<PAGE>   1
                                                                    EXHIBIT 10.9

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

                                  $700,000,000

                  AMENDED AND RESTATED 5-YEAR CREDIT AGREEMENT

                          Dated as of December 31, 1999

                                      among

                             LANIER WORLDWIDE, INC.,
                                 as the Company,

                            the SUBSIDIARY BORROWERS,

                       THE INSTITUTIONS FROM TIME TO TIME
                           PARTIES HERETO AS LENDERS,

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


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


                             SUNTRUST BANK, ATLANTA,
                              as Syndication Agent,

                                       and

                               WACHOVIA BANK N.A.,
                             as Documentation Agent,

                                   Arranged By

                               ABN AMRO BANK N.V.,
                        as Lead Arranger and Book Runner,


                   SUNTRUST EQUITABLE SECURITIES CORPORATION,
                        as Lead Arranger and Book Runner,

                                       and

                           WACHOVIA SECURITIES, INC.,
                               as Co-Lead Arranger


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


<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                        PAGE
-------                                                                                                        ----
<S>                                                                                                            <C>
ARTICLE I:  DEFINITIONS...........................................................................................1

   1.1   CERTAIN DEFINED TERMS....................................................................................1
   1.2   REFERENCES..............................................................................................31
   1.3   ROUNDING AND OTHER CONSEQUENTIAL CHANGES................................................................32

ARTICLE II:  LOAN FACILITIES.....................................................................................32

   2.1   REVOLVING LOANS.........................................................................................32
   2.2   COMPETITIVE BID ADVANCES................................................................................34
   2.3   SWING LINE LOANS........................................................................................37
   2.4   RATE OPTIONS FOR ALL ADVANCES; MAXIMUM INTEREST PERIODS.................................................41
   2.5   OPTIONAL PAYMENTS; MANDATORY PREPAYMENTS................................................................41
   2.6   REDUCTIONS IN COMMITMENTS...............................................................................43
   2.7   METHOD OF BORROWING.....................................................................................44
   2.8   METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR ADVANCES.............................................44
   2.9   MINIMUM AMOUNT OF EACH ADVANCE..........................................................................45
   2.10  METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR CONVERSION AND.......................................45
   2.11  DEFAULT RATE............................................................................................47
   2.12  METHOD OF PAYMENT.......................................................................................47
   2.13  EVIDENCE OF DEBT........................................................................................48
   2.14  TELEPHONIC NOTICES......................................................................................49
   2.15  PROMISE TO PAY; INTEREST AND FEES; INTEREST PAYMENT DATES; INTEREST AND.................................49
   2.16  NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND AGGREGATE.....................................55
   2.17  LENDING INSTALLATIONS...................................................................................55
   2.18  NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT........................................................55
   2.19  TERMINATION DATE........................................................................................56
   2.20  REPLACEMENT OF CERTAIN LENDERS..........................................................................56
   2.21  ALTERNATE CURRENCY LOANS................................................................................57
   2.22  JUDGMENT CURRENCY.......................................................................................59
   2.23  MARKET DISRUPTION; DENOMINATION OF AMOUNTS IN DOLLARS; DOLLAR...........................................60
   2.24  SUBSIDIARY BORROWERS....................................................................................61

ARTICLE III: THE LETTER OF CREDIT FACILITY.......................................................................61

   3.1   OBLIGATION TO ISSUE LETTERS OF CREDIT...................................................................61
   3.2   TRANSITIONAL PROVISION..................................................................................62
   3.3   TYPES AND AMOUNTS.......................................................................................62
   3.4   CONDITIONS..............................................................................................62
   3.5   PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT.............................................................62
   3.6   LETTER OF CREDIT PARTICIPATION..........................................................................63
   3.7   REIMBURSEMENT OBLIGATION................................................................................63
   3.8   LETTER OF CREDIT FEES...................................................................................64
   3.9   ISSUING BANK REPORTING REQUIREMENTS.....................................................................65
   3.10  INDEMNIFICATION; EXONERATION............................................................................65
   3.11  CASH COLLATERAL.........................................................................................66

ARTICLE IV:  CHANGE IN CIRCUMSTANCES.............................................................................67

   4.1   YIELD PROTECTION........................................................................................67
   4.2   CHANGES IN CAPITAL ADEQUACY REGULATIONS.................................................................67
   4.3   AVAILABILITY OF TYPES OF ADVANCES.......................................................................68
   4.4   FUNDING INDEMNIFICATION.................................................................................68
   4.5   LENDER STATEMENTS; SURVIVAL OF INDEMNITY................................................................68
</TABLE>

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<TABLE>
<S>                                                                                                             <C>
ARTICLE V:  CONDITIONS PRECEDENT.................................................................................69

   5.1   INITIAL ADVANCES AND LETTERS OF CREDIT..................................................................69
   5.2   INITIAL ADVANCE TO EACH NEW SUBSIDIARY BORROWER.........................................................71
   5.3   EACH ADVANCE, EACH CONVERSION OR CONTINUATION OF AN ADVANCE, AND EACH LETTER OF CREDIT..................72
   5.4   EFFECTIVENESS OF AMENDMENT AND RESTATEMENT..............................................................73

ARTICLE VI:  REPRESENTATIONS AND WARRANTIES......................................................................73

   6.1   ORGANIZATION; CORPORATE POWERS..........................................................................73
   6.2   AUTHORIZATION AND VALIDITY..............................................................................74
   6.3   NO CONFLICT; GOVERNMENT CONSENT.........................................................................74
   6.4   FINANCIAL STATEMENTS....................................................................................74
   6.5   MATERIAL ADVERSE CHANGE.................................................................................74
   6.6   TAXES...................................................................................................74
   6.7   LITIGATION AND CONTINGENT OBLIGATIONS...................................................................75
   6.8   SUBSIDIARIES............................................................................................75
   6.9   ERISA...................................................................................................75
   6.10  ACCURACY OF INFORMATION.................................................................................75
   6.11  REGULATION U............................................................................................75
   6.12  MATERIAL AGREEMENTS.....................................................................................76
   6.13  COMPLIANCE WITH LAWS....................................................................................76
   6.14  OWNERSHIP OF PROPERTIES.................................................................................76
   6.15  STATUTORY INDEBTEDNESS RESTRICTIONS.....................................................................76
   6.16  ENVIRONMENTAL MATTERS...................................................................................76
   6.17  INSURANCE...............................................................................................77
   6.18  LABOR MATTERS...........................................................................................77
   6.19  SOLVENCY................................................................................................77
   6.20  YEAR 2000 ISSUES........................................................................................77
   6.21  DEFAULT.................................................................................................77
   6.22  REPRESENTATIONS AND WARRANTIES OF EACH SUBSIDIARY BORROWER..............................................77
   6.23  FOREIGN EMPLOYEE BENEFIT MATTERS........................................................................79

ARTICLE VII:  COVENANTS..........................................................................................80

   7.1   REPORTING...............................................................................................80
   7.2   AFFIRMATIVE COVENANTS...................................................................................84
   7.3   NEGATIVE COVENANTS......................................................................................88
   7.4   FINANCIAL COVENANTS.....................................................................................95

ARTICLE VIII:  DEFAULTS..........................................................................................96

   8.1   DEFAULTS................................................................................................96

ARTICLE IX:  ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES..................................98

   9.1   TERMINATION OF REVOLVING LOAN COMMITMENTS; ACCELERATION.................................................98
   9.2   AMENDMENTS..............................................................................................99
   9.3   PRESERVATION OF RIGHTS.................................................................................100

ARTICLE X:  GUARANTY............................................................................................100

   10.1  GUARANTY...............................................................................................100
   10.2  WAIVERS................................................................................................100
   10.3  GUARANTY ABSOLUTE......................................................................................101
   10.4  ACCELERATION...........................................................................................102
   10.5  MARSHALING; REINSTATEMENT..............................................................................102
   10.6  SUBROGATION............................................................................................102
   10.7  TERMINATION DATE.......................................................................................102

ARTICLE XI:  GENERAL PROVISIONS.................................................................................103
</TABLE>

                                      -ii-
<PAGE>   4

<TABLE>
<S>                                                                                                            <C>
   11.1  SURVIVAL OF REPRESENTATIONS............................................................................103
   11.2  GOVERNMENTAL REGULATION................................................................................103
   11.3  HEADINGS...............................................................................................103
   11.4  ENTIRE AGREEMENT.......................................................................................103
   11.5  SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT........................................................103
   11.6  EXPENSES; INDEMNIFICATION..............................................................................103
   11.7  NUMBERS OF DOCUMENTS...................................................................................104
   11.8  ACCOUNTING.............................................................................................104
   11.9  SEVERABILITY OF PROVISIONS.............................................................................104
   11.10 NONLIABILITY OF LENDERS................................................................................104
   11.11 GOVERNING LAW..........................................................................................105
   11.12 CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL................................................105
   11.13 OTHER TRANSACTIONS.....................................................................................106

ARTICLE XII:  THE ADMINISTRATIVE AGENT..........................................................................107

   12.1  APPOINTMENT; NATURE OF RELATIONSHIP....................................................................107
   12.2  POWERS.................................................................................................107
   12.3  GENERAL IMMUNITY.......................................................................................107
   12.4  NO RESPONSIBILITY FOR LOANS, CREDITWORTHINESS, RECITALS, ETC...........................................107
   12.5  ACTION ON INSTRUCTIONS OF LENDERS......................................................................108
   12.6  EMPLOYMENT OF AGENTS AND COUNSEL.......................................................................108
   12.7  RELIANCE ON DOCUMENTS; COUNSEL.........................................................................108
   12.8  THE ADMINISTRATIVE AGENT'S, ISSUING BANKS', SWING LINE BANKS' AND ALTERNATE CURRENCY BANKS'
           REIMBURSEMENT AND INDEMNIFICATION....................................................................108
   12.9  RIGHTS AS A LENDER.....................................................................................109
   12.10 LENDER CREDIT DECISION.................................................................................109
   12.11 SUCCESSOR ADMINISTRATIVE AGENT.........................................................................109
   12.12 NO DUTIES IMPOSED UPON SYNDICATION AGENT, DOCUMENTATION AGENT OR LEAD ARRANGERS........................110
   12.13 COLLATERAL AGENT.......................................................................................110

ARTICLE XIII:  SETOFF; RATABLE PAYMENTS.........................................................................110

   13.1  SETOFF.................................................................................................110
   13.2  RATABLE PAYMENTS.......................................................................................110
   13.3  APPLICATION OF PAYMENTS................................................................................111
   13.4  RELATIONS AMONG LENDERS................................................................................111

ARTICLE XIV:  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.................................................111

   14.1  SUCCESSORS AND ASSIGNS.................................................................................111
   14.2  PARTICIPATIONS.........................................................................................112
   14.3  ASSIGNMENTS............................................................................................112
   14.4  CONFIDENTIALITY........................................................................................115
   14.5  DISSEMINATION OF INFORMATION...........................................................................115

ARTICLE XV:  NOTICES............................................................................................115

   15.1  GIVING NOTICE..........................................................................................115
   15.2  CHANGE OF ADDRESS......................................................................................116
   15.3  AUTHORITY OF COMPANY...................................................................................116

ARTICLE XVI:  COUNTERPARTS......................................................................................116
</TABLE>


                                     -iii-
<PAGE>   5
                             EXHIBITS AND SCHEDULES

                                    EXHIBITS


<TABLE>
<S>              <C>      <C>
EXHIBIT A        --       Loan Commitments
                          (Definitions)

EXHIBIT A-1      --       Eurocurrency Payment Offices

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

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

EXHIBIT D        --       Form of Assignment and Acceptance Agreement
                          (Sections 2.20 and 14.3)

EXHIBIT E        --       Form of Officer's Certificate
                          (Section 7.1(A)(iii))

EXHIBIT F        --       Form of Compliance Certificate
                          (Section 7.1(A)(iii))

EXHIBIT G-1      --       Form of Guaranty
                          (Definitions)

EXHIBIT G-2      --       Form of Subordination Agreement
                          (Definitions)

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

EXHIBIT I-1A     --       Form of Tranche A Revolving Loan Note (If Requested)

EXHIBIT I-1B     --       Form of Tranche B Revolving Loan Note (If Requested)

EXHIBIT I-2      --       Form of Term Loan Note (If Requested)

EXHIBIT I-3      --       Form of Competitive Bid Note (If Requested)

EXHIBIT J        --       Form of Competitive Bid Quote Request

EXHIBIT K        --       Form of Invitation for Competitive Bid Quotes

EXHIBIT L        --       Form of Competitive Bid Quote
</TABLE>


                                      -i-
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EXHIBIT M        --       Form of Assumption Letter



                                    SCHEDULES


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

Schedule 1.1.2   --    Permitted Existing Indebtedness (Definitions)

Schedule 1.1.3   --    Permitted Existing Liens (Definitions)

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

Schedule 6.8     --    Subsidiaries (Section 6.8)

Schedule 7.2     --    Subsidiaries Subject to Stock Pledge (Section 7.2 (N))
</TABLE>


                                      -ii-
<PAGE>   7

              AMENDED AND RESTATED 5-YEAR CREDIT AGREEMENT

         This AMENDED AND RESTATED 5-YEAR CREDIT AGREEMENT dated as of December
__, 1999 is entered into 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"), the institutions from time to time parties hereto as
Lenders, whether by execution of this Agreement or an Assignment Agreement
pursuant to Section 14.3, 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 parties to that
certain 5-Year Credit Agreement dated as of October 20, 1999, as amended by that
certain Amendment No. 1 dated as of November 4, 1999 (the "Existing Agreement"),
pursuant to which the Lenders agreed to make term and revolving loans and
provide financial accommodations to the Borrowers, subject to certain
restrictions set forth therein.

         B.       The Borrowers, the Agents and the Required Lenders desire to
amend and restate the Existing Agreement in order to divide the revolving credit
facility established thereby into separate tranches and to make certain other
changes to the Existing Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and
undertakings herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby amend and restate the Existing Agreement as follows:


ARTICLE I:        DEFINITIONS

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

         As used in this Agreement:

         "ABN" means ABN AMRO Bank N.V., in its individual capacity, and its
successors.

         "ABSOLUTE RATE" means, with respect to an Absolute Rate Loan made by a
given Lender for the relevant Absolute Rate Interest Period, the rate of
interest per annum (rounded to the nearest 1/100 of 1%) offered by such Lender
and accepted by the Company.

         "ABSOLUTE RATE ADVANCE" means a borrowing hereunder consisting of the
aggregate amount of the several Absolute Rate Loans made by some or all of the
Lenders to the Company at the same time and for the same Interest Period.


<PAGE>   8

         "ABSOLUTE RATE AUCTION" means a solicitation of Competitive Bid Quotes
setting forth Absolute Rates pursuant to Section 2.2.

         "ABSOLUTE RATE INTEREST PERIOD" means, with respect to an Absolute Rate
Advance, a period of not fewer than seven (7) and not more than one hundred
eighty (180) days commencing on a Business Day selected by the Company pursuant
to this Agreement. If such Absolute Rate Interest Period would end on a day
which is not a Business Day, such Absolute Rate Interest Period shall end on the
next succeeding Business Day.

         "ABSOLUTE RATE LOAN" means a Loan which bears interest at the Absolute
Rate.

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

         "ADMINISTRATIVE AGENT" means ABN in its capacity as administrative
agent for itself and the Lenders pursuant to Article XII hereof and any
successor Administrative Agent appointed pursuant to Article XII hereof.

