<PAGE>   1

                                                                   EXHIBIT 10.11

                               AMENDMENT NO. 2 TO
                  AMENDED AND RESTATED 5-YEAR CREDIT AGREEMENT

         This Amendment No. 2 (this "Amendment") is entered into as of August 2,
2000 by and among LANIER WORLDWIDE, INC., a Delaware corporation (the
"Company"), one or more Subsidiaries of the Company (whether now existing or
hereafter formed, collectively referred to herein as the "Subsidiary Borrowers"
and together with the Company, the "Borrowers"), the institutions from time to
time parties hereto as Lenders, ABN AMRO BANK N.V. in its capacity as
administrative agent (the "Administrative Agent") for itself and the other
Lenders, SUNTRUST BANK, ATLANTA, as Syndication Agent (the "Syndication Agent"),
and WACHOVIA BANK N.A., as Documentation Agent (the "Documentation Agent").

                                    RECITALS

         A.       The Borrowers, the Agents and the Lenders are party to that
certain Amended and Restated 5-Year Credit Agreement dated as of December 31,
1999, as amended by that certain Amendment No. 1 dated as of March 31, 2000 (the
"Credit Agreement"). Unless otherwise specified herein, capitalized terms used
in this Amendment shall have the meanings ascribed to them by the Credit
Agreement.

         B.       The Borrowers, the Agents and the Lenders wish to amend the
Credit Agreement on the terms and conditions set forth below.

         Now, therefore, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:

                  1.       Amendments to Credit Agreement. Upon the "Effective
Date" (as defined below), the Credit Agreement shall be amended as follows:

         (a)      Section 1.1 of the Credit Agreement shall be amended by
inserting the following definitions in appropriate alphabetical order:

                  "COLLATERAL" means all personal property located in the United
         States in which the Company, any Borrower which is a Domestic
         Subsidiary or any Guarantor has an interest (excluding any interests in
         leases of real property, Receivables sold pursuant to a securitization
         permitted by Section 7.3(A) (together with certain equipment giving
         rise to such Receivables and rights related thereto) and any interests
         in contracts which by their terms are nonassignable) and all collateral
         granted pursuant to the terms of the Pledge Agreements.

                  "COLLATERAL DOCUMENTS" means, collectively, (a) all security
         agreements, mortgages, deeds of trust, patent and trademark assignments
         with respect to any


<PAGE>   2

         Collateral and other similar agreements between any Borrower or
         Guarantor and the Lenders or the Collateral Agent or the Administrative
         Agent for the benefit of the Lenders now or hereafter delivered to the
         Lenders, the Collateral Agent or the Administrative Agent pursuant to
         or in connection with the transactions contemplated hereby, and all
         financing statements (or comparable documents now or hereafter fixed in
         accordance with the UCC or comparable law) against any Borrower or
         Guarantor as debtor in favor of the Lenders, Collateral Agent or the
         Administrative Agent for the benefit of the Lenders as secured party,
         (b) all Pledge Agreements and (c) any amendments, supplements,
         modifications, renewals, replacements, consolidations, substitutions
         and extensions of any of the foregoing.

                  "NET PROCEEDS" means (a) with respect to any Asset Sale, the
         sum of cash or readily marketable cash equivalents received (including
         by way of a cash generating sale or discounting of a note or
         receivable, but excluding any other consideration received in the form
         of assumption by the acquiring Person of debt or other obligations
         relating to the properties or assets so disposed of or received in any
         other non-cash form) therefrom, whether at the time of such disposition
         or subsequent thereto, or (b) with respect to any sale or issuance of
         any debt or equity securities of any Borrower, cash or readily
         marketable cash equivalents received (but excluding any other non-cash
         form) therefrom, whether at the time of such disposition, sale or
         issuance or subsequent thereto, net, in either case, of all legal,
         title and recording tax expenses, commissions and other fees and all
         costs and expenses incurred and all federal, state, local and other
         taxes required to be paid or accrued as a liability as a consequence of
         such transactions and, in the case of an Asset Sale, any amount paid to
         discharge Indebtedness secured by a Lien on the assets so sold, to the
         extent such Indebtedness and Liens are each permitted by the terms of
         this Agreement."

