Term Loans on the Closing Date.

         4.3. MANDATORY ADJUSTMENTS OF COMMITMENTS, ETC. (a) The Total
Commitment (and the Commitment of each Lender) shall terminate on June 30, 2000,
UNLESS the Closing Date has occurred on or prior to such date.

         (b) The Total Term A Commitment shall terminate (and the Term A
Commitment of each Lender shall terminate) on the earlier of (x) the Term A
Maturity Date and (y) the date on which a Change of Control occurs.

         (c) The Total Term B Commitment shall terminate (and the Term B
Commitment of each Lender shall terminate) on the earlier of (x) the Term B
Maturity Date and (y) the date on which a Change of Control occurs.

         (d) The Total Revolving Commitment (and the Revolving Commitment of
each Lender) shall terminate on the earlier of (x) the Revolving Maturity Date
and (y) the date on which a Change of Control occurs.



                                       41
<PAGE>   46

         (e) The Swing Line Commitment shall terminate on the earlier of (x) the
Revolving Maturity Date and (y) the date on which a Change of Control occurs.

         (f) The Total Term A Commitment shall be permanently reduced, without
premium or penalty, at the time of each (i) voluntary prepayment of Term A Loans
pursuant to section 5.1, and (ii) Scheduled Repayment or mandatory prepayment of
Term A Loans pursuant to section 5.2, in an amount equal to the aggregate
principal amount of the Term A Loans so repaid or prepaid.

         (g) The Total Term B Commitment shall be permanently reduced, without
premium or penalty, at the time of each (i) voluntary prepayment of Term B Loans
pursuant to section 5.1, and (ii) Scheduled Repayment or mandatory prepayment of
Term B Loans pursuant to section 5.2, in an amount equal to the aggregate
principal amount of the Term B Loans so repaid or prepaid.

         (h) The Total Revolving Commitment shall be permanently reduced,
without premium or penalty, at the time that any mandatory prepayment of
Revolving Loans would be made pursuant to section 5.2(f), (g), (h) or (i) if
Revolving Loans were then outstanding in the full amount of the Total Revolving
Commitment, in an amount equal to the required prepayment of principal of
Revolving Loans which would be required to be made in such circumstance;
PROVIDED that no such reduction in the Total Revolving Commitment shall be
required as a result of any required prepayment of Revolving Loans which would
be (x) attributable to the receipt of Net Cash Proceeds representing proceeds of
business interruption insurance or insurance on inventory pursuant to section
5.2(i), or (y) required solely because of the operation of the provisions of
section 5.2(k). Any such required reduction shall apply to proportionately and
permanently reduce the Revolving Commitment of each of the affected Lenders. The
Borrower will provide at least three Business Days' prior written notice (or
telephonic notice confirmed in writing) to the Administrative Agent at its
Notice Office (which notice the Administrative Agent shall promptly transmit to
each of the Lenders), of any reduction of the Total Revolving Commitment
pursuant to this section 4.3(h), specifying the date and amount of the
reduction.

         SECTION 5. PAYMENTS.

         5.1. VOLUNTARY PREPAYMENTS. The Borrower shall have the right to prepay
any of its Loans, in whole or in part, without premium or penalty, from time to
time, but only on the following terms and conditions:

                  (a) NOTICES: the Borrower shall give the Administrative Agent
         at the Notice Office written or telephonic notice (in the case of
         telephonic notice, promptly confirmed in writing if so requested by the
         Administrative Agent) of its intent to prepay the Loans, the amount of
         such prepayment and (in the case of LIBOR Loans or Money Market Rate
         Loans) the specific Borrowing(s) pursuant to which made, which notice
         shall be received by the Administrative Agent by

                           (i) 11:00 A.M. (local time at the Notice Office)
                  three Business Days prior to the date of such prepayment, in
                  the case of any prepayment of LIBOR Loans or Money Market Rate
                  Loans, or

                           (ii) 11:00 A.M. (local time at the Notice Office) on
                  the date of such prepayment, in the case of any prepayment of
                  Prime Rate Loans,

         and which notice shall promptly be transmitted by the Administrative
         Agent to each of the affected Lenders;

                  (b) PARTIAL PREPAYMENTS OF REVOLVING BORROWING: in the case of
         prepayment of a Borrowing under the Revolving Facility, each partial
         prepayment of such Borrowing shall be in an aggregate principal of at
         least $2,500,000 or an integral multiple of $500,000 in excess thereof,
         in the case where such Borrowing consists of Prime Rate Loans, and at
         least $5,000,000 or an integral multiple of $1,000,000 in excess
         thereof, in the case where such Borrowing consists of LIBOR Loans;



                                       42
<PAGE>   47


                  (c) PARTIAL PREPAYMENT OF SWING LINE BORROWING: in the case of
         prepayment of a Borrowing under the Swing Line Facility, each partial
         prepayment of such Borrowing shall be in an aggregate principal of at
         least $100,000 or an integral multiple of $50,000 in excess thereof;

                 (d) PARTIAL PREPAYMENTS OF TERM BORROWINGS TO BE APPLIED PRO
         RATA BETWEEN TERM A BORROWINGS AND TERM B BORROWINGS, ETC.: so long as
         both Term A Loans and Term B Loans are outstanding, any partial
         prepayment of the Term Loans shall be applied among the outstanding
         Term A Loans and Term B Loans, PRO RATA in the proportion which the
         aggregate outstanding principal amount of the Term A Loans bears to the
         aggregate principal amount of the Term B Loans immediately prior to
         such application;

                 (e) PREPAYMENTS OF TERM BORROWINGS: in the case of prepayment
         of any Borrowing under the Term A Facility or the Term B Facility, (i)
         such prepayment shall be applied to reduce the Scheduled Repayments in
         respect of such Facility in inverse order of maturity, and (ii) each
         partial prepayment of any such Borrowing shall be in an aggregate
         principal of at least $5,000,000 or an integral multiple of $1,000,000
         in excess thereof, in the case of Prime Rate Loans, and at least
         $5,000,000 or an integral multiple of $1,000,000 in excess thereof, in
         the case of LIBOR Loans;

                 (f) MINIMUM UNUTILIZED TOTAL REVOLVING COMMITMENT REMAINING
         AFTER PREPAYMENT OF TERM LOANS: no prepayment of any Term Loans
         pursuant to this section 5.1 shall be made unless, after giving effect
         thereto and any Revolving Borrowings made in connection therewith, the
         Unutilized Total Revolving Commitment would be at least $25,000,000;

                  (g) MINIMUM BORROWING AMOUNT AFTER PARTIAL PREPAYMENT: no
         partial prepayment of any Loans made pursuant to a Borrowing shall
         reduce the aggregate principal amount of such Loans outstanding
         pursuant to such Borrowing to an amount less than the Minimum Borrowing
         Amount applicable thereto;

                  (h) PREPAYMENTS TO BE APPLIED PRO RATA: each prepayment in
         respect of any Loans made pursuant to a Borrowing shall be applied PRO
         RATA among such Loans; and

                 (i) BREAKAGE COMPENSATION: each prepayment of LIBOR Loans or
         Money Market Rate Loans pursuant to this section 5.1 on any date other
         than the last day of the Interest Period applicable thereto, in the
         case of LIBOR Loans, or the maturity date thereof, in the case of Money
         Market Rate Loans, shall be accompanied by any amounts payable in
         respect thereof under section 2.10.

         5.2. SCHEDULED REPAYMENTS AND MANDATORY PREPAYMENTS. The Loans shall be
subject to mandatory repayment or prepayment in accordance with the following
provisions:

                 (a) SCHEDULED REPAYMENTS OF TERM LOANS. On each of the dates
         set forth below the Borrower shall be required to, and shall, repay the
         principal amount of its Term Loans in the amount set forth opposite
         such date, except that the payment due on the Maturity Date of any Term
         Loans under a Facility shall in any event be in the amount of the
         entire remaining principal amount of the outstanding Term Loans under
         such Facility (each such repayment, as the same may be reduced by
         reason of the application of prepayments pursuant to section 5.1(d) or
         sections 5.2(e), (f), (g), (h) or (i), a "SCHEDULED REPAYMENT"):

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

              DATE                          TERM A LOANS     TERM B LOANS

================================================================================
         June 30, 2000                       $3,750,000        $500,000
--------------------------------------------------------------------------------
         September 30, 2000                  $3,750,000        $500,000
--------------------------------------------------------------------------------
         December 31, 2000                   $3,750,000        $500,000
--------------------------------------------------------------------------------



                                       43
<PAGE>   48

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

         March 31, 2001                      $3,750,000        $500,000

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

         June 30, 2001                       $5,000,000        $500,000
--------------------------------------------------------------------------------
         September 30, 2001                  $5,000,000        $500,000
--------------------------------------------------------------------------------
         December 31, 2001                   $5,000,000        $500,000
--------------------------------------------------------------------------------
         March 31, 2002                      $5,000,000        $500,000
--------------------------------------------------------------------------------
         June 30, 2002                       $7,500,000        $500,000
--------------------------------------------------------------------------------
         September 30, 2002                  $7,500,000        $500,000
--------------------------------------------------------------------------------
         December 31, 2002                   $7,500,000        $500,000
--------------------------------------------------------------------------------
         March 31, 2003                      $7,500,000        $500,000
--------------------------------------------------------------------------------
         June 30, 2003                      $10,000,000        $500,000
--------------------------------------------------------------------------------
         September 30, 2003                 $10,000,000        $500,000
--------------------------------------------------------------------------------
         December 31, 2003                  $10,000,000        $500,000
--------------------------------------------------------------------------------
         March 31, 2004                     $10,000,000        $500,000
--------------------------------------------------------------------------------
         June 30, 2004                      $11,250,000        $500,000
--------------------------------------------------------------------------------
         September 30, 2004                 $11,250,000        $500,000
--------------------------------------------------------------------------------
         December 31, 2004                  $11,250,000        $500,000
--------------------------------------------------------------------------------
         March 31, 2005                     $11,250,000        $500,000
--------------------------------------------------------------------------------
         June 30, 2005                                         $500,000
--------------------------------------------------------------------------------
         September 30, 2005                                    $500,000
--------------------------------------------------------------------------------
         December 31, 2005                                     $500,000
--------------------------------------------------------------------------------
         March 31, 2006                                        $500,000
--------------------------------------------------------------------------------
         June 30, 2006                                         $500,000
--------------------------------------------------------------------------------
         September 30, 2006                                    $500,000
--------------------------------------------------------------------------------
         December 31, 2006                                     $500,000
--------------------------------------------------------------------------------
         March 31, 2007                                    $186,500,000
================================================================================

                  (b) MANDATORY PREPAYMENT--IF OUTSTANDING REVOLVING LOANS,
         SWING LINE LOANS AND LETTER OF CREDIT OUTSTANDINGS EXCEED TOTAL
         REVOLVING COMMITMENT. If on any date (after giving effect to any other
         payments on such date) the sum of (i) the aggregate outstanding
         principal amount of Revolving Loans PLUS (ii) the aggregate outstanding
         principal amount of Swing Line Loans PLUS (iii) the aggregate amount of
         Letter of Credit Outstandings, EXCEEDS the Total Revolving Commitment
         as then in effect, THEN the Borrower shall


                                       44
<PAGE>   49

         prepay on such date that principal amount of Swing Line and, after
         Swing Line Loans have been paid in full, Revolving Loans, and after
         Revolving Loans have been paid in full, Unpaid Drawings, in an
         aggregate amount at least equal to such excess and conforming in the
         case of partial prepayments of Loans to the requirements as to the
         amounts of partial prepayments which are contained in section 5.1. If,
         after giving effect to the prepayment of Swing Line Loans, Revolving
         Loans and Unpaid Drawings, the aggregate amount of Letter of Credit
         Outstandings exceeds the Total Revolving Commitment as then in effect,
         THEN the Borrower shall pay to the Collateral Agent an amount in cash
         and/or Cash Equivalents equal to such excess and the Collateral Agent
         shall hold such payment as security for the reimbursement obligations
         of the Borrower and other Letter of Credit Obligors in respect of
         Letters of Credit pursuant to a cash collateral agreement to be entered
         into in form and substance reasonably satisfactory to the Collateral
         Agent, each Letter of Credit Issuer and the Borrower (which shall
         permit certain investments in Cash Equivalents satisfactory to the
         Collateral Agent, each Letter of Credit Issuer and the Borrower until
         the proceeds are applied to the secured obligations).

                  (c) MANDATORY PREPAYMENT--IF SWING LINE LOANS EXCEED
         UNUTILIZED TOTAL REVOLVING COMMITMENT. If on any date (after giving
         effect to any other payments on such date) the aggregate outstanding
         principal amount of Swing Line Loans exceeds the Unutilized Total
         Revolving Commitment as then in effect, the Borrower shall prepay on
         such date Swing Line Loans in an aggregate principal amount at least
         equal to such excess and conforming in the case of partial prepayments
         of Swing Line Loans to the requirements as to the amounts of partial
         prepayments which are contained in section 5.1.

                  (d) MANDATORY PREPAYMENT--IF SWING LINE LOANS EXCEED SWING
         LINE COMMITMENT. If on any date (after giving effect to any other
         payments on such date) the aggregate outstanding principal amount of
         Swing Line Loans exceeds the Swing Line Commitment as then in effect,
         the Borrower shall prepay on such date Swing Line Loans in an aggregate
         principal amount at least equal to such excess and conforming in the
         case of partial prepayments of Loans to the requirements as to the
         amounts of partial prepayments which are contained in section 5.1.

                  (e) MANDATORY PREPAYMENT--EXCESS CASH FLOW. If as of the
         fiscal year ending December 31, 2000 or the end of any subsequent
         fiscal year of the Borrower, its ratio of Consolidated Total Debt to
         Consolidated EBITDA for the Testing Period then ended, computed in
         accordance with section 9.7 hereof, exceeds 3.25 to 1.00, then within
         10 days after the date on which the Borrower delivers its audited
         financial statements to the Lenders pursuant to section 8.1(a) hereof
         with respect to such fiscal year (or, if the Borrower fails to do so as
         required by said section 8.1(a), within 10 days after the last date by
         which such audited financial statements are required to have been so
         delivered pursuant to said section 8.1(a)), the Borrower shall prepay
         the principal of the Loans in an aggregate amount (an "EXCESS CASH FLOW
         PREPAYMENT AMOUNT"), conforming to the requirements as to the amount of
         partial prepayments contained in section 5.1, at least equal to 50% of
         the amount of Excess Cash Flow for such fiscal year. Prepayments of the
         Loans pursuant to this section 5.2(e) shall be applied (i) FIRST, to
         the Term Loans, with the Excess Cash Flow Prepayment Amount being
         allocated among the Term A Loans and the Term B Loans in the same
         proportion as the then outstanding Term A Loans bear to the then
         outstanding Term B Loans, and (ii) SECOND, after no Term Loans are
         outstanding, to the Revolving Loans. The Borrower shall be entitled to
         credit against the Excess Cash Flow Prepayment Amount payable on any
         date the principal amount of Term Loans prepaid pursuant to section 5.1
         subsequent to the end of the fiscal year and on or prior to the date
         such Excess Cash Flow Prepayment Amount is payable. Prepayments of the
         Term Loans pursuant to this section 5.2(e) shall be applied to the
         Scheduled Repayments in inverse order of their maturity.

                  (f) MANDATORY PREPAYMENT--CERTAIN PROCEEDS OF ASSET SALES. If
         during any fiscal year of the Borrower, the Borrower and its
         Subsidiaries have received cumulative Cash Proceeds during such fiscal
         year from one or more Asset Sales of at least $10,000,000, not later
         than the fifth Business Day following the date of receipt of any Cash
         Proceeds in excess of such amount, an amount, conforming to the
         requirements as to the amount of partial prepayments contained in
         section 5.1, at least equal to 100% of the Net Cash Proceeds then
         received in excess of such amount from any Asset Sale, shall be applied
         as a mandatory prepayment of principal of FIRST, the outstanding Term
         Loans, with the amount of such prepayment being allocated among the
         Term A Loans and the Term B Loans in the same proportion as the then
         outstanding Term A Loans bear to the then




                                       45
<PAGE>   50

         outstanding Term B Loans, and second, after no Term Loans are
         outstanding, the outstanding Revolving Loans; PROVIDED, that if (i) no
         Default under section 10.1(a) or Event of Default shall have occurred
         and be continuing, (ii) the Borrower's ratio of Consolidated Total Debt
         to Consolidated EBITDA as of the end of the most recent Testing Period
         for which financial statements have been delivered to the Lenders
         hereunder was not in excess of 3.50 to 1.00, (iii) the Borrower and its
         Subsidiaries have scheduled Consolidated Capital Expenditures during
         the following 12 months, and (iv) the Borrower notifies the
         Administrative Agent of the amount and nature thereof and of its
         intention to reinvest all or a portion of such Net Cash Proceeds in
         such Consolidated Capital Expenditures during such 12 month period,
         THEN no such prepayment shall be required to the extent of the amount
         of such Net Cash Proceeds as to which the Borrower so indicates such
         reinvestment will take place. If at the end of any such 12 month period
         any portion of such Net Cash Proceeds has not been so reinvested, the
         Borrower will immediately make a prepayment of the principal of FIRST,
         the outstanding Term Loans, and SECOND, after no Term Loans are
         outstanding, the outstanding Revolving Loans, as provided above, in an
         amount, conforming to the requirements as to amount of partial
         prepayments contained in section 5.1, at least equal to such remaining
         amount. Prepayments of the Term Loans pursuant to this section 5.2(f)
         shall be applied to the Scheduled Repayments in inverse order of their
         maturity.

                  (g) MANDATORY PREPAYMENT--CERTAIN PROCEEDS OF EQUITY SALES.
         Not later than the Business Day following the date of the receipt by
         Borrower of the cash proceeds (net of underwriting discounts and
         commissions, placement agent fees and other customary fees and costs
         associated therewith) from any sale or issuance of equity securities by
         the Borrower after the Closing Date (other than any sale or issuance to
         management, employees (or key employees) or directors pursuant to stock
         option, stock grant or similar plans for the benefit of management,
         employees (key employees) or directors generally), the Borrower will
         prepay the principal of FIRST, the outstanding Term Loans, with the
         amount of such prepayment being allocated among the Term A Loans and
         the Term B Loans in the same proportion as the then outstanding Term A
         Loans bear to the then outstanding Term B Loans, and SECOND, after no
         Term Loans are outstanding, the outstanding Revolving Loans, in an
         aggregate amount, conforming to the requirements as to the amounts of
         partial prepayments contained in section 5.1, which is not less than
         (x) 50% of such net proceeds, or (y) if less, an amount equal to the
         then aggregate outstanding principal amount of the outstanding Loans,
         if any. Prepayments of the Term Loans pursuant to this section 5.2(g)
         shall be applied to the Scheduled Repayments in inverse order of their
         maturity.

                  (h) MANDATORY PREPAYMENT--CERTAIN PROCEEDS OF DEBT SECURITIES.
         Not later than the Business Day following the date of the receipt by
         the Borrower of the cash proceeds (net of underwriting discounts and
         commissions, placement agent fees and other customary fees and costs
         associated therewith) from any sale or issuance of debt securities by
         the Borrower after the Closing Date in an underwritten public offering,
         Rule 144A offering, or private placement with one or more institutional
         investors, the Borrower will prepay the principal of FIRST, the
         outstanding Term Loans, with the amount of such prepayment being
         allocated among the Term A Loans and the Term B Loans in the same
         proportion as the then outstanding Term A Loans bear to the then
         outstanding Term B Loans, and SECOND, after no Term Loans are
         outstanding, the outstanding Revolving Loans, in an aggregate amount,
         conforming to the requirements as to the amounts of partial prepayments
         contained in section 5.1, which is not less than (x) 100% of such net
         proceeds, or (y) if less, an amount equal to the then aggregate
         outstanding principal amount of the outstanding Loans, if any.
         Prepayments of the Term Loans pursuant to this section 5.2(h) shall be
         applied to the Scheduled Repayments in inverse order of their maturity.

                  (i) MANDATORY PREPAYMENT--CERTAIN PROCEEDS OF AN EVENT OF
         LOSS. If during any fiscal year of the Borrower, the Borrower and its
         Subsidiaries have received cumulative Net Cash Proceeds during such
         fiscal year from one or more Events of Loss of at least $10,000,000,
         not later than the fifth Business Day following the date of receipt of
         any Net Cash Proceeds in excess of such amount, an amount, conforming
         to the requirements as to the amount of partial prepayments contained
         in section 5.1, at least equal to 100% of the Net Cash Proceeds then
         received in excess of such amount from any Event of Loss, shall be
         applied as a mandatory prepayment of principal of FIRST, the
         outstanding Term Loans, with the amount of such prepayment being
         allocated among the Term A Loans and the Term B Loans in the same
         proportion as the then outstanding Term


                                       46
<PAGE>   51

         A Loans bear to the then outstanding Term B Loans, and SECOND,
         after no Term Loans are outstanding, the outstanding Revolving Loans;
         PROVIDED, that notwithstanding the foregoing, any such Net Cash
         Proceeds representing proceeds of business interruption insurance or
         insurance on inventory may instead be applied FIRST, to the principal
         of outstanding Revolving Loans, and SECOND, after no Revolving Loans
         are outstanding, to the principal of Term Loans, but otherwise in
         accordance with the above provisions. Prepayments of the Term Loans
         pursuant to this section 5.2(i) shall be applied to the Scheduled
         Repayments in inverse order of their maturity.

                  Notwithstanding the foregoing, in the event any property
         suffers an Event of Loss and (i) the Net Cash Proceeds received in any
         fiscal year as a result of such Event of Loss are more than
         $10,000,000, (ii) no Default under section 10.1(a) or Event of Default
         has occurred and is continuing, (iii) the Borrower's ratio of
         Consolidated Total Debt to Consolidated EBITDA as of the end of the
         most recent Testing Period for which financial statements have been
         delivered to the Lenders hereunder was not in excess of 3.50 to 1.00,
         and (iv) the Borrower notifies the Administrative Agent and the Lenders
         in writing that it intends to rebuild or restore the affected property,
         and that such rebuilding or restoration can be accomplished within 18
         months out of such Cash Net Proceeds and other funds available to the
         Borrower, THEN no such prepayment of the Loans shall be required if the
         Borrower immediately deposits such Net Cash Proceeds in a cash
         collateral deposit account over which the Collateral Agent shall have
         sole dominion and control, and which shall constitute part of the
         Collateral under the Security Documents and may be applied as provided
         in section 10.3 if an Event of Default occurs and is continuing. So
         long as no Default under section 10.1(a) or Event of Default has
         occurred and is continuing, the Collateral Agent is authorized to
         disburse amounts from such cash collateral deposit account to or at the
         direction of the Borrower for application to the costs of rebuilding or
         restoration of the affected property. Any amounts not so applied to the
         costs of rebuilding or restoration or as provided in section 10.3 shall
         be applied to the prepayment of the Loans as provided above.

                  (j) MANDATORY PREPAYMENT--CHANGE OF CONTROL. On the date of
         which a Change of Control occurs, notwithstanding anything to the
         contrary contained in this Agreement, no further Borrowings shall be
         made and the then outstanding principal amount of all Loans, if any,
         and other Obligations, shall become due and payable and shall be
         prepaid in full, together with accrued interest and Fees (and in the
         case of any such required prepayment of Term B Loans, any premium which
         would then be payable if such prepayment had instead been made pursuant
         to section 5.1) and the Borrower shall contemporaneously either (i)
         cause all outstanding Letters of Credit to be surrendered for
         cancellation (any such Letters of Credit to be replaced by letters of
         credit issued by other financial institutions acceptable to the
         Required Revolving Lenders), or (ii) the Borrower shall pay to the
         Collateral Agent an amount in cash and/or Cash Equivalents equal to
         100% of the Letter of Credit Outstandings and the Administrative Agent
         shall hold such payment as security for the reimbursement obligations
         of the Borrower and the other Letter of Credit Obligors in respect of
         Letters of Credit pursuant to a cash collateral agreement to be entered
         into in form and substance reasonably satisfactory to the Collateral
         Agent, each Letter of Credit Issuer and the Borrower (which shall
         permit certain investments in Cash Equivalents satisfactory to the
         Collateral Agent, each Letter of Credit Issuer and the Borrower until
         the proceeds are applied to the secured obligations).

                  (k) RIGHT OF TERM B LENDERS TO FOREGO CERTAIN MANDATORY
         PREPAYMENTS. Unless at such time (after giving effect to any other
         contemporaneous payments) there are no Term A Loans outstanding, each
         Term B Lender shall have the right to forego the application to its
         Term B Loans of any mandatory prepayment of its Term B Loans required
         to be made pursuant to section 5.2(e), (f), (g), (h) or (i) hereof (any
         such proposed mandatory prepayment, a "PROPOSED REJECTABLE
         PREPAYMENT"), in accordance with the following provisions:

                           (i) The Administrative Agent shall, on or prior to
                  3:00 P. M. (local time at the Notice Office) on the date it
                  receives immediately available funds from the Borrower in
                  respect of a prepayment of Loans which is in whole or in part
                  a Proposed Rejectable Prepayment, give each Term B Lender
                  written or telephonic notice of (A) the amount of such
                  prepayment and the particular provision of this Agreement
                  pursuant to which such prepayment is intended to be made, (B)
                  the portion thereof proposed to be applied to the Term B Loans
                  of such Term B Lender, and (C) such Term B Lender's right to
                  forego the application to its Term B Loans of such portion of
                  such prepayment,


                                       47
<PAGE>   52

                  which notice shall request such Term B Lender to confirm to
                  the Administrative Agent whether or not it wishes to forego
                  such application to its Term B Loans.