         "ADMINISTRATIVE AGENT FEE LETTER" means that certain fee letter between
the Company and the Administrative Agent, dated as of October 7, 1999.

         "ADVANCE" means a borrowing hereunder consisting of the aggregate
amount of the several Loans made by some or all of the Lenders to the applicable
Borrower of the same Type (or on the same interest basis in the case of
Competitive Bid Advances) and, in the case of Eurocurrency Rate Advances and
Alternate Currency Loans, in the same currency and for the same Interest Period
and includes a Competitive Bid Advance.

         "AFFECTED LENDER" is defined in Section 2.20 hereof.

         "AFFILIATE" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of greater than five percent (5%) or more of any class of voting
securities (or other voting interests) of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
Capital Stock, by contract or otherwise.


                                      -2-
<PAGE>   9

         "AGENTS" means each of the Administrative Agent, the Syndication Agent
and the Documentation Agent.

         "AGGREGATE COMMITMENT" means, as of any date of determination, the sum
of (i) the Aggregate Revolving Loan Commitment as of such date and (ii) the
Aggregate Term Loan Commitment as of such date.

         "AGGREGATE REVOLVING LOAN COMMITMENT" means, as of any date of
determination, the sum of (i) the Aggregate Tranche A Revolving Loan Commitment
as of such date and (ii) the Aggregate Tranche B Revolving Loan Commitment as of
such date.

         "AGGREGATE TERM LOAN COMMITMENT" means the aggregate of the Term Loan
Commitments of all the Lenders. The initial Aggregate Term Loan Commitment is
Two Hundred Fifty Million and 00/100 Dollars ($250,000,000.00).

         "AGGREGATE TRANCHE A REVOLVING LOAN COMMITMENT" means the aggregate of
the Tranche A Revolving Loan Commitments of all the Lenders, as may be adjusted
from time to time pursuant to the terms hereof. The initial Aggregate Tranche A
Revolving Loan Commitment is Three Hundred Million and 00/100 Dollars
($300,000,000.00).

         "AGGREGATE TRANCHE B REVOLVING LOAN COMMITMENT" means the aggregate of
the Tranche B Revolving Loan Commitments of all the Lenders, as may be adjusted
from time to time pursuant to the terms hereof. The initial Aggregate Tranche B
Revolving Loan Commitment is One Hundred Fifty Million and 00/100 Dollars
($150,000,000.00).

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

         "AGREEMENT" means this Amended and Restated 5-Year Credit Agreement, as
it may be amended, restated or otherwise modified and in effect from time to
time.

         "AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting
principles as in effect in the United States as of the date of this Agreement,
applied in a manner consistent with that used in preparing the financial
statements of the Company included in the Form 10 and referred to in Section 6.4
hereof.

         "ALTERNATE BASE RATE" means, for any day, a fluctuating rate of
interest per annum equal to in the case of Loans in Dollars, the higher of (i)
the Prime Rate for such day and (ii) the sum of (a) the Federal Funds Effective
Rate for such day and (b) one half percent (.50%) per annum


                                      -3-
<PAGE>   10
and in the case of Loans in other Eligible Currencies, the comparable rate for
such other Eligible Currency, as reasonably determined by the Administrative
Agent, the Multicurrency Swing Line Lender or the Alternate Currency Bank, as
applicable.

         "ALTERNATE CURRENCY" shall mean any Eligible Currency which is not an
Agreed Currency and which the applicable Borrower requests the applicable
Alternate Currency Bank to include as an Alternate Currency hereunder and which
is acceptable to the applicable Alternate Currency Bank and with respect to
which an Alternate Currency Addendum has been executed by a Subsidiary Borrower
or the Company and the applicable Alternate Currency Bank in connection
therewith.

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

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

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

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

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

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

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


                                      -4-
<PAGE>   11
         "AMENDMENT NO. 1" means that certain Amendment No. 1, dated as of
November 4, 1999, by and among the Borrowers, the Agents and the Lenders.

         "APPLICABLE COMMITMENT FEE PERCENTAGE" means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under Section 2.15(C)(i) hereof determined in accordance with the
provisions of Section 2.15(D)(ii) hereof.

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

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

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

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

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

         "ASSET SALE" means, with respect to any Person, the sale, lease,
conveyance, disposition or other transfer by such Person of any of its assets
(including by way of a sale-leaseback transaction) to any Person other than the
Company or any of its wholly-owned Subsidiaries other than (i) the sale, rental
or lease of Inventory in the ordinary course of business (including sales of
leased Inventory and rental Inventory), (ii) the sale or other disposition of
any obsolete, excess, damaged or worn-out Equipment disposed of in the ordinary
course of business, (iii) the sale or liquidation of Cash Equivalents and (iv)
the sale-leaseback of Equipment used in the facilities management business of
the Company and its Subsidiaries, to the extent such Equipment has an aggregate
net depreciated book value of no more than $25,000,000 at any one time.

         "ASSIGNMENT AGREEMENT" means an assignment and acceptance agreement
entered into in connection with an assignment pursuant to Section 14.3 hereof in
substantially the form of Exhibit D.

         "ASSUMPTION LETTER" means a letter of a Subsidiary of the Company
addressed to the Lenders in substantially the form of Exhibit M hereto pursuant
to which such Subsidiary agrees to become a Subsidiary Borrower and agrees to be
bound by the terms and conditions hereof.


                                      -5-
<PAGE>   12
         "AUTHORIZED OFFICER" means any of the Chairman of the Board, the
President, the Treasurer, any Vice President or the Chief Financial Officer of
the Company, acting singly.

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

         "BORROWER" means, as applicable, any of the Company and the Subsidiary
Borrowers, together with their respective successors and assigns; and
"BORROWERS" shall mean, collectively, the Company and the Subsidiary Borrowers.

         "BORROWING DATE" means a date on which a Loan is made hereunder.

         "BORROWING/CONVERSION/CONTINUATION NOTICE" is defined in Section 2.8
hereof.

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

         "CAPITAL EXPENDITURES" means, without duplication, any expenditures for
any purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with Agreement Accounting Principles
excluding (i) the cost of assets acquired with Capitalized Lease Obligations,
(ii) expenditures of insurance proceeds to rebuild or replace any asset after a
casualty loss and (iii) leasehold improvement expenditures for which the
Borrower or a Subsidiary is reimbursed promptly by the lessor.

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

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


                                      -6-
<PAGE>   13

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

         "CASH EQUIVALENTS" means (i) marketable direct obligations issued or
unconditionally guaranteed by the government of the United States and backed by
the full faith and credit of the United States government; (ii) domestic and
Eurocurrency certificates of deposit and time deposits, bankers' acceptances and
floating rate certificates of deposit issued by any commercial bank organized
under the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies, the long-term
indebtedness of which institution at the time of acquisition is rated A- (or
better) by Standard & Poor's Ratings Group or A3 (or better) by Moody's
Investors Services, Inc., and which certificates of deposit and time deposits
are fully protected against currency fluctuations for any such deposits with a
term of more than ninety (90) days; (iii) shares of money market, mutual or
similar funds having assets in excess of $100,000,000 and the investments of
which are limited to (x) investment grade securities (i.e., securities rated at
least Baa by Moody's Investors Service, Inc. or at least BBB by Standard &
Poor's Ratings Group) and (y) commercial paper of United States and foreign
banks and bank holding companies and their subsidiaries and United States and
foreign finance, commercial industrial or utility companies which, at the time
of acquisition, are rated A-1 (or better) by Standard & Poor's Ratings Group or
P-1 (or better) by Moody's Investors Services, Inc. (all such institutions
being, "QUALIFIED INSTITUTIONS"); and (iv) commercial paper of Qualified
Institutions; provided that the maturities of such Cash Equivalents shall not
exceed three hundred sixty-five (365) days from the date of acquisition thereof.

         "CHANGE" is defined in Section 4.2 hereof.

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

         (a)      any "person" or "group" (as such terms are used in Sections
                  13(d) and 14(d) of the Exchange Act of 1934), becomes the
                  "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under
                  the Exchange Act of 1934, provided that a person shall be
                  deemed to have "beneficial ownership" of all securities that
                  such person has the right to acquire, whether such right is
                  exercisable immediately or only after the passage of time),
                  directly or indirectly, of twenty-five percent (25%) or more
                  of the combined voting power of the Company's outstanding
                  Capital Stock ordinarily having the right to vote at an
                  election of directors; or

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

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


                                      -7-
<PAGE>   14

         "CLOSING DATE" means the date upon which the applicable conditions
precedent set forth in Article V of the Existing Agreement were satisfied and
the initial Loans thereunder made, which was November 4, 1999.

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

         "COLLATERAL AGENT" means ABN in its capacity as collateral agent for
the Lenders and the "Lenders" under the 364-Day Agreement.

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

         "COMMITMENT", as to each Lender, means (i) such Lender's Term Loan
Commitment, (ii) such Lender's Tranche A Revolving Loan Commitment and (iii)
such Lender's Tranche B Revolving Loan Commitment.

         "COMPANY" means Lanier Worldwide, Inc., a Delaware corporation,
together with its successors and assigns, including a debtor-in-possession on
behalf of the Company.

         "COMPETITIVE BID ADVANCE" means a borrowing hereunder consisting of the
aggregate amount of the several Competitive Bid Loans made by some or all of the
Lenders to the Company at the same time and for the same Interest Period.

         "COMPETITIVE BID BORROWING NOTICE" is defined in Section 2.2(F).

         "COMPETITIVE BID LOAN" means a Eurocurrency Bid Rate Loan or an
Absolute Rate Loan, or both, as the case may be and in either case in Dollars.

         "COMPETITIVE BID MARGIN" means the margin above or below the applicable
Eurocurrency Base Rate offered for a Eurocurrency Bid Rate Loan, expressed as a
percentage (rounded to the nearest 1/100 of 1%) to be added to or subtracted
from such Eurocurrency Base Rate.

         "COMPETITIVE BID RATE" means, for any day for any Competitive Bid Loan
for the relevant Interest Period, the per annum rate of interest selected by the
Company in accordance with Section 2.2.

         "COMPETITIVE BID QUOTE" means a Competitive Bid Quote substantially in
the form of Exhibit L hereto completed and delivered by a Lender to the
Administrative Agent in accordance with Section 2.2(D).

         "COMPETITIVE BID QUOTE REQUEST" means a Competitive Bid Quote Request
substantially in the form of Exhibit J hereto completed and delivered by the
Company to the Administrative Agent in accordance with Section 2.2(B).


                                      -8-
<PAGE>   15

         "CONSOLIDATED NET ASSETS" means the total assets of the Company and its
Subsidiaries on a consolidated basis (determined in accordance with Agreement
Accounting Principles), but excluding therefrom all goodwill and other
intangible assets under Agreement Accounting Principles.

         "CONSOLIDATED NET SALES" means all product and supply sales and
rentals, facilities management revenues and service income (net of returns and
allowances and excluding financial income) shown on a consolidated income
statement of the Company and its Subsidiaries, prepared in accordance with
Agreement Accounting Principles.

         "CONSOLIDATED NET WORTH" means, at a particular date, all amounts which
would be included under shareholders' equity on the consolidated balance sheet
for the Company and its consolidated Subsidiaries, in each case as determined in
accordance with Agreement Accounting Principles; excluding the effects, whether
positive or negative, of foreign exchange translation adjustments after the
Closing Date.

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

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

         "CONTINUING DIRECTOR" means, with respect to any Person as of any date
of determination, any member of the board of directors of such Person who (a)
was a member of such board of directors on the Closing Date or, with respect to
the Company, was identified in the Form 10 as a Person who would become a member
of such board of directors in connection with the Spin-off, or (b) was nominated
for election or elected to such board of directors with the approval of the
Continuing Directors who were members of such board at the time of such
nomination or election.


                                      -9-
<PAGE>   16
         "CONTRACTUAL OBLIGATION", as applied to any Person, means any provision
of any equity or debt securities issued by that Person or any indenture,
mortgage, deed of trust, security agreement, pledge agreement, guaranty,
contract, undertaking, agreement or instrument, in any case in writing, to which
that Person is a party or by which it or any of its properties is bound, or to
which it or any of its properties is subject.

         "CONTROLLED GROUP" means the group consisting of (i) any corporation
which is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as the Company; (ii) a partnership or
other trade or business (whether or not incorporated) which is under common
control (within the meaning of Section 414(c) of the Code) with the Company; and
(iii) a member of the same affiliated service group (within the meaning of
Section 414(m) of the Code) as the Company, in each case ((i), (ii) or (iii))
giving effect to the consummation of the transactions contemplated by the Loan
Documents and the Spinoff Materials.

         "CUSTOMARY PERMITTED LIENS" means:

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

                  (ii)     Statutory Liens of landlords and Liens of suppliers,
         mechanics, carriers, materialmen, warehousemen, service providers or
         workmen and other similar Liens imposed by law created in the ordinary
         course of business for amounts not more than sixty (60) days past due
         or which thereafter can be paid without penalty or which are being
         contested in good faith by appropriate proceedings properly instituted
         and diligently conducted and with respect to which adequate reserves or
         other appropriate provisions are being maintained in accordance with
         Agreement Accounting Principles;

                  (iii)    Liens (other than Environmental Liens and Liens in
         favor of the IRS or the PBGC) incurred or deposits made in the ordinary
         course of business in connection with workers' compensation,
         unemployment insurance or other types of social security benefits;
         provided that all such Liens do not in the aggregate materially detract
         from the value of the Company's or its Subsidiaries' assets or property
         taken as a whole or materially impair the use thereof in the operation
         of their businesses taken as a whole;

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


                                      -10-
<PAGE>   17

         property or with the ordinary conduct of the business of the Company or
         any of its Subsidiaries;

                  (v)      Any interest or title of the lessor in the property
         subject to any operating lease entered into by the Company or any of
         its Subsidiaries in the ordinary course of business; and

                  (vi)     Liens securing the performance of bids, tenders,
         contracts, surety and appeal bonds, incurred in the ordinary course of
         business, not to exceed at any time $10,000,000 in the aggregate.

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

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

         "DIVIDEND" means the cash distribution of approximately $568,000,000
(which amount gives effect to a positive cash adjustment of approximately
$23,000,000 in favor of the Company pursuant to the Spin-off Materials) paid by
the Company to Harris in connection with the Spin-off. Notwithstanding anything
in this Agreement to the contrary, (i) such distribution may take the form of a
redemption by the Company of shares in the Company held by Harris in exchange
for cash or for promissory notes in the approximate amount of $568,000,000
followed by the repayment or redemption of such notes in full for cash on the
Closing Date and (ii) such transactions shall not be deemed to give rise to a
Default or Unmatured Default or to result in any representation or warranty of
the Borrowers in any Loan Document being untrue or incorrect.

         "DOCUMENTATION AGENT" means Wachovia Bank N.A., in its capacity as
documentation agent for the loan transaction evidenced by this Agreement,
together with its successors and assigns.

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

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

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

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


                                      -11-
<PAGE>   18

         "DOLLAR SWING LINE COMMITMENT" means the obligation of the Dollar Swing
Line Bank to make Dollar Swing Line Loans up to a maximum principal amount of
$25,000,000 at any one time outstanding.

         "DOLLAR SWING LINE LOAN" means a Loan made to the Company by the Dollar
Swing Line Bank pursuant to Section 2.3 hereof.

         "DOMESTIC SUBSIDIARY" means a Subsidiary of the Company organized under
the laws of a jurisdiction located in the United States of America (excluding
the Commonwealth of Puerto Rico).