         (b)      The definition of "Leverage Ratio" contained in Section 1.1 of
the Credit Agreement shall be amended by adding the following sentence to the
end of such Section:

         "Solely for purposes of determining compliance with the financial
         covenant set forth in Section 7.4(B), Total Indebtedness shall be
         reduced by the anticipated Net Proceeds of an Asset Sale which has not
         been consummated but for which a letter of intent with respect thereto
         has been executed during the period for which the covenant is
         calculated and for which a definitive asset or stock purchase agreement
         has been entered into on or before the date of the compliance
         certificate demonstrating compliance with such covenant for such
         period, with a closing scheduled not later than the last day of the
         fiscal quarter immediately following the fiscal quarter for which the
         pro-forma adjustment is made, and with no conditions to closing other
         than customary closing conditions."

         (c)      The definition of "Loan Documents" contained in Section 1.1 of
the Credit Agreement shall be amended by deleting the words "the Pledge
Agreement" contained therein and replacing such words with the words "the
Collateral Documents"


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<PAGE>   3

         (d)      The definition of "Receivable(s)" contained in Section 1.1 of
the Credit Agreement shall be amended, effective as of by deleting the words "or
chattel paper" from the parenthetical phrase contained therein.

         (e)      Section 2.5 of the Credit Agreement shall be amended by adding
the following new Sections 2.5(D):

                  "(D) Other Mandatory Prepayments

                  (i)      The Company shall prepay the Revolving Credit
         Obligations and Term Loans and the "Loans" under the 364-Day Credit
         Agreement in an amount equal to 100% of (A) the Net Proceeds realized
         upon any Asset Sale made by the Company or its Subsidiaries (B) any
         insurance proceeds received by the Company or its Subsidiaries in
         respect of any casualty involving such Person's property and (C) any
         payments received by the Company or its Subsidiaries from a
         condemnation of such Person's property, to the extent any of the
         foregoing Net Proceeds are not applied (or committed to be applied)
         within one hundred and twenty (120) days after the consummation or
         receipt thereof, as applicable, to the purchase of similar assets used
         or useful in the business of the Company or its Subsidiaries or to the
         repair or restoration of the Borrowers' property. If the aggregate Net
         Proceeds under clause (B) during any fiscal quarter exceed $5,000,000,
         the Company shall give notice of its intent to reinvest any such
         amounts (and the amount intended to be reinvested) to the
         Administrative Agent upon receipt of such proceeds. Pending such
         reinvestment, the Company shall use such Net Proceeds to pay down the
         principal amount of the Revolving Loans and the "Loans" made under the
         364-Day Credit Agreement to the extent thereof (but without a permanent
         reduction of the Revolving Loan Commitments). If the Company does not
         intend to so reinvest such Net Proceeds or if the period set forth in
         the first sentence of this Section 2.5(D)(i) expires without the
         Company having reinvested such Net Proceeds, the Company shall prepay
         the Revolving Credit Obligations and Term Loans and the "Loans" made
         under the 364-Day Credit Agreement (within one (1) Business Day of the
         expiration of said one hundred and twenty (120) day period) in an
         amount equal to the Net Proceeds of such Asset Disposition after giving
         effect to all reinvestments permitted by this subsection.

                  (ii)     If the Company or any Subsidiary shall issue new
         Equity Interests or receive any capital contributions other than Equity
         Interests issued to the Company or another Subsidiary, Equity Interests
         issued in connection with employee stock option plans, employee stock
         purchase plans, 401(k) plans and directors' deferred compensation plans
         not to exceed an aggregate of 9,000,000 shares, and capital
         contributions received from the Company or another Subsidiary, the
         Company shall promptly notify the Administrative Agent of the estimated
         Net Proceeds of such issuance to be received in respect thereof.
         Promptly upon, and in no event later than one (1) Business Day after,
         receipt by the Company or such Subsidiary of Net Proceeds of such
         issuance, the Company shall prepay the "Revolving Credit Obligations"
         and "Term Loans" under the 5-Year Credit Agreement in the amount of
         such Net Proceeds.