                           (ii) If any Term B Lender so indicates its desire to
                  forego such application to the prepayment of its Term B Loans
                  by giving the Administrative Agent written or telephonic
                  notice to such effect by 5:00 P. M. (local time at the Notice
                  Office) on the date such Term B Lender receives such written
                  or telephonic notice from the Administrative Agent, the amount
                  of the applicable prepayment which otherwise would have been
                  applied to its Term B Loans shall, notwithstanding anything to
                  the contrary contained in this section 5.2, be applied instead
                  to the prepayment of Term A Loans, and after no Term A Loans
                  are outstanding, to the prepayment of the Revolving Loans, all
                  such prepayments to be made in accordance with any other
                  applicable provisions of this section 5.2.

                           (iii) The Administrative Agent may act without
                  liability upon the basis of any such telephonic notice or
                  written notice believed by the Administrative Agent in good
                  faith to be from an authorized representative of a Term B
                  Lender. In the case of each such telephonic notice, the
                  Administrative Agent's record of the terms of such telephonic
                  notice shall be conclusive absent manifest error.

                           (iv) Any Term B Lender which does not respond to the
                  Administrative Agent within the time period specified above to
                  a notice from the Administrative Agent requesting it to
                  confirm whether or not it wishes to exercise its right to
                  forego the application of its portion of such prepayment to
                  its Term B Loans pursuant to this section 5.2(k) shall be
                  deemed to have waived such right to forego such application.

                           (v) Notwithstanding anything to the contrary
                  contained in this Agreement, the Administrative Agent may
                  defer, until the next Business Day, the distribution to the
                  Lenders of any portion of any prepayment of Loans received by
                  the Administrative Agent pursuant to section 5.2(e), (f), (g),
                  (h) or (i), as applicable, as to which the Administrative
                  Agent is determining whether or not the Term B Lenders wish to
                  exercise their rights under this section 5.2(k).

                 (l) PARTICULAR LOANS TO BE PREPAID. With respect to each
         repayment or prepayment of Loans required by this section 5.2, the
         Borrower shall designate the Types of Loans which are to be repaid or
         prepaid and the specific Borrowing(s) pursuant to which such repayment
         or prepayment is to be made, provided that (i) the Borrower shall first
         so designate all Loans that are Prime Rate Loans and LIBOR Loans with
         Interest Periods ending on the date of repayment or prepayment prior to
         designating any other LIBOR Loans for repayment or prepayment, (ii) if
         the outstanding principal amount of LIBOR Loans made pursuant to a
         Borrowing is reduced below the applicable Minimum Borrowing Amount as a
         result of any such repayment or prepayment, then all the Loans
         outstanding pursuant to such Borrowing shall be Converted into Prime
         Rate Loans, and (iii) each repayment and prepayment of any Loans made
         pursuant to a Borrowing shall be applied PRO RATA among such Loans. In
         the absence of a designation by the Borrower as described in the
         preceding sentence, the Administrative Agent shall, subject to the
         above, make such designation in its sole discretion with a view, but no
         obligation, to minimize breakage costs owing under section 2.10. Any
         repayment or prepayment of LIBOR Loans or Money Market Loans pursuant
         to this section 5.2 shall in all events be accompanied by such
         compensation as is required by section 2.10.

         5.3. METHOD AND PLACE OF PAYMENT. (a) Except as otherwise specifically
provided herein, all payments under this Agreement shall be made to the
Administrative Agent for the ratable (based on its PRO RATA share) account of
the Lenders entitled thereto, not later than 12:00 noon (local time at the
Payment Office) on the date when due and shall be made at the Payment Office in
immediately available funds and in lawful money of the United States of America,
it being understood that written notice by the Borrower to the Administrative
Agent to make a payment from the funds in the Borrower's account at the Payment
Office shall constitute the making of such payment to the extent of such funds
held in such account. Any payments under this Agreement which are made later
than 12:00 noon (local time at the Payment Office) shall 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



                                       48
<PAGE>   53

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.

         (b) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, Unpaid Drawings,
interest and Fees then due hereunder and an Event of Default is not then in
existence, such funds shall be applied (i) FIRST, towards payment of interest
and Fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and Fees then due to such parties, and
(ii) SECOND, towards payment of principal and Unpaid Drawings then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and Unpaid Drawings then due to such parties.

         5.4. NET PAYMENTS. (a) All payments made by the Borrower hereunder,
under any Note or any other Credit Document, will be made without setoff,
counterclaim or other defense. Except as provided for in section 5.4(b), all
such payments will be made free and clear of, and without deduction or
withholding for, any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any
jurisdiction or by any political subdivision or taxing authority thereof or
therein with respect to such payments (but excluding, except as provided in the
second succeeding sentence, any tax, imposed on or measured by the net income or
net profits of a Lender pursuant to the laws of the jurisdiction under which
such Lender is organized or the jurisdiction in which the principal office or
Applicable Lending Office of such Lender is located or any subdivision thereof
or therein) and all interest, penalties or similar liabilities with respect to
such non excluded taxes, levies imposts, duties, fees, assessments or other
charges (all such nonexcluded taxes levies, imposts, duties, fees assessments or
other charges being referred to collectively as "TAXES"). If any Taxes are so
levied or imposed, the Borrower agrees to pay the full amount of such Taxes and
such additional amounts as may be necessary so that every payment by it of all
amounts due hereunder, under any Note or under any other Credit Document, after
withholding or deduction for or on account of any Taxes will not be less than
the amount provided for herein or in such Note or in such other Credit Document.
If any amounts are payable in respect of Taxes pursuant to the preceding
sentence, the Borrower agrees to reimburse each Lender, upon the written request
of such Lender for taxes imposed on or measured by the net income or profits of
such Lender pursuant to the laws of the jurisdiction in which such Lender is
organized or in which the principal office or Applicable Lending Office of such
Lender is located or under the laws of any political subdivision or taxing
authority of any such jurisdiction in which the principal office or Applicable
Lending Office of such Lender is located and for any withholding of income or
similar taxes imposed by the United States of America as such Lender shall
determine are payable by, or withheld from, such Lender in respect of such
amounts so paid to or on behalf of such Lender pursuant to the preceding
sentence and in respect of any amounts paid to or on behalf of such Lender
pursuant to this sentence, which request shall be accompanied by a statement
from such Lender setting forth, in reasonable detail, the computations used in
determining such amounts. The Borrower will furnish to the Administrative Agent
within 45 days after the date the payment of any Taxes, or any withholding or
deduction on account thereof, is due pursuant to applicable law certified copies
of tax receipts, or other evidence satisfactory to the Lender, evidencing such
payment by the Borrower. The Borrower will indemnify and hold harmless the
Administrative Agent and each Lender, and reimburse the Administrative Agent or
such Lender upon its written request, for the amount of any Taxes so levied or
imposed and paid or withheld by such Lender.

         (b) Each Lender that is not a United States person (as such term is
defined in section 7701(a)(30) of the Code) for Federal income tax purposes
agrees to provide to the Borrower and the Administrative Agent on or prior to
the Effective Date, or in the cases of a Lender that is an assignee or
transferee of an interest under this Agreement pursuant to section 12.4 (unless
the respective Lender was already a Lender hereunder immediately prior to such
assignment or transfer and such Lender is in compliance with the provisions of
this section 5.4(b)), on the date of such assignment or transfer to such Lender,
(i) two accurate and complete original signed copies of Internal Revenue Service
Form W-8BEN, 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, any Note or any other
Credit Document, or (ii) if the Lender is not a "bank" within the meaning of
section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form W-8BEN, 1001 or 4224 pursuant to clause (i) above, (x) a
certificate substantially in the form of Exhibit F (any such certificate, a
"SECTION 5.4(b)(ii) CERTIFICATE") and (y) two accurate and complete original
signed copies of Internal Revenue Service Form W-8 (or successor form)
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, any Note or any other Credit Document. In addition, each Lender
agrees that from time to time after the


                                       49
<PAGE>   54

Effective 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 the Borrower and the Administrative Agent two new accurate and
complete original signed copies of Internal Revenue Service Form W-8BEN, 4224 or
1001, and a Section 5.4(b)(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, any Note or any
other Credit Document, or it shall immediately notify the Borrower and the
Administrative Agent of its inability to deliver any such Form or Certificate,
in which case such Lender shall not be required to deliver any such Form or
Certificate pursuant to this section 5.4(b). Notwithstanding anything to the
contrary contained in section 5.4(a), but subject to section 12.4(c) and the
immediately succeeding sentence, (x) the Borrower shall be entitled, to the
extent it is required to do so by law, to deduct or withhold income or other
similar taxes imposed by the United States (or any political subdivision or
taxing authority thereof or therein) from interest, 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 and which has not provided to the Borrower
such forms that establish a complete exemption from such deduction or
withholding and (y) the Borrower shall not be obligated pursuant to section
5.4(a) hereof to gross-up payments to be made to a Lender in respect of income
or similar taxes imposed by the United States or any additional amounts with
respect thereto (I) if such Lender has not provided to the Borrower the Internal
Revenue Service forms required to be provided to the Borrower pursuant to this
section 5.4(b) or (II) in the case of a payment other than interest, to a Lender
described in clause (ii) above, to the extent that such 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
5.4 and except as specifically provided for in section 12.4(c), the Borrower
agrees to pay additional amounts and indemnify each Lender in the manner set
forth in section 5.4(a) (without regard to the identity of the jurisdiction
requiring the deduction or withholding) in respect of any Taxes deducted or
withheld by it as described in the previous sentence as a result of any changes
after the Effective 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.

         (c) If any Lender, in its sole opinion, determines that it has finally
and irrevocably received or been granted a refund in respect of any Taxes paid
as to which indemnification has been paid by the Borrower pursuant to this
section, it shall promptly remit such refund (including any interest received in
respect thereof), net of all out-of-pocket costs and expenses; PROVIDED, that
the Borrower agrees to promptly return any such refund (plus interest) to such
Lender in the event such Lender is required to repay such refund to the relevant
taxing authority. Any such Lender shall provide the Borrower with a copy of any
notice of assessment from the relevant taxing authority (redacting any unrelated
confidential information contained therein) requiring repayment of such refund.
Nothing contained herein shall impose an obligation on any Lender to apply for
any such refund.

         (d) Reference is hereby made to the provisions of section 2.9(d) for
certain limitations upon the rights of a Lender under this section.

         SECTION 6.    CONDITIONS PRECEDENT.

         6.1. CONDITIONS PRECEDENT AT CLOSING DATE. The obligation of the
Lenders to make Loans, and of any Letter of Credit Issuer to issue Letters of
Credit, is subject to the satisfaction of each of the following conditions on
the Closing Date:

                 (a) EFFECTIVENESS; NOTES. On or prior to the Closing Date, (i)
         the Effective Date shall have occurred and (ii) there shall have been
         delivered to the Administrative Agent for the account of each Lender
         each appropriate Note executed by the Borrower, in each case, in the
         amount, maturity and as otherwise provided herein.

                 (b) FEES, ETC. The Borrower shall have paid or caused to be
         paid all fees required to be paid by it on or prior to such date
         pursuant to section 4.1 hereof and all reasonable fees and expenses of
         the Joint Lead Arrangers and the Administrative Agent and of special
         counsel to the Administrative Agent which have been


                                       50
<PAGE>   55

         invoiced on or prior to such date in connection with the preparation,
         execution and delivery of this Agreement and the other Credit Documents
         and the consummation of the transactions contemplated hereby and
         thereby.

                 (c) OTHER CREDIT DOCUMENTS. The Credit Parties named therein
         shall have duly executed and delivered and there shall be in full force
         and effect, and original counterparts shall have been delivered to the
         Administrative Agent, in sufficient quantities for the Lenders, of, (i)
         the Subsidiary Guaranty (as modified, amended or supplemented from time
         to time in accordance with the terms thereof and hereof, the
         "SUBSIDIARY GUARANTY"), substantially in the form attached hereto as
         Exhibit C-1, (ii) the Security Agreement (as modified, amended or
         supplemented from time to time in accordance with the terms thereof and
         hereof, the "SECURITY AGREEMENT"), substantially in the form attached
         hereto as Exhibit C-2; (iii) each Collateral Assignment of Patents and
         Security Agreement (as modified, amended or supplemented from time to
         time in accordance with the terms thereof and hereof, a "COLLATERAL
         ASSIGNMENT OF PATENTS"), substantially in the form attached hereto as
         Exhibit C-3; (iv) each Collateral Assignment of Trademarks and Security
         Agreement (as modified, amended or supplemented from time to time in
         accordance with the terms thereof and hereof, a "COLLATERAL ASSIGNMENT
         OF TRADEMARKS"), substantially in the form attached hereto as Exhibit
         C-4; and (v) the Pledge Agreement (as modified, amended or supplemented
         from time to time in accordance with the terms thereof and hereof, the
         "Pledge Agreement"), substantially in the form attached hereto as
         Exhibit C-5.

                 (d) CHARTER AND BY-LAWS, GOOD STANDING OF THE BORROWER. The
         Administrative Agent shall have received, in sufficient quantity for
         the Administrative Agent and the Lenders, (i) a copy of the certificate
         or articles of incorporation of the Borrower, including any amendments
         or restatements thereof, certified as of a recent date by the Secretary
         of State or other governmental official of the jurisdiction of its
         formation, (ii) a copy of the By-Laws of the Borrower, certified as
         true, correct and in full force and effect by the Secretary or an
         Assistant Secretary of the Borrower; and (iii) a copy of a certificate
         of good standing for the Borrower, issued as of a recent date by the
         Secretary of State or other governmental official of the jurisdiction
         of its formation.

                 (e) CORPORATE RESOLUTIONS AND APPROVALS. The Administrative
         Agent shall have received, in sufficient quantity for the
         Administrative Agent and the Lenders, certified copies of the
         resolutions of the Board of Directors of the Borrower and each other
         Credit Party, approving the Credit Documents to which the Borrower or
         any such other Credit Party, as the case may be, is or may become a
         party, and of all documents evidencing other necessary corporate action
         and governmental approvals, if any, with respect to the execution,
         delivery and performance by the Borrower or any such other Credit Party
         of the Credit Documents to which it is or may become a party.

                 (f) INCUMBENCY CERTIFICATES. The Administrative Agent shall
         have received, in sufficient quantity for the Administrative Agent and
         the Lenders, a certificate of the Secretary or an Assistant Secretary
         of the Borrower and of each other Credit Party, certifying the names
         and true signatures of the officers of the Borrower or such other
         Credit Party, as the case may be, authorized to sign the Credit
         Documents to which the Borrower or such other Credit Party is a party
         and any other documents to which the Borrower or any such other Credit
         Party is a party which may be executed and delivered in connection
         herewith.

                 (g) OPINION OF COUNSEL. On the Closing Date, the Administrative
         Agent shall have received an opinion, addressed to the Administrative
         Agent and each of the Lenders and dated the Closing Date, from Squire,
         Sanders & Dempsey LLP, special counsel to the Borrower, substantially
         in the form of Exhibit F hereto and covering such other matters
         incident to the transactions contemplated hereby as the Joint Lead
         Arrangers may reasonably request, such opinion to be in form and
         substance satisfactory to the Joint Lead Arrangers.

                 (h) RETIREMENT OF CERTAIN EXISTING DEBT. Contemporaneously with
         the Closing Date, the Borrower shall have (i) terminated the
         commitments of the lenders under its Credit Agreement, dated as of
         January 30, 1998, as amended, prepaid any borrowings thereunder, and if
         required in connection with such termination, made effective provision
         for any outstanding letters of credit issued thereunder to either (x)
         become Existing Letters of Credit deemed issued hereunder, or (y) be
         replaced or supported by new Letters of Credit issued hereunder; (ii)
         prepaid its $60,000,000 aggregate original principal amount of Senior
         Notes in full; and


                                       51
<PAGE>   56

         (iii) prepaid any other Indebtedness for borrowed money or represented
         by bonds, notes or debentures, which is not identified on Annex III as
         Existing Indebtedness intended to remain outstanding following the
         Closing Date.

                 (i) RECORDATION OF SECURITY DOCUMENTS, DELIVERY OF COLLATERAL,
         TAXES, ETC. The Security Documents (or proper notices or financing
         statements in respect thereof) shall have been duly recorded, published
         and filed in such manner and in such places as is required by law to
         establish, perfect, preserve and protect the rights and security
         interests of the parties thereto and their respective successors and
         assigns, all collateral items required to be physically delivered to
         the Collateral Agent thereunder shall have been so delivered,
         accompanied by any appropriate instruments of transfer, and all taxes,
         fees and other charges then due and payable in connection with the
         execution, delivery, recording, publishing and filing of such
         instruments and the issue and delivery of the Notes shall have been
         paid in full.

                 (j) EVIDENCE OF INSURANCE. The Collateral Agent shall have
         received certificates of insurance and other evidence, satisfactory to
         it, of compliance with the insurance requirements of this Agreement and
         the Security Documents.

                 (k) SEARCH REPORTS. The Administrative Agent shall have
         received completed requests for information on Form UCC-11, or search
         reports from one or more commercial search firms acceptable to the
         Administrative Agent, listing all of the effective financing statements
         filed against any Credit Party which is a party to any Security
         Document in any jurisdiction in which such Credit Party maintains an
         office or in which any Collateral of such Credit Party is located,
         together with copies of such financing statements.

                 (l) TARGET ACQUISITION. Contemporaneously with the Closing
         Date, the Borrower shall have completed the acquisition of the Target,
         as contemplated by the Target Acquisition Documents, and prepaid or
         caused to be prepaid any and all indebtedness for borrowed money which
         is secured by any of the assets acquired in the Target Acquisition,
         which completion may be effected pursuant to an informal escrow
         arrangement extending not more than two Business Days and conditioned
         only on international funds transfer from a Borrowing hereunder and
         release of signed instruments transferring ownership of the Target to
         the Borrower. There shall have been no material change in or
         modification or waiver of any of the terms, conditions or provisions of
         any of the Target Acquisition Documents, and there shall have been no
         material matters disclosed in any supplemental disclosure materials
         relating to any of the Target Acquisition Documents, which shall have
         been made, become effective or been furnished, subsequent to the date
         the Target Acquisition Documents were furnished to the Administrative
         Agent and the Lenders pursuant to section 7.21 hereof, which is not
         acceptable to the Joint Lead Arrangers, in their sole discretion. Each
         of the conditions precedent to the obligations of the Borrower to
         consummate the Target Acquisition which is contained in any of the
         Target Acquisition Documents shall have been fulfilled (without any
         material waiver thereto not acceptable to the Joint Lead Arrangers as
         provided above) to the satisfaction of the Joint Lead Arrangers.
         Without limiting the generality of the foregoing, the aggregate
         purchase price consideration payable by the Borrower for the Target
         Acquisition shall not exceed $185,000,000 (or its equivalent in any
         other applicable currency), subject to adjustment as provided in
         section 4.2 and other applicable provisions of the Target Purchase
         Agreement, and the Target Acquisition shall have been consummated in
         compliance with the terms of the Target Acquisition Documents and all
         applicable laws, and all material governmental and third party
         approvals in connection with the Target Acquisition contemplated by the
         Target Acquisition Documents and otherwise referred to herein or
         therein shall have been obtained and remain in effect, and all
         applicable waiting periods under applicable antitrust or competition
         merger notification laws, and the regulations thereunder, and under any
         other applicable laws or regulations, shall have expired without any
         action being taken by any competent authority (including any court
         having jurisdiction) which restrains or prevents such transactions or
         imposes, in the judgment of the Required Lenders, materially adverse
         conditions upon the consummation of the Target Acquisition or the
         continued operation of the Borrower's businesses or the business to be
         acquired by the Borrower in the Target Acquisition. Each of the
         Administrative Agent and the Lenders shall be satisfied, in its sole
         discretion, with (i) such "due diligence" review as it shall undertake
         with regard to the properties, business, operations and prospects of
         the business to be acquired, and the liabilities to be assumed (or to
         which the Borrower and its Subsidiaries will be subject), in the Target
         Acquisition, the projected cost savings which the


                                       52
<PAGE>   57

         Borrower estimates it can realistically achieve for the acquired
         business, and Y2K computer compliance matters associated with the
         assimilation and operation of the acquired business, (ii) the terms of
         the Target Acquisition Documents, (iii) all disclosure documentation
         referred to in the Target Acquisition Documents, and (iv) any and all
         environmental studies and other reports and evaluations which the
         Borrower shall have obtained in connection with the Target Acquisition
         and provided to the Administrative Agent and the Lenders.

                  (m) NO MATERIAL ADVERSE EFFECT. Since December 31, 1999, in
        the sole judgment of the Joint Lead Arrangers, there has been no change
        in

                           (i) the assets, properties, condition, business,
                  prospects or affairs of the Borrower and its Subsidiaries
                  taken as a whole, or their properties and assets considered as
                  an entirety,

                           (ii) the assets, properties, condition, business,
                  prospects or affairs of the Target and its Subsidiaries taken
                  as a whole, or their properties and assets considered as an
                  entirety, or

                           (iii) without limitation of the preceding clause, the
                  assets and business to be acquired in the Target Acquisition,

         except in any such case for changes solely in the ordinary course of
         business, none of which, individually or in the aggregate, has had or
         could reasonably be expected to have, a Material Adverse Effect.

                 (n) NO MATERIAL ADVERSE CHANGE IN LOAN SYNDICATION OR CAPITAL
         MARKETS. There shall not have occurred a material disruption or
         material adverse change in financial, banking, loan syndication or
         capital market conditions generally or in the market for new issuance
         of high yield securities or syndicated leveraged loans which, in the
         sole respective judgment of the Joint Lead Arrangers, could be expected
         to materially adversely affect the syndication of portions or all of
         the Facilities to additional Lenders.

                 (o) BORROWER'S CLOSING CERTIFICATE. On the Closing Date the
         Administrative Agent shall have received a certificate, dated the
         Closing Date, of a responsible financial or accounting officer of the
         Borrower to the effect that, at and as of the Closing Date and both
         before and after giving effect to the initial Borrowings hereunder and
         the application of the proceeds thereof, (x) the Borrower is in
         compliance with all of the covenants contained in sections 8 and 9 of
         this Agreement, (y) no Default or Event of Default has occurred or is
         continuing, and (z) all representations and warranties of the Credit
         Parties contained herein or in the other Credit Documents are true and
         correct in all material respects with the same effect as though such
         representations and warranties had been made on and as of the Closing
         Date, except that as to any such representations and warranties which
         expressly relate to an earlier specified date, such representations and
         warranties are only represented as having been true and correct in all
         material respects as of the date when made.

                  (p) SOLVENCY CERTIFICATE. The Administrative Agent shall have
         received, in sufficient quantities for the Lenders, a duly executed
         solvency certificate substantially in the form attached hereto as
         Exhibit D-2, and such certificate shall be satisfactory in form and
         substance to each of the Lenders.

                  (q) UNUSED AVAILABILITY. After giving effect to the Target
         Acquisition and the use of the proceeds of the initial Borrowings
         hereunder, the Unutilized Total Revolving Commitment shall be at least
         $70,000,000.

                  (r) PROCEEDINGS AND DOCUMENTS. All corporate and other
         proceedings and all documents incidental to the transactions
         contemplated hereby shall be satisfactory in substance and form to the
         Administrative Agent and the Lenders and the Administrative Agent and
         its special counsel and the Lenders shall have received all such
         counterpart originals or certified or other copies of such documents as
         the Administrative Agent or its special counsel or any Lender may
         reasonably request.


                                       53
<PAGE>   58

         6.2. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS. The obligations of the
Lenders to make each Loan and/or of a Letter of Credit Issuer to issue each
Letter of Credit is subject, at the time thereof, to the satisfaction of the
following conditions:

                 (a) NOTICE OF BORROWING, ETC. The Administrative Agent shall
         have received a Notice of Borrowing meeting the requirements of section
         2.3 with respect to the incurrence of Loans or a Letter of Credit
         Request meeting the requirement of section 3.2 with respect to the
         issuance of a Letter of Credit.

                 (b) NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time of
         each Credit Event and also after giving effect thereto, (i) there shall
         exist no Default or Event of Default and (ii) all representations and
         warranties of the Credit Parties contained herein or in the other
         Credit Documents shall be true and correct in all material respects
         with the same effect as though such representations and warranties had
         been made on and as of the date of such Credit Event, except to the
         extent that such representations and warranties expressly relate to an
         earlier specified date, in which case such representations and
         warranties shall have been true and correct in all material respects as
         of the date when made.

The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by the Borrower to each of the Lenders that all of
the applicable conditions specified in section 6.1 and/or 6.2, as the case may
be, have been satisfied as of the times referred to in sections 6.1 and 6.2. All
of the certificates, legal opinions and other documents and papers referred to
in this section 6, unless otherwise specified, shall be delivered to the
Administrative Agent for the account of each of the Administrative Agent and the
Lenders and, except for the Notes, in sufficient counterparts for the
Administrative Agent and the Lenders, and the Administrative Agent will promptly
distribute to the Lenders their respective Notes and the copies of such other
certificates, legal opinions and documents.

         SECTION 7.    REPRESENTATIONS AND WARRANTIES.