         "EBITDA" means, for any period, on a consolidated basis for the Company
and its Subsidiaries, the sum of the amounts for such period, without
duplication, of (i) Net Income, plus (ii) Interest Expense to the extent
deducted in computing Net Income, plus (iii) charges against income for foreign,
federal, state and local taxes to the extent deducted in computing Net Income,
plus (iv) depreciation expense to the extent deducted in computing Net Income,
plus (v) amortization expense, including, without limitation, amortization of
goodwill and other intangible assets to the extent deducted in computing Net
Income, plus (vi) other extraordinary non-cash charges to the extent deducted in
computing Net Income, minus (vii) other extraordinary non-cash credits to the
extent added in computing Net Income, plus (viii) nonrecurring after-tax losses
(or minus nonrecurring after-tax gains); provided that, with respect to fiscal
quarters ending on or before December 31, 1999, EBITDA shall be adjusted (x) to
add back all professional fees and expenses incurred by the Company in
connection with the Spin-off and this Agreement (not to exceed $15,000,000), to
the extent deducted in computing Net Income; (y) to add back the special charges
incurred by the Company for the fiscal quarter ended July 2, 1999, totaling
$18,700,000, and deducted in computing Net Income; and (z) to add back any
management fee charged by Harris to the Company, to the extent deducted in
computing Net Income, and to subtract the sum of $1,750,000 for each such fiscal
quarter (pro rated for the fiscal year ending December 31, 1999), representing
the pro forma legal, audit and other similar expenses that the Company is
expected to incur after the Spin-off, all on the basis set forth in the pro
forma adjustments described in Note (A) of the Unaudited Pro Forma Consolidated
Income Statement of the Company for the Fiscal Year ended July 2, 1999 set forth
in the Form 10.

         "EBITDAR" means, for any period, on a consolidated basis for the
Company and its Subsidiaries, the sum of the amounts for such period, without
duplication, of (i) EBITDA, plus Rentals to the extent deducted in computing Net
Income.

         "EFFECTIVE DATE" means the date upon which this Agreement becomes
effective in accordance with Section 5.4.

         "ELIGIBLE CURRENCY" means any currency other than Dollars with respect
to which the Administrative Agent or the applicable Borrower has not given
notice in accordance with Section 2.23 and that is readily available, freely
traded, in which deposits are customarily offered to banks in the London
interbank market (or other market where the Administrative Agent's or Alternate
Currency Bank's, as applicable, foreign currency operations in respect of such
currency are then being conducted), convertible into Dollars in the
international interbank market


                                      -12-
<PAGE>   19

available to the Lenders in such market and as to which an Equivalent Amount may
be readily calculated. If, after the designation pursuant to the terms of this
Agreement of any currency as an Agreed Currency or Alternate Currency, (i)
currency control or other exchange regulations are imposed in the country in
which such currency is issued with the result that different types of such
currency are introduced, such country's currency is, in the determination of the
Administrative Agent, no longer readily available or freely traded or (ii) in
the determination of the Administrative Agent, an Equivalent Amount for such
currency is not readily calculable (each of clause (i) and (ii), a
"DISQUALIFYING EVENT"), then the Administrative Agent shall promptly notify the
Lenders and the Company, and such country's currency shall no longer be an
Agreed Currency or Alternate Currency until such time as the Disqualifying
Event(s) no longer exist, but in any event within five (5) Business Days of
receipt of such notice from the Administrative Agent, the applicable Borrowers
shall repay all Loans in such currency to which the Disqualifying Event applies
or convert such Loan into Loans in Dollars or another Agreed Currency or
Alternate Currency, subject to the other terms contained in Articles II and IV.

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

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

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

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

         "EQUIVALENT AMOUNT" of any currency with respect to any amount of
Dollars at any date shall mean the equivalent in such currency of such amount of
Dollars, calculated on the basis of the arithmetic mean of the buy and sell spot
rates of exchange of the Administrative Agent or


                                      -13-
<PAGE>   20
Alternate Currency Bank, as applicable, in the London interbank market (or other
market where the Administrative Agent's or Alternate Currency Bank's, as
applicable, foreign exchange operations in respect of such currency are then
being conducted) for such other currency at or about 11:00 a.m. (local time) two
(2) Business Days prior to the date on which such amount is to be determined,
rounded up to the nearest amount of such currency as determined by the
applicable Alternate Currency Bank from time to time; provided, however, that if
at the time of any such determination, for any reason, no such spot rate is
being quoted, the Administrative Agent or Alternate Currency Bank, as
applicable, may use any reasonable method it deems appropriate to determine such
amount, and such determination shall be conclusive absent manifest error.

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

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

         "EUROCURRENCY AUCTION" means a solicitation of Competitive Bid Quotes
setting forth Competitive Bid Margins pursuant to Section 2.2.

         "EUROCURRENCY BASE RATE" means, with respect to a Eurocurrency Rate
Loan or Eurocurrency Bid Rate Loan for any specified Interest Period, (a) for
any Eurocurrency Bid Rate Loan or Eurocurrency Rate Loan in any Agreed Currency
other than euro, either (i) the rate of interest per annum equal to the rate for
deposits in the applicable Agreed Currency in the approximate amount of the Pro
Rata Tranche A Revolving Share, Pro Rata Tranche B Revolving Share or Pro Rata
Term Share, as applicable, of the Administrative Agent of such Eurocurrency Rate
Advance with a maturity approximately equal to such Interest Period which
appears on Telerate Page 3740 or Telerate Page 3750, as applicable, or, if there
is more than one such rate, the average of such rates rounded to the nearest
1/100 of 1%, as of 11:00 a.m. (London time) two (2) Business Days prior to the
first day of such Interest Period or (ii) if no such rate of interest appears on
Telerate Page 3740 or Telerate Page 3750, as applicable, for any specified
Interest Period, the rate at which deposits in the applicable Agreed Currency
are offered by the Administrative Agent to first-class banks in the London
interbank market at approximately 11:00 a.m. (London time) two (2) Business Days
prior to the first day of such Interest Period, in the approximate amount of the
Pro Rata Tranche A Revolving Share, Pro Rata Tranche B Revolving Share or Pro
Rata Term Share, as applicable, of the Administrative Agent of such Eurocurrency
Rate Loan, or, in the case of a Eurocurrency Bid Rate Loan, the amount of the
Eurocurrency Bid Rate Loan requested by the Company, and having a maturity
approximately equal to such Interest Period; and (b) with respect to any
Eurocurrency Rate Loan in euro for any Interest Period, the interest rate per
annum equal to the rate determined by the Administrative Agent to be the rate at
which deposits in euro appear on Telerate Page 248 as of 11:00 a.m. (Brussels
time), on the date that is two (2) TARGET Settlement Days preceding the first
day of such Interest Period; provided, that if such rate does not appear on
Telerate Page 248, then the


                                      -14-
<PAGE>   21
Eurocurrency Base Rate shall be an interest rate per annum equal to the
arithmetic mean determined by the Administrative Agent (rounded upwards to the
nearest .01%) of the rates per annum at which deposits in euro are offered by
the three (3) leading banks in the euro-zone interbank market on or about 11:00
a.m. (Brussels time), on the date which is two (2) TARGET Settlement Days prior
to the first day of such Interest Period to other leading banks in the euro-zone
interbank market, in the case of each of clause (a) and clause (b), as adjusted
for Reserves. The terms "Telerate Page 3740", "Telerate Page 3750" and "Telerate
Page 248" mean the display designated as "Page 3740", "Page 3750" and "Page
248", as applicable, on the Associated Press-Dow Jones Telerate Service (or such
other page as may replace Page 3740, Page 3750 or Page 248, as applicable, on
the Associated Press-Dow Jones Telerate Service or such other service as may be
nominated by the British Bankers' Association as the information vendor for the
purpose of displaying British Bankers' Association interest rate settlement
rates for the relevant Agreed Currency). Any Eurocurrency Base Rate determined
on the basis of the rate displayed on Telerate Page 3740 or Telerate Page 3750
or Telerate Page 248 in accordance with the foregoing provisions of this
subparagraph shall be subject to corrections, if any, made in such rate and
displayed by the Associated Press-Dow Jones Telerate Service within one hour of
the time when such rate is first displayed by such service.

         "EUROCURRENCY BID RATE" means, with respect to a Eurocurrency Bid Rate
Loan made by a given Lender for the relevant Interest Period, the sum of (a) the
Eurocurrency Base Rate and (b) the Competitive Bid Margin offered by such Lender
and accepted by the Company.

         "EUROCURRENCY BID RATE ADVANCE" means a Competitive Bid Advance which
bears interest at a Eurocurrency Bid Rate.

         "EUROCURRENCY BID RATE LOAN" means a Loan which bears interest at the
Eurocurrency Bid Rate.

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

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

         "EUROCURRENCY RATE ADVANCE" means an Advance (other than a Eurocurrency
Bid Rate Advance) which bears interest at the Eurocurrency Rate.

         "EUROCURRENCY RATE LOAN means a Loan made by a Lender pursuant to
Section 2.1, which bears interest at the Eurocurrency Rate.


                                      -15-
<PAGE>   22
         "EXISTING AGREEMENT" means that certain 5-Year Credit Agreement, dated
as of October 20, 1999, by and among the Borrowers, the Agents and certain
Lenders, as amended by Amendment No. 1.

         "FACILITY TERMINATION DATE" shall mean the date on which all of the
Termination Conditions have been satisfied.

         "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 11:00 a.m. (New
York time) on such day on such transactions received by the Administrative Agent
from three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

         "FEE LETTERS" means, collectively, the Administrative Agent Fee Letter
and that certain fee letter, dated as of October 7, 1999, by and among the
Company, the Lead Arrangers and the Agents and the related letter dated October
20, 1999 from the Administrative Agent to the Company.

         "FIXED-RATE ADVANCE" means an Advance which bears interest at the
Eurocurrency Rate, the Eurocurrency Bid Rate, the Absolute Rate or at a fixed
Alternate Currency Rate.

         "FIXED-RATE LOANS" means, collectively, the Eurocurrency Rate Loans,
the Eurocurrency Bid Rate Loans, the Absolute Rate Loans and the Alternate
Currency Loans.

         "FLOATING RATE" means, for any day for any Loan, a rate per annum equal
to (a) in the case of Loans in Dollars or Multicurrency Swing Line Loans in any
Agreed Currency, the Alternate Base Rate for such day, changing when and as the
Alternate Base Rate changes, plus the then Applicable Floating Rate Margin, and
(b) in the case of Alternate Currency Loans, the rate specified as such in the
applicable Alternate Currency Addendum.

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

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

         "FOREIGN EMPLOYEE BENEFIT PLAN" means any employee benefit plan as
defined in Section 3(3) of ERISA which is maintained or contributed to for the
benefit of the employees of the Company, any of its Subsidiaries or any members
of its Controlled Group and is not covered by ERISA pursuant to ERISA Section
4(b)(4).

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


                                      -16-
<PAGE>   23
         "FOREIGN PENSION PLAN" means any employee benefit plan as described in
Section 3(3) of ERISA for which the Company or any member of its Controlled
Group is a sponsor or administrator and which (i) is maintained or contributed
to for the benefit of employees of the Company, any of its Subsidiaries or any
member of its Controlled Group, (ii) is not covered by ERISA pursuant to Section
4(b)(4) of ERISA, and (iii) under applicable local law, is required to be funded
through a trust or other funding vehicle.

         "FORM 10" means the Form 10/A (Amendment No. 3) Registration Statement
filed by the Company with the Commission on October 20, 1999 regarding the
Spin-off.

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

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

         "GUARANTEED OBLIGATIONS" is defined in Section 10.1 hereof.

         "GUARANTOR" means each Subsidiary of the Company that from time to time
is party to a Guaranty.

         "GUARANTY" means each of (i) that certain Guaranty (and any and all
supplements thereto) executed from time to time by each Subsidiary Borrower that
is a Domestic Subsidiary and each other Domestic Subsidiary of the Company as
required pursuant to Section 7.2(K) in favor of the Administrative Agent for the
benefit of itself and the Holders of Obligations, in substantially the form of
Exhibit G-1 attached hereto, and (ii) the guaranty by the Company of all of the
Obligations of the Subsidiary Borrowers pursuant to this Agreement and the
Alternate Currency Addenda, in each case as amended, restated, supplemented or
otherwise modified from time to time.

         "HARRIS" means Harris Corporation, a Delaware corporation, and its
successors and assigns.

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

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


                                      -17-
<PAGE>   24
         "HOLDERS OF OBLIGATIONS" means the holders of the Obligations from time
to time and shall include (i) each Lender in respect of its Loans, (ii) each
Issuing Bank in respect of Reimbursement Obligations owed to it, (iii) the
Agents, the Lenders and the Issuing Banks in respect of all other present and
future obligations and liabilities of the Company or any of its Subsidiaries of
every type and description arising under or in connection with this Agreement or
any other Loan Document, (iv) each Indemnitee in respect of the obligations and
liabilities of the Company or any of its Subsidiaries to such Person hereunder
or under the other Loan Documents, and (v) their respective successors,
transferees and assigns.

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

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

         "INTEREST EXPENSE" means, for any period, the total interest expense of
the Company and its consolidated Subsidiaries, whether paid or accrued
(including the interest component of Capitalized Leases, commitment fees and
fees for stand-by letters of credit), all as determined in conformity with
Agreement Accounting Principles.

         "INTEREST PERIOD" means (i) any Alternate Currency Interest Period,
(ii) any Absolute Rate Interest Period, and (iii) with respect to a Eurocurrency
Rate Loan or a Eurocurrency Bid Rate Loan, a period of one (1), two (2), three
(3) or six (6) months, commencing on a Business Day selected by the applicable
Borrower on which a Eurocurrency Rate Advance is made to such Borrower pursuant
to this Agreement. Such Interest Period described in clause (iii) above shall
end on (but exclude) the day which corresponds numerically to such date one,
two, three or six months thereafter; provided, however, that if there is no such
numerically corresponding day in such next, second, third or sixth succeeding
month, such Interest Period shall end on the last Business Day of such next,
second, third or sixth succeeding month. If an Interest Period would otherwise
end on a day which is not a Business Day, such Interest Period shall end on the
next


                                      -18-
<PAGE>   25
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

         "INVENTORY" shall mean any and all goods, including, without
limitation, goods in transit, wheresoever located, whether now owned or
hereafter acquired by the Company or any of its Subsidiaries, which are held for
sale, rental or lease, furnished under any contract of service or held as raw
materials, work in process or supplies, and all materials used or consumed in
the business of the Company or any of its Subsidiaries.

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

         "INVITATION FOR COMPETITIVE BID QUOTES" means an Invitation for
Competitive Bid Quotes substantially in the form of Exhibit K hereto, completed
and delivered by the Administrative Agent to the Lenders in accordance with
Section 2.2(C).

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

         "ISSUING BANKS" means ABN or any of its Affiliates or any of the Agents
in its separate capacity as an issuer of Letters of Credit pursuant to Section
3.1. The designation of any Lender as an Issuing Bank after the date hereof
shall be subject to the prior written consent of the Administrative Agent, which
consent shall not be unreasonably withheld, and of the Company and such Lender.