                  (iii)    After the payment or repayment in full of the Term
         Loan, promptly upon, and in no event later than one (1) Business Day
         after, the receipt by any Borrower of (1)


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<PAGE>   4

         the Net Proceeds from any sale of United States domestic Receivables
         arising through an increase in advances made under the applicable
         receivable securitization but limited to the amount of that increase or
         (2) the Net Proceeds from the incurrence of any single issue of
         Indebtedness in excess of $50,000,000 which is not permitted by Section
         7.3(D)(i)-(iv) hereof, the Company shall prepay the Revolving Credit
         Obligations and "Revolving Credit Obligations" under the 364-Day Credit
         Agreement in the amount of such Net Proceeds.

                  (iv)     Notwithstanding Sections 2.5(D)(i) through (iii), the
         Company shall be required to make prepayments only after and to the
         extent that the aggregate Net Proceeds otherwise required to be paid
         under all such Sections exceed $75,000,000. The Aggregate Revolving
         Loan Commitment and the "Aggregate Revolving Loan Commitment" under the
         364-Day Credit Agreement shall be permanently reduced, and the
         outstanding principal amount of the Term Loans shall be repaid, pro
         rata (relative to the amount of the Aggregate Revolving Loan Commitment
         and the "Aggregate Revolving Credit Commitment" under the 364-Day
         Credit Agreement and the outstanding principal amount of the Term
         Loans) by the amount of the prepayments required by this Section
         2.5(D). The prepayments not applied to the Term Loan pursuant to the
         immediately preceding sentence shall be applied first to the "Revolving
         Credit Obligations" under the 364-Day Credit Agreement and then to the
         Revolving Credit Obligations hereunder; provided that if prepayment of
         all of the "Revolving Credit Obligations" under the 364-Day Credit
         Agreement before any of the Revolving Credit Obligations hereunder,
         together with the required reduction in the Aggregate Revolving Loan
         Commitment, would cause the aggregate principal Dollar Amount of the
         Revolving Credit Obligations to exceed the amount of the Aggregate
         Revolving Loan Commitment, the prepayment shall be applied to the
         Revolving Credit Obligations in an amount such that, after giving
         effect to such prepayment and the required reduction in the Aggregate
         Revolving Loan Commitment, the Revolving Credit Obligations equals the
         Aggregate Revolving Loan Commitment and the amount of the prepayment to
         be applied to the "Revolving Credit Obligations" under the 364-Day
         Credit Agreement shall be reduced accordingly."

         (f)      Section 2.15(D)(ii) of the Credit Agreement shall be amended
by deleting the last sentence of such subsection, deleting the table contained
in such subsection and replacing such table with the following table:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                        APPLICABLE
                                      FLOATING RATE                                   APPLICABLE COMMITMENT
           LEVERAGE RATIO                 MARGIN      APPLICABLE EUROCURRENCY MARGIN     FEE PERCENTAGE
-----------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>                             <C>
           Less than 2.50                 1.00%                   2.00%                      0.500%
2.50 or greater, but less than 3.00       1.50%                   2.50%                      0.500%
3.00 or greater, but less than 3.25       1.75%                   2.75%                      0.625%
3.25 or greater, but less than 3.50       2.00%                   3.00%                      0.625%
          3.50 or greater                 2.25%                   3.25%                      0.750%
-----------------------------------------------------------------------------------------------------------
</TABLE>


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<PAGE>   5

         (g)      The following new Section 2.25 shall be inserted into the
Credit Agreement:

                  "2.25    Security. All Obligations of the Borrowers and the
         Guarantors under this Agreement and all other Loan Documents shall be
         secured in accordance with the Collateral Documents."

         (h)      The following new Section 6.24 shall be inserted into the
Credit Agreement:

                  "6.24    Collateral Documents. All representations and
         warranties of the Borrowers contained in the Collateral Documents are
         true and correct."

         (i)      The following new Section 6.25 shall be inserted into the
Credit Agreement:

                  "6.25    Security. The provisions of the Collateral Documents
         are effective to create and give the Collateral Agent, for the benefit
         of the Lenders, as security for the repayment of the obligations
         secured thereby, a legal, valid, perfected and enforceable Lien (which
         priority is subject only to prior Liens permitted by the Loan
         Documents) upon all right, title and interest of the Company and its
         Subsidiaries in any and all of the Collateral described therein."