         In order to induce the Lenders to enter into this Agreement and to make
the Loans, and/or to issue and/or to participate in the Letters of Credit
provided for herein, the Borrower makes the following representations and
warranties to, and agreements with, the Lenders, all of which shall survive the
execution and delivery of this Agreement and each Credit Event:

         7.1. CORPORATE STATUS, ETC. Each of the Borrower and its Subsidiaries
(i) is a duly organized or formed and validly existing corporation, partnership
or limited liability company, as the case may be, in good standing under the
laws of the jurisdiction of its formation and has the corporate, partnership or
limited liability company power and authority, as applicable, to own its
property and assets and to transact the business in which it is engaged and
presently proposes to engage, and (ii) has duly qualified and is authorized to
do business in all jurisdictions where it is required to be so qualified except
where the failure to be so qualified would not have a Material Adverse Effect.

         7.2. SUBSIDIARIES. Annex II hereto lists, as of the date hereof, each
Subsidiary of the Borrower (and the direct and indirect ownership interest of
the Borrower therein).

         7.3. CORPORATE POWER AND AUTHORITY, ETC. Each Credit Party has the
corporate or other organizational power and authority to execute, deliver and
carry out the terms and provisions of the Credit Documents to which it is party
and has taken all necessary corporate or other organizational action to
authorize the execution, delivery and performance of the Credit Documents and
the Target Acquisition Documents to which it is party. Each Credit Party has
duly executed and delivered each Credit Document and Target Acquisition Document
to which it is party and each Credit Document and Target Acquisition Document to
which it is party constitutes the legal, valid and binding agreement or
obligation of such Credit Party enforceable in accordance with its terms, except
to the extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
generally affecting creditors' rights and by equitable principles (regardless of
whether enforcement is sought in equity or at law).

         7.4. NO VIOLATION. Neither the execution, delivery and performance by
any Credit Party of the Credit Documents or Target Acquisition Documents to
which it is party nor compliance with the terms and provisions thereof


                                       54
<PAGE>   59

(i) will contravene any provision of any law, statute, rule, regulation, order,
writ, injunction or decree of any court or governmental instrumentality
applicable to such Credit Party or its properties and assets, (ii) will conflict
with or result in any breach of, 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 (other than the
Liens created pursuant to the Security Documents) upon any of the property or
assets of such Credit Party pursuant to the terms of any promissory note, bond,
debenture, indenture, mortgage, deed of trust, credit or loan agreement, or any
other material agreement or other instrument, to which such Credit Party is a
party or by which it or any of its property or assets are bound or to which it
may be subject, or (iii) will violate any provision of the certificate or
articles of incorporation, code of regulations or by-laws, or other charter
documents of such Credit Party.

         7.5. GOVERNMENTAL APPROVALS. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any foreign or domestic governmental or public body or authority,
or any subdivision thereof, is required to authorize or is required as a
condition to (i) the execution, delivery and performance by any Credit Party of
any Credit Document or Target Acquisition Document to which it is a party, or
(ii) the legality, validity, binding effect or enforceability of any Credit
Document to which any Credit Party is a party, except for (x) the filing and
recording of financing statements and other documents necessary in order to
perfect the Liens created by the Security Documents, (y) the filing of required
information under and the expiration of any applicable waiting periods provided
under any applicable pre-merger antitrust or similar laws or regulations, and
(z) the obtaining of any required material governmental approvals from Finland
or other applicable countries in which the Target operates. All such approvals
referred to in the preceding clause (z) will, at and as of the Closing Date,
have been duly obtained and be in full force and effect.

         7.6. LITIGATION. There are no actions, suits or proceedings pending or,
to, the knowledge of the Borrower, threatened with respect to the Borrower or
any of its Subsidiaries (i) that have, or could reasonably be expected to have,
a Material Adverse Effect, or (ii) which question the validity or enforceability
of any of the Credit Documents, or of any action to be taken by the Borrower or
any of the other Credit Parties pursuant to any of the Credit Documents.

         7.7. USE OF PROCEEDS; MARGIN REGULATIONS. (a) The proceeds of all the
Borrowings under the Term A Facility or the Term B Facility made hereunder on
the Closing Date shall be utilized to (i) retire the other Indebtedness referred
to in section 6.1(h), (ii) pay the purchase price under the Target Purchase
Agreement, (iii) pay fees and expenses incurred in connection with the foregoing
and the transactions contemplated by the Credit Documents, (iv) support working
capital needs, and (v) otherwise be utilized for lawful purposes not
inconsistent with the requirements of this Agreement. Any additional proceeds of
such Borrowings and all proceeds of all other Loans and Credit Events shall be
utilized to retire the other Indebtedness referred to in section 6.1(h), to
support working capital needs, and otherwise be utilized for lawful purposes not
inconsistent with the requirements of this Agreement.

         (b) No part of the proceeds of any Credit Event will be used directly
or indirectly to purchase or carry Margin Stock, or to extend credit to others
for the purpose of purchasing or carrying any Margin Stock, in violation of any
of the provisions of Regulation T, U or X of the Board of Governors of the
Federal Reserve System. The Borrower is not engaged in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock. At no time
would more than 25% of the value of the assets of the Borrower or of the
Borrower and its consolidated Subsidiaries that are subject to any "arrangement"
(as such term is used in section 221.2(g) of such Regulation U) hereunder be
represented by Margin Stock.

         7.8. FINANCIAL STATEMENTS, ETC. (a) The Borrower has furnished to the
Lenders and the Administrative Agent complete and correct copies of the audited
consolidated balance sheets of the Borrower and its consolidated subsidiaries as
of December 31, 1999 and December 31, 1998 and the related audited consolidated
statements of income, shareholders' equity, and cash flows of the Borrower and
its consolidated subsidiaries for the fiscal years then ended, accompanied by
the report thereon of its independent public accountants. All such financial
statements have been prepared in accordance with GAAP, consistently applied
(except as stated therein), and fairly present the financial position of the
Borrower and its consolidated subsidiaries as of the respective dates indicated
and the consolidated results of their operations and cash flows for the
respective periods indicated. The Borrower and its Subsidiaries did not have, as
of the date of the latest financial statements referred to above, and will not
have as of the Closing Date after giving effect to the consummation of the
Target Acquisition and the incurrence of Loans hereunder, any material or


                                       55
<PAGE>   60

significant contingent liability or liability for taxes, long-term lease or
unusual forward or long-term commitment that is not reflected in the foregoing
financial statements or the notes thereto in accordance with GAAP and which in
any such case is material in relation to the business, operations, properties,
assets, condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries (including the Target and its Subsidiaries).

         (b) The Borrower has received consideration which is the reasonable
equivalent value of the obligations and liabilities that the Borrower has
incurred to the Administrative Agent and the Lenders. The Borrower now has
capital sufficient to carry on its business and transactions and all business
and transactions in which it is about to engage and is now solvent and able to
pay its debts as they mature and the Borrower, as of the Closing Date, owns
property having a value, both at fair valuation and at present fair salable
value, greater than the amount required to pay the Borrower's debts; and the
Borrower is not entering into the Credit Documents with the intent to hinder,
delay or defraud its creditors. For purposes of this section 7.8(b), "DEBT"
means any liability on a claim, and "CLAIM" means (x) 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; or (y) 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) The Borrower has delivered or caused to be delivered to the Lenders
prior to the execution and delivery of this Agreement (i) a copy of the
Borrower's Report on Form 10-K as filed (without Exhibits) with the SEC for its
fiscal year ended December 31, 1999, which contains a general description of the
business and affairs of the Borrower and its Subsidiaries (before giving effect
to the Target Acquisition), (ii) a confidential information brochure dated March
2000 prepared by the Joint Lead Arrangers (with assistance from the Borrower)
which contains information with respect to the business, properties and
operations of the Borrower and its Subsidiaries (the "CONFIDENTIAL INFORMATION
MEMORANDUM"), and (iii) financial projections prepared by management of the
Borrower for the Borrower and its Subsidiaries for the fiscal years 2000-2004,
which are included as an Exhibit to the Confidential Information Memorandum, and
which take into account the Target Acquisition (the "FINANCIAL PROJECTIONS"). To
the best of the Borrower's knowledge, as of the date thereof and as of the
Closing Date, the information contained in the Confidential Information
Memorandum provided by the Borrower relating to the Borrower and its Affiliates
is correct in all material respects and does not contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements contained therein not materially misleading in the light of the
circumstances under which such statements were made. Outokumpo Oy has provided
the information relating to the Outokumpu Nickel Refinery and the Borrower
believes it to be correct in all material respects, both as of the date of the
Confidential Information Memorandum and as of the Closing Date. The foregoing
representations as to the Confidential Information Memorandum are made on the
express understanding that (x) the only representations and warranties
concerning the Financial Projections included in the Confidential Information
Memorandum are those representations and warranties specifically set forth
below, (y) the summary description in the Confidential Information Memorandum of
the principal terms and conditions of the Credit Documents is qualified in its
entirety by reference to the actual terms and conditions of this Agreement and
the other Credit Documents, and (z) the Borrower makes no representation or
warranty concerning any estimates or projections included in the Confidential
Information Memorandum except for those representations and warranties
concerning the Financial Projections which are specifically set forth below. The
Financial Projections were prepared on behalf of the Borrower in good faith
after taking into account historical levels of business activity of the Borrower
and its Subsidiaries, historical financial information with respect to the
properties and business to be acquired pursuant to the Target Acquisition, as
supplied by the seller and/or the Target, known trends, including general
economic trends, and all other information, assumptions and estimates considered
by management of the Borrower and its Subsidiaries to be pertinent thereto,
taking into account the fact that such management is not intimately familiar
with the properties and business acquired pursuant to the Target Acquisition;
PROVIDED, that no representation or warranty is made as to the impact of future
general economic conditions or as to whether the Borrower's projected
consolidated results as set forth in the Financial Projections will actually be
realized. No facts are known to the Borrower at the Closing Date which, if
reflected in the Financial Projections, would result in a Material Adverse
Effect.

         7.9. NO MATERIAL ADVERSE CHANGE. Since December 31, 1999, there has
been no change in the condition, business, affairs or prospects of the Borrower
and its Subsidiaries taken as a whole, or their properties and assets considered
as an entirety, EXCEPT FOR (i) changes incident to the completion of the Target
Acquisition, as contemplated hereby, including the incurrence of the additional
Indebtedness contemplated hereby to be incurred to finance and


                                       56
<PAGE>   61

support the Target Acquisition, and (ii) other changes none of which,
individually or in the aggregate, has had or could reasonably be expected to
have, a Material Adverse Effect.

         7.10. TAX RETURNS AND PAYMENTS. Each of the Borrower and each of its
Subsidiaries has filed all federal income tax returns and all other material tax
returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it which have become due, other than
those not yet delinquent and except for those contested in good faith. The
Borrower and each of its Subsidiaries has established on its books such charges,
accruals and reserves in respect of taxes, assessments, fees and other
governmental charges for all fiscal periods as are required by GAAP. The
Borrower knows of no proposed assessment for additional federal, foreign or
state taxes for any period, or of any basis therefor, which, individually or in
the aggregate, taking into account such charges, accruals and reserves in
respect thereof as the Borrower and its Subsidiaries have made, could reasonably
be expected to have a Material Adverse Effect.

         7.11. TITLE TO PROPERTIES, ETC. The Borrower and each of its
Subsidiaries has good and marketable title, in the case of real property, and
good title (or valid Leaseholds, in the case of any leased property), in the
case of all other property, to all of its properties and assets free and clear
of Liens other than Liens permitted by section 9.3. The interests of the
Borrower and each of its Subsidiaries in the properties reflected in the most
recent balance sheet referred to in section 7.8, taken as a whole, were
sufficient, in the judgment of the Borrower, as of the date of such balance
sheet for purposes of the ownership and operation of the businesses conducted by
the Borrower and such Subsidiaries.

         7.12. LAWFUL OPERATIONS, ETC. Except for known situations or incidents
which are reserved for on the most recent consolidated balance sheet referred to
in section 7.8 or which, if not so reserved, could not reasonably be expected to
have a Material Adverse Effect, the Borrower and each of its Subsidiaries is in
full compliance with all material requirements imposed by law, whether federal
or state, including (without limitation) Environmental Laws and zoning
ordinances.

         7.13. ENVIRONMENTAL MATTERS. (a) The Borrower and each of its
Subsidiaries is in compliance with all Environmental Laws governing its
business, except to the extent that any such failure to comply (together with
any resulting penalties, fines or forfeitures) would not reasonably be expected
to have a Material Adverse Effect. All licenses, permits, registrations or
approvals required for the business of the Borrower and each of its Subsidiaries
under any Environmental Law have been secured and the Borrower and each of its
Subsidiaries is in substantial compliance therewith, except for such licenses,
permits, registrations or approvals the failure to secure or to comply therewith
is not reasonably likely to have a Material Adverse Effect. Neither the Borrower
nor any of its Subsidiaries has received written notice, or otherwise knows,
that it is in any respect in noncompliance with, breach of or default under any
Environmental Laws, and no event has occurred and is continuing which, with the
passage of time or the giving of notice or both, would constitute noncompliance,
breach of or default thereunder, except in each such case, such noncompliance,
breaches or defaults as would not reasonably be expected to, in the aggregate,
have a Material Adverse Effect. There are no Environmental Claims pending or, to
the best knowledge of the Borrower, threatened wherein an unfavorable decision,
ruling or finding would reasonably be expected to have a Material Adverse
Effect.

         (b) Hazardous Materials have not at any time been (i) generated, used,
treated or stored on, or transported to or from, any Real Property of the
Borrower or any of its Subsidiaries or (ii) released on any such Real Property,
in each case where such occurrence or event is not in compliance with
Environmental Laws and is reasonably likely to have a Material Adverse Effect.

         7.14. COMPLIANCE WITH ERISA. Compliance by the Borrower with the
provisions hereof and Credit Events contemplated hereby will not involve any
prohibited transaction within the meaning of ERISA or section 4975 of the Code.
The Borrower and each of its Subsidiaries, (i) has fulfilled all obligations
under minimum funding standards of ERISA and the Code with respect to each Plan
that is not a Multiemployer Plan or a Multiple Employer Plan, (ii) has satisfied
all respective contribution obligations in respect of each Multiemployer Plan
and each Multiple Employer Plan, (iii) is in compliance in all material respects
with all other applicable provisions of ERISA and the Code with respect to each
Plan, each Multiemployer Plan and each Multiple Employer Plan, and (iv) has not
incurred any liability under the Title IV of ERISA to the PBGC with respect to
any Plan, any Multiemployer Plan, any Multiple Employer Plan, or any trust
established thereunder. No Plan or trust created thereunder has been terminated,
and there have been no Reportable


                                       57
<PAGE>   62

Events, with respect to any Plan or trust created thereunder or with respect to
any Multiemployer Plan or Multiple Employer Plan, which termination or
Reportable Event will or could result in the termination of such Plan,
Multiemployer Plan or Multiple Employer Plan and give rise to a material
liability of the Borrower or any ERISA Affiliate in respect thereof. Neither the
Borrower nor any ERISA Affiliate is at the date hereof, or has been at any time
within the two years preceding the date hereof, an employer required to
contribute to any Multiemployer Plan or Multiple Employer Plan, or a
"contributing sponsor" (as such term is defined in section 4001 of ERISA) in any
Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA
Affiliate has any contingent liability with respect to any post- retirement
"welfare benefit plan" (as such term is defined in ERISA) except as has been
disclosed to the Lenders in writing.

         7.15. INTELLECTUAL PROPERTY, ETC. The Borrower and each of its
Subsidiaries has obtained or has the right to use all material patents,
trademarks, service marks, trade names, copyrights, licenses and other rights
with respect to the foregoing necessary for the present and planned future
conduct of its business, without any known conflict with the rights of others,
EXCEPT for such patents, trademarks, service marks, trade names, copyrights,
licenses and rights, the loss of which, and such conflicts, which in any such
case individually or in the aggregate would not reasonably be expected to have a
Material Adverse Effect.

         7.16. INVESTMENT COMPANY ACT, ETC. Neither the Borrower nor any of its
Subsidiaries is subject to regulation with respect to the creation or incurrence
of Indebtedness under the Investment Company Act of 1940, as amended, the ICC
Termination Act of 1995, as amended, the Federal Power Act, as amended, the
Public Utility Holding Company Act of 1935, as amended, or any applicable state
public utility law.

         7.17. YEAR 2000 COMPUTER MATTERS. During 1999 and prior thereto, the
Borrower and its Subsidiaries reviewed the areas within their business and
operations which could have been adversely affected by the "Year 2000 Computer
Issue" (that is, the risk that computer applications used by the Borrower and
its Subsidiaries may be unable to recognize and perform properly date-sensitive
functions involving certain dates prior to and any date after December 31,
1999). Based on such review, the activities completed by the Borrower and its
Subsidiaries as a consequence of such review and the Borrower's analysis and
planning relative thereto, and events subsequent to December 31, 1999 involving
the Borrower and its Subsidiaries, the Borrower reasonably believes that the
"Year 2000 Computer Issue" has not had, and is not reasonably likely to have, a
Material Adverse Effect, and that all material computer applications used by the
Borrower and its Subsidiaries can properly recognize and perform date-sensitive
functions involving certain dates prior to and any date on or after December 31,
1999 (i.e, "ARE Y2K COMPLIANT").

         7.18. EXISTING INDEBTEDNESS. Annex III sets forth a true and complete
list, as of the date or dates set forth therein, of all Indebtedness of the
Borrower and each of its Subsidiaries, on a consolidated basis, which (i) has an
outstanding principal amount of at least $1,000,000, or may be incurred pursuant
to existing commitments or lines of credit, or (ii) is secured by any Lien on
any property of the Borrower or any Subsidiary, and which will be outstanding on
the Closing Date after giving effect to any Borrowing hereunder which is
expected to be made on the Closing Date, other than the Indebtedness created
under the Credit Documents (all such Indebtedness, whether or not in a principal
amount meeting such threshold and required to be so listed on Annex III, herein
the "EXISTING INDEBTEDNESS"). The Borrower has provided to the Administrative
Agent prior to the date of execution hereof true and complete copies (or summary
descriptions) of all agreements and instruments governing the Indebtedness
listed on Annex III (the "EXISTING INDEBTEDNESS AGREEMENTS").

         7.19. BURDENSOME CONTRACTS; LABOR RELATIONS. Neither the Borrower nor
any of its Subsidiaries (i) is subject to any burdensome contract, agreement,
corporate restriction, judgment, decree or order, (ii) is a party to any labor
dispute affecting any bargaining unit or other group of employees generally,
(iii) is subject to any material strike, slow down, workout or other concerted
interruptions of operations by employees of the Borrower or any Subsidiary,
whether or not relating to any labor contracts, (iv) is subject to any
significant pending or, to the knowledge of the Borrower, threatened, unfair
labor practice complaint, before the National Labor Relations Board, and (v) is
subject to any significant pending or, to the knowledge of the Borrower,
threatened, grievance or significant arbitration proceeding arising out of or
under any collective bargaining agreement, (vi) is subject to any significant
pending or, to the knowledge of the Borrower, threatened, significant strike,
labor dispute, slowdown or stoppage, or (vii) is, to the knowledge of the
Borrower, involved or subject to any union representation organizing or
certification matter with


                                       58
<PAGE>   63

respect to the employees of the Borrower or any of its Subsidiaries, EXCEPT
(with respect to any matter specified in any of the above clauses), for such
matters as, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.

         7.20. SECURITY INTERESTS. Once executed and delivered, and until
terminated in accordance with the terms thereof, each of the Security Documents
creates, as security for the obligations purported to be secured thereby, a
valid and enforceable perfected security interest in and Lien on all of the
Collateral subject thereto from time to time, in favor of the Collateral Agent
for the benefit of the Secured Creditors referred to in the Security Documents,
superior to and prior to the rights of all third persons and subject to no other
Liens, EXCEPT that the Collateral under the Security Documents may be subject to
Permitted Liens. No filings or recordings are required in order to perfect the
security interests created under any Security Document except for filings or
recordings required in connection with any such Security Document which shall
have been made, or for which satisfactory arrangements have been made, upon or
prior to the execution and delivery thereof. All recording, stamp, intangible or
other similar taxes required to be paid by any person under applicable legal
requirements or other laws applicable to the property encumbered by the Security
Documents in connection with the execution, delivery, recordation, filing,
registration, perfection or enforcement thereof have been paid.

         7.21. TARGET ACQUISITION DOCUMENTS, ETC. The Borrower has delivered to
the Administrative Agent and the Lenders prior to the Effective Date true,
correct and complete copies of all of the Target Acquisition Documents. The
Target Acquisition Documents constitute all of the agreements, disclosure
schedules, side letters and other documents relating to the acquisition by the
Borrower of the Target from the current stockholders of the Target (the "TARGET
ACQUISITION") and any related arrangements between the Borrower or any of its
Subsidiaries and any of such stockholders or any executive or other officers of
the Target or any of its Subsidiaries. Each Target Acquisition Document which
has been executed and delivered as the Effective Date is, and each Target
Acquisition Document which is executed and delivered at the time of the
consummation of the Target Acquisition will be at such time, the legal, valid
and binding agreement or obligation of each party thereto, enforceable in
accordance with its terms, except to the extent that the enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws generally affecting creditors' rights and by equitable
principles (regardless of whether enforcement is sought in equity or at law). At
and as of the Closing Date, (i) to the best of the Borrower's knowledge, all of
the representations and warranties contained in the Target Acquisition Documents
or made in any other certificate or other document delivered in connection
therewith will be true and correct in all material respects, (ii) all of the
terms, covenants, agreements and conditions contained therein required to be
performed or complied with at or prior to such time will have been duly
performed or complied with in all material respects, (iii) all material consents
and approvals of, and filings and registrations with, and all other actions in
respect of, all governmental agencies, authorities or instrumentalities required
to be obtained, given, filed or taken by any party to any of the Target
Acquisition Documents or any of its Subsidiaries in order to make or consummate
each component of the transactions contemplated thereby will have been obtained,
given, filed or taken and are or will be in full force and effect (or effective
judicial relief with respect thereto will have been obtained) except for
filings, consents or notices not required by federal or state securities laws to
be made at such time, which filings, consents or notices have been or will be
made during the period in which they are required to be made. and (iv) each
component of such transactions shall have been consummated in accordance, in all
material respects, with the applicable Target Acquisition Documents and in
compliance, in all material respects, with all applicable laws.

         7.22. TRUE AND COMPLETE DISCLOSURE. All factual information (taken as a
whole) heretofore or contemporaneously furnished by or on behalf of the Borrower
or any of its Subsidiaries in writing to the Administrative Agent or any Lender
for purposes of or in connection with this Agreement or any transaction
contemplated herein, other than the Confidential Information Memorandum and the
Financial Projections (as to which representations are made only as provided in
section 7.8), is, and all other such factual information (taken as a whole)
hereafter furnished by or on behalf of such person in writing to any Lender 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
material fact necessary to make such information (taken as a whole) not
misleading at such time in light of the circumstances under which such
information was provided, except that any such future information consisting of
financial projections prepared by the Borrower is only represented herein as
being based on good faith estimates and assumptions believed by such persons to
be reasonable at the time made, it being recognized by the Lenders that such
projections as to future events are not to be


                                       59
<PAGE>   64

viewed as facts and that actual results during the period or periods covered by
any such projections may differ materially from the projected results.

         SECTION 8.    AFFIRMATIVE COVENANTS.

         The Borrower hereby covenants and agrees that on the Effective Date and
thereafter so long as this Agreement is in effect and until such time as the
Total Commitment has been terminated, no Notes remain outstanding and the Loans,
together with interest, Fees and all other Obligations incurred hereunder and
under the other Credit Documents, have been paid in full:

         8.1.     REPORTING REQUIREMENTS. The Borrower will furnish to each
Lender and the Administrative Agent:

                 (a) ANNUAL FINANCIAL STATEMENTS. As soon as available and in
         any event within 90 days after the close of each fiscal year of the
         Borrower, the consolidated balance sheets of the Borrower and its
         consolidated Subsidiaries as at the end of such fiscal year and the
         related consolidated statements of income, of stockholders' equity and
         of cash flows for such fiscal year, in each case setting forth
         comparative figures for the preceding fiscal year, all in reasonable
         detail and accompanied by the opinion with respect to such consolidated
         financial statements of independent public accountants of recognized
         national standing selected by the Borrower, which opinion shall be
         unqualified and shall (i) state that such accountants audited such
         consolidated financial statements in accordance with generally accepted
         auditing standards, that such accountants believe that such audit
         provides a reasonable basis for their opinion, and that in their
         opinion such consolidated financial statements present fairly, in all
         material respects, the consolidated financial position of the Borrower
         and its consolidated subsidiaries as at the end of such fiscal year and
         the consolidated results of their operations and cash flows for such
         fiscal year in conformity with generally accepted accounting
         principles, or (ii) contain such statements as are customarily included
         in unqualified reports of independent accountants in conformity with
         the recommendations and requirements of the American Institute of
         Certified Public Accountants (or any successor organization).

                 (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available and in
         any event within 45 days after the close of each of the quarterly
         accounting periods in each fiscal year of the Borrower, the unaudited
         consolidated balance sheets of the Borrower and its consolidated
         Subsidiaries as at the end of such quarterly period and the related
         unaudited consolidated statements of income and of cash flows for such
         quarterly period and/or for the fiscal year to date, and setting forth,
         in the case of such unaudited consolidated statements of income and of
         cash flows, comparative figures for the related periods in the prior
         fiscal year, and which shall be certified on behalf of the Borrower by
         the Chief Financial Officer or other Authorized Officer of the
         Borrower, subject to changes resulting from normal year-end audit
         adjustments.