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

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

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

         "L/C OBLIGATIONS" means, without duplication, an amount equal to the
sum of (i) the aggregate of the Dollar Amount then available for drawing under
each of the Letters of Credit, (ii) the Dollar Amount equal to the face amount
of all outstanding L/C Drafts corresponding to the Letters of Credit, which L/C
Drafts have been accepted by the applicable Issuing Bank, (iii) the aggregate
outstanding Dollar Amount of all Reimbursement Obligations at such time and (iv)
the aggregate Dollar Amount equal to the face amount of all Letters of Credit
requested by the


                                      -19-
<PAGE>   26
Borrowers but not yet issued (unless the request for an unissued Letter of
Credit has been denied).

         "LEAD ARRANGERS" means each of ABN, as Lead Arranger, SunTrust
Equitable Securities Corporation, as Lead Arranger, and Wachovia Securities,
Inc., as Co-Lead Arranger, in their respective capacities as arrangers for the
loan transaction evidenced by this Agreement.

         "LENDERS" means the lending institutions listed on the signature pages
of Amendment No. 1, and their successors and assigns.

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

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

         "LEVERAGE RATIO" means, as of any date of determination, the ratio of
(a) Total Indebtedness on such date of determination to (b) EBITDA for the
period of four fiscal quarters ending on the fiscal quarter end occurring on
such date of determination.

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

         "LOAN(S)" means, (i) in the case of any Lender, such Lender's portion
of any Advance made pursuant to Section 2.1 hereof, in the case of any Alternate
Currency Bank, any Alternate Currency Loan made by it pursuant to Section 2.21
and the applicable Alternate Currency Addendum, in the case of any Lender which
has made a Competitive Bid Loan, any Competitive Bid Loan made by it pursuant to
Section 2.2, and in the case of any Swing Line Bank, any Swing Line Loan made by
it pursuant to Section 2.3, and (ii) collectively, all Revolving Loans, Term
Loans, Alternate Currency Loans, Competitive Bid Loans and Swing Line Loans.

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

         "LOAN DOCUMENTS" means this Agreement, each Alternate Currency Addendum
executed hereunder, each Assumption Letter executed hereunder, the Pledge
Agreement, the Guaranty, the Subordination Agreement, the Fee Letters and all
other documents, instruments, notes and agreements executed in connection
therewith or contemplated thereby (other than the 364-Day Credit Agreement and
the documents related thereto), as the same may be amended, restated or
otherwise modified and in effect from time to time.

         "LOAN PARTIES" means each of the Company, each Subsidiary Borrower and
each of the Guarantors.


                                      -20-
<PAGE>   27
         "MARGIN STOCK" shall have the meaning ascribed to such term in
Regulation U.

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

         "MATERIAL SUBSIDIARY" means each Subsidiary Borrower and each other
Subsidiary having assets in excess of $10,000,000 or annual sales (determined as
of the most recently ended fiscal quarter) in excess of $20,000,000.

         "MULTICURRENCY SWING LINE BANK" means ABN AMRO Bank N.V., Belgium
Branch or any other Lender as a successor Multicurrency Swing Line Bank pursuant
to the terms hereof.

         "MULTICURRENCY SWING LINE COMMITMENT" means the obligation of the
Multicurrency Swing Line Bank to make Multicurrency Swing Line Loans up to a
maximum principal Dollar Amount of $25,000,000 at any one time outstanding.

         "MULTICURRENCY SWING LINE LOAN" means a Loan made to the Company by the
Multicurrency Swing Line Bank pursuant to Section 2.3 hereof.

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

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

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

         "NOTICE OF ASSIGNMENT" is defined in Section 14.3(B) hereof.

         "OBLIGATIONS" means all Loans, L/C Obligations, advances, debts,
liabilities, obligations, covenants and duties owing by the Borrowers or any of
their Subsidiaries to the Administrative Agent, any Lender, any Swing Line Bank,
any Arranger, any Affiliate of the Administrative Agent or any Lender, any
Issuing Bank or any Indemnitee, of any kind or nature, present or future,
arising under this Agreement, the L/C Documents, any Alternate Currency Addendum
or any other Loan Document, whether or not evidenced by any note, guaranty or
other instrument, whether or not for the payment of money, whether arising by
reason of an extension of credit, loan, guaranty, indemnification, or in any
other manner, whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or
hereafter arising and however acquired. The term includes, without limitation,
all interest,


                                      -21-
<PAGE>   28

charges, expenses, fees, reasonable attorneys' fees and disbursements,
reasonable paralegals' fees (in each case whether or not allowed), and any other
sum chargeable to the Company or any of its Subsidiaries under this Agreement or
any other Loan Document.

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

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

         "PARTICIPANTS" is defined in Section 14.2(A) hereof.

         "PAYMENT DATE" means the last day of each March, June, September and
December, the Termination Date (or such earlier date on which the Aggregate
Commitment shall terminate or be cancelled), and the Facility Termination Date.

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

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

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

         "PERMITTED EXISTING INDEBTEDNESS" means the Indebtedness of the Company
and its Subsidiaries identified as such on Schedule 1.1.2 to this Agreement.

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

         "PERMITTED REFINANCING INDEBTEDNESS" means any replacement, renewal,
refinancing or extension of any Indebtedness permitted by this Agreement that
(i) does not exceed the aggregate principal amount (plus accrued interest and
any applicable premium and associated fees and expenses) of the Indebtedness
being replaced, renewed, refinanced or extended, (ii) does not have a Weighted
Average Life to Maturity at the time of such replacement, renewal, refinancing
or extension that is less than the Weighted Average Life to Maturity of the
Indebtedness being replaced, renewed, refinanced or extended, (iii) does not
rank at the time of such replacement, renewal, refinancing or extension senior
to the Indebtedness being replaced, renewed, refinanced or extended, and (iv)
does not contain terms (including, without limitation, terms relating to
security, amortization, interest rate, premiums, fees, covenants, event of
default and remedies) materially less favorable to the Company, its Subsidiaries
or the Lenders than those applicable to


                                      -22-
<PAGE>   29

the Indebtedness being replaced, renewed, refinanced or extended; provided, that
Indebtedness being refinanced at maturity may be subject to then current market
rates of interest, provisions and fees.

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

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

         "PLEDGE AGREEMENT" means one or more pledge agreements, each in form
and substance reasonably satisfactory to the Administrative Agent, executed and
delivered by the Company and/or certain of its Subsidiaries pursuant to Section
7.2(N) hereof, as the same may be amended, supplemented or otherwise modified
from time to time.

         "PRIME RATE" means the "prime rate" of interest announced by ABN from
time to time at its Chicago office, changing when and as said prime rate
changes.

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

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


                                      -23-
<PAGE>   30

the obligations to refund or purchase participations in Swing Line Loans plus
(E) such Lender's Competitive Bid Advances, by (y) the sum of (A) the aggregate
outstanding amount of all Revolving Loans, plus (B) the aggregate outstanding
amount of all Term Loans, plus (C) the aggregate outstanding amount of all
Alternate Currency Loans and all Letters of Credit, plus (D) the aggregate
outstanding amount of all Swing Line Loans, plus (E) the aggregate outstanding
amount of all Competitive Bid Advances.

         "PRO RATA TERM SHARE" means, with respect to any Lender, the percentage
obtained by dividing such Lender's Term Loan Commitment by the Aggregate Term
Loan Commitment.

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

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

         "PURCHASERS" is defined in Section 14.3(A) hereof.

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


                                      -24-
<PAGE>   31

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

         "REGISTER" is defined in Section 14.3(C) hereof.

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

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

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

         "REIMBURSEMENT OBLIGATION" is defined in Section 3.7 hereof.

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

         "RENTALS" of a Person means the aggregate fixed amounts payable by such
Person under any lease of real or personal property.

         "REPLACEMENT LENDER" is defined in Section 2.20 hereof.

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


                                      -25-
<PAGE>   32

         "REQUIRED LENDERS" means Lenders hereunder whose Pro Rata Shares, in
the aggregate, are at least fifty-one percent (51%); provided, however, that
solely with respect to any waiver or amendment of the provisions of Section 7.4,
until such time as the aggregate amount of Revolving Loan Commitments hereunder
and "Commitments" under the 364-Day Credit Agreement of the Agents (in their
individual capacities) and their Affiliates are $330,000,000 or less, "Required
Lenders" shall mean Lenders hereunder whose Pro Rata Shares, in the aggregate,
are at least sixty-six and two-thirds percent (66-2/3%).

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

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

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

         "REVOLVING CREDIT OBLIGATIONS" means, at any particular time, the sum
of (i) the Tranche A Revolving Credit Obligations at such time, plus (ii) the
Tranche B Revolving Credit Obligations at such time.

         "REVOLVING LOAN" is defined in Section 2.1 hereof.


                                      -26-
<PAGE>   33

         "REVOLVING LOAN COMMITMENT" means, for each Lender, the aggregate of
such Lender's Tranche A Revolving Loan Commitment and such Lender's Tranche B
Revolving Loan Commitment.

         "REVOLVING LOAN TERMINATION DATE" means October 20, 2004.

         "SALE AND LEASEBACK TRANSACTION" shall mean any lease, whether an
operating lease or a Capitalized Lease, of any property (whether real or
personal or mixed), (i) which the Company or one of its Subsidiaries sold or
transferred or is to sell or transfer to any other Person, or (ii) which the
Company or one of its Subsidiaries intends to use for substantially the same
purposes as any other property which has been or is to be sold or transferred by
the Company or one of its Subsidiaries to any other Person in connection with
such lease.

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

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

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

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

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

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

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

         "SPIN-OFF" means the distribution of approximately ninety percent (90%)
of the Capital Stock of the Company by Harris to Harris's stockholders.

         "SPIN-OFF MATERIALS" means the Form 10, the Distribution Agreement
referred to therein, the Tax Disaffiliation Agreement referred to therein and
the Transition Services Agreement referred to therein, the Registration Rights
Agreement referred to therein and the Employee Benefits and Compensation
Allocation Agreement referred to therein.

         "SUBORDINATION AGREEMENT" means that certain Subordination Agreement
(and any and all supplements thereto) executed from time to time by each
Subsidiary of the Company listed on Schedule 6.8 and each other Subsidiary of
the Company as required pursuant to Section 7.2(K) in favor of the
Administrative Agent for the benefit of itself and the Holders of Obligations,
in


                                      -27-
<PAGE>   34
substantially the form of Exhibit G-2 attached hereto, as the same may be
amended, restated, supplemented or otherwise modified from time to time.

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

         "SUBSIDIARY BORROWER" means each of the Company's Subsidiaries listed
on the signature pages hereto and any other Subsidiaries of the Company duly
designated by the Company pursuant to Section 2.24 to request Advances
hereunder, which Subsidiary shall have delivered to the Administrative Agent an
Assumption Letter in accordance with Section 2.24 and such other documents as
may be required pursuant to this Agreement, in each case together with its
respective successors and assigns, including a debtor-in-possession on behalf of
such Subsidiary Borrower.

         "SWING LINE BANK" means, as applicable, the Dollar Swing Line Bank or
the Multicurrency Swing Line Bank.

         "SWING LINE COMMITMENT" means the sum of the Dollar Swing Line
Commitment and the Multicurrency Swing Line Commitment.

         "SWING LINE LOAN" means, as applicable, a Dollar Swing Line Loan or a
Multicurrency Swing Line Loan.

         "SYNDICATION AGENT" means SunTrust Bank, Atlanta, in its capacity as
syndication agent for the loan transaction evidenced by this Agreement, together
with its successors and assigns.

         "364-DAY CREDIT AGREEMENT" means that certain 364-Day Credit Agreement,
dated as of October 20, 1999 among the Company, the subsidiary borrowers from
time to time parties thereto, the Agents and the financial institutions from
time to time parties thereto as lenders, as amended by that certain Amendment
No. 1, dated as of November 4, 1999, and as the same may be amended, restated,
supplemented or otherwise modified from time to time.

         "TARGET SETTLEMENT DAY" means any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.

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

         "TERM LOAN" means a term loan made by a Lender pursuant to Section
2.1(D) hereof and, collectively, all such term loans.


                                      -28-
<PAGE>   35

         "TERM LOAN COMMITMENT" means, for each Lender, (i) prior to the making
of the Term Loans, the amount set forth on Exhibit A to this Agreement opposite
its name thereon under the heading "Term Loan Commitment" and (ii) after the
making of the Term Loans, the outstanding principal balance of its Term Loan.

         "TERM LOAN TERMINATION DATE" means October 20, 2001.

         "TERMINATION CONDITIONS" is defined in Section 2.19.

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

         "TERMINATION EVENT" means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of the Company or any member of the Controlled
Group from a Benefit Plan during a plan year in which the Company or such
Controlled Group member was a "substantial employer" as defined in Section
4001(a)(2) of ERISA or the cessation of operations which results in the
termination of employment of twenty percent (20%) of Benefit Plan participants
who are employees of the Company or any member of the Controlled Group; (iii)
the imposition of an obligation on the Company or any member of the Controlled
Group under Section 4041 of ERISA to provide affected parties written notice of
intent to terminate a Benefit Plan in a distress termination described in
Section 4041(c) of ERISA; (iv) the institution by the PBGC or any similar
foreign governmental authority of proceedings to terminate a Benefit Plan or
Foreign Pension Plan; (v) any event or condition which constitutes grounds under
Section 4042 of ERISA which are reasonably likely to lead to the termination of,
or the appointment of a trustee to administer, any Benefit Plan; (vi) that a
foreign governmental authority shall appoint or institute proceedings to appoint
a trustee to administer any Foreign Pension Plan in place of the existing
administrator, or (vii) the partial or complete withdrawal of the Company or any
member of the Controlled Group from a Multiemployer Plan or Foreign Pension
Plan.

         "TOTAL INDEBTEDNESS" means, without duplication, (a) all Indebtedness
of the Company and its Subsidiaries, on a consolidated basis, required to be
reflected on a balance sheet prepared in accordance with Agreement Accounting
Principles, plus, without duplication, (b) (i) the face amount of all
outstanding letters of credit (including Letters of Credit) in respect of which
the Company or any Subsidiary has any actual or contingent reimbursement
obligation, plus (ii) the principal amount of all Indebtedness of any Person in
respect of which the Company or any Subsidiary has a Contingent Obligation, plus
(iii) outstanding principal balances (representing securitized but unliquidated
assets) under asset securitization agreements (including, without limitation,
the outstanding principal balance of Receivables under Receivables
transactions), plus (iv) the implied debt component of synthetic leases of which
the Company or any Subsidiary is lessee or any other off-balance sheet financing
arrangements (including, without limitation, any such arrangements giving rise
to any Off-Balance Sheet Liabilities).

         "TRANCHE A ADVANCE" means an Advance comprised of Tranche A Revolving
Loans.


                                      -29-
<PAGE>   36

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

         "TRANCHE A REVOLVING CREDIT OBLIGATIONS" means, at any particular time,
the sum of (i) the outstanding principal Dollar Amount of the Tranche A
Revolving Loans at such time, plus (ii) the outstanding L/C Obligations at such
time, plus (iii) the outstanding principal amount of all Competitive Bid Loans
at such time plus (iv) the outstanding principal amount of all Dollar Swing Line
Loans at such time.

         "TRANCHE A REVOLVING LOAN" is defined in  Section 2.1 hereof.

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

         "TRANCHE B ADVANCE" means an Advance comprised of Tranche B Revolving
Loans.

         "TRANCHE B REVOLVING CREDIT AVAILABILITY" means, at any particular
time, the amount by which (i) the Aggregate Tranche B Revolving Loan Commitment
at such time exceeds (ii)(a) the Dollar Amount of the Tranche B Revolving Credit
Obligations outstanding at such time, plus (b) the aggregate unused Alternate
Currency Commitments at such time, plus (c) the unused Multicurrency Swing Line
Commitment.