         (j)      Section 7.2(K) shall be amended by inserting the following
text at the end of each of Section 7.2(K)(a) and (b):

         "and cause such Guarantors to execute and deliver to the Administrative
         Agent such Collateral Documents as the Collateral Agent or the
         Administrative Agent may reasonably require;"

         (k)      Section 7.3(A) shall be amended by deleting the proviso
thereto and replacing such proviso with the following:

         "; provided, in the case of United States domestic Receivables that
         proceeds from the sale of such Receivables are used to prepay the Loans
         and the "Loans" under the 364-Day Credit Agreement pursuant to Sections
         2.5(C) and (D)."

         (l)      Section 7.3(C)(iv) of the Credit Agreement shall be amended,
effective as of June 7, 2000, by inserting the parenthetical "(together with
certain equipment giving rise to such Receivables and rights related thereto)"
immediately after each reference to "Receivables."

         (m)      Section 7.3(D) of the Credit Agreement shall be amended by
deleting the words "of the type described in clause (i) of the definition
thereof" from Sections 7.3(D)(ii) and (iii), deleting Section 7.3(D)(iv) in its
entirety and inserting the following new Section 7.3(D)(iv):


                                       5
<PAGE>   6

                  "(iv)    Indebtedness arising from intercompany loans and
         advances from the Company or any Subsidiary to any Domestic Subsidiary
         which is a Guarantor or from any Subsidiary to the Company; provided,
         that such Indebtedness shall be expressly subordinate to the payment in
         full in cash of the Obligations."

         (n)      Section 7.3(F) of the Credit Agreement shall be amended by
deleting such Section in its entirety and inserting the following new Section
7.3(F)

                  "(F)     Restricted Payments. The Company shall not, nor shall
         it permit any Subsidiary to, make or declare any Restricted Payments
         other than (i) the Dividend, and (ii) Restricted Payments to the
         Company or to a Wholly-Owned Subsidiary of the Company."

         (o)      Section 7.3(G) of the Credit Agreement shall be amended by
deleting Sections 7.3(G)(iii) and (iv) in its entirety and replacing them with
the following:

         "(iii) [intentionally omitted]

         (iv) if the purchase price for the Acquisition (or a series of related
         Acquisitions) exceeds $5,000,000, or together with all other Permitted
         Acquisitions permitted under this Section 7.3(G) during the same fiscal
         year, exceeds $10,000,000 (the "Permitted Acquisition Basket")
         (including the incurrence or assumption of any Indebtedness in
         connection therewith), the Required Lenders shall have consented to
         such Acquisition; provided that if the Leverage Ratio as reflected in
         the most recently delivered financial statements, delivered pursuant to
         Sections 7.1(A)(i) and (ii), as applicable, adjusted to reflect the
         proposed Acquisition, does not exceed (a) 3.00, the Permitted
         Acquisition Basket shall be $25,000,000 or (b) 2.50, the Permitted
         Acquisition Basket shall be $50,000,000;"

         (p)      Section 7.3(H)(iv) of the Credit Agreement shall be amended by
deleting such Section in its entirety and inserting the following new Section
7.3(H)(iv):

         "(iv) Investments received as proceeds from the sale of any portion of
         the Company's business permitted hereby, provided that the proceeds
         received from any such sale consisting of such Investments shall not
         exceed 25% (or with the consent of each of the Agents, 33%) of the
         total proceeds received from such sale."

         (q)      Section 7.3(Q) of the Credit Agreement shall be amended by
deleting such Section in its entirety and inserting the following new Section
7.3(Q):

         "(Q)     Capital Expenditures. The Company shall not, and shall not
                  permit any of its Subsidiaries to, make Capital Expenditures
                  in any fiscal year to the extent that during any fiscal year
                  the aggregate amount of Capital Expenditures for the Company
                  and its Subsidiaries would exceed $125,000,000."