                 (c) OFFICER'S COMPLIANCE CERTIFICATES. At the time of the
         delivery of the financial statements provided for in sections 8.1(a)
         and (b), a certificate on behalf of the Borrower of the Chief Financial
         Officer or other Authorized Officer of the Borrower to the effect that,
         to the best knowledge of the Borrower, no Default or Event of Default
         exists or, if any Default or Event of Default does exist, specifying
         the nature and extent thereof and the actions the Borrower proposes to
         take with respect thereto, which certificate shall set forth the
         calculations required to establish compliance with the provisions of
         sections 9.7, 9.8 and 9.9 of this Agreement.

                 (d) BUDGETS AND FORECASTS. Not later than 60 days following the
         commencement of any fiscal year of the Borrower and its Subsidiaries, a
         consolidated budget in reasonable detail for each of the four fiscal
         quarters of such fiscal year, as customarily prepared by management for
         its internal use, setting forth the forecasted balance sheet, income
         statement, operating cash flows and capital expenditures of the
         Borrower and its Subsidiaries for the period covered thereby.

                 (e) NOTICE OF DEFAULT, LITIGATION OR CERTAIN MATTERS INVOLVING
         MAJOR CUSTOMERS OR SUPPLIERS. Promptly, and in any event within three
         Business Days, in the case of clause (i) below, or 10 days, in the case
         of clause (ii) or (iii) below, after the Borrower or any of its
         Subsidiaries obtains knowledge thereof, notice of


                                       60
<PAGE>   65

                           (i) the occurrence of any event which constitutes a
                  Default or Event of Default, which notice shall specify the
                  nature thereof, the period of existence thereof and what
                  action the Borrower proposes to take with respect thereto,

                           (ii) the commencement of, or any other material
                  development concerning, any litigation or governmental or
                  regulatory proceeding pending against the Borrower or any of
                  its Subsidiaries, if the same involves (in the Borrower's
                  reasonable judgment) any substantial likelihood of having a
                  Material Adverse Effect, and

                           (iii) if the same involves (in the Borrower's
                  reasonable judgment) any substantial likelihood of having a
                  Material Adverse Effect, any significant adverse change in the
                  Borrower's or any Subsidiary's relationship with, or any
                  significant event or circumstance which is in the Borrower's
                  reasonable judgment likely to adversely affect the Borrower's
                  or any Subsidiary's relationship with, (A) any customer (or
                  related group of customers) representing more than 10% of the
                  Borrower's consolidated revenues during its most recent fiscal
                  year, or (B) any supplier which is material to the operations
                  of the Borrower and its Subsidiaries considered as an
                  entirety.

                 (f) ERISA. Promptly, and in any event within 10 days after the
         Borrower, any Subsidiary of the Borrower or any ERISA Affiliate knows
         of the occurrence of any of the following, the Borrower will deliver to
         each of the Lenders a certificate on behalf of the Borrower of an
         Authorized Officer of the Borrower setting forth the full details as to
         such occurrence and the action, if any, that the Borrower, such
         Subsidiary or such ERISA Affiliate is required or proposes to take,
         together with any notices required or proposed to be given to or filed
         with or by the Borrower, the Subsidiary, the ERISA Affiliate, the PBGC,
         a Plan participant or the Plan administrator with respect thereto:

                           (i) that a Reportable Event has occurred with respect
                  to any Plan;

                           (ii) the institution of any steps by the Borrower,
                  any ERISA Affiliate, the PBGC or any other person to terminate
                  any Plan;

                           (iii) the institution of any steps by the Borrower or
                  any ERISA Affiliate to withdraw from any Plan;

                           (iv) the institution of any steps by the Borrower or
                  any Subsidiary to withdraw from any Multiemployer Plan or
                  Multiple Employer Plan, if such withdrawal could result in
                  withdrawal liability (as described in Part 1 of Subtitle E of
                  Title IV of ERISA) in excess of $5,000,000;

                           (v) a non-exempt "prohibited transaction" within the
                  meaning of section 406 of ERISA in connection with any Plan;

                           (vi) that a Plan has an Unfunded Current Liability
                  exceeding $5,000,000;

                           (vii) any material increase in the contingent
                  liability of the Borrower or any Subsidiary with respect to
                  any post-retirement welfare liability; or

                           (viii) the taking of any action by, or the
                  threatening of the taking of any action by, the Internal
                  Revenue Service, the Department of Labor or the PBGC with
                  respect to any of the foregoing.

                 (g) ENVIRONMENTAL MATTERS. Promptly upon, and in any event
         within 10 Business Days after, an officer of the Borrower or any of its
         Subsidiaries obtains knowledge thereof, notice of one or more of the
         following environmental matters: (i) any pending or threatened material
         Environmental Claim against the Borrower or any of its Subsidiaries or
         any Real Property owned or operated by the Borrower or any of its
         Subsidiaries; (ii) any condition or occurrence on or arising from any
         Real Property owned or operated by the Borrower or any of its
         Subsidiaries that (A) results in material noncompliance by the Borrower
         or any of its


                                       61
<PAGE>   66

         Subsidiaries with any applicable Environmental Law or (B) would
         reasonably be expected to form the basis of a material Environmental
         Claim against the Borrower or any of its Subsidiaries or any such Real
         Property; (iii) any condition or occurrence on any Real Property owned,
         leased or operated by the Borrower or any of its Subsidiaries that
         could reasonably be expected to cause such Real Property to be subject
         to any material restrictions on the ownership, occupancy, use or
         transferability by the Borrower or any of its Subsidiaries of such Real
         Property under any Environmental Law; and (iv) the taking of any
         material removal or remedial action in response to the actual or
         alleged presence of any Hazardous Material on any Real Property owned,
         leased or operated by the Borrower or any of its Subsidiaries as
         required by any Environmental Law or any governmental or other
         administrative agency. All such notices shall describe in reasonable
         detail the nature of the Environmental Claim, the Borrower's or such
         Subsidiary's response thereto and the potential exposure in dollars of
         the Borrower and its Subsidiaries with respect thereto.

                 (h) SEC REPORTS AND REGISTRATION STATEMENTS. Promptly after
         transmission thereof or other filing with the SEC, copies of all
         registration statements (other than the exhibits thereto and any
         registration statement on Form S-8 or its equivalent) and all annual,
         quarterly or current reports that the Borrower or any of its
         Subsidiaries files with the SEC on Form 10-K, 10-Q or 8-K (or any
         successor forms).

                 (i) ANNUAL AND QUARTERLY REPORTS, PROXY STATEMENTS AND OTHER
         REPORTS DELIVERED TO STOCKHOLDERS GENERALLY. Promptly after
         transmission thereof to its stockholders, copies of all annual,
         quarterly and other reports and all proxy statements that the Borrower
         furnishes to its stockholders generally.

                 (j) PRESS RELEASES. Promptly after the release thereof to any
         news organization or news distribution organization, copies of any
         press releases and other similar statements intended to be made
         available generally by the Borrower or any of its Subsidiaries to the
         public concerning material developments relating to the Borrower or any
         of its Subsidiaries.

                  (k) OTHER INFORMATION. With reasonable promptness, such other
         information or documents (financial or otherwise) relating to the
         Borrower or any of its Subsidiaries as any Lender may reasonably
         request from time to time.

         8.2. BOOKS, RECORDS AND INSPECTIONS. (a) The Borrower will, and will
cause each of its Subsidiaries to, keep proper books of record and account, in
which full and correct entries shall be made of all financial transactions and
the assets and business of the Borrower or such Subsidiaries, as the case may
be, in accordance with GAAP.

         (b) The Borrower will permit officers and designated representatives of
the Administrative Agent or the Collateral Agent, upon at least two Business
Days' notice to the Chief Financial Officer of the Borrower, to visit and
inspect any of the properties or assets of the Borrower and any of its
Subsidiaries in whomsoever's possession (but only to the extent the Borrower or
such Subsidiary has the right to do so to the extent in the possession of
another person), to examine the books of account, records, reports and other
papers of the Borrower and any of its Subsidiaries, and make copies thereof and
take extracts therefrom, and to discuss the affairs, finances and accounts of
the Borrower and of any of its Subsidiaries with, and be advised as to the same
by, its and their officers and independent accountants and independent
actuaries, if any (and by this provision the Borrower authorizes such
independent accountants and actuaries to discuss the affairs, finances and
accounts of the Borrower and any of its Subsidiaries), all at such reasonable
times and intervals and to such reasonable extent as the Administrative Agent or
the Collateral Agent may request. The Administrative Agent and the Collateral
Agent may (at their own initiative), and shall (if so instructed by the Required
Lenders), exercise their rights under this section 8.2(b) from time to time. In
any event, the Administrative Agent and the Collateral Agent will promptly
furnish the Lenders with copies of any material documentation obtained by them
during the course of any inspection, examination or discussions pursuant to this
section 8.2(b). If any Lender requests copies of any other documentation so
obtained by the Administrative Agent or the Collateral Agent, the Administrative
Agent or the Collateral Agent, as applicable, will promptly furnish copies
thereof to all of the Lenders.

         (c) During any period in which an Event of Default shall have occurred
and be continuing, any Lender (or group of Lenders whose investments are under
management by a common investment advisor or one or more affiliated investment
advisors, or who are otherwise Affiliates of each other) whose Commitment or
outstanding Loans


                                       62
<PAGE>   67

exceeds $10,000,000, may itself, in coordination with the Administrative Agent,
exercise any or all of the rights afforded to the Administrative Agent as
specified in section 8.2(b).

         8.3. INSURANCE. (a) The Borrower will, and will cause each of its
Subsidiaries to, (i) maintain insurance coverage by such insurers and in such
forms and amounts and against such risks as are generally consistent with the
insurance coverage maintained by the Borrower and its Subsidiaries at the date
hereof, and (ii) forthwith upon the Administrative Agent's written request
(which the Administrative Agent may make on its own initiative and shall make if
so requested by the Required Lenders), furnish to the Administrative Agent (who
shall promptly distribute copies to the Lenders) such information about such
insurance as the Administrative Agent may from time to time reasonably request,
which information shall be prepared in form and detail satisfactory to the
Administrative Agent and certified by an Authorized Officer of the Borrower.

         (b) The Borrower will, and will cause each of its Subsidiaries which is
a Credit Party to, at all times keep their respective property which is subject
to the Lien of any Security Document insured in favor of the Collateral Agent,
and all policies or certificates (or certified copies thereof) with respect to
such insurance (and any other insurance maintained by the Borrower or any such
Subsidiary) (i) shall be endorsed to the Collateral Agent's satisfaction for the
benefit of the Collateral Agent (including, without limitation, by naming the
Collateral Agent as loss payee (with respect to Collateral) or, to the extent
permitted by applicable law, as an additional insured), (ii) shall state that
such insurance policies shall not be canceled without 30 days' prior written
notice thereof (or 10 days' prior written notice in the case of cancellation for
the non-payment of premiums) by the respective insurer to the Collateral Agent,
(iii) shall provide that the respective insurers irrevocably waive any and all
rights of subrogation with respect to the Collateral Agent and the Lenders, and
(iv) shall in the case of any such certificates or endorsements in favor of the
Collateral Agent, be delivered to or deposited with the Collateral Agent. In no
event shall the Borrower be required to deposit the actual insurance policies
with the Collateral Agent. The Administrative Agent shall deliver copies of any
certificates of insurance to a Lender upon such Lender's reasonable request.

         (c) If the Borrower or any of its Subsidiaries shall fail to maintain
all insurance in accordance with this section 8.3, or if the Borrower or any of
its Subsidiaries shall fail to so endorse and deliver or deposit all
endorsements or certificates with respect thereto, the Administrative Agent
and/or the Collateral Agent shall have the right (but shall be under no
obligation), upon prior written notice to the Borrower, to procure such
insurance and the Borrower agrees to reimburse the Administrative Agent or the
Collateral Agent, as the case may be, on demand, for all costs and expenses of
procuring such insurance.

         8.4. PAYMENT OF TAXES AND CLAIMS. The Borrower will pay and discharge,
and will cause each of its Subsidiaries to pay and discharge, all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits, or upon any properties belonging to it, prior to the date on
which penalties attach thereto, and all lawful claims which, if unpaid, might
become a Lien or charge upon any properties of the Borrower or any of its
Subsidiaries; PROVIDED that neither the Borrower nor any of its Subsidiaries
shall be required to pay any such tax, assessment, charge, levy or claim which
is being contested in good faith and by proper proceedings if it has maintained
adequate reserves with respect thereto in accordance with GAAP; and PROVIDED,
FURTHER, that the Borrower will not be considered to be in default of any of the
provisions of this sentence if the Borrower or any Subsidiary fails to pay any
such amount which, individually or in the aggregate, is immaterial. Without
limiting the generality of the foregoing, the Borrower will, and will cause each
of its Subsidiaries to, pay in full all of its wage obligations to its employees
in accordance with the Fair Labor Standards Act (29 U.S.C. sections 206-207) and
any comparable provisions of applicable law.

         8.5. CORPORATE FRANCHISES. The Borrower will do, and will cause each of
its Subsidiaries to do, or cause to be done, all things necessary to preserve
and keep in full force and effect its corporate existence, rights and authority,
PROVIDED that nothing in this section 8.5 shall be deemed to prohibit (i) any
transaction permitted by section 9.2; (ii) the termination of existence of any
Subsidiary if (A) the Borrower determines that such termination is in its best
interest and (B) such termination is not adverse in any material respect to the
Lenders; or (iii) the loss of any rights, authorities or franchises if the loss
thereof, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.


                                       63
<PAGE>   68

         8.6. MAINTENANCE OF PROPERTIES. The Borrower will, and will cause each
of its Subsidiaries to, ensure that its material properties and equipment used
or useful in its business in whomsoever's possession they may be, in good
repair, working order and condition, ordinary wear and tear excepted, and that
from time to time there are made in such properties and equipment all needful
and proper repairs, renewals, replacements, extensions, additions, betterments
and improvements, thereto, to the extent and in the manner customary for
companies in similar businesses.

         8.7. COMPLIANCE WITH STATUTES, ETC. The Borrower will, and will cause
each of its Subsidiaries to, comply, in all material respects, with all
applicable statutes, regulations and orders of, and all applicable restrictions
imposed by, all governmental bodies, domestic or foreign, in respect of the
conduct of its business and the ownership of its property, other than those the
noncompliance with which would not have, and which would not be reasonably
expected to have, a Material Adverse Effect.

         8.8. COMPLIANCE WITH ENVIRONMENTAL LAWS. Without limitation of the
covenants contained in section 8.7 hereof,

                  (a) The Borrower will comply, and will cause each of its
         Subsidiaries to comply, in all material respects, with all
         Environmental Laws applicable to the ownership, lease or use of all
         Real Property now or hereafter owned, leased or operated by the
         Borrower or any of its Subsidiaries, and will promptly pay or cause to
         be paid all costs and expenses incurred in connection with such
         compliance, except to the extent that such compliance with
         Environmental Laws is being contested in good faith and by appropriate
         proceedings and for which adequate reserves have been established to
         the extent required by GAAP, and an adverse outcome in such proceedings
         is not reasonably expected to have a Material Adverse Effect.

                  (b) The Borrower will keep or cause to be kept, and will cause
         each of its Subsidiaries to keep or cause to be kept, all such Real
         Property free and clear of any Liens imposed pursuant to such
         Environmental Laws which are not permitted under section 9.3.

                  (c) Neither the Borrower nor any of its Subsidiaries will
         generate, use, treat, store, release or dispose of, or permit the
         generation, use, treatment, storage, release or disposal of, Hazardous
         Materials on any Real Property now or hereafter owned, leased or
         operated by the Borrower or any of its Subsidiaries or transport or
         permit the transportation of Hazardous Materials to or from any such
         Real Property other than in compliance with applicable Environmental
         Laws and in the ordinary course of business, except for such
         noncompliance as would not have, and which would not be reasonably
         expected to have, a Material Adverse Effect.

                  (d) If required to do so under any applicable order of any
         governmental agency, the Borrower will undertake, and cause each of its
         Subsidiaries to undertake, any clean up, removal, remedial or other
         action necessary to remove and clean up any Hazardous Materials from
         any Real Property owned, leased or operated by the Borrower or any of
         its Subsidiaries in accordance with, in all material respects, the
         requirements of all applicable Environmental Laws and in accordance
         with, in all material respects, such orders of all governmental
         authorities, except to the extent that the Borrower or such Subsidiary
         is contesting such order in good faith and by appropriate proceedings
         and for which adequate reserves have been established to the extent
         required by GAAP.

                  (e) At the written request of the Administrative Agent or the
         Required Lenders, which request shall specify in reasonable detail the
         basis therefor, at any time and from time to time after the Lenders
         receive notice under section 8.1(g) for any Environmental Claim
         involving potential expenditures by the Borrower or any of its
         Subsidiaries in excess of $5,000,000 in the aggregate for any Real
         Property, the Borrower will provide, at its sole cost and expense, an
         environmental site assessment report concerning any such Real Property
         now or hereafter owned, leased or operated by the Borrower or any of
         its Subsidiaries, prepared by an environmental consulting firm
         reasonably acceptable to the Administrative Agent, indicating the
         presence or absence of Hazardous Materials and the potential cost of
         any removal or a remedial action in connection with any Hazardous
         Materials on such Real Property. If the Borrower fails to provide the
         same within 90 days after such request was made, the Administrative
         Agent may order the same, and the Borrower shall grant and hereby
         grants, to the Administrative Agent and the Lenders and their agents,
         access to such Real Property and


                                       64
<PAGE>   69

         specifically grants the Administrative Agent and the Lenders an
         irrevocable non-exclusive license, subject to the rights of tenants, to
         undertake such an assessment, all at the Borrower's expense.

         8.9. FISCAL YEARS, FISCAL QUARTERS. If the Borrower shall change any of
its or any of its Subsidiaries' fiscal years or fiscal quarters (other than the
fiscal year or fiscal quarters of a person which becomes a Subsidiary, made at
the time such person becomes a Subsidiary to conform to the Borrower's fiscal
year and fiscal quarters), the Borrower will promptly, and in any event within
30 days following any such change, deliver a notice to the Administrative Agent
and the Lenders describing such change and any material accounting entries made
in connection therewith and stating whether such change will have any impact
upon any financial computations to be made hereunder, and if any such impact is
foreseen, describing in reasonable detail the nature and extent of such impact.
If the Required Lenders determine that any such change will have any impact upon
any financial computations to be made hereunder which is adverse to the Lenders,
the Borrower will, if so requested by the Administrative Agent, enter into an
amendment to this Agreement, in form and substance reasonably satisfactory to
the Administrative Agent and the Required Lenders, modifying any of the
financial covenants or related provisions hereof in such manner as the Required
Lenders determine is necessary to eliminate such adverse effect.

         8.10. HEDGE AGREEMENTS, ETC. (a) In the event the Borrower or any of
its Subsidiaries determines to enter into a Hedge Agreement it may do so,
PROVIDED that (i) the purpose of such Hedge Agreement is to provide protection
to the Borrower or any such Subsidiary from fluctuations and other changes in
interest rates, currency exchange rates and/or commodity prices, as and to the
extent considered reasonably necessary by the Borrower, but without exposing the
Borrower or its Subsidiaries to predominantly speculative risks unrelated to the
amount of assets, Indebtedness or other liabilities intended to be subject to
coverage on a notional basis under all such Hedge Agreements; and (ii) in the
case of any Hedge Agreement entered into after the Effective Date for the
purpose of protecting against fluctuations in interest rates, only if the
proposed form thereof (including any proposed pricing or other material terms)
has been provided to the Administrative Agent, for its consideration of any
potential intercreditor issues, contemporaneously with the entry into such Hedge
Agreement.

         (b) Without limitation of the foregoing, the Borrower will obtain
within 30 days following the Closing Date, and thereafter maintain in effect for
a period of at least two years, a Hedge Agreement, in form and substance
satisfactory to the Joint Lead Arrangers, with a notional amount of at least
$175,000,000, protecting the Borrower against such changes in interest rates as
can be obtained at reasonable cost in light of prevailing market conditions.

         8.11. CERTAIN SUBSIDIARIES TO JOIN IN SUBSIDIARY GUARANTY. (a) In the
event that at any time after the Closing Date

                  (x) the Borrower has any Subsidiary (other than a Foreign
         Subsidiary as to which section 8.11(b) applies) which is not a party to
         the Subsidiary Guaranty, or

                  (y) an Event of Default shall have occurred and be continuing
         and the Borrower has any Subsidiary which is not a party to the
         Subsidiary Guaranty,

the Borrower will notify the Administrative Agent in writing of such event,
identifying the Subsidiary in question and referring specifically to the rights
of the Administrative Agent and the Lenders under this section. The Borrower
will, within 30 days following request therefor from the Administrative Agent
(who may give such request on its own initiative or upon request by the Required
Lenders), cause such Subsidiary to deliver to the Administrative Agent, in
sufficient quantities for the Lenders, (i) the Subsidiary Guaranty, if the
Subsidiary Guaranty has not previously been executed and delivered, (ii) if the
Subsidiary Guaranty has previously been executed and delivered, a joinder
supplement, reasonably satisfactory in form and substance to the Administrative
Agent and the Required Lenders, duly executed by such Subsidiary, pursuant to
which such Subsidiary joins in the Subsidiary Guaranty as a guarantor
thereunder, and (ii) if such Subsidiary is a corporation, resolutions of the
Board of Directors of such Subsidiary, certified by the Secretary or an
Assistant Secretary of such Subsidiary as duly adopted and in full force and
effect, authorizing the execution and delivery of such joinder supplement, or if
such Subsidiary is not a corporation, such other evidence of the authority of
such Subsidiary to execute such joinder supplement as the Administrative Agent
may reasonably request.


                                       65
<PAGE>   70

         (b) Notwithstanding the foregoing provisions of this section 8.11 or
the provisions of section 8.12 hereof, the Borrower shall not, unless an Event
of Default shall have occurred and be continuing, be required to pledge (or
cause to be pledged) more than 65% of the stock or other equity interests in any
first tier Foreign Subsidiary, or any of the stock or equity interests in any
first tier Foreign Subsidiaries which alone or when combined or consolidated
with each other would not constitute a Material Subsidiary, or any of the stock
or other equity interests in any other Foreign Subsidiary, or to cause a Foreign
Subsidiary to join in the Subsidiary Guaranty or to become a party to the
Security Agreement or any other Security Document.

         8.12. ADDITIONAL SECURITY; FURTHER ASSURANCES. (a) In the event that at
any time after the Closing Date the Borrower or any of its Subsidiaries owns or
holds an interest in any Real Property, assets, stock, securities or any other
property or interest, located within or outside of the United States or arising
out of business conducted from any location within or outside the United States,
which is not at the time included in the Collateral and is not subject to a
Permitted Lien securing Indebtedness (all of the foregoing, "UNCOLLATERALIZED
PROPERTY"), the Borrower will notify the Administrative Agent in writing of such
event, identifying the Uncollateralized Property in question and referring
specifically to the rights of the Administrative Agent and the Lenders under
this section 8.12; PROVIDED that notwithstanding the foregoing, the Borrower
need not notify the Administrative Agent under this section 8.12(a) of (x) any
leasehold interest which is acquired or held by the Borrower or any Subsidiary
unless the same involves a nominal or bargain purchase price option, or (y) any
Uncollateralized Property which at the time is not required to be included in
the Collateral pursuant to section 8.11(b) or the proviso at the end of section
8.12(b).

         (b) The Borrower will, or will cause an applicable Subsidiary to,
within 30 days following request by the Collateral Agent (who may make such
request on its own initiative or upon instructions from the Required Lenders),
grant the Collateral Agent for the benefit of the Secured Creditors (as defined
in the Security Documents) security interests and mortgages or deeds of trust,
pursuant to the Pledge Agreement or other new documentation (each an "ADDITIONAL
SECURITY DOCUMENT") or joinder in any existing Security Document to which it is
not already a party, in all of the Uncollateralized Property as to which the
Administrative Agent has notified the Borrower that the same is required to be
included in the Collateral, SUBJECT to obtaining any required consents from
third parties (including third party lessors and co-venturers) necessary to be
obtained for the granting of a Lien on any particular Uncollateralized Property
(with the Borrower hereby agreeing to use, and to cause its Subsidiaries to use,
reasonable best efforts to obtain such consents), and ALSO SUBJECT to the
provisions of section 8.11(b); PROVIDED that the Borrower shall not be required
to cause to be delivered any mortgage or deed of trust on any Leasehold or other
Real Property, or any chattel mortgage or security agreement covering an
aircraft, unless an Event of Default shall have occurred and be continuing.