         "TRANCHE B REVOLVING CREDIT OBLIGATIONS" means, at any particular time,
(i) the outstanding principal Dollar Amount of the Tranche B Revolving Loans at
such time, plus (ii) the Dollar Amount of the outstanding principal amount of
the Alternate Currency Loans at such time.

         "TRANCHE B REVOLVING LOAN" is defined in  Section 2.1 hereof.

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

         "TRANSFEREE" is defined in Section 14.5 hereof.


                                      -30-

<PAGE>   37

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

         "UNFUNDED LIABILITIES" means (i) in the case of Single Employer Plans,
the amount (if any) by which the aggregate accumulated benefit obligations
exceeds the aggregate fair market value of assets of all Single Employer Plans
as of the most recent measurement date for which actuarial valuations have been
completed and certified to the Company, all as determined under FAS 87 using
the methods and assumptions used by the Company for financial accounting
purposes, and (ii) in the case of Multiemployer Plans, the withdrawal liability
that would be incurred by the Controlled Group if all members of the Controlled
Group completely withdrew from all Multiemployer Plans.

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

         "WEIGHTED AVERAGE LIFE TO MATURITY" means when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (ii) the then outstanding
principal amount of such Indebtedness.

         "WHOLLY-OWNED SUBSIDIARY" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability
company, association, joint venture or similar business organization 100% of
the ownership interests having ordinary voting power of which shall at the time
be so owned or controlled. Unless the context otherwise requires, "Wholly-Owned
Subsidiary" means a wholly-owned subsidiary of the Company.

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

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

         1.2      References. Any references to Subsidiaries of the Company set
forth herein shall not in any way be construed as consent by the Administrative
Agent or any Lender to the


                                     -31-
<PAGE>   38

establishment, maintenance or acquisition of any Subsidiary, except as may
otherwise be permitted hereunder.

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


ARTICLE II:       LOAN FACILITIES

                  2.1      Revolving Loans; Term Loans.

                  (A)      Upon the satisfaction of the conditions precedent
                           set forth in Sections 5.1, 5.2 and 5.3, as
                           applicable, from and including the Closing Date and
                           prior to the Revolving Loan Termination Date, each
                           Lender severally and not jointly agrees, on the
                           terms and conditions set forth in this Agreement, to
                           make revolving loans to the Borrowers from time to
                           time (i) in Dollars, in a Dollar Amount not to
                           exceed such Lender's Pro Rata Tranche A Revolving
                           Share of Tranche A Revolving Credit Availability at
                           such time (each individually, a "TRANCHE A REVOLVING
                           LOAN" and, collectively, the "TRANCHE A REVOLVING
                           LOANS"); and (ii) in Dollars or any Agreed Currency,
                           in a Dollar Amount not to exceed such Lender's Pro
                           Rata Tranche B Revolving Share of Tranche B
                           Revolving Credit Availability at such time (each
                           individually, a "Tranche B Revolving Loan,"
                           collectively, the "Tranche B Revolving Loans" and,
                           together with the Tranche A Revolving Loans, the
                           "Revolving Loans"); provided, however, that (i) at
                           no time shall the Dollar Amount of the Tranche A
                           Revolving Credit Obligations exceed the Aggregate
                           Tranche A Revolving Loan Commitment; (ii) at no time
                           shall the Dollar Amount of the Tranche B Revolving
                           Credit Obligations exceed the Aggregate Tranche B
                           Revolving Loan Commitment; (iii) at no time shall
                           the Dollar Amount of the Revolving Credit
                           Obligations of any Subsidiary Borrower that is a
                           Domestic Subsidiary exceed $200,000,000; (iv) at no
                           time shall the aggregate Dollar Amount of the
                           Revolving Credit Obligations of all Foreign
                           Subsidiaries exceed $150,000,000 and (v) Tranche A
                           Revolving Loans shall not be made to any Borrower
                           which is not organized under the laws of a
                           jurisdiction located in the United States of America
                           (excluding the Commonwealth of Puerto Rico). Subject
                           to the terms of this Agreement, the Borrowers may
                           borrow, repay and reborrow Revolving Loans at any
                           time prior to the Revolving Termination Date.
                           Revolving Loans shall be, at the option of the
                           applicable Borrower, selected in accordance with
                           Section 2.10, and shall be either Floating Rate
                           Loans or Eurocurrency Rate Loans. On the Revolving
                           Loan Termination Date, the applicable Borrower shall
                           repay in full the outstanding principal balance of
                           the Revolving Loans. Tranche A Revolving Loans shall
                           be made by each Lender


                                     -32-
<PAGE>   39

                           ratably in proportion to such Lender's respective
                           Pro Rata Tranche A Revolving Share and Tranche B
                           Revolving Loans shall be made by each Lender ratably
                           in proportion to such Lender's respective Pro Rata
                           Tranche B Revolving Share.

                  (B)      Making of Tranche A Revolving Loans. Promptly after
                           receipt of the Borrowing/ Conversion/Continuation
                           Notice under Section 2.8 in respect of Tranche A
                           Revolving Loans, the Administrative Agent shall
                           notify each Lender with a Tranche A Revolving Loan
                           Commitment by telex or telecopy, or other similar
                           form of transmission, of the requested Tranche A
                           Revolving Loan. Each Lender with a Tranche A
                           Revolving Loan Commitment shall make available its
                           Tranche A Revolving Loan in accordance with the
                           terms of Section 2.7. The Administrative Agent will
                           promptly make the funds so received from the Lenders
                           available to the applicable Borrower at the
                           Administrative Agent's office in New York, New York
                           on the applicable Borrowing Date and shall disburse
                           such proceeds in accordance with the applicable
                           Borrower's disbursement instructions set forth in
                           such Borrowing/Conversion/Continuation Notice. The
                           failure of any Lender to deposit the amount
                           described above with the Administrative Agent on the
                           applicable Borrowing Date shall not relieve any
                           other Lender of its obligations hereunder to make
                           its Tranche A Revolving Loan on such Borrowing Date.

                  (C)      Making of Tranche B Revolving Loans. Promptly after
                           receipt of the Borrowing/ Conversion/Continuation
                           Notice under Section 2.8 in respect of Tranche B
                           Revolving Loans, the Administrative Agent shall
                           notify each Lender with a Tranche B Revolving Loan
                           Commitment by telex or telecopy, or other similar
                           form of transmission, of the requested Tranche B
                           Revolving Loan. Each Lender with a Tranche B
                           Revolving Loan Commitment shall make available its
                           Tranche B Revolving Loan in accordance with the
                           terms of Section 2.7. The Administrative Agent will
                           promptly make the funds so received from the Lenders
                           available to the applicable Borrower at the
                           Administrative Agent's office in New York, New York
                           on the applicable Borrowing Date and shall disburse
                           such proceeds in accordance with the applicable
                           Borrower's disbursement instructions set forth in
                           such Borrowing/Conversion/Continuation Notice. The
                           failure of any Lender to deposit the amount
                           described above with the Administrative Agent on the
                           applicable Borrowing Date shall not relieve any
                           other Lender of its obligations hereunder to make
                           its Tranche B Revolving Loan on such Borrowing Date.


                  (D)      Term Loans. Upon the satisfaction of the conditions
                           precedent set forth in Section 5.1, each Lender has
                           made, on the terms and conditions set forth in this
                           Agreement, a single term loan to the Company on the
                           Closing Date, in Dollars, in an amount not to exceed
                           such Lender's Term Loan Commitment. Amounts borrowed
                           as a Term Loan which are repaid or prepaid by the
                           Company may not be reborrowed. The Company shall
                           repay all outstanding principal and all accrued but
                           unpaid interest on the Term Loan Termination Date.


                  (E)      Allocation of Outstanding Loans on the Effective
                           Date. As of the Effective Date, all Revolving Loans
                           then outstanding and denominated in Dollars shall be
                           Tranche A Revolving Loans and all Revolving Loans
                           then outstanding and


                                     -33-
<PAGE>   40

                           denominated in Agreed Currencies other than Dollars
                           shall be deemed to be Tranche B Revolving Loans.

                  2.2      Competitive Bid Advances.

                  (A)      Competitive Bid Option. In addition to Advances
                           pursuant to Section 2.1, but subject to the terms
                           and conditions of this Agreement (including, without
                           limitation, the limitation set forth in Section
                           2.2(B) as to the maximum aggregate principal amount
                           of all outstanding Advances hereunder), the Company
                           may, as set forth in this Section 2.2, request the
                           Lenders, prior to the Revolving Loan Termination
                           Date, to make offers to make Competitive Bid
                           Advances to the Company in Dollars. Each Lender may,
                           but shall have no obligation to, make such offers
                           and the Company may, but shall have no obligation
                           to, accept any such offers in the manner set forth
                           in this Section 2.2. The aggregate outstanding
                           amount of Competitive Bid Advances shall reduce the
                           available portion of each Lender's Tranche A
                           Revolving Loan Commitment ratably relative to such
                           Lender's Pro Rata Tranche A Revolving Share
                           regardless of which Lender or Lenders make such
                           Competitive Bid Advances.

                  (B)      Competitive Bid Quote Request. When the Company
                           wishes to request offers to make Competitive Bid
                           Loans under this Section 2.2, it shall transmit to
                           the Administrative Agent by facsimile a Competitive
                           Bid Quote Request substantially in the form of
                           Exhibit J hereto so as to be received no later than
                           (x) 11:00 a.m. (New York time) at least five (5)
                           Business Days prior to the Borrowing Date proposed
                           therein, in the case of a Eurocurrency Auction or
                           (y) 10:00 a.m. (New York time) at least one (1)
                           Business Day prior to the Borrowing Date proposed
                           therein, in the case of an Absolute Rate Auction
                           specifying:

                           (i)      the proposed Borrowing Date, which shall be
                  a Business Day, for the proposed Competitive Bid Advance,

                           (ii)     the aggregate principal amount of such
                  Competitive Bid Advance, which must be at least $10,000,000
                  (and in integral multiples of $1,000,000 if in excess
                  thereof),

                           (iii)    whether the Competitive Bid Quotes
                  requested are to set forth a Eurocurrency Bid Rate or an
                  Absolute Rate, or both, and


                           (iv)     the Interest Period applicable thereto
                  (which may not end after the Revolving Loan Termination
                  Date).

                           The Company may request offers to make Competitive
                           Bid Loans for more than one Interest Period in a
                           single Competitive Bid Quote Request. No Competitive
                           Bid Quote Request shall be given within five (5)
                           Business Days (or such other number of days as the
                           Company and the Administrative Agent may agree) of
                           any other Competitive Bid Quote Request. A
                           Competitive Bid Quote Request that does not conform
                           substantially to the format of Exhibit J hereto shall
                           be rejected, and the Administrative Agent shall
                           promptly notify the Company of such


                                     -34-
<PAGE>   41

                           rejection by facsimile. The aggregate amount of
                           outstanding Competitive Bid Advances shall not exceed
                           $50,000,000. All Competitive Bid Loans shall be in
                           Dollars.

                  (C)      Invitation for Competitive Bid Quotes. Promptly and
                           in any event before the close of business on the
                           same Business Day of receipt of a Competitive Bid
                           Quote Request that is not rejected pursuant to
                           Section 2.2(B), the Administrative Agent shall send
                           to each of the Lenders by facsimile an Invitation
                           for Competitive Bid Quotes substantially in the form
                           of Exhibit K hereto, which shall constitute an
                           invitation by the Company to each Lender to submit
                           Competitive Bid Quotes offering to make the
                           Competitive Bid Loans to which such Competitive Bid
                           Quote Request relates in accordance with this
                           Section 2.2.

                  (D)      Submission and Contents of Competitive Bid Quotes.
                           (i) Each Lender may, in its sole discretion, submit
                           a Competitive Bid Quote containing an offer or
                           offers to make Competitive Bid Loans in response to
                           any Invitation for Competitive Bid Quotes. Each
                           Competitive Bid Quote must comply with the
                           requirements of this Section 2.2(D) and must be
                           submitted to the Administrative Agent by facsimile
                           at its offices specified in or pursuant to Article
                           XVII not later than (x) 2:00 p.m. (New York time) at
                           least four (4) Business Days prior to the proposed
                           Borrowing Date, in the case of a Eurocurrency
                           Auction or (y) 10:00 a.m. (New York time) on the
                           proposed Borrowing Date, in the case of an Absolute
                           Rate Auction (or, in either case upon reasonable
                           prior notice to the Lenders, such other time and
                           date as the Company and the Administrative Agent may
                           agree); provided that Competitive Bid Quotes
                           submitted by the Administrative Agent may only be
                           submitted if the Administrative Agent notifies the
                           Company of the terms of the offer or offers
                           contained therein not later than 15 minutes prior to
                           the latest time at which the relevant Competitive
                           Bid Quotes must be submitted by the other Lenders.
                           Subject to Articles V and XI, any Competitive Bid
                           Quote so made shall be irrevocable except with the
                           written consent of the Administrative Agent given on
                           the instructions of the Company.

                           (ii)     Each Competitive Bid Quote shall be in
                  substantially the form of Exhibit L hereto and shall in any
                  case specify:

                           (a)      the proposed Borrowing Date, which shall be
                  the same as that set forth in the applicable Invitation for
                  Competitive Bid Quotes,

                           (b)      the principal amount of the Competitive Bid
                  Loan for which each such offer is being made, which principal
                  amount (1) may be greater than, less than or equal to the
                  Revolving Loan Commitment of the quoting Lender, (2) must be
                  at least $5,000,000 (and in integral multiples of $1,000,000
                  if in excess thereof), and (3) may not exceed the principal
                  amount of Competitive Bid Loans for which offers were
                  requested,

                           (c)      in the case of a Eurocurrency Auction, the
                  Competitive Bid Margin offered for each such Competitive Bid
                  Loan,


                                     -35-
<PAGE>   42

                           (d)      the minimum amount, if any, of the
                  Competitive Bid Loan which may be accepted by the Company,

                           (e)      in the case of an Absolute Rate Auction,
                  the Absolute Rate offered for each such Competitive Bid Loan,

                           (f)      the identity of the quoting Lender, and

                           (g)      the applicable Interest Period.

                  (iii)    The Administrative Agent shall reject any
         Competitive Bid Quote that:

                           (a)      is not substantially in the form of Exhibit
                  L hereto or does not specify all of the information required
                  by Section 2.2(D)(ii);

                           (b)      contains qualifying, conditional or similar
                  language, other than any such language contained in Exhibit L
                  hereto;

                           (c)      proposes terms other than or in addition to
                  those set forth in the applicable Invitation for Competitive
                  Bid Quotes; or

                           (d)      arrives after the time set forth in Section
                  2.2(D)(i).

         If any Competitive Bid Quote shall be rejected pursuant to this
         Section 2.2(D)(iii), then the Administrative Agent shall notify the
         relevant Lender of such rejection as soon as practical.

                  (E)      Notice to Company. The Administrative Agent shall
         promptly notify the Company of the terms (i) of any Competitive Bid
         Quote submitted by a Lender that is in accordance with Section 2.2(D)
         and (ii) of any Competitive Bid Quote that amends, modifies or is
         otherwise inconsistent with a previous Competitive Bid Quote submitted
         by such Lender with respect to the same Competitive Bid Quote Request.
         Any such subsequent Competitive Bid Quote shall be disregarded by the
         Administrative Agent unless such subsequent Competitive Bid Quote
         specifically states that it is submitted solely to correct a manifest
         error in such former Competitive Bid Quote. The Administrative Agent's
         notice to the Company shall specify the aggregate principal amount of
         Competitive Bid Loans for which offers have been received for each
         Interest Period specified in the related Competitive Bid Quote Request
         and the respective principal amounts and Eurocurrency Bid Rates or
         Absolute Rates, as the case may be, so offered.