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<PAGE>   7

         (r)      Section 7.4 of the Credit Agreement shall be amended,
effective as of June 30, 2000, by deleting such Section in its entirety and
inserting the following new Section 7.4:

         "7.4     Financial Covenants

         (A)      Minimum Coverage Ratio. The Company shall maintain as of the
                  end of each fiscal quarter set forth below a ratio of (i)
                  EBITDAR for the four fiscal quarter period then ending to (ii)
                  Interest Expense plus Rentals for such period of not less than
                  the ratio set forth below opposite such period:

<TABLE>
<CAPTION>
                  FISCAL QUARTER ENDING                                           RATIO
                  ---------------------                                           -----
                  <S>                                                             <C>
                  December 31, 1999 through June 30, 2000                          2.25
                  July 1, 2000 through June 29, 2001                               1.85
                  June 30, 2001 through June 28, 2002                              2.15
                  June 29, 2002 through June 27, 2003                              2.25
                  June 28, 2003 through July 2, 2004                               2.50
                  July 3, 2004 and thereafter                                      3.00
</TABLE>

         (B)      Maximum Leverage Ratio. The Company shall maintain as of the
                  end of each fiscal quarter set forth below a Leverage Ratio
                  for the four fiscal quarter period then ending of not greater
                  than the ratio set forth below opposite such period:

<TABLE>
<CAPTION>
                             FISCAL QUARTER ENDING                                RATIO
                             ---------------------                                -----
                  <S>                                                             <C>
                  December 31, 1999 through December 31, 2000                      4.00
                  March 31, 2001                                                   3.85
                  June 29, 2001                                                    3.60
                  June 30, 2001 through June 28, 2002                              3.25
                  June 29, 2002 through June 27, 2003                              3.00
                  June 28, 2003 through July 2, 2004                               2.50
                  July 3, 2004 and thereafter                                      2.00
</TABLE>

         (C)      Minimum Consolidated Net Worth. The Company shall not permit
                  its Consolidated Net Worth at any time to be less than the sum
                  of (a) $146,882,000 plus (b) fifty percent (50%) of Net Income
                  (if positive) calculated separately for (i) the remainder of
                  the quarterly accounting period in which the Closing Date
                  occurs and (ii) each subsequent quarterly accounting period,
                  in each case, excluding changes in cumulative foreign exchange
                  translation adjustment, restructuring charges for the fiscal
                  quarter ended June 30, 2000 (in an aggregate amount not to
                  exceed $35,000,000), and one time gains on the sale of any
                  portion of the Company's business from and after July 1, 2000
                  (in an aggregate amount up to the amount of the restructuring
                  charges excluded by the preceding phrase)."

         (D)      Compliance with Covenants Under Other Indebtedness. The
                  Company shall at all times remain in compliance with all
                  financial, affirmative and negative covenants set forth in any
                  securitization agreement or any other documentation evidencing


                                       7
<PAGE>   8

                  Indebtedness in excess of $10,000,000 (in the case of
                  financial covenants, without giving effect to any grace period
                  or waiver with respect thereto)."

         (s)      Section 8.1(N) of the Credit Agreement shall be amended by
deleting such Section in its entirety and inserting the following new Section
8.1(N):

         "(N)     Collateral Documents. Any Collateral Documents shall fail to
                  remain in full force or effect, except as permitted by the
                  terms of such Collateral Documents, any action shall be taken
                  by any Borrower or Guarantor (or by any other Person if the
                  Administrative Agent reasonably believes that such action may
                  result in the discontinuation, invalidity or unenforceability
                  of any Collateral Document) to discontinue or to assert the
                  invalidity or uneforceability of any Collateral Document, or
                  any "Default" or "Unmatured Default" shall occur under and as
                  defined in any Collateral Document or any Borrower or
                  Guarantor shall deny, or give notice to such effect, that it
                  has any further liability under such Collateral Document or
                  any Collateral Document shall for any reason fail to create a
                  valid and perfected, first priority security interest in any
                  Collateral purported to be covered thereby, except as
                  permitted by the terms of such Collateral Document."

         (t)      Section 12.13 of the Credit Agreement shall be amended by
deleting the words "the Pledge Agreements" contained therein and replacing such
words with the words "the Collateral Documents."

         (u)      Exhibit F to the Agreement shall be amended by inserting the
following new paragraph immediately after paragraph 4 thereof:

                           "5.      Any insurance proceeds or proceeds from
                  condemnation of the property of the Company or its
                  Subsidiaries have been applied (or committed to be applied)
                  within one hundred and twenty (120) days after receipt thereof
                  to the purchase of similar assets used or useful in the
                  business of the Company or its Subsidiaries or to the repair
                  or restoration of the Borrowers' property or prepayments have
                  been made in compliance with Section 2.5(D)(i)."