         (c) Each Additional Security Document (i) shall be granted pursuant to
documentation reasonably satisfactory in form and substance to the
Administrative Agent, which documentation shall in the case of Real Property
owned in fee be accompanied by such Phase I environmental reports or
assessments, a mortgage policy of title insurance (subject to a standard survey
exception), and other supporting documentation requested by and reasonably
satisfactory in form and substance to the Administrative Agent; and (ii) shall
constitute a valid and enforceable perfected Lien upon the interests or
properties so included in the Collateral, superior to and prior to the rights of
all third persons and subject to no other Liens except those permitted by
section 9.3 or otherwise agreed by the Administrative Agent at the time of
perfection thereof and (in the case of Real Property or interests therein) such
other encumbrances as may be set forth in the mortgage policy, if any, relating
to such Additional Security Document which shall be delivered to the Collateral
Agent together with such Additional Security Document and which shall be
satisfactory in form and substance to the Collateral Agent and the
Administrative Agent. The Borrower, at its sole cost and expense, will cause
each Additional Security Document or instruments related thereto to be duly
recorded or filed in such manner and in such places as are required by law to
establish, perfect, preserve and protect the Liens created thereby required to
be granted pursuant to the Additional Security Document, and will pay or cause
to be paid in full all taxes, fees and other charges payable in connection
therewith. Furthermore, the Borrower shall cause to be delivered to the
Collateral Agent such opinions of local counsel, appraisals, title insurance,
environmental assessments, consents of landlords, lien waivers from landlords or
mortgagees and other related documents as may be reasonably requested by the
Collateral Agent in connection with the execution, delivery and recording of any
Additional Security Document, all of which documents shall be in form and
substance reasonably satisfactory to the Collateral Agent and the Administrative
Agent, except that no leasehold mortgage or deed of trust, title insurance or
surveys shall be required for any leasehold properties (unless the lessee has a
nominal or bargain purchase option).


                                       66
<PAGE>   71

         (d) The Borrower will, and will cause each of its Subsidiaries to, at
the expense of the Borrower, make, execute, endorse, acknowledge, file and/or
deliver to the Collateral Agent from time to time such conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, and other
assurances or instruments and take such further steps relating to the Collateral
covered by any of the Security Documents as the Collateral Agent may reasonably
require. If at any time the Collateral Agent determines, based on applicable
law, that all applicable taxes (including, without limitation, mortgage
recording taxes or similar charges) were not paid in connection with the
recordation of any mortgage or deed of trust, the Borrower shall promptly pay
the same upon demand.

         (e) The Borrower will if requested by any Lender at any time, in order
to meet any legal requirement applicable to such Lender, provide to the
Collateral Agent and the Lenders, at the sole cost and expense of the Borrower,
appraisals and other supporting documentation relating to any mortgage or deed
of trust delivered as an Additional Security Document hereunder, as specified by
any Lender, meeting the appraisal and other documentation requirements of the
Real Estate Reform Amendments of the Financial Institution Reform, Recovery and
Enforcement Act of 1989, as amended, or any other legal requirements applicable
to any Lender, which in the case of any such appraisal shall be prepared by one
or more valuation firms of national standing, acceptable to the Required
Lenders, utilizing appraisal standards satisfying such Amendments, Act or other
legal requirements.

         (f) For the avoidance of doubt, the Borrower shall have no obligation
to cause to be delivered any survey of any Real Property which is covered by any
mortgage, deed of trust or similar instrument constituting an Additional
Security Document so as to permit a title company to eliminate by endorsement
the "survey exception" to the title policy for such Real Property.

         (g) Notwithstanding the foregoing provisions of this section 8.12, in
the event the Administrative Agent notifies the Borrower that the Required
Lenders have determined on the basis of an environmental report or assessment
delivered by the Borrower pursuant to the provisions of section 8.12(c) that an
Additional Security Document encumbering any particular Real Property should not
be delivered under this section 8.12, the Borrower shall be relieved of its
obligation in this section 8.12 to deliver or cause to be delivered an
Additional Security Document in the form of a mortgage, deed of trust or similar
instrument covering such Real Property, SUBJECT to any later determination by
the Required Lenders notified to the Borrower by the Administrative Agent that
an Additional Security Document in the form of a mortgage, deed of trust or
similar instrument covering such Real Property should be executed and delivered
hereunder.

         (h) As promptly as practicable after the date (i) any Credit Party has
any Collateral located in a jurisdiction as to which the Administrative Agent
shall not previously have received a lien search report listing all effective
UCC financing statements and other Liens filed against such Credit Party in such
jurisdiction and containing copies of all such effective UCC financing
statements and other Lien documents, (ii) any person first becomes a Credit
Party, or (iii) any UCC financing statement or Security Document is filed
against any Credit Party to perfect security interests granted pursuant to the
Security Agreement or any other Security Document, the Borrower will, at its
expense, cause to be delivered to the Administrative Agent and the Lenders
search reports listing all effective UCC financing statements and other Lien
documents filed against such person or Credit Party in each applicable
jurisdiction and containing copies of all such effective UCC financing
statements and other Lien documents. In addition, whenever requested by the
Administrative Agent, but not more frequently than once in any 12-month period,
the Borrower will promptly provide the Administrative Agent and the Lenders with
such new or updated title, lien, judgment, patent, trademark and UCC financing
statement searches or reports as to the Borrower or any of its Subsidiaries, or
any Collateral of any Credit Party, as the Administrative Agent may specify to
the Borrower in its request.

         (i) The Collateral Agent is authorized, without the consent of any of
the Lenders, to (i) enter into any modification of any Security Document which
the Collateral Agent reasonably believes is required to conform to the mandatory
requirements of local law, or to local customs followed by financial
institutions with respect to similar collateral documents involving property
located in any particular jurisdiction, (ii) in the case of any Security
Document relating to property located in a particular jurisdiction which imposes
a tax with respect to such Security Document based on the amount of the
obligations secured thereby, expressly limit the amount of such secured
obligations which are secured by such property to such amount as, in the
Collateral Agent's good faith judgment, is appropriate so that the amount of
such tax is reasonable in light of the estimated value of the property located
in such jurisdiction, and/or (iii)


                                       67
<PAGE>   72

designate the amount of title insurance coverage for any title insurance policy
provided hereunder in an amount reasonably believed by the Collateral Agent to
be representative of the fair value of the property covered thereby.

         (j) The Borrower will provide the Administrative Agent with sufficient
copies of each Additional Security Document and any additional supporting
documents delivered in connection therewith for distribution of copies thereof
to the Lenders, and the Administrative Agent will promptly so distribute such
copies.

         8.13. CASUALTY AND CONDEMNATION. (a) The Borrower will promptly (and in
any event within 10 days) furnish to the Administrative Agent and the Lenders
written notice of any Event of Loss involving any property included in the
Collateral which is reasonably believed to be in excess of $5,000,000.

         (b) If any Event of Loss results in Net Cash Proceeds (whether in the
form of insurance proceeds, a condemnation award or otherwise), a portion or all
of which is required to be applied as a prepayment of the Loans or to the
rebuilding or restoration of any affected property pursuant to section 5.2, the
Collateral Agent is authorized to collect such Net Cash Proceeds and, if
received by any Credit Party, the Borrower will, or will cause any applicable
Credit Party, to pay over such Net Cash Proceeds to the Collateral Agent.

         8.14. LANDLORD/MORTGAGEE WAIVERS; BAILEE LETTERS. If requested to do so
by the Administrative Agent (who may so request on its own initiative and who
shall so request if required to do so by instructions from the Required
Lenders), the Borrower will promptly (and in any event within 60 days following
any such request) obtain, and thereafter the Borrower will maintain in effect,
(a) lien waivers from landlords and mortgagees having any interest in any Real
Property on which any tangible items of Collateral, having a minimum value as
specified by the Administrative Agent in such request, are located,
substantially in the form provided by, or otherwise reasonably acceptable to,
the Administrative Agent, and (b) bailee letters, substantially in the form
provided by, or otherwise reasonably acceptable to, the Administrative Agent,
from persons unrelated to any of the Credit Parties who are parties to the
Security Agreement to whom any tangible items of Collateral having a minimum
value as specified by the Administrative Agent in such request, have been
delivered for storage, use, consignment or similar purposes.

         8.15. MOST FAVORED COVENANT STATUS. Should the Borrower at any time
after the Effective Date, issue or guarantee any unsecured Indebtedness
denominated in U.S. dollars for money borrowed or represented by bonds, notes,
debentures or similar securities in an aggregate amount exceeding $5,000,000, to
any lender or group of lenders acting in concert with one another, or one or
more institutional investors, pursuant to a loan agreement, credit agreement,
note purchase agreement, indenture, guaranty or other similar instrument, which
agreement, indenture, guaranty or instrument, includes affirmative or negative
business or financial covenants (or any events of default or other type of
restriction which would have the practical effect of any affirmative or negative
business or financial covenant, including, without limitation, any "put" or
mandatory prepayment of such Indebtedness upon the occurrence of a "change of
control") which are applicable to the Borrower, other than those set forth
herein or in any of the other Credit Documents, the Borrower shall promptly so
notify the Administrative Agent and the Lenders and, if the Administrative Agent
shall so request by written notice to the Borrower (after a determination has
been made by the Required Lenders that any of the above-referenced documents or
instruments contain any such provisions, which either individually or in the
aggregate, are more favorable to the holders of such unsecured Indebtedness than
any of the provisions set forth herein), the Borrower, the Administrative Agent
and the Lenders shall promptly amend this Agreement to incorporate some or all
of such provisions, in the discretion of the Administrative Agent and the
Required Lenders, into this Agreement and, to the extent necessary and
reasonably desirable to the Administrative Agent and the Required Lenders, into
any of the other Credit Documents, all at the election of the Administrative
Agent and the Required Lenders.

         8.16. AUDITED CLOSING DATE FINANCIAL STATEMENTS OF TARGET. The Borrower
will deliver to the Administrative Agent and the Lenders, within 75 days
following the Closing Date, the consolidated balance sheet of the Target and its
consolidated Subsidiaries as at the effective date of the Target Acquisition and
the related consolidated statements of income and of cash flows for the
applicable fiscal period then ended, all in reasonable detail and accompanied by
the opinion with respect to such consolidated financial statements of
independent public accountants of recognized national standing selected by the
Borrower, which opinion shall be unqualified and shall contain such statements
of such accountants as are contemplated by the provisions of section 8.1(a)
hereof.


                                       68
<PAGE>   73

         8.17. SENIOR DEBT. The Borrower will at all times ensure that (i) the
claims of the Lenders in respect of the Obligations of the Borrower will in all
respects rank prior to the claims of every unsecured creditor of the Borrower,
and (ii) any Indebtedness of the Borrower which is subordinated in any manner to
the claims of any other creditor of the Borrower will be subordinated in like
manner to such claims of the Lenders.

         SECTION 9.    NEGATIVE COVENANTS.

         The Borrower hereby covenants and agrees that on the Effective Date and
thereafter for so long as this Agreement is in effect and until such time as the
Total Commitment has been terminated, no Notes remain outstanding and the Loans,
together with interest, Fees and all other Obligations incurred hereunder and
under the other Credit Documents, have been paid in full:

         9.1. CHANGES IN BUSINESS. Neither the Borrower nor any of its
Subsidiaries will engage in any business if, as a result, the general nature of
the business, taken on a consolidated basis, which would then be engaged in by
the Borrower and its Subsidiaries, would be substantially changed from the
general nature of the business engaged in by the Borrower and its Subsidiaries
on the Effective Date (but giving effect to the completion of the Target
Acquisition).

         9.2. CONSOLIDATION, MERGER, ACQUISITIONS, ASSET SALES, ETC. The
Borrower will not, and will not permit any Subsidiary to, (1) wind up, liquidate
or dissolve its affairs, (2) enter into any transaction of merger or
consolidation, (3) make or otherwise effect any Acquisition, (4) sell or
otherwise dispose of any of its property or assets outside the ordinary course
of business, or otherwise make or otherwise effect any Asset Sale, or (5) agree
to do any of the foregoing at any future time, EXCEPT that the following shall
be permitted:

                  (a) CERTAIN INTERCOMPANY MERGERS, ETC. If no Default or Event
         of Default shall have occurred and be continuing or would result
         therefrom,

                           (i) the merger, consolidation or amalgamation of any
                  Subsidiary of the Borrower with or into the Borrower, PROVIDED
                  the Borrower is the surviving or continuing or resulting
                  corporation;

                           (ii) the merger, consolidation or amalgamation of any
                  Domestic Subsidiary of the Borrower with or into another
                  Domestic Subsidiary of the Borrower, PROVIDED that the
                  surviving or continuing or resulting corporation is a Domestic
                  Subsidiary of the Borrower which is a Subsidiary Guarantor and
                  a Wholly-Owned Subsidiary of the Borrower;

                           (iii) the merger, consolidation or amalgamation of
                  any Foreign Subsidiary of the Borrower with or into another
                  Foreign Subsidiary of the Borrower, PROVIDED that the
                  surviving or continuing or resulting corporation is a
                  Wholly-Owned Subsidiary of the Borrower;

                           (iv) the liquidation, winding up or dissolution of
                  (x) any Wholly-Owned Subsidiary of the Borrower; or (y) any
                  other Subsidiary of the Borrower in an Asset Sale permitted
                  under section 9.2(d); and

                           (v) the transfer or other disposition of any property
                  by the Borrower to any Wholly- Owned Subsidiary or by any
                  Subsidiary to the Borrower or any other Wholly-Owned
                  Subsidiary of the Borrower, regardless of whether such
                  intercompany transaction would constitutes an Asset Sale.

                 (b) OTHER MERGERS, ETC. INVOLVING THE BORROWER. The Borrower
         may consolidate or merge with any other corporation, or sell, transfer
         or otherwise dispose of all or substantially all of the property and
         assets of the Borrower and its Subsidiaries to any person, if (i) the
         surviving, continuing or resulting corporation of such merger or
         consolidation (if other than the Borrower) or the acquiring person
         unconditionally assumes the obligations of the Borrower under the
         Credit Documents pursuant to an assumption agreement in form and
         substance reasonably satisfactory to the Required Lenders, (ii) no
         Event of Default has occurred and is


                                       69
<PAGE>   74

         continuing or would result therefrom, (iii) no Change of Control would
         be occasioned thereby; and (iv) if any such merger or consolidation is
         entered into for the purpose of effecting an Acquisition, such
         Acquisition is permitted by section 9.2(c).

                 (c) ACQUISITIONS. The Target Acquisition shall be permitted to
         be completed as contemplated by section 6.1 hereof; and if no Default
         or Event of Default shall have occurred and be continuing or would
         result therefrom, the Borrower or any Subsidiary may make any
         Acquisition which is a Permitted Acquisition, PROVIDED that all of the
         conditions contained in the definition of the term Permitted
         Acquisition are satisfied.

                 (d) PERMITTED DISPOSITIONS. If no Default or Event of Default
         shall have occurred and be continuing or would result therefrom, the
         Borrower or any of its Subsidiaries may (i) sell any property, land or
         building (including any related receivables or other intangible assets)
         to any person which is not a Subsidiary of the Borrower, or (ii) sell
         the entire capital stock (or other equity interests) and Indebtedness
         of any Subsidiary owned by the Borrower or any other Subsidiary to any
         person which is not a Subsidiary of the Borrower, or (iii) permit any
         Subsidiary to be merged or consolidated with a person which is not an
         Affiliate of the Borrower, or (iv) consummate any other Asset Sale with
         a person who is not a Subsidiary of the Borrower; PROVIDED that:

                           (A) the consideration for such transaction represents
                  fair value (as determined by management of the Borrower), and
                  at least 80% of such consideration consists of cash,

                           (B) the cumulative aggregate consideration for all
                  such transactions completed during any fiscal year does not
                  exceed $25,000,000;

                           (C) in the case of any such transaction involving
                  consideration in excess of $10,000,000, at least five Business
                  Days prior to the date of completion of such transaction the
                  Borrower shall have delivered to the Administrative Agent an
                  officer's certificate executed on behalf of the Borrower by an
                  Authorized Officer of the Borrower, which certificate shall
                  contain (1) a description of the proposed transaction, the
                  date such transaction is scheduled to be consummated, the
                  estimated purchase price or other consideration for such
                  transaction, (2) a certification that no Default or Event of
                  Default has occurred and is continuing, or would result from
                  consummation of such transaction, and (3) which shall (if
                  requested by the Administrative Agent) include a certified
                  copy of the draft or definitive documentation pertaining
                  thereto; and

                           (D) contemporaneously with the completion of such
                  transaction the Borrower prepays its Loans as and to the
                  extent required by section 5.2 hereof.

                  (e) LEASES. The Borrower or any of its Subsidiaries may enter
         into leases of property or assets not constituting Acquisitions,
         PROVIDED such leases are not otherwise in violation of this Agreement.

                  (f) CAPITAL EXPENDITURES: The Borrower and it Subsidiaries
         shall be permitted to make any Consolidated Capital Expenditures,
         PROVIDED such Consolidated Capital Expenditures are not otherwise in
         violation of this Agreement.

                  (g) PERMITTED INVESTMENTS. The Borrower and it Subsidiaries
         shall be permitted to make the investments permitted pursuant to
         section 9.5.

To the extent any Collateral is sold, transferred or disposed of as permitted by
this section 9.2, (i) such Collateral shall be sold, transferred or disposed of
free and clear of the Liens created by the respective Security Documents; (ii)
if such Collateral includes all of the capital stock of a Subsidiary which is a
party to the Subsidiary Guaranty or whose stock is pledged pursuant to the
Pledge Agreement, such capital stock shall be released from the Pledge Agreement
and such Subsidiary shall be released from the Subsidiary Guaranty; and (iii)
the Administrative Agent and the Collateral Agent shall be authorized to take
actions deemed appropriate by them in order to effectuate the foregoing.


                                       70
<PAGE>   75

         9.3. LIENS. The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of any kind (real or personal, tangible or
intangible) of the Borrower or any such Subsidiary whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable or notes with or without
recourse to the Borrower or any of its Subsidiaries, other than for purposes of
collection of delinquent accounts in the ordinary course of business) or assign
any right to receive income, or file or permit the filing of any financing
statement under the UCC or any other similar notice of Lien under any similar
recording or notice statute, EXCEPT that the foregoing restrictions shall not
apply to:

                 (a) STANDARD PERMITTED LIENS: the Standard Permitted Liens;

                 (b) EXISTING LIENS, ETC.: Liens (i) in existence on the
         Effective Date which are listed, and the Indebtedness secured thereby
         and the property subject thereto on the Effective Date described, in
         Annex IV, or (ii) arising out of the refinancing, extension, renewal or
         refunding of any Indebtedness secured by any such Liens, PROVIDED that
         the principal amount of such Indebtedness is not increased and such
         Indebtedness is not secured by any additional assets;

                 (c) PURCHASE MONEY LIENS: Liens (i) which are placed upon fixed
         or capital assets, acquired, constructed or improved by the Borrower or
         any Subsidiary, PROVIDED that (A) such Liens secure Indebtedness
         permitted by section 9.4(c), (B) such Liens and the Indebtedness
         secured thereby are incurred prior to or within 120 days after such
         acquisition or the completion of such construction or improvement, (C)
         the Indebtedness secured thereby does not exceed 100% of the cost of
         acquiring, constructing or improving such fixed or capital assets; and
         (D) such Liens shall not apply to any other property or assets of the
         Borrower or any Subsidiary; or (ii) arising out of the refinancing,
         extension, renewal or refunding of any Indebtedness secured by any such
         Liens, PROVIDED that the principal amount of such Indebtedness is not
         increased and such Indebtedness is not secured by any additional
         assets; and

                 (d) LIENS ON ACQUIRED PROPERTIES: any Lien (i) existing on any
         property or asset prior to the acquisition thereof by the Borrower or
         any Subsidiary, or existing on any property or asset of any person that
         becomes a Subsidiary after the date hereof prior to the time such
         person becomes a Subsidiary; PROVIDED that (A) such Lien secures
         Indebtedness permitted by section 9.4(c), (B) such Lien is not created
         in contemplation of or in connection with such acquisition or such
         person becoming a Subsidiary, as the case may be, (C) such Lien shall
         not attach or apply to any other property or assets of the Borrower or
         any Subsidiary, (D) such Lien shall secure only those obligations which
         it secures on the date of such acquisition or the date such person
         becomes a Subsidiary, as the case may be; or (ii) arising out of the
         refinancing, extension, renewal or refunding of any Indebtedness
         secured by any such Liens, PROVIDED that the principal amount of such
         Indebtedness is not increased and such Indebtedness is not secured by
         any additional assets.

         9.4. INDEBTEDNESS. The Borrower will not, and will not permit any of
its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness of the Borrower or any of its Subsidiaries, except:

                 (a) CREDIT DOCUMENTS: Indebtedness incurred under this
         Agreement and the other Credit Documents;

                 (b) EXISTING INDEBTEDNESS: Existing Indebtedness; and any
         refinancing, extension, renewal or refunding of any such Existing
         Indebtedness not involving an increase in the principal amount thereof
         or a reduction of more than 10% in the remaining weighted average life
         to maturity thereof (computed in accordance with standard financial
         practice); PROVIDED that any Existing Indebtedness identified in Annex
         III or otherwise referred to in section 6.1 as being intended to be
         refinanced by Loans incurred hereunder or otherwise retired, may not be
         otherwise refinanced;

                  (c) CERTAIN PRIORITY DEBT: in addition to the Indebtedness
         which is permitted by the preceding clauses, the following additional
         Indebtedness:


                                       71
<PAGE>   76

                           (i)   Indebtedness consisting of Capital Lease
                  Obligations of the Borrower and its Subsidiaries,

                           (ii)  Indebtedness consisting of obligations under
                  Synthetic Leases of the Borrower and its Subsidiaries,

                           (iii) Indebtedness (other than the Obligations and
                  any Designated Hedge Agreements) secured by a Lien on any
                  property of the Borrower or any Subsidiary, and

                           (iv)  Indebtedness secured by a Lien referred to in
                  section 9.3(c) or 9.3(d), and

                           (v)   other Indebtedness of Subsidiaries of the
                  Borrower (exclusive of Indebtedness owed pursuant to any of
                  the Credit Documents, or to the Borrower or a Wholly-Owned
                  Subsidiary of the Borrower);

         PROVIDED that (A) at the time of any incurrence thereof after the date
         hereof, and after giving effect thereto, the Borrower would be in
         compliance with sections 9.7, 9.8 and 9.9, and no Event of Default
         shall have occurred and be continuing or would result therefrom; and
         (B) the aggregate outstanding principal amount (using Capitalized Lease
         Obligations in lieu of principal amount, in the case of any Capital
         Lease, and using the present value, based on the implicit interest
         rate, in lieu of principal amount, in the case of any Synthetic Lease)
         of Indebtedness permitted by this clause (c), shall not exceed
         $30,000,000 (which amount shall be automatically increased up to a
         maximum of $50,000,000, on a dollar for dollar basis if and to the
         extent that any of such Indebtedness shall have been incurred to
         finance a new corporate aircraft);

                  (d) INTERCOMPANY DEBT: the following: (i) unsecured
         Indebtedness of the Borrower owed to any of its Subsidiaries, PROVIDED
         such Indebtedness constitutes Subordinated Indebtedness; and (ii)
         unsecured Indebtedness of any of the Borrower's Subsidiaries to the
         Borrower or to another Subsidiary of the Borrower, representing loans
         or advances permitted by section 9.5 hereof;

                  (e) HEDGE AGREEMENTS: Indebtedness of the Borrower and its
         Subsidiaries under Hedge Agreements; and

                  (f) GUARANTY OBLIGATIONS: any Guaranty Obligations permitted
         by section 9.5.