                  (F)      Acceptance and Notice by Company. Not later than (x)
         10:00 a.m. (New York time) at least three (3) Business Days prior to
         the proposed Borrowing Date, in the case of a Eurocurrency Auction or
         (y) 11:00 a.m. (New York time) on the proposed Borrowing Date, in the
         case of an Absolute Rate Auction (or, in either case upon reasonable
         prior notice to the Lenders, such other time and date as the Company
         and the Administrative Agent may agree), the Company shall notify the
         Administrative Agent of its acceptance or rejection of the offers so
         notified to it pursuant to Section 2.2(E); provided, however, that the
         failure by the Company to give such notice to the Administrative Agent
         shall be deemed to be a rejection of all such offers.


                                     -36-
<PAGE>   43

         In the case of acceptance, such notice (a "COMPETITIVE BID BORROWING
         NOTICE") shall specify the aggregate principal amount of offers for
         each Interest Period that are accepted. The Company may accept any
         Competitive Bid Quote in whole or in part (subject to the terms of
         Section 2.2(D)(ii)(d)); provided that:

                           (a)      the aggregate principal amount of each
                  Competitive Bid Advance may not exceed the applicable amount
                  set forth in the related Competitive Bid Quote Request,

                           (b)      acceptance of offers may only be made on
                  the basis of ascending Eurocurrency Bid Rates or Absolute
                  Rates, as the case may be, and

                           (c)      the Company may not accept any offer that
                  is described in Section 2.2(D)(iii) or that otherwise fails
                  to comply with the requirements of this Agreement.

                           (G)      Allocation by Administrative Agent. If
                  offers are made by two or more Lenders with the same
                  Eurocurrency Bid Rates or Absolute Rates, as the case may be,
                  for a greater aggregate principal amount than the amount in
                  respect of which offers are accepted for the related Interest
                  Period, the principal amount of Competitive Bid Loans in
                  respect of which such offers are accepted shall be allocated
                  by the Administrative Agent among such Lenders as nearly as
                  possible (in such multiples, not greater than $1,000,000, as
                  the Administrative Agent may deem appropriate) in proportion
                  to the aggregate principal amount of such offers provided,
                  however, that no Lender shall be allocated a portion of any
                  Competitive Bid Advance which is less than the minimum amount
                  which such Lender has indicated that it is willing to accept.
                  Allocations by the Administrative Agent of the amounts of
                  Competitive Bid Loans shall be conclusive in the absence of
                  manifest error. The Administrative Agent shall promptly, but
                  in any event on the same Business Day, notify each Lender of
                  its receipt of a Competitive Bid Borrowing Notice and the
                  aggregate principal amount of such Competitive Bid Advance
                  allocated to each participating Lender.

                           (H)      Administration Fee. The Company hereby
                  agrees to pay to the Administrative Agent an administration
                  fee as detailed in the Administrative Agent Fee Letter per
                  each Competitive Bid Quote Request transmitted by the Company
                  to the Administrative Agent pursuant to Section 2.2(B). Such
                  administration fee shall be payable in arrears on each
                  Payment Date hereafter, on the Termination Date (or such
                  earlier date on which the Aggregate Revolving Loan Commitment
                  shall terminate or be canceled), and on the Facility
                  Termination Date for any period then ending for which such
                  fee, if any, shall not have been theretofore paid.

                  2.3      Swing Line Loans.

                  (A)      Amount of Swing Line Loans. Upon the satisfaction of
                           the conditions precedent set forth in Section 5.1,
                           5.2 and 5.3, as applicable, from and including the
                           Closing Date and prior to the Revolving Loan
                           Termination Date, the Dollar Swing Line Bank agrees,
                           on the terms and conditions set forth in this
                           Agreement, to make revolving swing line loans (each,
                           individually, a "DOLLAR SWING LINE LOAN" and
                           collectively, the "DOLLAR SWING LINE LOANS") to the
                           Company from time to time


                                     -37-
<PAGE>   44

                           in Dollars; provided, however, that at no time shall
                           the aggregate outstanding principal amount of all
                           Dollar Swing Line Loans exceed the Dollar Swing Line
                           Commitment; and provided further that, at no time
                           shall the Dollar Amount of the Tranche A Revolving
                           Credit Obligations exceed the Aggregate Tranche A
                           Revolving Loan Commitment; and provided, further,
                           that at no time shall the sum of (a) the outstanding
                           principal amount of the Dollar Swing Line Loans plus
                           (b) the Dollar Amount of the Dollar Swing Line
                           Bank's Pro Rata Tranche A Revolving Share of the
                           amount equal to the Tranche A Revolving Credit
                           Obligations less the outstanding principal amount of
                           Dollar Swing Line Loans, exceed the Dollar Swing
                           Line Bank's Tranche A Revolving Loan Commitment at
                           such time. Upon the satisfaction of the conditions
                           precedent set forth in Section 5.1, 5.2 and 5.3, as
                           applicable, from and including the Closing Date and
                           prior to the Revolving Loan Termination Date, the
                           Multicurrency Swing Line Bank agrees, on the terms
                           and conditions set forth in this Agreement, to make
                           revolving swing line loans (each, individually, a
                           "MULTICURRENCY SWING LINE LOAN" and collectively,
                           the "MULTICURRENCY SWING LINE LOANS") to the
                           Borrowers from time to time in any Agreed Currency
                           other than Dollars; provided, however, that, after
                           giving effect to any Multicurrency Swing Line Loan,
                           the aggregate outstanding principal Dollar Amount of
                           all Multicurrency Swing Line Loans shall not exceed
                           the Multicurrency Swing Line Commitment; provided
                           further that at no time shall the Dollar Amount of
                           the Tranche B Revolving Credit Obligations exceed
                           the Aggregate Tranche B Revolving Loan Commitment.

                  (B)      Borrowing/Conversion/Continuation Notice; Interest
                           Rate. The Company and/or the applicable Borrower
                           shall deliver to the Administrative Agent and the
                           applicable Swing Line Bank a
                           Borrowing/Conversion/Continuation Notice, signed by
                           it, (a) not later than 1:00 p.m. (New York time) on
                           the Borrowing Date of each Dollar Swing Line Loan
                           (or at such later time as may be acceptable to the
                           Swing Line Bank in its sole discretion) or (b) not
                           later than 11:00 a.m. (Brussels time) on the
                           Borrowing Date of each Multicurrency Swing Line
                           Loan, in each case, specifying (i) the applicable
                           Borrowing Date (which date shall be a Business Day
                           and which may be the same date as the date the
                           Borrowing/Conversion/Continuation Notice is given,
                           (ii) in the case of Multicurrency Swing Line Loans,
                           the Agreed Currency applicable thereto, (iii) the
                           aggregate amount of the requested Swing Line Loan,
                           the Dollar Amount of which shall be not less than
                           $1,000,000 and (iv) payment instructions for the
                           disbursement of such Loans. The Swing Line Loans
                           shall bear interest at the Floating Rate.

                  (C)      Making of Dollar Swing Line Loans. Not later than
                           4:00 p.m. (New York time) on the applicable
                           Borrowing Date, the Dollar Swing Line Bank shall
                           make available its Dollar Swing Line Loan, in funds
                           immediately available in New York, New York to the
                           Administrative Agent at its address specified
                           pursuant to Article XV. The Administrative Agent
                           will promptly make the funds so received from the
                           Dollar Swing Line Bank available to the Company on
                           the Borrowing Date at the Administrative Agent's
                           aforesaid address.


                                     -38-
<PAGE>   45

                  (D)      Making of Multicurrency Swing Line Loans. Not later
                           than 4:00 p.m. (Brussels time) on the applicable
                           Borrowing Date, the Multicurrency Swing Line Bank
                           shall make available its Multicurrency Swing Line
                           Loan, in funds immediately available to the
                           applicable Borrower at the Administrative Agent's
                           Eurocurrency Payment Office.

                  (E)      Repayment of Dollar Swing Line Loans. Each Dollar
                           Swing Line Loan shall be paid in full by the Company
                           on or before the seventh (7th) Business Day after
                           the Borrowing Date for such Dollar Swing Line Loan.
                           The Company may at any time pay, without penalty or
                           premium, all outstanding Dollar Swing Line Loans. In
                           addition, the Administrative Agent (i) may at any
                           time in its sole discretion with respect to any
                           outstanding Dollar Swing Line Loan, or (ii) shall on
                           the seventh (7th) Business Day after the Borrowing
                           Date of any Dollar Swing Line Loan, require (by
                           giving notice thereof to each Lender with a Tranche
                           A Revolving Loan Commitment not later than 11:00
                           a.m. (New York time) on the date of such Loan) each
                           Lender with a Tranche A Revolving Loan Commitment
                           (including the Dollar Swing Line Bank) to make a
                           Tranche A Revolving Loan in the amount of such
                           Lender's Pro Rata Tranche A Revolving Share of such
                           Dollar Swing Line Loan, for the purpose of repaying
                           any outstanding portion such Swing Line Loan. Not
                           later than 3:00 p.m. (New York time) on the date of
                           any notice received pursuant to this Section 2.3(E),
                           each Lender shall make available its required
                           Tranche A Revolving Loan, in funds immediately
                           available in Chicago to the Administrative Agent at
                           its address specified pursuant to Article XV.
                           Tranche A Revolving Loans made pursuant to this
                           Section 2.3(E) shall initially be Floating Rate
                           Loans and thereafter may be continued as Floating
                           Rate Loans or converted into Eurocurrency Rate Loans
                           in the manner provided in Section 2.10 and subject
                           to the other conditions and limitations therein set
                           forth and set forth in this Article II. Unless a
                           Lender shall have notified the Dollar Swing Line
                           Bank, prior to its making any Dollar Swing Line
                           Loan, that any applicable condition precedent set
                           forth in Sections 5.1, 5.2 and 5.3, as applicable,
                           had not then been satisfied, such Lender's
                           obligation to make Tranche A Revolving Loans
                           pursuant to this Section 2.3(E) to repay Dollar
                           Swing Line Loans shall be unconditional, continuing,
                           irrevocable and absolute and shall not be affected
                           by any circumstances, including, without limitation,
                           (a) any set-off, counterclaim, recoupment, defense
                           or other right which such Lender may have against
                           the Administrative Agent, a Swing Line Bank or any
                           other Person, (b) the occurrence or continuance of a
                           Default or Unmatured Default, (c) any adverse change
                           in the condition (financial or otherwise) of the
                           Company, or (d) any other circumstances, happening
                           or event whatsoever. In the event that any Lender
                           fails to make payment to the Administrative Agent of
                           any amount due under this Section 2.3(E), the
                           Administrative Agent shall be entitled to receive,
                           retain and apply against such obligation the
                           principal and interest otherwise payable to such
                           Lender hereunder until the Administrative Agent
                           receives such payment from such Lender or such
                           obligation is otherwise fully satisfied. In addition
                           to the foregoing, if for any reason any Lender fails
                           to make payment to the Administrative Agent of any
                           amount due under this Section 2.3(E) or may not make
                           any Revolving Loan required by this Section 2.3(E),
                           such Lender shall be


                                     -39-
<PAGE>   46

                           deemed, at the option of the Administrative Agent,
                           to have unconditionally and irrevocably purchased
                           from the applicable Swing Line Bank, without
                           recourse or warranty, an undivided interest and
                           participation in the applicable Swing Line Loan in
                           the amount of such Revolving Loan, and such interest
                           and participation shall be paid by such Lender upon
                           demand by the applicable Swing Line Bank together
                           with interest thereon at the Federal Funds Effective
                           Rate for each day during the period commencing on
                           the date of demand and ending on the date such
                           amount is received. On the Revolving Loan
                           Termination Date, the Company shall repay in full
                           the outstanding principal balance of the Dollar
                           Swing Line Loans.

                  (F)      Repayment of Multicurrency Swing Line Loans. Each
                           Multicurrency Swing Line Loan shall be paid in full
                           by the Company on or before the seventh (7th)
                           Business Day after the Borrowing Date for such
                           Multicurrency Swing Line Loan. The Company may at
                           any time pay, without penalty or premium, all
                           outstanding Multicurrency Swing Line Loans upon one
                           (1) Business Day's prior notice to the Multicurrency
                           Swing Line Bank. In addition, the Administrative
                           Agent (i) may at any time in its sole discretion
                           with respect to any outstanding Multicurrency Swing
                           Line Loan (ii) shall at any time at the direction of
                           the Multicurrency Swing Line Bank in its sole
                           discretion with respect to any outstanding
                           Multicurrency Swing Line Loan, or (iii) shall on the
                           seventh (7th) Business Day after the Borrowing Date
                           of any Multicurrency Swing Line Loan, require (by
                           giving notice thereof to each Lender with a Tranche
                           B Revolving Loan Commitment not later than 10:00
                           a.m. (Brussels time) on the date of such Loan) each
                           Lender with a Tranche B Revolving Loan Commitment to
                           make a Revolving Loan in the Dollar Amount of such
                           Lender's Pro Rata Tranche B Revolving Share of such
                           Multicurrency Swing Line Loan, for the purpose of
                           repaying any outstanding portion such Swing Line
                           Loan. Not later than 2:00 p.m. (Brussels time) on
                           the date of any notice received pursuant to this
                           Section 2.3(F), each Lender shall make available its
                           required Tranche B Revolving Loan or Tranche B
                           Revolving Loans, in Dollars immediately available to
                           the Administrative Agent at its address specified in
                           Section 2.3(D). Tranche B Revolving Loans made
                           pursuant to this Section 2.3(F) shall initially be
                           Floating Rate Loans and thereafter may be continued
                           as Floating Rate Loans or converted into
                           Eurocurrency Rate Loans in the manner provided in
                           Section 2.10 and subject to the other conditions and
                           limitations therein set forth and set forth in this
                           Article II. Unless a Lender shall have notified the
                           Multicurrency Swing Line Bank, prior to its making
                           any Multicurrency Swing Line Loan, that any
                           applicable condition precedent set forth in Sections
                           5.1, 5.2 and 5.3, as applicable, had not then been
                           satisfied, such Lender's obligation to make Tranche
                           B Revolving Loans pursuant to this Section 2.3(F) to
                           repay Multicurrency Swing Line Loans shall be
                           unconditional, continuing, irrevocable and absolute
                           and shall not be affected by any circumstances,
                           including, without limitation, (a) any set-off,
                           counterclaim, recoupment, defense or other right
                           which such Lender may have against the
                           Administrative Agent, a Swing Line Bank or any other
                           Person, (b) the occurrence or continuance of a
                           Default or Unmatured Default, (c) any adverse change
                           in the condition (financial or otherwise) of the
                           Company, or (d) any other


                                     -40-
<PAGE>   47

                           circumstances, happening or event whatsoever. In the
                           event that any Lender fails to make payment to the
                           Administrative Agent of any amount due under this
                           Section 2.3(F), the Administrative Agent shall be
                           entitled to receive, retain and apply against such
                           obligation the principal and interest otherwise
                           payable to such Lender hereunder until the
                           Administrative Agent receives such payment from such
                           Lender or such obligation is otherwise fully
                           satisfied. In addition to the foregoing, if for any
                           reason any Lender fails to make payment to the
                           Administrative Agent of any amount due under this
                           Section 2.3(F) or may not make any Revolving Loan
                           required to be made by this Section 2.3(F), such
                           Lender shall be deemed, at the option of the
                           Administrative Agent or the Multicurrency Swing Line
                           Bank, to have unconditionally and irrevocably
                           purchased from the applicable Swing Line Bank,
                           without recourse or warranty, an undivided interest
                           and participation in the applicable Swing Line Loan
                           in the amount of such Revolving Loan, and such
                           interest and participation shall be paid by such
                           Lender upon demand by the applicable Swing Line Bank
                           together with interest thereon at the Federal Funds
                           Effective Rate for each day during the period
                           commencing on the date of demand and ending on the
                           date such amount is received. On the Termination
                           Date, the applicable Borrower shall repay in full
                           the outstanding principal balance of the
                           Multicurrency Swing Line Loans.