         (v)      The corporate organizational chart attached to Schedule 6.8 to
the Credit Agreement shall be amended to reflect that 20.4% of Lanier Pacific
Pty. Ltd. is owned by Lanier Holdings, Inc. and 79.6% of Lanier Pacific Pty.
Ltd. is owned by Lanier Worldwide, Inc.

                  2.       Covenants. Each Borrower covenants and agrees to
deliver, or cause to be delivered, to the Administrative Agent, as soon as
possible and in any event not later than August 31, 2000 (or such longer period
as the Administrative Agent may approve) the following items, all in form and
substance reasonably satisfactory to the Administrative Agent:

                           (a)      such duly executed Collateral Documents as
         the Administrative Agent may reasonably request (subject to foreign tax
         and materiality considerations), together with insurance certificates
         naming the Collateral Agent, on behalf of the Lenders, as loss payee
         for any casualty policies and additional insured for any liability


                                       8
<PAGE>   9

         policies in form and substance reasonably acceptable to the Collateral
         Agent and the Administrative Agent;

                           (b)      such duly completed and executed UCC-1
         financing statements as the Collateral Agent shall have reasonably
         requested to perfect its security interest in the Collateral under the
         Collateral Documents; copies of searches of financing statements filed
         under the Uniform Commercial Code, together with tax lien and judgment
         searches with respect to the assets of the Company and the Guarantors,
         in both cases in such jurisdictions as the Collateral Agent or the
         Administrative Agent may request; and such duly executed UCC-3
         termination statements, mortgage releases and similar documents as the
         Collateral Agent or the Administrative Agent may reasonably request to
         release Liens other than Liens permitted by the Credit Agreement;

                           (c)      proof that the appropriate financing
         statements covering the Collateral under the Collateral Documents,
         including, without limitation, such fixture filings as the Collateral
         Agent or the Administrative Agent may request, have been executed and
         delivered by the Company or a Guarantor, as the case may be, and filed
         or recorded in such jurisdictions as the Collateral Agent or the
         Administrative Agent shall have specified or other arrangements with
         respect to filing or recording reasonably satisfactory to the
         Administrative Agent have been made;

                           (d)      the written opinions of the Loan Parties'
         United States counsel, and, if applicable, foreign counsel, addressed
         to the Collateral Agent, Administrative Agent and the Lenders, in form
         and substance reasonably satisfactory to the Collateral Agent and the
         Administrative Agent; and

                           (e)      such other documents as the Collateral Agent
         or the Administrative Agent may have reasonably requested.

                  3.       Representations and Warranties of the Borrowers. Each
Borrower represents and warrants that:

                           (a)      Such Borrower has the requisite power and
authority and legal right to execute and deliver this Amendment and to perform
its obligations hereunder. The execution and delivery by such Borrower of this
Amendment and the performance of its obligations hereunder have been duly
authorized by proper proceedings, and this Amendment constitutes a legal, valid
and binding obligation of such Borrower enforceable against such Borrower in
accordance with its terms, except as enforceability may be limited by any
bankruptcy, insolvency or similar law affecting the enforcement of creditors'
rights generally;

                           (b)      Each of the representations and warranties
contained in the Credit Agreement and the other Loan Documents is true and
correct in all material respects on and as of the date hereof as if made on the
date hereof; and

                           (c)      After giving effect to this amendment, no
Default or Unmatured Default has occurred and is continuing.


                                       9
<PAGE>   10

                  4.       Effective Date. This Amendment shall become effective
on the date (the "Effective Date") on which each of the following items shall
have been received by Administrative Agent or satisfied, as the case may be, all
in form and substance satisfactory to the Administrative Agent:

                           (a)      duly executed Amendment, executed by the
         Borrowers, the Agents and the Required Lenders (without respect to
         whether it has been executed by all the Lenders);

                           (b)      a reaffirmation of guaranty, in form and
         substance satisfactory to the Administrative Agent, duly executed by
         each Guarantor;

                           (c)      duly executed Amendment No. 4 to the 364-Day
         Credit Agreement;

                           (d)      payment of an amendment fee to the
         Administrative Agent, for the ratable benefit of each Lender signatory
         to this Amendment, in an amount equal to 0.200% of the aggregate
         Commitments of such Lenders; and

                           (e)      such other documents as the Collateral Agent
         or the Administrative Agent or its counsel may have reasonably
         requested.