         9.5. ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The
Borrower will not, and will not permit any of its Subsidiaries to, (1) lend
money or credit or make advances to any person, (2) purchase or acquire any
stock, obligations or securities of, or any other interest in, or make any
capital contribution to, or other investment in, any person, (3) create, acquire
or hold any Subsidiary, (4) be or become a party to any joint venture or
partnership, or (5) be or become obligated under any Guaranty Obligations (other
than those which may be created in favor of the Lenders and any other benefitted
creditors under any Designated Hedge Agreements pursuant to the Credit
Documents), except:

                  (a) the Borrower or any of its Subsidiaries may invest in cash
         and Cash Equivalents;

                  (b) any endorsement of a check or other medium of payment for
         deposit or collection, or any similar transaction in the normal course
         of business;

                  (c) the Borrower and its Subsidiaries may acquire and hold
         receivables owing to them in the ordinary course of business and
         payable or dischargeable in accordance with customary trade terms;

                  (d) investments acquired by the Borrower or any of its
         Subsidiaries (i) in exchange for any other investment held by the
         Borrower or any such Subsidiary in connection with or as a result of a
         bankruptcy, workout, reorganization or recapitalization of the issuer
         of such other investment, or (ii) as a result of a foreclosure by the
         Borrower or any of its Subsidiaries with respect to any secured
         investment or other transfer of title with respect to any secured
         investment in default;


                                       72
<PAGE>   77

                  (e) loans and advances to employees for business-related
         travel expenses, moving expenses, costs of replacement homes, business
         machines or supplies, automobiles and other similar expenses, in each
         case incurred in the ordinary course of business, shall be permitted;

                  (f) to the extent not permitted by the foregoing clauses, the
         existing loans, advances, investments and guarantees described on Annex
         V hereto;

                  (g) investments of the Borrower and its Subsidiaries in Hedge
         Agreements;

                  (h) existing investments in any Subsidiaries and any
         additional investments in any Subsidiary Guarantor;

                  (i) intercompany loans and advances made by the Borrower or
         any other Subsidiary to a Subsidiary which is both a Subsidiary
         Guarantor and a Domestic Subsidiary;

                  (j) intercompany loans and advances made after December 31,
         1999 by the Borrower or any Domestic Subsidiary to any Foreign
         Subsidiary, PROVIDED (1) no Default under section 10.1(a) or Event of
         Default has occurred and be continuing at the time any such loan or
         advance is made, and (2) the aggregate principal amount of all such
         loans and advances does not exceed $25,000,000 outstanding at any time,
         and PROVIDED, FURTHER, that all computations pursuant to this clause
         (j) shall be exclusive of (x) loans and advances made to Foreign
         Subsidiaries on or after the Closing Date which are intended to
         represent the intercompany financing of all or a portion of the
         purchase price for the Target Acquisition, (y) loans and advances
         representing an exchange or conversion of equity to debt, or other
         transfer, assumption, recognition, creation, reclassification or
         reallocation of equity and/or debt, which is effected in connection
         with a reorganization transaction among some or all of the Borrower's
         Foreign Subsidiaries, and on a noncash basis as far as the Borrower is
         concerned, and (z) loans and advances made for working capital
         requirements;

                  (k) the Acquisitions permitted by section 9.2; and loans,
         advances and investments of any person which are outstanding at the
         time such person becomes a Subsidiary of the Borrower as a result of an
         Acquisition permitted by section 9.2, but not any increase in the
         amount thereof;

                  (l) any unsecured Guaranty Obligation incurred by the Borrower
         or any Subsidiary with respect to (i) Indebtedness of a Wholly-Owned
         Subsidiary of the Borrower which is permitted under section 9.4 without
         restriction upon the ability of the Borrower or any Subsidiary to
         guarantee the same, or (ii) other obligations of a Wholly-Owned
         Subsidiary of the Borrower which are not prohibited by this Agreement;

                  (m) advances to any supplier who is not an Affiliate,
         consisting of prepayments for raw materials purchased for consumption
         or processing in the ordinary course of business and pursuant to
         arrangements designed to assure an adequate supply of such raw
         materials;

                  (n) any additional loans, advances or investments (whether in
         the form of cash or contribution of property, and if in the form of a
         contribution of property, such property shall be valued for purposes of
         this clause at the fair value thereof as reasonably determined by the
         Borrower) made after December 31, 1999, in or to The Weda Bay Project
         identified as a "subsequent event" in the notes to the Borrower's
         consolidated financial statements for its fiscal year ended December
         31, 1999, up to an aggregate of $20,000,000; and

                  (o) any other loans, advances, investments (whether in the
         form of cash or contribution of property, and if in the form of a
         contribution of property, such property shall be valued for purposes of
         this clause at the fair value thereof as reasonably determined by the
         Borrower) and Guaranty Obligations, in or to or for the benefit of, any
         corporation, partnership, limited liability company, joint venture or
         other business entity, which is not itself a Subsidiary of the Borrower
         or owned or controlled by any director, officer or employee of the
         Borrower or any of its Subsidiaries, not otherwise permitted by the
         foregoing clauses, made after December 31, 1999 (such loans, advances
         and investments and Guaranty Obligations, collectively, "BASKET
         INVESTMENTS AND GUARANTEES"), shall be permitted to be incurred if (i)
         no Event of Default shall have occurred


                                       73
<PAGE>   78

         and be continuing, or would result therefrom, and (ii) the aggregate
         cumulative amount of such Basket Investments and Guarantees (taking
         into account any repayments of loans or advances), does not exceed
         $20,000,000.

         9.6. DIVIDENDS AND OTHER RESTRICTED PAYMENTS. The Borrower will not,
and will not permit any of its Subsidiaries to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, EXCEPT:

                  (a) the Borrower may declare and pay or make dividends or
         other distributions with respect to any class of its capital stock
         which are payable solely in additional shares of its common stock (or
         warrants, options or other rights to acquire additional shares of its
         common stock);

                  (b) any Subsidiary of the Borrower may declare and pay or make
         dividends or distributions ratably with respect to its capital stock;

                  (c) the Borrower may make Restricted Payments pursuant to and
         in accordance with its existing stock option, stock purchase and other
         benefit plans of general application to management, directors or other
         employees of the Borrower and its Subsidiaries;

                  (d) the Borrower may, during any fiscal year, declare and pay
         cash dividends on its common stock, if immediately prior to and
         immediately after giving effect to such action (A) no Default under
         section 10.1(a) or Event of Default shall have occurred and be
         continuing, (B) the Borrower shall be in compliance with sections 9.8
         and 9.9, after giving pro forma effect to such action, and (C) the
         aggregate amount so expended during such fiscal year is not in excess
         of the greater of (x) $12,000,000, or (y) 25% of the Borrower's
         Consolidated Net Income (if positive) for the fiscal year to the end of
         the month preceding the date of payment; and

                  (e) the Borrower may, during any fiscal year, repurchase
         shares of its common stock in open market transactions or privately
         negotiated transactions, for cash consideration and for use in
         satisfying current and reasonably projected stock option and similar
         exercises by employees and/or directors under stock option, stock
         grant, stock purchase and similar plans, if immediately prior to and
         immediately after giving effect to such action (A) no Default under
         section 10.1(a) or Event of Default shall have occurred and be
         continuing, (B) the Borrower shall be in compliance with sections 9.8
         and 9.9, after giving pro forma effect to such action, and (C) in the
         case of the fiscal year ended December 31, 2000 only, the aggregate
         amount so expended during such fiscal year is not in excess of
         $20,000,000.

         9.7. CONSOLIDATED TOTAL DEBT/CONSOLIDATED EBITDA RATIO. Commencing on
June 30, 2000 and continuing thereafter, the Borrower will not at any time
permit the ratio of (i) the amount of its Consolidated Total Debt at such time
to (ii) its Consolidated EBITDA for its Testing Period most recently ended, to
exceed the ratio specified below for any Testing Period:

================================================================================
                       TESTING PERIOD                                  RATIO
================================================================================
           Testing Period ended June 30, 2000                      4.50 to 1.00
--------------------------------------------------------------------------------
           Testing Period ended September 30, 2000                 4.00 to 1.00
--------------------------------------------------------------------------------
           Testing Period ended December 31, 2000                  3.50 to 1.00
--------------------------------------------------------------------------------

                                       74
<PAGE>   79
================================================================================
                       TESTING PERIOD                                  RATIO
================================================================================
           Testing Period ended March 31, 2001                     3.50 to 1.00
--------------------------------------------------------------------------------
           Testing Period ended June 30, 2001                      3.50 to 1.00
--------------------------------------------------------------------------------
           Testing Period ended September 30, 2001                 3.25 to 1.00
--------------------------------------------------------------------------------
           Testing Period ended December 31, 2001                  3.25 to 1.00
--------------------------------------------------------------------------------
           Any Testing Period thereafter                           3.00 to 1.00
================================================================================

In computing its Consolidated EBITDA for any portion of a Testing Period prior
to the date the Target Acquisition was completed, the Borrower shall include on
a pro forma basis the appropriate financial items for the Target and the
business acquired in the Target Acquisition. Such inclusion shall be based on
the results of operations of the Target for the fiscal quarter or quarters
subsequent to the date the Target Acquisition is completed, annualized and
included as appropriate for the portion of the Testing Period prior to the date
the Target Acquisition was completed.

         9.8. CONSOLIDATED TOTAL DEBT/CONSOLIDATED TOTAL CAPITALIZATION RATIO.
The Borrower will not at any time permit the ratio, expressed as a percentage,
of (i) the amount of its Consolidated Total Debt at such time to (ii) its
Consolidated Total Capital, to exceed the ratio specified below:

================================================================================
                           PERIOD                                   RATIO
================================================================================
           Closing Date through December 31, 2000                  60.00%
--------------------------------------------------------------------------------
           January 1, 2001 through December 31, 2001               55.00%
--------------------------------------------------------------------------------
           January 1, 2002 and any time thereafter                 50.00%
================================================================================

         9.9. Fixed Charge Coverage Ratio. The Borrower will not permit its
Fixed Charge Coverage Ratio for any Testing Period to be less than the ratio
specified below:

================================================================================
                      Testing Period                                Ratio
================================================================================

           Testing Period consisting of the fiscal quarter ended   1.00 to 1.00
           June 30, 2000
--------------------------------------------------------------------------------

                                       75
<PAGE>   80
================================================================================
              Testing Period                                          Ratio
================================================================================
   Testing Period consisting of the two fiscal quarters ended      1.00 to 1.00
   September 30, 2000
--------------------------------------------------------------------------------
   Testing Period consisting of the three fiscal quarters ended    1.00 to 1.00
   December 31, 2000
--------------------------------------------------------------------------------
   Testing Period consisting of the four fiscal quarters ended     1.00 to 1.00
   March 31, 2001
--------------------------------------------------------------------------------
   Any Testing Period thereafter                                   1.10 to 1.00
================================================================================

         9.10. CERTAIN LEASES. The Borrower will not permit the aggregate
payments (excluding any property taxes, insurance or maintenance obligations
paid by the Borrower and its Subsidiaries as additional rent or lease payments)
by the Borrower and its Subsidiaries on a consolidated basis under agreements to
rent or lease any real or personal property for a period exceeding 12 months
(including any renewal or similar option periods), other than any leases
constituting Capital Leases or Synthetic Leases, to exceed $15,000,000 in any
fiscal year of the Borrower.

         9.11. LIMITATION ON CERTAIN RESTRICTIVE AGREEMENTS. The Borrower will
not, and will not permit any of its Subsidiaries to, directly or indirectly,
enter into, incur or permit to exist or become effective, any "negative pledge"
covenant or other agreement, restriction or arrangement that prohibits,
restricts or imposes any condition upon (a) the ability of the Borrower or any
Subsidiary to create, incur or suffer to exist any Lien upon any of its property
or assets as security for Indebtedness, or (b) the ability of any such
Subsidiary to pay dividends or make any other distributions on its capital stock
or any other interest or participation in its profits owned by the Borrower or
any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or
a Subsidiary of the Borrower, or to make loans or advances to the Borrower or
any of the Borrower's other Subsidiaries, or transfer any of its property or
assets to the Borrower or any of the Borrower's other Subsidiaries, EXCEPT for
such restrictions existing under or by reason of (i) applicable law, (ii) this
Agreement and the other Credit Documents, (iii) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest, (iv)
customary provisions restricting assignment of any licensing agreement entered
into in the ordinary course of business, (v) customary provisions restricting
the transfer or further encumbering of assets subject to Liens permitted under
section 9.3(b) or 9.3(c), (vi) restrictions contained in the Existing
Indebtedness Agreements as in effect on the Effective Date (and any similar
restrictions contained in any agreement governing any refinancing or refunding
thereof not prohibited by this Agreement), (vii) customary restrictions
affecting only a Subsidiary of the Borrower under any agreement or instrument
governing any of the Indebtedness of a Subsidiary permitted pursuant to 9.4,
(viii) restrictions affecting any Foreign Subsidiary of the Borrower under any
agreement or instrument governing any Indebtedness of such Foreign Subsidiary
permitted pursuant to 9.4, and customary restrictions contained in "comfort"
letters and guarantees of any such Indebtedness, (ix) any document relating to
Indebtedness secured by a Lien permitted by section 9.3, insofar as the
provisions thereof limit grants of junior liens on the assets securing such
Indebtedness, and (x) any Operating Lease or Capital Lease, insofar as the
provisions thereof limit grants of a security interest in, or other assignments
of, the related leasehold interest to any other person.

         9.12. PREPAYMENTS AND REFINANCINGS OF OTHER DEBT, ETC. The Borrower
will not, and will not permit any of its Subsidiaries to, make (or give any
notice in respect thereof) any voluntary or optional payment or prepayment or
redemption or acquisition for value of (including, without limitation, by way of
depositing with the trustee with respect thereto money or securities before due
for the purpose of paying when due) or exchange of, or refinance or refund, any
Indebtedness of the Borrower or its Subsidiaries which has an outstanding
principal balance (or Capitalized Lease Obligation, in the case of a Capital
Lease, or present value, based on the implicit interest rate, in the case of a
Synthetic Lease) greater than $1,000,000 (other than the Obligations and
intercompany loans and advances among the Borrower and its Subsidiaries);
PROVIDED that the Borrower or any Subsidiary may refinance or refund any such
Indebtedness if the aggregate principal amount thereof (or Capitalized Lease
Obligation, in the case of a Capital Lease, or present value,


                                       76
<PAGE>   81

based on the implicit interest rate, in the case of a Synthetic Lease) is not
increased and the weighted average life to maturity thereof (computed in
accordance with standard financial practice) is not reduced by more than 10%.

         9.13. TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will not
permit any Subsidiary to, enter into any transaction or series of transactions
with any Affiliate (other than, in the case of the Borrower, any Subsidiary, and
in the case of a Subsidiary, the Borrower or another Subsidiary) other than in
the ordinary course of business of and pursuant to the reasonable requirements
of the Borrower's or such Subsidiary's business and upon fair and reasonable
terms no less favorable to the Borrower or such Subsidiary than would obtain in
a comparable arm's-length transaction with a person other than an Affiliate,
except (i) sales of goods to an Affiliate for use or distribution outside the
United States which in the good faith judgment of the Borrower complies with any
applicable legal requirements of the Code, or (ii) agreements and transactions
with and payments to officers, directors and shareholders which are either (A)
entered into in the ordinary course of business and not prohibited by any of the
provisions of this Agreement, or (B) entered into outside the ordinary course of
business, approved by the directors or shareholders of the Borrower, and not
prohibited by any of the provisions of this Agreement.

         9.14. MODIFICATIONS OF TARGET ACQUISITION DOCUMENTS, ETC. The Borrower
will not enter into any material modification of any of the terms, conditions or
provisions of any of the Target Acquisition Documents, or grant any consent or
waiver of any of such terms, conditions or provisions, or release or discharge
any person from any material obligations thereunder. The Borrower will take all
reasonable actions to enforce the obligations of all other parties to any of the
Target Acquisition Documents, and will contemporaneously with the assertion or
resolution of any purchase price adjustment, or indemnity claim, made under any
Target Acquisition Document, provide the Administrative Agent and the Lenders
with written notice thereof, describing in reasonable detail the full
particulars thereof.

         9.15. PLAN TERMINATIONS, MINIMUM FUNDING, ETC. The Borrower will not,
and will not permit any ERISA Affiliate to, (i) terminate any Plan or Plans so
as to result in liability of the Borrower or any ERISA Affiliate to the PBGC in
excess of, in the aggregate, $5,000,000, (ii) permit to exist one or more events
or conditions which reasonably present a material risk of the termination by the
PBGC of any Plan or Plans with respect to which the Borrower or any ERISA
Affiliate would, in the event of such termination, incur liability to the PBGC
in excess of such amount in the aggregate, or (iii) fail to comply with the
minimum funding standards of ERISA and the Code with respect to any Plan.

         SECTION 10. EVENTS OF DEFAULT.

         10.1. Events of Default. Any of the following specified events shall
constitute an Event of Default (each an "EVENT OF DEFAULT"):

                 (a) PAYMENTS: the Borrower shall (i) default in the payment
         when due (whether at the Maturity Date, on a date fixed for a Scheduled
         Repayment, on a date on which a required prepayment is to be made, upon
         acceleration or otherwise) of any principal of the Loans or any
         reimbursement obligation in respect of any Unpaid Drawing; or (ii)
         default, and such default shall continue for five or more days, in the
         payment when due of any interest on the Loans or any Fees or any other
         amounts owing hereunder or under any other Credit Document; or

                 (b) REPRESENTATIONS, ETC.: any representation, warranty or
         statement made by the Borrower or any other Credit Party herein or in
         any other Credit Document or in any statement or certificate delivered
         or required to be delivered pursuant hereto or thereto shall prove to
         be untrue in any material respect on the date as of which made or
         deemed made; or

                  (c) CERTAIN COVENANTS: the Borrower shall default in the due
         performance or observance by it of any term, covenant or agreement
         contained in section 8.10(b), 8.11, 8.12(b) or 8.16, or sections 9.2
         through 9.10, inclusive, or section 9.15, of this Agreement; or


                                       77
<PAGE>   82

                 (d) OTHER COVENANTS: the Borrower shall default in the due
         performance or observance by it of any term, covenant or agreement
         contained in this Agreement or any other Credit Document, other than
         those referred to in section 10.1(a) or (b) or (c) above, and such
         default is not remedied within 30 days after the earlier of (i) an
         officer of the Borrower obtaining actual knowledge of such default and
         (ii) the Borrower receiving written notice of such default from the
         Administrative Agent or the Required Lenders (any such notice to be
         identified as a "notice of default " and to refer specifically to this
         paragraph); or

                 (e) CROSS DEFAULT UNDER OTHER AGREEMENTS: the Borrower or any
         of its Subsidiaries shall (i) default in any payment with respect to
         any Indebtedness (other than the Obligations) owed to any Lender, or
         having an aggregate unpaid principal amount (or Capitalized Lease
         Obligation, in the case of a Synthetic Lease, or present value, based
         on the implicit interest rate, in the case of a Synthetic Lease) of
         $5,000,000 or greater, and such default shall continue after the
         applicable grace period, if any, specified in the agreement or
         instrument relating to such Indebtedness, or (ii) default in the
         observance or performance of any agreement or condition relating to any
         such Indebtedness or contained in any instrument or agreement
         evidencing, securing or relating thereto (and all grace periods
         applicable to such observance, performance or condition shall have
         expired), 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 any such Indebtedness to
         become due prior to its stated maturity; or any such Indebtedness of
         the Borrower or any of its Subsidiaries shall be declared to be due and
         payable, or shall be required to be prepaid (other than by a regularly
         scheduled required prepayment or redemption, prior to the stated
         maturity thereof); or (iii) without limitation of the foregoing
         clauses, the Borrower or any of its Subsidiaries shall default in any
         payment obligation under a Designated Hedge Agreement, and such default
         shall continue after the applicable grace period, if any, specified in
         such Designated Hedge Agreement or any other agreement or instrument
         relating thereto; or

                 (f) OTHER CREDIT DOCUMENTS: the Subsidiary Guaranty or any
         Security Document (once executed and delivered) shall cease for any
         reason (other than termination in accordance with its terms) to be in
         full force and effect; or any Credit Party shall default in any payment
         obligation thereunder; or any Credit Party shall default in any
         material respect in the due performance and observance of any other
         obligation thereunder and such default shall continue unremedied for a
         period of at least 30 days after notice by the Administrative Agent or
         the Required Lenders; or any Credit Party shall (or seek to) disaffirm
         or otherwise limit its obligations thereunder otherwise than in strict
         compliance with the terms thereof; or

                 (g) JUDGMENTS: one or more judgments, orders or decrees shall
         be entered against the Borrower and/or any of its Subsidiaries
         involving a liability (other than a liability covered by insurance, as
         to which the carrier has adequate claims paying ability and has not
         effectively reserved its rights) of $5,000,000 or more in the aggregate
         for all such judgments, orders and decrees for the Borrower and its
         Subsidiaries, and any such judgments or orders or decrees shall not
         have been vacated, discharged or stayed or bonded pending appeal within
         30 days (or such longer period, not in excess of 60 days, during which
         enforcement thereof, and the filing of any judgment lien, is
         effectively stayed or prohibited) from the entry thereof; or

                 (h) BANKRUPTCY, ETC.:  any of the following shall occur:

                           (i) the Borrower, any of its Material Subsidiaries or
                  any other Credit Party (the Borrower and each of such other
                  persons, each a "PRINCIPAL PARTY") shall commence a voluntary
                  case concerning itself under Title 11 of the United States
                  Code entitled "Bankruptcy," as now or hereafter in effect, or
                  any successor thereto (the "BANKRUPTCY CODE"); or

                           (ii) an involuntary case is commenced against any
                  Principal Party under the Bankruptcy Code and the petition is
                  not controverted within 10 days, or is not dismissed within 60
                  days, after commencement of the case; or

                           (iii) a custodian (as defined in the Bankruptcy Code)
                  is appointed for, or takes charge of, all or substantially all
                  of the property of any Principal Party; or


                                       78
<PAGE>   83

                           (iv) any Principal Party commences (including by way
                  of applying for or consenting to the appointment of, or the
                  taking of possession by, a rehabilitator, receiver, custodian,
                  trustee, CONSERVATOR or liquidator (collectively, a
                  "conservator") of itself or all or any substantial portion of
                  its property) any other proceeding under any reorganization,
                  arrangement, adjustment of debt, relief of debtors,
                  dissolution, insolvency, liquidation, rehabilitation,
                  conservatorship or similar law of any jurisdiction whether now
                  or hereafter in effect relating to such Principal Party; or

                           (v) any such proceeding is commenced against any
                  Principal Party to the extent such proceeding is consented by
                  such person or remains undismissed for a period of 60 days; or

                           (vi) any Principal Party is adjudicated insolvent or
                  bankrupt; or

                           (vii) any order of relief or other order approving
                  any such case or proceeding is entered; or

                           (viii) any Principal Party suffers any appointment of
                  any conservator or the like for it or any substantial part of
                  its property which continues undischarged or unstayed for a
                  period of 60 days; or

                           (ix) any Principal Party makes a general assignment
                  for the benefit of creditors; or

                           (x) any corporate (or similar organizational) action
                  is taken by any Principal Party for the purpose of effecting
                  any of the foregoing; or

                 (i) ERISA: (i) any of the events described in clauses (i)
         through (viii) of section 8.1(f) shall have occurred; or (ii) there
         shall result from any such event or events the imposition of a lien,
         the granting of a security interest, or a liability or a material risk
         of incurring a liability; and (iii) any such event or events or any
         such lien, security interest or liability, individually, and/or in the
         aggregate, in the opinion of the Required Lenders, has had, or could
         reasonably be expected to have, a Material Adverse Effect.

         10.2. ACCELERATION, ETC. Upon the occurrence of any Event of Default,
and at any time thereafter, if any Event of Default shall then be continuing,
the Administrative Agent shall, upon the written request of the Required
Lenders, by written notice to the Borrower, take any or all of the following
actions, without prejudice to the rights of the Administrative Agent, the
Collateral Agent or any Lender to enforce its claims against the Borrower or any
other Credit Party in any manner permitted under applicable law:

                  (a) declare the Total Commitment terminated, whereupon the
         Commitment of each Lender shall forthwith terminate immediately without
         any other notice of any kind;

                  (b) declare the principal of and any accrued interest in
         respect of all Loans, all Unpaid Drawings and all other Obligations
         owing hereunder and under the other Credit Documents, to be, whereupon
         the same shall become, forthwith due and payable without presentment,
         demand, protest or other notice of any kind, all of which are hereby
         waived by the Borrower;

                  (c) terminate any Letter of Credit which may be terminated in
         accordance with its terms;

                  (d) direct the Borrower to pay (and the Borrower hereby agrees
         that on receipt of such notice or upon the occurrence of an Event of
         Default with respect to the Borrower under section 10.1(h), it will
         pay) to the Collateral Agent an amount of cash equal to the aggregate
         Stated Amount of all Letters of Credit then outstanding (such amount to
         be held as security for the Borrower's and any other Letter of Credit
         Obligor's reimbursement obligations in respect thereof); and/or

                  (e) exercise any other right or remedy available under any of
         the Credit Documents or applicable law;


                                       79
<PAGE>   84

PROVIDED that, if an Event of Default specified in section 10.1(h) shall occur
with respect to the Borrower, the result which would occur upon the giving of
written notice by the Administrative Agent as specified in clauses (a) and/or
(b) above shall occur automatically without the giving of any such notice.

         10.3. APPLICATION OF LIQUIDATION PROCEEDS. All monies received by the
Administrative Agent, the Collateral Agent or any Lender from the exercise of
remedies hereunder or under the other Credit Documents or under any other
documents relating to this Agreement shall, unless otherwise required by the
terms of the other Credit Documents or by applicable law, be applied as follows:

                  (i) FIRST, to the payment of all expenses (to the extent not
         otherwise paid by the Borrower or any of the other Credit Parties)
         incurred by the Administrative Agent and the Lenders in connection with
         the exercise of such remedies, including, without limitation, all
         reasonable costs and expenses of collection, reasonable documented
         attorneys' fees, court costs and any foreclosure expenses;

                  (ii) SECOND, to the payment PRO RATA of interest then accrued
         on the outstanding Loans;

                  (iii) THIRD, to the payment PRO RATA of any fees then accrued
         and payable to the Administrative Agent, any Letter of Credit Issuer or
         any Lender under this Agreement in respect of the Loans or the Letter
         of Credit Outstandings;

                  (iv) FOURTH, to the payment PRO RATA of (A) the principal
         balance then owing on the outstanding Loans, (B) the amounts then due
         under Designated Hedge Agreements to creditors of the Borrower or any
         Subsidiary, subject to confirmation by the Administrative Agent of any
         calculations of termination or other payment amounts being made in
         accordance with normal industry practice, and (C) the Stated Amount of
         the Letter of Credit Outstandings (to be held and applied by the
         Collateral Agent as security for the reimbursement obligations in
         respect thereof);

                  (v) FIFTH, to the payment to the Lenders of any amounts then
         accrued and unpaid under sections 2.9, 2.10, 3.5 and 5.4 hereof, and if
         such proceeds are insufficient to pay such amounts in full, to the
         payment of such amounts PRO RATA;

                  (vi) SIXTH, to the payment PRO RATA of all other amounts owed
         by the Borrower to the Administrative Agent, to any Letter of Credit
         Issuer or any Lender under this Agreement or any other Credit Document,
         and to any counterparties under Designated Hedge Agreements of the
         Borrower and its Subsidiaries, and if such proceeds are insufficient to
         pay such amounts in full, to the payment of such amounts PRO RATA; and

                  (vii) FINALLY, any remaining surplus after all of the
         Obligations have been paid in full, to the Borrower or to whomsoever
         shall be lawfully entitled thereto.

         SECTION 11. THE ADMINISTRATIVE AGENT.