                  2.4      Rate Options for all Advances; Maximum Interest
         Periods. The Revolving Loans and Term Loans may be Floating Rate
         Advances or Eurocurrency Rate Advances, or a combination thereof,
         selected by the Company or the applicable Borrower in accordance with
         Section 2.10; provided that until syndication of the Aggregate
         Commitment and the commitments under the 364-Day Credit Facility has
         been completed to the satisfaction of the Administrative Agent, the
         Revolving Loans and Term Loans shall be Floating Rate Advances. The
         Company or the applicable Borrower may select, in accordance with
         Section 2.10, Rate Options and Interest Periods applicable to portions
         of the Revolving Loans, Term Loans and Alternate Currency Loans;
         provided that there shall be no more than ten (10) Interest Periods in
         effect with respect to all of the Loans at any time (unless otherwise
         provided in the applicable Alternate Currency Addendum with respect to
         Alternate Currency Loans). Each Alternate Currency Loan shall bear
         interest on the outstanding principal amount thereof, for the Interest
         Period applicable thereto, at the Alternate Currency Rate as set forth
         in the applicable Alternate Currency Addendum.

                  2.5      Optional Payments; Mandatory Prepayments.

                  (A)      Optional Payments. The Company or the applicable
                           Borrower may from time to time and at any time upon
                           at least one (1) Business Day's prior written notice
                           repay or prepay without penalty or premium all or
                           any part of outstanding Floating Rate Advances in an
                           aggregate minimum amount of $10,000,000 and in
                           integral multiples of $1,000,000 in excess thereof.
                           Eurocurrency Rate Advances, Eurocurrency Bid Rate
                           Advances and Absolute Rate Advances may be
                           voluntarily repaid or prepaid prior to the last day
                           of the applicable Interest Period, subject to the
                           indemnification provisions contained in Section 4.4,
                           provided that the applicable Borrower may not so
                           prepay Eurocurrency Rate Advances, Eurocurrency Bid
                           Rate Advances or Absolute Rate Advances unless it
                           shall have


                                     -41-
<PAGE>   48

                           provided at least four (4) Business Days' prior
                           written notice to the Administrative Agent of such
                           prepayment. Each Subsidiary Borrower may, upon prior
                           written notice to the Administrative Agent and to
                           the applicable Alternate Currency Bank as prescribed
                           in the applicable Alternate Currency Addendum and
                           specifying that it is prepaying all or a portion of
                           its Alternate Currency Loans, prepay its Alternate
                           Currency Loans in whole at any time, or from time to
                           time in part in a Dollar Amount aggregating
                           $5,000,000 or any larger multiple Dollar Amount of
                           $1,000,000 (or as otherwise specified in the
                           applicable Alternate Currency Addendum) by paying
                           the principal amount to be paid together with all
                           accrued and unpaid interest thereon to and including
                           the date of payment; provided that any such payment
                           occurring prior to the last day of any Interest
                           Period related to such Alternate Currency Loan shall
                           be subject to the indemnification provisions
                           contained in Section 4.4.


                  (B)      Mandatory Prepayments of Revolving Loans. (i) If at
                           any time and for any reason (other than fluctuations
                           in currency exchange rates) the Dollar Amount of the
                           Tranche A Revolving Credit Obligations or Tranche B
                           Revolving Credit Obligations is greater than the
                           Aggregate Tranche A Revolving Loan Commitment or the
                           Aggregate Tranche B Revolving Loan Commitment,
                           respectively, the Company shall immediately make or
                           cause to be made a mandatory prepayment of the
                           Tranche A Revolving Credit Obligations or the
                           Tranche B Revolving Credit Obligations, as the case
                           may be, in an amount equal to such excess.

                  (ii)     On the last Business Day of each month, the
         Administrative Agent shall calculate the Dollar Amount of all
         outstanding Alternate Currency Loans and Revolving Credit Obligations
         using, for each currency, the arithmetic mean of the buy and sell spot
         rates of exchange of the Administrative Agent in the London interbank
         market (or other market where the Administrative Agent's foreign
         exchange operations in respect of such currency are then being
         conducted) and if, on such Business Day:

                           (w)      the Dollar Amount of the Tranche A
                                    Revolving Credit Obligations exceeds one
                                    hundred percent (100%) of the Aggregate
                                    Tranche A Revolving Loan Commitment as a
                                    result of fluctuations in currency exchange
                                    rates, the applicable Borrower shall
                                    immediately prepay Tranche A Revolving
                                    Loans for the ratable benefit of the
                                    Lenders with a Tranche A Revolving Loan
                                    Commitment in an aggregate amount such that
                                    after giving effect thereto the Dollar
                                    Amount of the Tranche A Revolving Credit
                                    Obligations is less than or equal to the
                                    Aggregate Tranche A Revolving Loan
                                    Commitment; or

                           (x)      the Dollar Amount of the Tranche B
                                    Revolving Credit Obligations exceeds one
                                    hundred percent (100%) of the Aggregate
                                    Tranche B Revolving Loan Commitment as a
                                    result of fluctuations in currency exchange
                                    rates, the applicable Borrower shall
                                    immediately prepay Tranche B Revolving
                                    Loans for the ratable benefit of the
                                    Lenders with a Tranche B Revolving Loan
                                    Commitment in an aggregate amount such that
                                    after giving effect thereto the Dollar
                                    Amount of the Tranche B Revolving


                                     -42-
<PAGE>   49

                                    Credit Obligations is less than or equal to
                                    the Aggregate Tranche B Revolving Loan
                                    Commitment; or

                           (y)      the Dollar Amount of all outstanding
                                    Alternate Currency Loans under the
                                    Alternate Currency Addenda exceeds one
                                    hundred percent (100%) of the aggregate
                                    Alternate Currency Commitments with respect
                                    thereto as a result of fluctuations in
                                    currency exchange rates, the applicable
                                    Borrower shall on such date prepay, or
                                    cause to be prepaid, Alternate Currency
                                    Loans in an aggregate amount such that
                                    after giving effect thereto the Dollar
                                    Amount of all such Alternate Currency Loans
                                    is less than or equal to the aggregate
                                    Alternate Currency Commitments with respect
                                    thereto; or

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

                  (iii)    The Company shall make all mandatory prepayments
         required under Section 2.6.

                  (iv)     All of the mandatory prepayments made under this
         Section 2.5(B) shall be applied to the Tranche A Revolving Credit
         Obligations or Tranche B Revolving Credit Obligations, as applicable,
         first to Floating Rate Loans and to any Eurocurrency Rate Loans and
         Alternate Currency Loans maturing on such date and then to
         subsequently maturing Eurocurrency Rate Loans and Alternate Currency
         Loans in order of maturity.

                  (C)      Mandatory Prepayments of Term Loans. Upon the
                           receipt by any Borrower of (1) the proceeds from any
                           sale of United States domestic Receivables or (2)
                           the 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)-(vi) hereof, the
                           Company shall immediately make a mandatory
                           prepayment of the Term Loans in an amount equal to
                           such proceeds (applying the same first to accrued
                           and unpaid interest and then to principal).

                  2.6      Reductions in Commitments. The Company may
         permanently reduce (i) the Aggregate Tranche A Revolving Loan
         Commitment in whole, or in part ratably among the Lenders with a
         Tranche A Revolving Loan Commitment, in an aggregate minimum amount of
         $10,000,000 and in integral multiples of $5,000,000 in excess of that
         amount (unless the Aggregate Tranche A Revolving Loan Commitment is
         reduced in whole), (ii) the Aggregate Tranche B Revolving Loan
         Commitment in whole, or in part ratably among the Lenders with a
         Tranche B Revolving Loan Commitment, in an aggregate minimum amount of
         $10,000,000 and in integral multiples of $5,000,000 in excess of that
         amount (unless the Aggregate Tranche B Revolving Loan Commitment is
         reduced in whole), (iii) the Swing Line Commitments in whole or in
         part in amounts of $5,000,000 upon at least three (3) Business Day's
         prior written notice to


                                     -43-
<PAGE>   50

         the Administrative Agent, which notice shall specify the amount of any
         such reduction or (iv) in whole and terminate the Aggregate Term Loan
         Commitment upon any reduction in whole of the Aggregate Revolving Loan
         Commitment; provided, however, that (a) the amount of the Aggregate
         Tranche A Revolving Loan Commitment may not be reduced below the
         aggregate principal Dollar Amount of the outstanding Tranche A
         Revolving Credit Obligations or below the aggregate amount of the
         Dollar Swing Line Commitments and (b) the amount of the Aggregate
         Tranche B Revolving Loan Commitment may not be reduced below the
         aggregate principal Dollar Amount of the outstanding Tranche B
         Revolving Obligations or below the aggregate amount of the
         Multicurrency Swing Line Commitments or below the aggregate amount of
         Alternate Currency Commitments. All accrued commitment fees shall be
         payable on the effective date of any termination of all or any part
         the obligations of the Lenders to make Loans hereunder. Each
         Subsidiary Borrower may, upon three (3) Business Days prior written
         notice to the Administrative Agent and to the applicable Alternate
         Currency Bank, terminate entirely at any time or reduce from time to
         time by an aggregate amount of $5,000,000 or any larger multiple of
         $1,000,000 (or as set forth on the applicable Alternate Currency
         Addendum), the unused portions of the applicable Alternate Currency
         Commitment as specified by the applicable Subsidiary Borrower in such
         notice to the Administrative Agent and the applicable Alternate
         Currency Bank; provided, however, that at no time shall the Alternate
         Currency Commitment of any Lender in respect of any Alternate Currency
         be reduced to an amount less than the total outstanding principal
         amount of all Alternate Currency Loans of such Lender made in such
         Alternate Currency.

                  2.7      Method of Borrowing. Not later than 1:00 p.m. (New
         York time) on each Borrowing Date, each Lender shall make available
         its Revolving Loan in immediately available funds in the Agreed
         Currency to the Administrative Agent at its address specified on its
         signature page hereto or as otherwise specified pursuant to Article
         XV, unless the Administrative Agent has notified the Lenders that such
         Loan is to be made available to the applicable Borrower at the
         Administrative Agent's Eurocurrency Payment office, in which case each
         Lender shall make available its Loan or Loans, in funds immediately
         available to the Administrative Agent at its Eurocurrency Payment
         Office, not later than 12:00 noon (local time in the city of the
         Administrative Agent's Eurocurrency Payment Office) in the Agreed
         Currency designated by the Administrative Agent. The Administrative
         Agent will promptly make the funds so received from the Lenders
         available to the applicable Borrower at the Administrative Agent's
         aforesaid address.

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


                                     -44-
<PAGE>   51

         Currency Loan (or such other period as may be agreed to by the
         applicable Alternate Currency Bank or specified in the applicable
         Alternate Currency Addendum), specifying: (i) the Borrowing Date
         (which shall be a Business Day) of such Advance; (ii) the aggregate
         amount of such Advance; (iii) the Type of Advance selected; (iv)
         whether the Advance will be a Tranche A Advance or a Tranche B
         Advance; and (v) in the case of each Eurocurrency Rate Loan, the
         Interest Period and Agreed Currency or Alternate Currency applicable
         thereto. Notwithstanding the foregoing, if the Company has submitted a
         Competitive Bid Quote Request pursuant to Section 2.2(B), a
         Borrowing/Conversion/Continuation Notice for a Floating Rate Advance
         may be given not later than one (1) hour after the time which the
         Company is required to reject one or more bids offered in connection
         with an Absolute Rate Auction pursuant to Section 2.2(F) and a
         Borrowing/Conversion/Continuation Notice for a Eurocurrency Rate Loan
         may be given not later than one (1) hour after the time the Company is
         required to reject one or more bids offered in connection with a
         Eurocurrency Auction pursuant to Section 2.2(F). Each Floating Rate
         Advance, each Alternate Currency Loan bearing a fluctuating Alternate
         Currency Rate and all Obligations other than Loans shall bear interest
         from and including the date of the making of such Advance, in the case
         of Loans, and the date such Obligation is due and owing in the case of
         such other Obligations, to (but not including) the date of repayment
         thereof at the Floating Rate or Alternate Currency Rate, as
         applicable, changing when and as such Floating Rate or Alternate
         Currency Rate, as applicable, changes. Changes in the rate of interest
         on that portion of any Advance maintained as a Floating Rate Loan will
         take effect simultaneously with each change in the Alternate Base
         Rate. Changes in the rate of interest on any portion of any Alternate
         Currency Loan bearing a fluctuating Alternate Currency Rate will take
         effect simultaneously with each change in such Alternate Currency
         Rate. Each Eurocurrency Rate Advance shall bear interest from and
         including the first day of the Interest Period applicable thereto to
         (but not including) the last day of such Interest Period at the
         interest rate determined as applicable to such Eurocurrency Rate
         Advance and shall change as and when the Applicable Eurocurrency
         Margin changes.

                  2.9      Minimum Amount of Each Advance. Each Advance (other
         than an Advance to repay a Swing Line Loan or Reimbursement
         Obligation) shall be in the minimum Dollar Amount of $20,000,000 (or
         the Approximate Equivalent Amount of any Agreed Currency other than
         Dollars or any Alternate Currency) and in Dollar Amount multiples of
         $1,000,000 (or the Approximate Equivalent Amount of any Agreed
         Currency other than Dollars or any Alternate Currency) if in excess
         thereof (or such other amounts as may be specified in the applicable
         Alternate Currency Addendum), provided, however, that any Floating
         Rate Advance may be in the amount of the unused Aggregate Tranche A
         Revolving Loan Commitment or Tranche B Revolving Loan Commitment, as
         the case may be.

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

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


                                     -45-
<PAGE>   52

                  (B)      Automatic Conversion and Continuation. Floating Rate
                           Loans shall continue as Floating Rate Loans unless
                           and until such Floating Rate Loans are converted
                           into Eurocurrency Rate Loans. Eurocurrency Rate
                           Loans shall continue as Eurocurrency Rate Loans
                           until the end of the then applicable Interest Period
                           therefor, at which time such Eurocurrency Rate Loans
                           shall be automatically converted into Floating Rate
                           Loans unless the Company shall have given the
                           Administrative Agent notice in accordance with
                           Section 2.10(D) requesting that, at the end of such
                           Interest Period, such Eurocurrency Rate Loans
                           continue as a Eurocurrency Rate Loan. Unless a
                           Borrowing/Conversion/Continuation Notice shall have
                           timely been given in accordance with the terms of
                           this Section 2.10, Eurocurrency Rate Advances in an
                           Agreed Currency other than Dollars and Alternate
                           Currency Loans shall automatically continue as
                           Eurocurrency Rate Advances in the same Agreed
                           Currency or Alternate Currency Loans in the same
                           Alternate Currency, as applicable, with an Interest
                           Period of one (1) month.