                  5.       Reference to and Effect Upon the Credit Agreement.

                           (a)      Except as specifically amended above, the
Credit Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.

                           (b)      The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any other right, power or remedy
of any Agent or Lender under the Credit Agreement or any other Loan Document, or
constitute a waiver of any provision of the Credit Agreement or any Loan
Document, except as specifically set forth herein. Upon the effectiveness of
this Amendment, each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof" or words of similar import shall mean and be a reference
to the Credit Agreement as amended hereby, and each reference in the other Loan
Documents to the Credit Agreement shall mean and be a reference to the Credit
Agreement as amended hereby.

                  6.       Costs and Expenses. Each Borrower hereby affirms its
obligation under Section 11.6 of the Credit Agreement to reimburse the
Collateral Agent and the Administrative Agent for all reasonable costs and
out-of-pocket expenses (including reasonable attorneys' and paralegals' fees and
time charges of attorneys and paralegals for the Collateral Agent and the
Administrative Agent) paid or incurred by the Collateral Agent or the
Administrative Agent in connection with the preparation, negotiation, execution,
delivery, syndication, review, proposed or completed amendment, waiver or
modification, and administration of the Loan Documents.


                                       10
<PAGE>   11

                  7.       GOVERNING LAW. ANY DISPUTE BETWEEN ANY BORROWER AND
THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER HOLDER OF OBLIGATIONS ARISING
OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT OR ANY OF THE OTHER
LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE,
SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (BUT WITHOUT REGARD TO
THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.

                  8.       Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purposes.

                  9.       Counterparts. This Amendment may be executed in any
number of counterparts, each of which when so executed shall be deemed an
original but all of such counterparts shall constitute one and the same
instrument.

         IN WITNESS WHEREOF, the Company, the Subsidiary Borrowers, the Lenders
and the Administrative Agent have executed this Amendment No. 2 as of the date
first above written.

                                  LANIER WORLDWIDE, INC., as the Company


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

                                  LANIER EUROPE AG, as a Subsidiary Borrower


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

                                  LANIER EUROPE B.V., as a Subsidiary Borrower


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

                                  LANIER PUERTO RICO, INC., as a Subsidiary
                                  Borrower


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


                                       11
<PAGE>   12

                                  ABN AMRO BANK N.V., as Administrative
                                  Agent, Issuing Bank, Dollar Swing Line Bank,
                                  Alternate Currency Bank, and Lender


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


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

                                  ABN AMRO BANK N.V., BELGIUM
                                  BRANCH, as Multicurrency Swing Line Bank and
                                  Lender


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


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

                                  SUNTRUST BANK, ATLANTA, as Syndication
                                  Agent and Lender


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

                                  WACHOVIA BANK N.A., as Documentation
                                  Agent and Lender


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

                                  FIRST UNION NATIONAL BANK., as Lender


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


                                       12
<PAGE>   13

                                  BANK ONE, NA (MAIN CHICAGO OFFICE),
                                  as Lender


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

                                  BANCO POPULAR DE PUERTO RICO, as
                                  Lender


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

                                  BANK OF MONTREAL, as Lender


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

                                  THE BANK OF NEW YORK, as Lender


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

                                  THE BANK OF NOVA SCOTIA, as Lender


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

                                  THE BANK OF TOKYO-MITSUBISHI LTD.,
                                  as Lender


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

                                  BANQUE NATIONALE DE PARIS, as Lender


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

                                  CREDIT SUISSE FIRST BOSTON, as Lender


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


                                       13
<PAGE>   14

                                  DRESDNER BANK LATEINAMERIKA
                                  AKTIENGESELLSCHAFT, MIAMI AGENCY,
                                  as Lender


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

                                  FIRSTAR BANK N.A., as Lender


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

                                  REGIONS BANK, as Lender


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

                                  BANCA DI ROMA, NEW YORK BRANCH, as
                                  Lender


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

                                  ERSTE BANK, NEW YORK BRANCH, as
                                  Lender


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

                                  HIBERNIA NATIONAL BANK, as Lender


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

                                  COMERICA BANK, as Lender


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


                                       14
<PAGE>   15

                                  IBM CREDIT CORPORATION, as Lender


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

                                  CHANG HWA, as Lender


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

                                  FUJI BANK, as Lender


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


                                       15