         11.1. APPOINTMENT. Each Lender hereby irrevocably designates and
appoints NCB as Administrative Agent (such term to include, for the purposes of
this section 11, NCB acting as Collateral Agent) to act as specified herein and
in the other Credit Documents, and each such Lender hereby irrevocably
authorizes NCB as the Administrative Agent for such Lender, to take such action
on its behalf under the provisions of this Agreement and the other Credit
Documents and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement and the
other Credit Documents, together with such other powers as are reasonably
incidental thereto. The Administrative Agent agrees to act as such upon the
express conditions contained in this section 11. Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein or
in the other Credit Documents, nor any fiduciary relationship with any Lender,
and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall



                                       80
<PAGE>   85

be read into this Agreement or otherwise exist against the Administrative Agent.
The provisions of this section 11 are solely for the benefit of the
Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries
shall not have any rights as a third party beneficiary of any of the provisions
hereof. In performing its functions and duties under this Agreement, the
Administrative Agent shall act solely as agent of the Lenders and does not
assume and shall not be deemed to have assumed any obligation or relationship of
agency or trust with or for the Borrower or any of its Subsidiaries.

         11.2. DELEGATION OF DUTIES. The Administrative Agent may execute any of
its duties under this Agreement or any other Credit Document by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care except to the extent
otherwise required by section 11.3.

         11.3. EXCULPATORY PROVISIONS. Neither the Administrative Agent nor any
of its respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such person under or in connection with this Agreement (except
for its or such person's own gross negligence or willful misconduct) or (ii)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Borrower or of its Subsidiaries or any
of their respective officers contained in this Agreement, any other Credit
Document or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Credit Document or for any failure
of the Borrower or any Subsidiary of the Borrower or any of their respective
officers to perform its obligations hereunder or thereunder. The Administrative
Agent shall not be under any obligation to any Lender to ascertain or to inquire
as to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement, or to inspect the properties, books or records of
the Borrower or any of its Subsidiaries. The Administrative Agent shall not be
responsible to any Lender for the effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of this Agreement or any Credit
Document or for any representations, warranties, recitals or statements made
herein or therein or made in any written or oral statement or in any financial
or other statements, instruments, reports, certificates or any other documents
in connection herewith or therewith furnished or made by the Administrative
Agent to the Lenders or by or on behalf of the Borrower or any of its
Subsidiaries to the Administrative Agent or any Lender or be required to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained herein or therein or
as to the use of the proceeds of the Loans or of the existence or possible
existence of any Default or Event of Default.

         11.4. RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any note,
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, facsimile transmission, telex or teletype message, statement, order or
other document or conversation believed by it, in good faith, to be genuine and
correct and to have been signed, sent or made by the proper person or persons
and upon advice and statements of legal counsel (including, without limitation,
counsel to the Borrower or any of its Subsidiaries), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Credit Document unless it shall first receive such advice
or concurrence of the Required Lenders as it deems appropriate or it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
other Credit Documents in accordance with a request of the Required Lenders (or
all of the Lenders, or all of the Lenders (other than any Defaulting Lender), as
applicable, as to any matter which, pursuant to section 12.12, can only be
effectuated with the consent of all Lenders, or all Lenders (other than any
Defaulting Lender), as the case may be), and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders.

         11.5. NOTICE OF DEFAULT. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give prompt notice thereof to the Lenders. The Administrative Agent shall take
such action with respect


                                       81
<PAGE>   86

to such Default or Event of Default as shall be reasonably directed by the
Required Lenders, provided that unless and until the Administrative Agent shall
have received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

         11.6. NON-RELIANCE. Each Lender expressly acknowledges that neither the
Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates have made any representations or warranties to
it and that no act by the Administrative Agent hereinafter taken, including any
review of the affairs of the Borrower or any of its Subsidiaries, shall be
deemed to constitute any representation or warranty by the Administrative Agent
to any Lender. Each Lender represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent, or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
assets, operations, property, financial and other conditions, prospects and
creditworthiness of the Borrower and its Subsidiaries and made its own decision
to make its Loans hereunder and enter into this Agreement. Each Lender also
represents that it will, independently and without reliance upon the
Administrative Agent, or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement, and to make such investigation as it deems necessary to inform
itself as to the business, assets, operations, property, financial and other
conditions, prospects and creditworthiness of the Borrower and its Subsidiaries.
The Administrative Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business,
operations, assets, property, financial and other conditions, prospects or
creditworthiness of the Borrower or any of its Subsidiaries which may come into
the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

         11.7. INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent in its capacity as such ratably according to their
respective Loans and Percentages of the Unutilized Total Commitment, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, reasonable expenses or disbursements of any
kind whatsoever which may at any time (including, without limitation, at any
time following the payment of the Obligations) be imposed on, incurred by or
asserted against the Administrative Agent in its capacity as such in any way
relating to or arising out of this Agreement or any other Credit Document, or
any documents contemplated by or referred to herein or the transactions
contemplated hereby or any action taken or omitted to be taken by the
Administrative Agent under or in connection with any of the foregoing, but only
to the extent that any of the foregoing is not paid by the Borrower, PROVIDED
that no Lender shall be liable to the Administrative Agent for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements to the extent
resulting solely from the Administrative Agent's gross negligence or willful
misconduct. If any indemnity furnished to the Administrative Agent for any
purpose shall, in the opinion of the Administrative Agent, be insufficient or
become impaired, the Administrative Agent may call for additional indemnity and
cease, or not commence, to do the acts indemnified against until such additional
indemnity is furnished. The agreements in this section 11.7 shall survive the
payment of all Obligations.

         11.8. THE ADMINISTRATIVE AGENT IN INDIVIDUAL CAPACITY. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower, its Subsidiaries
and their Affiliates as though not acting as Administrative Agent hereunder.
With respect to the Loans made by it and all Obligations owing to it, the
Administrative Agent shall have the same rights and powers under this Agreement
as any Lender and may exercise the same as though it were not the Administrative
Agent, and the terms "Lender" and "Lenders" shall include the Administrative
Agent in its individual capacity.

         11.9. SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as the Administrative Agent upon not less than 20 Business Days' notice
to the Lenders and the Borrower. The Administrative Agent may be removed as the
Administrative Agent for cause upon not less than 20 Business Days' notice to
the Administrative Agent and the Borrower from the Required Lenders. The
Required Lenders shall appoint from among the Lenders a successor Administrative
Agent for the Lenders, subject to prior approval by the Borrower if no Event of
Default has occurred and is continuing (such approval not to be unreasonably
withheld or delayed), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall include such successor agent effective upon its
appointment, and the resigning or removed Administrative Agent's rights,


                                       82
<PAGE>   87

powers and duties as the Administrative Agent shall be terminated, without any
other or further act or deed on the part of such former Administrative Agent or
any of the parties to this Agreement. After the retiring or removed
Administrative Agent's resignation or removal hereunder as the Administrative
Agent, the provisions of this section 11 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement.

         11.10. OTHER AGENTS. Any Lender identified herein as a Co-Agent,
Syndication Agent, Documentation Agent, Managing Agent, Manager, Lead Arranger,
Arranger or any other corresponding title, other than "Administrative Agent" or
"Collateral Agent", shall have no right, power, obligation, liability,
responsibility or duty under this Agreement or any other Credit Document except
those applicable to all Lenders as such. Each Lender acknowledges that it has
not relied, and will not rely, on any Lender so identified in deciding to enter
into this Agreement or in taking or not taking any action hereunder.

         SECTION 12.   MISCELLANEOUS.

         12.1. PAYMENT OF EXPENSES ETC. (a) Whether or not the transactions
contemplated hereby are consummated, the Borrower agrees to pay (or reimburse
the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers for)
all reasonable out-of-pocket costs and expenses of the Administrative Agent, the
Collateral Agent and the Joint Lead Arrangers in connection with the
negotiation, preparation, execution and delivery of the Credit Documents and the
documents and instruments referred to therein, including, without limitation,
the reasonable fees and disbursements of Jones, Day, Reavis & Pogue, special
counsel to the Administrative Agent.

         (b) The Borrower agrees to pay (or reimburse the Joint Lead Arrangers
for) all reasonable out-of-pocket costs and expenses of the Joint Lead Arrangers
in connection with the syndication prior to the Effective Date of the
Commitments of the other Lenders hereunder, including, without limitation, the
reasonable fees and disbursements of internal or special counsel for any of such
persons.

         (c) The Borrower agrees to pay (or reimburse the Administrative Agent,
the Lenders and their Affiliates for) all reasonable out-of-pocket costs and
expenses of the Administrative Agent, the Lenders and their Affiliates in
connection with any amendment, waiver or consent relating to any of the Credit
Documents which is requested by any Credit Party, including, without limitation,
the reasonable fees and disbursements of Jones, Day, Reavis & Pogue, special
counsel to the Administrative Agent.

         (d) The Borrower agrees to pay (or reimburse the Administrative Agent,
the Lenders and their Affiliates for) all reasonable out-of-pocket costs and
expenses of the Administrative Agent, the Lenders and their Affiliates in
connection with the enforcement of any of the Credit Documents or the other
documents and instruments referred to therein, including, without limitation,
(i) the reasonable fees and disbursements of Jones, Day, Reavis & Pogue, special
counsel to the Administrative Agent, and (ii) the reasonable fees and
disbursements of any individual counsel to any Lender (including allocated costs
of internal counsel).

         (e) Without limitation of the preceding section 12.1(d), in the event
of the bankruptcy, insolvency, rehabilitation or other similar proceeding in
respect of the Borrower or any of its Subsidiaries, the Borrower agrees to pay
all costs of collection and defense, including reasonable attorneys' fees in
connection therewith and in connection with any appellate proceeding or
post-judgment action involved therein, which shall be due and payable together
with all required service or use taxes.

         (f) The Borrower agrees to pay and hold the Administrative Agent, the
Collateral Agent and each of the Lenders harmless from and against any and all
present and future stamp and other similar taxes with respect to the foregoing
matters and save each such Agent and each of the Lenders harmless from and
against any and all liabilities with respect to or resulting from any delay or
omission (other than to the extent attributable to any such indemnified person)
to pay such taxes.


                                       83
<PAGE>   88

         (g) The Borrower agrees to indemnify the Administrative Agent, the
Collateral Agent, the Joint Lead Arrangers, each other Agent, each Lender, and
their respective officers, directors, trustees, employees, representatives,
agents and Affiliates (collectively, the "INDEMNITEES") from and hold each of
them harmless against any and all losses, liabilities, claims, damages or
expenses reasonably incurred by any of them as a result of, or arising out of,
or in any way related to, or by reason of

                  (i) any investigation, litigation or other proceeding (whether
         or not any Lender is a party thereto) related to the entering into
         and/or performance of any Credit Document or the use of the proceeds of
         any Loans hereunder or the consummation of any transactions
         contemplated in any Credit Document, other than any such investigation,
         litigation or proceeding arising out of transactions solely between any
         of the Lenders or the Administrative Agent, transactions solely
         involving the assignment by a Lender of all or a portion of its Loans
         and Commitments, or the granting of participations therein, as provided
         in this Agreement, or arising solely out of any examination of a Lender
         by any regulatory or other governmental authority having jurisdiction
         over it, or

                  (ii) the actual or alleged presence of Hazardous Materials in
         the air, surface water or groundwater or on the surface or subsurface
         of any Real Property owned, leased or at any time operated by the
         Borrower or any of its Subsidiaries, the release, generation, storage,
         transportation, handling or disposal of Hazardous Materials at any
         location, whether or not owned or operated by the Borrower or any of
         its Subsidiaries, if the Borrower or any such Subsidiary could have or
         is alleged to have any responsibility in respect thereof, the non-
         compliance of any such Real Property with foreign, federal, state and
         local laws, regulations and ordinances (including applicable permits
         thereunder) applicable thereto, or any Environmental Claim asserted
         against the Borrower or any of its Subsidiaries, in respect of any such
         Real Property,

including, in each case, without limitation, the reasonable documented fees and
disbursements of counsel incurred in connection with any such investigation,
litigation or other proceeding (but excluding any such losses, liabilities,
claims, damages or expenses to the extent incurred by reason of the gross
negligence or willful misconduct of the person to be indemnified or of any other
Indemnitee who is such person or an Affiliate of such person). To the extent
that the undertaking to indemnify, pay or hold harmless any person set forth in
the preceding sentence may be unenforceable because it is violative of any law
or public policy, the Borrower shall make the maximum contribution to the
payment and satisfaction of each of the indemnified liabilities which is
permissible under applicable law.

         12.2. RIGHT OF SETOFF. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, each Lender is hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to the Borrower
or to any other person, any such notice being hereby expressly waived, to set
off and to appropriate and apply any and all deposits (general or special) and
any other Indebtedness at any time held or owing by such Lender (including,
without limitation, by branches, agencies and Affiliates of such Lender wherever
located) to or for the credit or the account of the Borrower against and on
account of the Obligations and liabilities of the Borrower to such Lender under
this Agreement or under any of the other Credit Documents, including, without
limitation, all interests in Obligations the Borrower purchased by such Lender
pursuant to section 12.4(c), and all other claims of any nature or description
arising out of or connected with this Agreement or any other Credit Document,
irrespective of whether or not such Lender shall have made any demand hereunder
and although said Obligations, liabilities or claims, or any of them, shall be
contingent or unmatured. Each Lender agrees to promptly notify the Borrower
after any such set off and application, PROVIDED, HOWEVER, that the failure to
give such notice shall not affect the validity of such set off and application.

         12.3. NOTICES. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile or electronic e-mail transmission or
cable communication) and mailed, telegraphed, telexed, transmitted, cabled or
delivered, if to the Borrower, at 3800 Terminal Tower, Cleveland, Ohio 44113,
attention: James M. Materna, Chief Financial Officer (facsimile: (216)
781-0902); if to any Lender at its address specified for such Lender on Annex I
hereto or the Assignment Agreement pursuant to which it became a Lender
hereunder; if to the Administrative Agent, at its Notice Office; or at such
other address as shall be designated by any party in a written notice to the
other parties hereto. All such notices and communications shall be


                                       84
<PAGE>   89

mailed, telegraphed, telexed, transmitted via facsimile or electronic e-mail,
cabled or sent by overnight courier, and shall be effective when received.

         12.4. BENEFIT OF AGREEMENT. (a) SUCCESSORS AND ASSIGNS GENERALLY. This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors and assigns, PROVIDED that
the Borrower may not assign or transfer any of its rights or obligations
hereunder without the prior written consent of all the Lenders (other than any
Defaulting Lender), and, PROVIDED, FURTHER, that any assignment by a Lender of
its rights and obligations hereunder shall be effected in accordance with
section 12.4(c).

         (b) PARTICIPATIONS. Notwithstanding the foregoing, each Lender may at
any time grant participations in any of its rights hereunder or under any of the
Notes to (x) another Lender that is not a Defaulting Lender or to an Affiliate
of such Lender which is a commercial bank, financial institution or other
"accredited investor" (as defined in SEC Regulation D), and (y) one or more
Eligible Transferees, PROVIDED that in the case of any such participation,

                  (i) the participant shall not have any rights under this
         Agreement or any of the other Credit Documents, including rights of
         consent, approval or waiver (the participant's rights against such
         Lender in respect of such participation to be those set forth in the
         agreement executed by such Lender in favor of the participant relating
         thereto),

                  (ii) such Lender's obligations under this Agreement
         (including, without limitation, its Commitment hereunder) shall remain
         unchanged,

                  (iii) such Lender shall remain solely responsible to the other
         parties hereto for the performance of such obligations,

                  (iv) such Lender shall remain the holder of any Note for all
         purposes of this Agreement, and

                  (v) the Borrower, the Administrative Agent, and the other
         Lenders shall continue to deal solely and directly with the selling
         Lender in connection with such Lender's rights and obligations under
         this Agreement, and all amounts payable by the Borrower hereunder shall
         be determined as if such Lender had not sold such participation, except
         that the participant shall be entitled to the benefits of sections 2.9
         and 2.10 of this Agreement to the extent that such Lender would be
         entitled to such benefits if the participation had not been entered
         into or sold,

and, PROVIDED FURTHER, that no Lender shall transfer, grant or sell any
participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (1) change any date upon which a
mandatory and automatic reduction in any Commitment in which such Participant is
participating is scheduled to be made, or change the amount thereof, (2) change
any date upon which an installment payment of any Loans in which such
Participant is participating is scheduled to be made, or change the amount
thereof, (3) change any date upon which a reimbursement obligation in respect of
a Letter of Credit or Unpaid Drawing in which such Participant is participating
is scheduled to be made, or change the amount thereof, (4) extend the final
scheduled maturity of the Loans in which such participant is participating (it
being understood that any waiver of the making of, or the application of, any
mandatory prepayment to such Loans shall not constitute an extension of the
final maturity date thereof), (5) reduce the rate or extend the time of payment
of interest or Fees on any such Loan or Commitment (except in connection with a
waiver of the applicability of any post-default increase in interest rates), (6)
reduce the principal amount of any such Loan, (7) increase such participant's
participating interest in any Commitment over the amount thereof then in effect,
(8) extend the expiration or termination of any Letter of Credit beyond the
scheduled expiration of any Commitment with respect thereto in which such
participant is participating, (9) release any Credit Party from its obligations
under the Subsidiary Guaranty, except strictly in accordance with the provisions
of the Credit Documents, (10) release all or any substantial portion of the
Collateral, in each case except strictly in accordance with the provisions of
the Credit Documents, or (11) consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement.


                                       85
<PAGE>   90

         (c) ASSIGNMENTS BY LENDERS. Notwithstanding the foregoing, (x) any
Lender may assign all or a fixed portion of its Loans and/or Commitment, and its
rights and obligations hereunder, which does not have to be PRO RATA among the
Facilities, to another Lender that is not a Defaulting Lender, or to an
Affiliate of any Lender (including itself) and which is not a Defaulting Lender
and which is a commercial bank, financial institution or other "accredited
investor" (as defined in SEC Regulation D), and (y) any Lender may assign all,
or if less than all, a fixed portion, equal to at least $1,000,000 in the
aggregate for the assigning Lender or assigning Lenders, of its Loans and/or
Commitment and its rights and obligations hereunder, which does not have to be
PRO RATA among the Facilities, to one or more Eligible Transferees, each of
which assignees shall become a party to this Agreement as a Lender by execution
of an Assignment Agreement, PROVIDED that

                  (i) in the case of any assignment of a portion of any Loans
         and/or Commitment of a Lender, such Lender shall retain a minimum fixed
         portion of all Loans and Commitments equal to at least $1,000,000,

                  (ii) at the time of any such assignment the Lender Register
         shall be deemed modified to reflect the Commitments of such new Lender
         and of the existing Lenders,

                  (iii) upon surrender of the old Notes, new Notes will be
         issued, at the Borrower's expense, to such new Lender and to the
         assigning Lender, such new Notes to be in conformity with the
         requirements of section 2.5 (with appropriate modifications) to the
         extent needed to reflect the revised Commitments,

                  (iv) in the case of clause (y) only, the consent of the
         Administrative Agent and the Joint Lead Arrangers shall be required in
         connection with any such assignment (which consent shall not be
         unreasonably withheld or delayed),

                  (v) in the case of any assignment of all or any portion of a
         Revolving Commitment to any person, other than another Lender that is
         not a Defaulting Lender, the consent of each Letter of Credit Issuer
         shall be required in connection with any such assignment (which consent
         shall not be unreasonably withheld or delayed), and

                  (vi) the Administrative Agent shall receive at the time of
         each such assignment, from the assigning or assignee Lender, the
         payment of a non-refundable assignment fee of $3,500,

and, PROVIDED FURTHER, that such transfer or assignment will not be effective
until the Assignment Agreement in respect thereof is recorded by the
Administrative Agent on the Lender Register maintained by it as provided herein.

         To the extent of any assignment pursuant to this section 12.4(c) the
assigning Lender shall be relieved of its obligations hereunder with respect to
its assigned Commitments.

         At the time of each assignment pursuant to this section 12.4(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) for Federal
income tax purposes, the respective assignee Lender shall provide to the
Borrower and the Administrative Agent the appropriate Internal Revenue Service
Forms (and, if applicable a Section 5.4(b)(ii) Certificate) described in section
5.4(b). To the extent that an assignment of all or any portion of a Lender's
Commitment and related outstanding Obligations pursuant to this section 12.4(c)
would, at the time of such assignment, result in increased costs under section
2.9 from those being charged by the respective assigning Lender prior to such
assignment, then the Borrower shall not be obligated to pay such increased costs
(although the Borrower shall be obligated to pay any other increased costs of
the type described above resulting from changes after the date of the respective
assignment).

         Nothing in this section 12.4(c) shall prevent or prohibit (i) any
Lender which is a bank, trust company or other financial institution from
pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings
made by such Lender from such Federal Reserve Bank, or (ii) any Lender which is
a trust, limited liability company, partnership or other investment company from
pledging its Notes or Loans to a trustee or agent for the benefit of holders of
certificates or debt securities issued by it. No such pledge, or any assignment
pursuant to or in lieu of an enforcement of such a pledge, shall relieve the
transferor Lender from its obligations hereunder.


                                       86
<PAGE>   91

         (d) NO SEC REGISTRATION OR BLUE SKY COMPLIANCE. Notwithstanding any
other provisions of this section 12.4, no transfer or assignment of the
interests or obligations of any Lender hereunder or any grant of participation
therein shall be permitted if such transfer, assignment or grant would require
the Borrower to file a registration statement with the SEC or to qualify the
Loans under the "Blue Sky" laws of any State.

         (e) REPRESENTATIONS OF LENDERS. Each Lender initially party to this
Agreement hereby represents, and each person that became a Lender pursuant to an
assignment permitted by this section 12.4 will, upon its becoming party to this
Agreement, represent that it is a commercial lender, other financial institution
or other "accredited" investor (as defined in SEC Regulation D) which makes or
acquires loans in the ordinary course of its business and that it will make or
acquire Loans for its own account in the ordinary course of such business,
PROVIDED that subject to the preceding sections 12.4(b) and (c), the disposition
of any promissory notes or other evidences of or interests in Indebtedness held
by such Lender shall at all times be within its exclusive control.

         (f) GRANTS BY LENDERS TO SPVs. (i) Notwithstanding anything to the
contrary contained herein, any Lender, (a "DESIGNATING LENDER") may grant to a
special purpose funding vehicle (an "SPV"), identified as such in writing from
time to time by the Designating Lender to the Administrative Agent, the Borrower
and the other Lenders, the option to provide to the Borrower all or any part of
any Loan that such Designating Lender would otherwise be obligated to make to
the Borrower pursuant to this Agreement; PROVIDED that (i) nothing herein shall
constitute a commitment by any SPV to make any Loan, (ii) if an SPV elects not
to exercise such option or otherwise fails to provide all or any part of such
Loan, the Designating Lender shall be obligated to make such Loan pursuant to
the terms hereof, and (iii) the Designating Lender shall remain liable for any
indemnity or other payment obligation with respect to its Commitment hereunder.
The making of a Loan by an SPV hereunder shall utilize the Commitment of the
Designating Lender to the same extent, and as if, such Loan were made by such
Designating Lender.

         (ii) As to any Loans or portion thereof made by it, each SPV shall have
all the rights that a Lender making such Loans or portion thereof would have had
under this Agreement; PROVIDED, HOWEVER, that each SPV shall have granted to its
Designating Lender an irrevocable power of attorney, to deliver and receive all
communications and notices under this Agreement (and any other Credit Documents)
and to exercise on such SPV's behalf, all of such SPV's voting rights under this
Agreement. No additional Note shall be required to evidence the Loans or portion
thereof made by an SPV; and the related Designating Lender shall be deemed to
hold its Note as agent for such SPV to the extent of the Loans or portion
thereof funded by such SPV. In addition, any payments for the account of any SPV
shall be paid to its Designating Lender as agent for such SPV.

         (iii) Each party hereto hereby agrees that no SPV shall be liable for
any indemnity or payment under this Agreement for which a Lender would otherwise
be liable. In furtherance of the foregoing, each party hereto hereby agrees
(which agreement shall survive the termination of this Agreement) that, prior to
the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPV, it will
not institute against, or join any other person in instituting against, such SPV
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof.

         (iv) In addition, notwithstanding anything to the contrary contained in
this section 12.4, any SPV may (A) with notice to, but without the prior written
consent of, the Borrower and the Administrative Agent and without paying any
processing fee therefor, assign all or a portion of its interests in any Loans
to the Designating Lender or to any financial institutions providing liquidity
and/or credit support to or for the account of such SPV to support the funding
or maintenance of Loans and (B) disclose on a confidential basis any non-public
information relating to its Loans to any rating agency, commercial paper dealer
or provider of any surety, guarantee or credit or liquidity enhancements to such
SPV. This section 12.4(f) may not be amended without the written consent of any
Designating Lender affected thereby.

         12.5. NO WAIVER: REMEDIES CUMULATIVE. No failure or delay on the part
of the Administrative Agent or any Lender in exercising any right, power or
privilege hereunder or under any other Credit Document and no course of dealing
between the Borrower and the Administrative Agent or any Lender shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, power
or privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. No notice to or demand on the Borrower in any case
shall entitle the Borrower to any other or further notice or demand in similar


                                       87
<PAGE>   92

or other circumstances or constitute a waiver of the rights of the
Administrative Agent or the Lenders to any other or further action in any
circumstances without notice or demand. Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be
construed as a waiver of any Default or Event of Default, regardless of whether
the Administrative Agent, any Lender or the Letter of Credit Issuer may have had
notice or knowledge of such Default or Event of Default at the time. The rights
and remedies herein expressly provided are cumulative and not exclusive of any
rights or remedies which the Administrative Agent or any Lender would otherwise
have.

         12.6. PAYMENTS PRO RATA; SHARING OF SETOFFS, ETC. (a) The
Administrative Agent agrees that promptly after its receipt of each payment from
or on behalf of the Borrower in respect of any Obligations, it shall distribute
such payment to the Lenders (other than any Lender that has expressly waived in
writing its right to receive its PRO RATA share thereof) PRO RATA based upon
their respective shares, if any, of the Obligations with respect to which such
payment was received. As to any such payment received by the Administrative
Agent prior to 1:00 P.M. (local time at the Payment Office) in funds which are
immediately available on such day, the Administrative Agent will use all
reasonable efforts to distribute such payment in immediately available funds on
the same day to the Lenders as aforesaid.

         (b) Each of the Lenders agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans or Fees, of a sum which with respect to the related sum or sums
received by other Lenders is in a greater proportion than the total of such
Obligation then owed and due to such Lender bears to the total of such
Obligation then owed and due to all of the Lenders immediately prior to such
receipt, THEN such Lender receiving such excess payment shall purchase for cash
without recourse or warranty from the other Lenders an interest in the
Obligations to such Lenders in such amount as shall result in a proportional
participation by all of the Lenders in such amount, PROVIDED that (i) if all or
any portion of such excess amount is thereafter recovered from such Lender, such
purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest, and (ii) the provisions of this section
12.6(b) shall not be construed to apply to any payment made by the Borrower
pursuant to and in accordance with the express terms of this Agreement, or any
payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in Letters of Credit to any
assignee or participant pursuant to section 12.4, other than to the Borrower or
any Subsidiary or Affiliate thereof (as to which the provisions of this section
12.6(b) shall apply). The Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

         (c) Notwithstanding anything to the contrary contained herein, the
provisions of the preceding sections 12.6(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Lenders which are not Defaulting Lenders, as opposed to
Defaulting Lenders.

         (d) If any Lender shall fail to make any payment required to be made by
it to the Administrative Agent pursuant to section 2.4(b) or 3.4(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision of this Agreement), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations to the Administrative Agent under such sections until all such
unsatisfied obligations are fully paid.

         12.7. CALCULATIONS: COMPUTATIONS. (a) The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by the Borrower to the Lenders); provided, that if at any time the computations
determining compliance with section 9 utilize accounting principles different
from those utilized in the financial statements furnished to the Lenders, such
computations shall set forth in reasonable detail a description of the
differences and the effect upon such computations.

         (b) All computations of interest on Loans hereunder and all
computations of Commitment Fees, Letter of Credit Fees and other Fees hereunder
shall be made on the actual number of days elapsed over a year of 360 days.


                                       88
<PAGE>   93

         12.8. Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury
Trial. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF OHIO. TO THE FULLEST
EXTENT PERMITTED BY LAW, THE BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY
WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE
OF OHIO GOVERNS THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS. Any legal
action or proceeding with respect to this Agreement or any other Credit Document
may be brought in the Court of Common Pleas of Cuyahoga County, Ohio, or of the
United States for the Northern District of Ohio, and, by execution and delivery
of this Agreement, the Borrower hereby irrevocably accepts for itself and in
respect of its property, generally and unconditionally, the jurisdiction of the
aforesaid courts. The Borrower hereby 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 the Borrower at its address for notices pursuant to section
12.3, such service to become effective 30 days after such mailing or at such
earlier time as may be provided under applicable law. Nothing herein shall
affect the right of the Administrative Agent or any Lender to serve process in
any other manner permitted by law or to commence legal proceedings or otherwise
proceed against the Borrower in any other jurisdiction.

         (b) The Borrower 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
Credit Document brought in the courts referred to in section 12.8(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 ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS
(INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS
RELATING TO ANY OF THE FOREGOING), OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETOHAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS PARAGRAPH.

         12.9. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same agreement. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the
Administrative Agent.

         12.10. EFFECTIVENESS; INTEGRATION. This Agreement shall become
effective on the date (the "Effective Date") on which the Borrower and each of
the Lenders shall have signed a copy hereof (whether the same or different
copies) and shall have delivered the same to the Administrative Agent at the
Notice Office of the Administrative Agent or, in the case of the Lenders, shall
have given to the Administrative Agent telephonic (confirmed in writing),
written telex or facsimile transmission notice (actually received) at such
office that the same has been signed and mailed to it. This Agreement, the other
Credit Documents and any separate letter agreements with respect to fees payable
to the Administrative Agent, for its own account and benefit and/or for the
account, benefit of, and distribution to, the Lenders, constitute the entire
contract among the parties relating to the subject matter hereof and thereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof or thereof.

         12.11. HEADINGS DESCRIPTIVE. The headings of the several sections and
other portions of this Agreement are inserted for convenience only and shall not
in any way affect the meaning or construction of any provision of this
Agreement.


                                       89
<PAGE>   94

         12.12. AMENDMENT OR WAIVER. (a) Neither this Agreement nor any terms
hereof may be amended, changed, waived or otherwise modified UNLESS such
amendment, change, waiver or other modification is in writing and signed by the
Borrower and the Administrative Agent, and also signed (or consented to in
writing) by the Required Lenders, PROVIDED that

                  (i) no change in, or waiver or other modification otherwise
         affecting, the amount or time of payment of the Scheduled Repayments
         provided for in section 5.2 to which a Term A Lender shall be entitled,
         shall be made without the written consent of (1) each Term A Lender and
         (2) the Required Lenders;

                  (ii) no change in, or waiver or other modification otherwise
         affecting, the amount or time of payment of the Scheduled Repayments
         provided for in section 5.2 to which a Term B Lender shall be entitled,
         shall be made without the written consent of (1) each Term B Lender and
         (2) the Required Lenders;

                  (iii) no change, waiver or other modification affecting the
         rights and benefits of Revolving Lenders, Term A Lenders or Term B
         Lenders, as applicable, and not all Lenders in a like or similar
         manner, shall be made without the written consent of the Required
         Revolving and Term A Lenders or the Required Term B Lenders, as the
         case may be, which are affected thereby;

                  (iv) no change, waiver or other modification shall:

                           (A) increase the Commitment of any Lender hereunder,
                  without the written consent of such Lender;

                           (B) extend or postpone any Maturity Date provided for
                  herein which is applicable to any Loan of any Lender, extend
                  or postpone the expiration date of any Letter of Credit as to
                  which such Lender is a Participant pursuant to section 3.4
                  beyond the latest expiration date for a Letter of Credit
                  provided for herein, or extend or postpone any scheduled
                  expiration or termination date provided for herein which is
                  applicable to a Commitment of any Lender, without the written
                  consent of such Lender;

                           (C) reduce the principal amount of any Loan made by
                  any Lender, or reduce the rate or extend the time of payment
                  of, or excuse the payment of, interest thereon (other than as
                  a result of waiving the applicability of any post-default
                  increase in interest rates), without the written consent of
                  such Lender;

                           (D) reduce the amount of any Unpaid Drawing as to
                  which any Revolving Lender is a Participant as provided in
                  section 3.4, or reduce the rate or extend the time of payment
                  or reimbursement thereof, or excuse the payment of, interest
                  thereon (other than as a result of waiving the applicability
                  of any post-default increase in interest rates), without the
                  written consent of such Revolving Lender; or

                           (E) reduce the rate or extend the time of payment of,
                  or excuse the payment of, any Fees to which any Lender is
                  entitled hereunder, without the written consent of such
                  Lender; and

                  (v) no change, waiver or other modification termination shall,
         without the written consent of each Lender (other than a Defaulting
         Lender) affected thereby,

                           (A) release the Borrower from any obligations as a
                  guarantor of its Subsidiaries' obligations under any Credit
                  Document;

                           (B) release any Credit Party from the Subsidiary
                  Guaranty, EXCEPT in connection with a transaction permitted by
                  section 9.2(d);

                           (C) release all or any substantial portion of the
                  Collateral, EXCEPT in connection with a transaction permitted
                  by section 9.2(d);


                                       90
<PAGE>   95

                           (D) change the definition of the term "Change of
                  Control" or any of the provisions of section 4.3 or 5.2 which
                  are applicable upon a Change of Control;

                           (E) amend, modify or waive any provision of this
                  section 12.12, or section 10.3, 11.7, 12.1, 12.4, 12.6 or
                  12.7(b), or any other provision of any of the Credit Documents
                  pursuant to which the consent or approval of all Lenders, or a
                  number or specified percentage or other required grouping of
                  Lenders or Lenders having Commitments under a particular
                  Facility, is by the terms of such provision explicitly
                  required;

                           (F) reduce the percentage specified in, or otherwise
                  modify, the definition of Required Term B Lenders, Required
                  Revolving and Term A Lenders or Required Lenders; or

                           (G) consent to the assignment or transfer by the
                  Borrower of any of its rights and obligations under this
                  Agreement.

Any waiver, consent, amendment or other modification with respect to this
Agreement given or made in accordance with this section 12.12 shall be binding
on the parties hereto and their successors and assigns, but shall be effective
only in the specific instance and for the specific purpose for which it was
given or made.

         (b) No provision of section 3 or 11 may be amended without the consent
of (x) any Letter of Credit Issuer adversely affected thereby or (y) the
Administrative Agent, respectively. No provision of this Agreement affecting
only the Swing Line Lender may be amended without the consent of the Swing Line
Lender.

         (c) Anything in this Agreement to the contrary notwithstanding, no
waiver or modification of any provision of this Agreement that has the effect
(either immediately or at some future time) of enabling the Borrower to satisfy
a condition precedent contained in section 6 to the making of a Loan under a
Facility shall be effective against any Lender with a Commitment under such
Facility, UNLESS the Required Revolving Lenders, the Required Term A Lenders or
the Required Term B Lenders (whichever is applicable for the particular Facility
involved) shall have consented in writing to such waiver or modification.

         (d) The Administrative Agent and the Collateral Agent will not enter
into any amendment, change, waiver, discharge or termination of any of the other
Credit Documents, EXCEPT as specifically provided therein or as authorized as
contemplated by a written request or consent of the Required Lenders (or all of
the Lenders, or all of the Lenders (other than any Defaulting Lender), as
applicable, as to any matter which, pursuant to this section 12.12, can only be
effectuated with the written consent of all Lenders, or all Lenders (other than
any Defaulting Lender), as the case may be).

         12.13. SURVIVAL OF INDEMNITIES. All indemnities set forth herein
including, without limitation, in section 2.9, 2.10, 3.5, 5.4, 11.7 or 12.1
shall survive the execution and delivery of this Agreement and the making and
repayment of Loans.

         12.14. DOMICILE OF LOANS. Each Lender may transfer and carry its Loans
at, to or for the account of any branch office, subsidiary or affiliate of such
Lender, PROVIDED that the Borrower shall not be responsible for costs arising
under section 2.9 resulting from any such transfer (other than a transfer
pursuant to section 2.11) to the extent not otherwise applicable to such Lender
prior to such transfer.

         12.15. CONFIDENTIALITY. (a) Each of the Administrative Agent, each
Letter of Credit Issuer and the Lenders agrees to maintain the confidentiality
of the Confidential Information (as defined below), EXCEPT that Confidential
Information may be disclosed (1) to its and its Affiliates' directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the persons to whom such disclosure is made will be
informed of the confidential nature of such Confidential Information and
instructed to keep such Confidential Information confidential), (2) to any
direct or indirect contractual counterparty in any swap, hedge or similar
agreement (or to any such contractual counterparty's professional advisor, so
long as such contractual counterparty (or such professional advisor) agrees to
be bound by the provisions of this section 12.15, (3) to the extent requested by
any


                                       91
<PAGE>   96

regulatory authority, (4) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (5) to any other party
to this Agreement, (6) to any other creditor of the Borrower or any other Credit
Party which is a direct or intended beneficiary of any of the Credit Documents,
(7) in connection with the exercise of any remedies hereunder or under any of
the other Credit Documents, or any suit, action or proceeding relating to this
Agreement or any of the other Credit Documents or the enforcement of rights
hereunder or thereunder, (8) subject to an agreement containing provisions
substantially the same as those of this section 12.15, to any assignee of or
participant in, or any prospective assignee of or participant in, any of its
rights or obligations under this Agreement, (9) with the consent of the
Borrower, or (10) to the extent such Confidential Information (i) becomes
publicly available other than as a result of a breach of this section 12.15, or
(ii) becomes available to the Administrative Agent, any Letter of Credit Issuer
or any Lender on a nonconfidential basis from a source other than the Borrower.

         (b) For the purposes of this section 12.15, "CONFIDENTIAL INFORMATION"
means all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent, any Letter of Credit Issuer or any Lender on a
nonconfidential basis prior to disclosure by the Borrower; PROVIDED that, in the
case of information received from the Borrower after the date hereof, such
information is clearly identified at the time of delivery as confidential.

         (c) Any person required to maintain the confidentiality of Confidential
Information as provided in this section 12.15 shall be considered to have
complied with its obligation to do so if such person has exercised the same
degree of care to maintain the confidentiality of such Confidential Information
as such person would accord to its own confidential information. The Borrower
hereby agrees that the failure of the Administrative Agent, any Letter of Credit
Issuer or any Lender to comply with the provisions of this section 12.15 shall
not relieve the Borrower, or any other Credit Party, of any of its obligations
under this Agreement or any of the other Credit Documents.

         12.16. LENDER REGISTER. The Borrower hereby designates the
Administrative Agent to serve as its agent, solely for purposes of this section
12.16, to maintain a register (the "LENDER REGISTER") on or in which it will
record the names and addresses of the Lenders, and the Commitments from time to
time of each of the Lenders, the Loans made to the Borrower by each of the
Lenders and each repayment and prepayment in respect of the principal amount of
such Loans of each such Lender. Failure to make any such recordation, or (absent
manifest error) any error in such recordation, shall not affect the Borrower's
obligations in respect of such Loans. With respect to any Lender, the transfer
of the Commitment 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 recorded on the Lender Register maintained by the
Administrative 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 Commitment and Loans shall remain owing to the transferor. The registration
of assignment or transfer of all or part of any Commitments and Loans shall be
recorded by the Administrative Agent on the Lender Register only upon the
acceptance by the Administrative Agent of a properly executed and delivered
Assignment Agreement pursuant to section 12.4(c). The Borrower agrees to
indemnify the Administrative 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 the Administrative Agent in performing its duties under
this section 12.16, except to the extent attributable to the gross negligence or
wilful misconduct of the Administrative Agent. The Lender Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

         12.17. LIMITATIONS ON LIABILITY OF THE LETTER OF CREDIT ISSUERS. The
Borrower assumes all risks of the acts or omissions of any beneficiary or
transferee of any Letter of Credit with respect to its use of such Letters of
Credit. Neither any Letter of Credit Issuer nor any of its officers or directors
shall be liable or responsible for: (a) the use which may be made of any Letter
of Credit or any acts or omissions of any beneficiary or transferee in
connection therewith; (b) the validity, sufficiency or genuineness of documents,
or of any endorsement thereon, even if such documents should prove to be in any
or all respects invalid, insufficient, fraudulent or forged; (c) payment by a
Letter of Credit Issuer against presentation of documents that do not comply
with the terms of a Letter of Credit, including failure of any documents to bear
any reference or adequate reference to such Letter of Credit; or (d) any other
circumstances whatsoever in making or failing to make payment under any Letter
of Credit, EXCEPT that the Borrower (or a Subsidiary which is the account party
in respect of the Letter of Credit in question) shall have a claim against a
Letter of Credit Issuer, and a Letter of Credit Issuer shall be liable to the
Borrower (or such Subsidiary), to the extent of any direct, but


                                       92
<PAGE>   97

not consequential, damages suffered by the Borrower (or such Subsidiary) which
the Borrower (or such Subsidiary) proves were caused by (i) such Letter of
Credit Issuer's willful misconduct or gross negligence in determining whether
documents presented under a Letter of Credit comply with the terms of such
Letter of Credit or (ii) such Letter of Credit Issuer's willful failure to make
lawful payment under any Letter of Credit after the presentation to it of
documentation strictly complying with the terms and conditions of such Letter of
Credit. In furtherance and not in limitation of the foregoing, a Letter of
Credit Issuer may accept documents that appear on their face to be in order,
without responsibility for further investigation.

         12.18. GENERAL LIMITATION OF LIABILITY. No claim may be made by the
Borrower, any Lender, the Administrative Agent, any Letter of Credit Issuer or
any other person against the Administrative Agent, any Letter of Credit Issuer,
or any other Lender or the Affiliates, directors, officers, employees, attorneys
or agents of any of them for any damages other than actual compensatory damages
in respect of any claim for breach of contract or any other theory of liability
arising out of or related to the transactions contemplated by this Agreement or
any of the other Credit Documents, or any act, omission or event occurring in
connection therewith; and each of the Borrower, each Lender, the Administrative
Agent and each Letter of Credit Issuer hereby, to the fullest extent permitted
under applicable law, waives, releases and agrees not to sue or counterclaim
upon any such claim for any special, consequential or punitive damages, whether
or not accrued and whether or not known or suspected to exist in its favor.

         12.19. NO DUTY. All attorneys, accountants, appraisers, consultants and
other professional persons (including the firms or other entities on behalf of
which any such person may act) retained by the Administrative Agent or any
Lender with respect to the transactions contemplated by the Credit Documents
shall have the right to act exclusively in the interest of the Administrative
Agent or such Lender, as the case may be, and shall have no duty of disclosure,
duty of loyalty, duty of care, or other duty or obligation of any type or nature
whatsoever to the Borrower, to any of its Subsidiaries, or to any other person,
with respect to any matters within the scope of such representation or related
to their activities in connection with such representation. The Borrower agrees,
on behalf of itself and its Subsidiaries, not to assert any claim or
counterclaim against any such persons with regard to such matters, all such
claims and counterclaims, now existing or hereafter arising, whether known or
unknown, foreseen or unforeseeable, being hereby waived, released and forever
discharged.

         12.20. LENDERS AND AGENT NOT FIDUCIARY TO BORROWER, ETC. The
relationship among the Borrower and its Subsidiaries, on the one hand, and the
Administrative Agent, each Letter of Credit Issuer and the Lenders, on the other
hand, is solely that of debtor and creditor, and the Administrative Agent, each
Letter of Credit Issuer and the Lenders have no fiduciary or other special
relationship with the Borrower and its Subsidiaries, and no term or provision of
any Credit Document, no course of dealing, no written or oral communication, or
other action, shall be construed so as to deem such relationship to be other
than that of debtor and creditor.

         12.21. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties herein shall survive the making of Loans and the issuance of
Letters of Credit hereunder, the execution and delivery of this Agreement, the
Notes and the other documents the forms of which are attached as Exhibits
hereto, the issue and delivery of the Notes, any disposition thereof by any
holder thereof, and any investigation made by the Administrative Agent or any
Lender or any other holder of any of the Notes or on its behalf. All statements
contained in any certificate or other document delivered to the Administrative
Agent or any Lender or any holder of any Notes by or on behalf of the Borrower
or of its Subsidiaries pursuant hereto or otherwise specifically for use in
connection with the transactions contemplated hereby shall constitute
representations and warranties by the Borrower hereunder, made as of the
respective dates specified therein or, if no date is specified, as of the
respective dates furnished to the Administrative Agent or any Lender.

         12.22. SEVERABILITY. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

         12.23. INDEPENDENCE OF COVENANTS. All covenants hereunder shall be
given independent effect so that if a particular action, event, condition or
circumstance is not permitted by any of such covenants, the fact that it would
be


                                       93
<PAGE>   98

permitted by an exception to, or would otherwise be within the limitations or
restrictions of, another covenant, shall not avoid the occurrence of a Default
or an Event of Default if such action is taken or event, condition or
circumstance exists.

         12.24. INTEREST RATE LIMITATION. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with
all fees, charges and other amounts which are treated as interest on such Loan
under applicable law (collectively the "CHARGES"), shall exceed the maximum
lawful rate (the "MAXIMUM RATE") which may be contracted for, charged, taken,
received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Prime Rate to the date of repayment, shall have
been received by such Lender.

               [The balance of this page is intentionally blank;
                      the next pages are signature pages.]


                                       94
<PAGE>   99

         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Agreement to be duly executed and delivered as of the date first above
written.

<TABLE>
<CAPTION>
<S>                                                 <C>
 OM GROUP, INC.                                     NATIONAL CITY BANK,
                                                       INDIVIDUALLY AS A LENDER, THE SWING LINE
                                                       LENDER, THE LETTER OF CREDIT ISSUER, AND IN ITS
                                                       CAPACITY AS THE ADMINISTRATIVE AGENT AND
 BY:                                                   THE COLLATERAL AGENT
    -------------------------------------
          JAMES M. MATERNA
          CHIEF FINANCIAL OFFICER
                                                    BY: Timothy G Healy
                                                       --------------------------
                                                          VICE PRESIDENT

 DLJ CAPITAL FUNDING, INC.,                         ABN AMRO BANK N. V.,
       INDIVIDUALLY AS A LENDER, AND IN ITS            INDIVIDUALLY AS A LENDER AND
       CAPACITY AS THE SYNDICATION AGENT               AS THE DOCUMENTATION AGENT
       AND A JOINT LEAD ARRANGER

 BY: Richard N. Beaudoin                             BY: Roy D. Hasbrook
    -------------------------------------              --------------------------
       TITLE: Senior Vice President                       TITLE: Group Vice President

                                                    BY: Patricia Christy
                                                       --------------------------
                                                          TITLE: Assistant Vice President

 KEYBANK NATIONAL ASSOCIATION                       THE CHASE MANHATTAN BANK

 BY: Brendan A. Lawlor                              BY: Henry W. Centa
    -------------------------------------              --------------------------
       TITLE: Vice President                              TITLE: Vice President

 COMERICA BANK                                      CREDIT LYONNAIS,
                                                       CHICAGO BRANCH

 BY: Jeffrey J. Judge
    -------------------------------------
       TITLE: Vice President                       BY: Lee E. Grove
                                                       --------------------------
                                                          TITLE: First Vice President
</TABLE>


                                       95
<PAGE>   100

 HARRIS TRUST AND SAVINGS BANK               THE BANK OF TOKYO-MITSUBISHI, LTD.

 By: Peter Krawchuk                          By: Hisashi Miyashiro
    -----------------------------               -------------------------------
     Title: Vice President                       Title: Deputy General Manager

 BANK ONE, MICHIGAN                          THE FUJI BANK, LIMITED

 By: Paul R. DeMelo                          By: James Fayen
    -----------------------------               -------------------------------
     Title: Managing Director                    Title: Senior Vice President

 MERITA BANK, Plc New York                   PNC BANK, NATIONAL ASSOCIATION

 By: Anu Seppala                             By: Jefferson M. Green
    -----------------------------               -------------------------------
     Title: Vice President                       Title: Vice President

 FIFTH THIRD BANK, NORTHEASTERN OHIO         MELLON BANK, N. A.

 By: David J. Williams                       By: Christopher S. Ragheb
    -----------------------------               -------------------------------
     Title: Vice President                       Title: Vice President


                                       96
<PAGE>   101

 SUNTRUST BANK                              THE BANK OF NOVA SCOTIA

 By: Stephen L. Leister                    By:  F.C.H. Ashby
    -----------------------------               -------------------------------
     Title: Vice President                       Title: Senior Manager
                                                        Loan Operations


 THE BANK OF NEW YORK

 By: David C. Judge
    -----------------------------
  Title: Senior Vice President


                                       97
<PAGE>   102



----------

ANNEX I       -                 INFORMATION AS TO LENDERS
ANNEX II      -                 INFORMATION AS TO SUBSIDIARIES
ANNEX III     -                 DESCRIPTION OF EXISTING INDEBTEDNESS
ANNEX IV      -                 DESCRIPTION OF EXISTING LIENS
ANNEX V       -                 DESCRIPTION OF EXISTING ADVANCES, LOANS,
                                INVESTMENTS AND GUARANTEES
ANNEX VI      -                 DESCRIPTION OF LETTERS OF CREDIT DEEMED
                                ISSUED UNDER THE CREDIT AGREEMENT

EXHIBIT A-1   -                 FORM OF TERM A NOTE
EXHIBIT A-2   -                 FORM OF TERM B NOTE
EXHIBIT A-3   -                 FORM OF REVOLVING NOTE
EXHIBIT A-4   -                 FORM OF SWING LINE NOTE

EXHIBIT B-1   -                 FORM OF NOTICE OF BORROWING
EXHIBIT B-2   -                 FORM OF NOTICE OF CONVERSION
EXHIBIT B-3   -                 FORM OF LETTER OF CREDIT REQUEST

EXHIBIT C-1   -                 FORM OF SUBSIDIARY GUARANTY
EXHIBIT C-2   -                 FORM OF SECURITY AGREEMENT
EXHIBIT C-3   -                 FORM OF COLLATERAL ASSIGNMENT OF PATENTS
EXHIBIT C-4   -                 FORM OF COLLATERAL ASSIGNMENT OF TRADEMARKS
EXHIBIT C-5   -                 FORM OF PLEDGE AGREEMENT

EXHIBIT D-1   -                 FORM OF OPINION OF COUNSEL TO THE BORROWER
EXHIBIT D-2   -                 FORM OF SOLVENCY CERTIFICATE

EXHIBIT E     -                 FORM OF ASSIGNMENT AGREEMENT

EXHIBIT F     -                 FORM OF SECTION 5.4(b)(ii) CERTIFICATE


OM Group, Inc. will provide these schedules to the Commission upon request.

                                       iv