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

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

                  (E)      Notwithstanding anything herein to the contrary, (w)
                           Eurocurrency Rate Advances in an Agreed Currency may
                           be continued as Eurocurrency Rate Advances only in
                           the same Agreed Currency, (x) Alternate Currency
                           Loans in an


                                     -46-
<PAGE>   53

                           Alternate Currency may be continued as Alternate
                           Currency Loans only in the same Alternate Currency,
                           (y) Tranche A Advances may only be continued as
                           Tranche A Advances and (z) Tranche B Advances may
                           only be continued as Tranche B Advances.

                  2.11     Default Rate. After the occurrence and during the
         continuance of a Default, each outstanding Loan shall bear interest at
         a rate equal to the rate otherwise applicable thereto (giving effect
         to the provisions of Section 2.15(D)(ii)) plus 2% per annum.

                  2.12     Method of Payment. All payments of principal,
         interest, fees, commissions and L/C Obligations hereunder shall be
         made, without setoff, deduction or counterclaim (unless indicated
         otherwise in Section 2.15(E)), in immediately available funds to the
         Administrative Agent (i) at the Administrative Agent's address
         specified pursuant to Article XV with respect to Advances or other
         Obligations denominated in Dollars and (ii) at the Administrative
         Agent's Eurocurrency Payment Office with respect to any Advance or
         other Obligations denominated in an Agreed Currency other than
         Dollars, or at any other Lending Installation of the Administrative
         Agent specified in writing by the Administrative Agent to the Company,
         by 2:00 p.m. (New York time) on the date when due and shall be applied
         ratably among the Lenders with respect to any principal and interest
         due in connection with Loans. Each Advance shall be repaid or prepaid
         in the Agreed Currency in which it was made in the amount borrowed and
         interest payable thereon shall also be paid in such currency. Each
         payment delivered to the Administrative Agent for the account of any
         Lender shall be delivered promptly by the Administrative Agent to such
         Lender in the same type of funds which the Administrative Agent
         received at its address specified pursuant to Article XV or at any
         Lending Installation specified in a notice received by the
         Administrative Agent from such Lender. The Company authorizes the
         Administrative Agent to charge the account of the Company maintained
         with ABN, after one (1) Business Day's prior written notice to the
         Company, for each payment of principal, interest, fees, commissions
         and L/C Obligations as it becomes due hereunder. Each reference to the
         Administrative Agent in this Section 2.12 shall also be deemed to
         refer, and shall apply equally, to each Issuing Bank, in the case of
         payments required to be made by the Company to any Issuing Bank
         pursuant to Article III.

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

                  Notwithstanding the foregoing provisions of this Section, if,
         after the making of any Advance in any currency other than Dollars,
         currency control or exchange regulations are imposed in the country
         which issues such Agreed Currency or Alternate Currency, as
         applicable, with the result that different types of such Agreed
         Currency or Alternate Currency, as applicable, (the "NEW CURRENCY")
         are introduced and the type of currency in which the Advance was made
         (the "ORIGINAL CURRENCY") no longer exists or any Borrower is not able
         to make payment to the


                                     -47-
<PAGE>   54

         Administrative Agent for the account of the Lenders or Alternate
         Currency Bank, as applicable, in such Original Currency, then all
         payments to be made by the Borrowers hereunder in such currency shall
         be made to the Administrative Agent or Alternate Currency Bank, as
         applicable, in such amount and such type of the New Currency or
         Dollars as shall be equivalent to the amount of such payment otherwise
         due hereunder in the Original Currency, it being the intention of the
         parties hereto that the Borrowers take all risks of the imposition of
         any such currency control or exchange regulations. In addition,
         notwithstanding the foregoing provisions of this Section, if, after
         the making of any Advance in any currency other than Dollars, the
         applicable Borrower is not able to make payment to the Administrative
         Agent for the account of the Lenders or the applicable Alternate
         Currency Bank in the type of currency in which such Advance was made
         because of the imposition of any such currency control or exchange
         regulation, then such Advance shall instead be repaid when due in
         Dollars in a principal amount equal to the Dollar Amount (as of the
         date of repayment) of such Advance.

                  2.13     Evidence of Debt.

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

                  (B)      The Register maintained by the Administrative Agent
                           pursuant to Section 14.3(C) shall include a control
                           account, and a subsidiary account for each Lender,
                           in which accounts (taken together) shall be recorded
                           (i) the date and the amount of each Loan made
                           hereunder, the Type thereof and the Interest Period,
                           if any, applicable thereto, (ii) the amount and the
                           currency of any principal or interest due and
                           payable or to become due and payable from the
                           Borrowers to each Lender hereunder, (iii) the
                           effective date and amount of each Assignment
                           Agreement delivered to and accepted by it and the
                           parties thereto pursuant to Section 14.3, (iv) the
                           amount of any sum received by the Administrative
                           Agent hereunder for the account of the Lenders and
                           each Lender's share thereof, and (v) all other
                           appropriate debits and credits as provided in this
                           Agreement, including, without limitation, all fees,
                           charges, expenses and interest.

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

                  (D)      Any Lender may request that the Tranche A Revolving
                           Loans, the Tranche B Revolving Loans, the Term Loans
                           or Competitive Bid Loans made by it each be
                           evidenced by a promissory note in substantially the
                           forms of Exhibit I-1A, Exhibit I-1B, Exhibit


                                     -48-
<PAGE>   55

                           I-2 or Exhibit I-3, respectively, to evidence such
                           Lender's Tranche A Revolving Loans, Tranche B
                           Revolving Loans, Term Loans or Competitive Bid
                           Loans, as applicable. In such event, the applicable
                           Borrower shall promptly prepare, execute and deliver
                           to such Lender a promissory note for such Loans
                           payable to the order of such Lender and in a form
                           approved by the Administrative Agent and consistent
                           with the terms of this Agreement. Thereafter, the
                           Loans evidenced by such promissory note and interest
                           thereon shall at all times (including after
                           assignment pursuant to Section 14.3) be represented
                           by one or more promissory notes in such form payable
                           to the order of the payee named therein.
                           Notwithstanding the foregoing, unless and until
                           replaced by a promissory note or notes in the form
                           of Exhibit I-1A and/or Exhibit I-1B, each promissory
                           note in the form of Exhibit I to the Existing
                           Agreement executed and delivered by any Borrower to
                           any Lender prior to the Effective Date shall
                           continue to evidence such Lender's Revolving Loans
                           to such Borrower outstanding on the Effective Date
                           and shall also evidence any Tranche A Revolving
                           Loans or Tranche B Revolving Loans made by such
                           Lender to such Borrower thereafter.

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

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

                  (A)      Promise to Pay. All Loans shall be paid in full by
                           the applicable Borrowers on the earlier of (i) the
                           Revolving Loan Termination Date (in the case of
                           Loans other than Term Loans) or Term Loan
                           Termination Date (in the case of Term Loans) and
                           (ii) the Facility Termination Date; provided, that
                           all Competitive Bid Advances shall be paid in full
                           by the Company on the last day of the Interest
                           Period applicable thereto, or, if earlier, on the
                           Termination Date or Facility Termination Date and
                           all Swing Line Loans shall also be paid as set forth
                           in Section 2.3. Each Borrower unconditionally
                           promises to pay when due the principal amount of
                           each Loan and all other Obligations incurred by it,
                           and to pay all unpaid interest accrued thereon, in
                           accordance with the terms of this Agreement and the
                           other Loan Documents.

                  (B)      Interest Payment Dates. Interest accrued on each
                           Floating Rate Loan and each Alternate Currency Loan
                           bearing a fluctuating Alternate Currency Rate shall
                           be payable on each Payment Date, commencing with the
                           first such date to occur after


                                     -49-
<PAGE>   56

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

                  (C)      Fees.

                           (i)      The Company shall pay to the Administrative
                  Agent (A) for the account of the Lenders in accordance with
                  their Pro Rata Tranche A Revolving Shares, from and after the
                  date of this Agreement until the Facility Termination Date, a
                  commitment fee accruing at the rate of the then Applicable
                  Commitment Fee Percentage on the unutilized portion of such
                  Lender's Tranche A Revolving Loan Commitment (treating
                  Letters of Credit, but not Competitive Bid Loans or Dollar
                  Swing Line Loans, as usage) and (B) for the account of the
                  Lenders in accordance with their Pro Rata Tranche B Revolving
                  Shares, from and after the date of this Agreement until the
                  Facility Termination Date, a commitment fee accruing at the
                  rate of the then Applicable Commitment Fee Percentage on the
                  unutilized portion of such Lender's Tranche B Revolving Loan
                  Commitment (not treating Dollar Swing Line Loans as usage).
                  The commitment fee shall be payable in arrears on each
                  Payment Date hereafter, and, in addition, on any date on
                  which the Aggregate Revolving Loan Commitment shall be
                  terminated in whole or, with respect to such terminated
                  amount, in part.

                           (ii)     The Company shall pay to the Administrative
                  Agent, for the account of the Lenders in accordance with
                  their Pro Rata Term Shares, from and after the date of this
                  Agreement until the earlier of the Facility Termination Date
                  and the making of the Term Loans, a commitment fee accruing
                  at the rate of the then Applicable Commitment Fee Percentage
                  on such Lender's Term Loan Commitment. The commitment fee
                  shall be payable in arrears at the time of the making of the
                  Term Loans and, in addition, on any date upon which the
                  Aggregate Term Loan Commitment shall be terminated.

                           (iii)    The Company agrees to pay to the
                  Administrative Agent, for the sole account of the
                  Administrative Agent, the Lead Arrangers and the Agents
                  (unless otherwise agreed between the Administrative Agent,
                  the Lead Arrangers, the Agents and any Lender) the fees set
                  forth in the Fee Letters, payable at the times and in the
                  amounts set forth therein.

                           (iv)     The applicable Borrower agrees to pay to
                  each Alternate Currency Bank, for its sole account, a
                  fronting fee equal to 0.25% of the average daily outstanding
                  Dollar Amount of all Alternate Currency Loans made by such
                  Alternate Currency Bank.


                                     -50-
<PAGE>   57

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

                           (i)      Interest on all Fixed-Rate Loans (except as
                  provided otherwise in the applicable Alternate Currency
                  Addendum in the case of an Alternate Currency Loan) and fees
                  shall be calculated for actual days elapsed on the basis of a
                  360-day year. Interest on all Floating Rate Loans shall be
                  calculated for actual days elapsed on the basis of a 365-, or
                  when appropriate 366-, day year. Interest shall be payable
                  for the day an Obligation is incurred but not for the day of
                  any payment on the amount paid if payment is received prior
                  to 3:00 p.m. (New York time) at the place of payment. If any
                  payment of principal of or interest on a Loan or any payment
                  of any other Obligations shall become due on a day which is
                  not a Business Day, such payment shall be made on the next
                  succeeding Business Day and, in the case of a principal
                  payment, such extension of time shall be included in
                  computing interest, fees and commissions in connection with
                  such payment.

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

<TABLE>
<CAPTION>
                                          APPLICABLE
                                        FLOATING RATE                                         APPLICABLE COMMITMENT
           LEVERAGE RATIO                   MARGIN         APPLICABLE EUROCURRENCY MARGIN        FEE PERCENTAGE
----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                <C>                                <C>
           Less than 1.50                   0.25%                      1.25%                         0.300%
----------------------------------------------------------------------------------------------------------------------
1.50 or greater, but less than 2.00         0.50%                      1.50%                         0.375%
----------------------------------------------------------------------------------------------------------------------
2.00 or greater, but less than 2.50         0.75%                      1.75%                         0.450%
----------------------------------------------------------------------------------------------------------------------
2.50 or greater, but less than 3.00         1.00%                      2.00%                         0.500%
----------------------------------------------------------------------------------------------------------------------
          3.00 or greater                   1.25%                      2.25%                         0.500%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                           The Applicable Floating Rate Margin, Applicable
                  Eurocurrency Margin and Applicable Commitment Fee Percentage
                  shall be 1.00%, 2.00% and 0.500%, respectively, until the
                  Administrative Agent has received the Company's financial
                  statements for the fiscal quarter ending September 30, 2000;
                  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, is 3.00 or
                  greater, the Applicable Floating Rate Margin, Applicable
                  Eurocurrency Margin and Applicable Commitment Fee Percentage
                  shall be 1.25%, 2.25% and 0.500%, respectively. Thereafter,
                  upon receipt of the financial statements to be delivered by
                  the Company in accordance with Section 7.1(A)(i) or (ii), as
                  applicable, for any fiscal quarter or, if earlier, upon
                  receipt of the Company's unaudited financial statements for
                  any fiscal year, the Applicable Floating Rate Margin,
                  Applicable Eurocurrency Margin and Applicable Commitment Fee
                  Percentage shall be adjusted, such adjustment being effective
                  five (5) Business Days following the Administrative Agent's
                  receipt of such financial statements and the compliance
                  certificate required to be delivered in connection therewith
                  pursuant to



                                     -51-
<PAGE>   58

         Section 7.1(A)(iii); provided, that if the Company shall not have
         timely delivered its financial statements in accordance with Section
         7.1(A)(i) or (ii), as applicable, then commencing on the date upon
         which such financial statements should have been delivered and
         continuing until such financial statements are actually delivered, it
         shall be assumed for purposes of determining the Applicable Floating
         Rate Margin, Applicable Eurocurrency Margin and Applicable Commitment
         Fee Percentage that the Leverage Ratio was greater than 3.00 to 1.0.
         Notwithstanding the foregoing, for so long as any Default shall have
         occurred and been continuing, the Applicable Floating Rate Margin,
         Applicable Eurocurrency Margin and Applicable Commitment Fee
         Percentage shall be the highest Applicable Floating Rate Margin,
         Applicable Eurocurrency Margin and Applicable Commitment Fee Margin
         set forth in the foregoing table. At all times after the first
         anniversary of the Closing Date until the Term Loans have been repaid
         in full, each of the Applicable Floating Rate Margin and the
         Applicable Eurocurrency Margin shall increase by 25 basis points.

         (E)      Taxes.

                  (i)      Any and all payments by the Borrowers hereunder
         (whether in respect of principal, interest, fees or otherwise) shall
         be made free and clear of and without deduction for any and all
         present or future taxes, levies, imposts, deductions, charges or
         withholdings or any interest, penalties and liabilities with respect
         thereto including those arising after the date hereof as a result of
         the adoption of or any change in any law, treaty, rule, regulation,
         guideline or determination of a Governmental Authority or any change
         in the interpretation or application thereof by a Governmental
         Authority but excluding, in the case of each Lender and the
         Administrative Agent, such taxes (including income taxes, franchise
         taxes and branch profit taxes) as are imposed on or measured by such
         Lender's or the Administrative Agent's, as the case may be, net income
         by the United States of America or any Governmental Authority of the
         jurisdiction under the laws of which such Lender or the Administrative
         Agent, as the case may be, is organized (all such non-excluded taxes,
         levies, imposts, deductions, charges, withholdings, and liabilities
         which the Administrative Agent or a Lender determines to be applicable
         to this Agreement, the other Loan Documents, the Revolving Loan
         Commitments, the Loans or the Letters of Credit being hereinafter
         referred to as "TAXES"). If any Borrower shall be required by law to
         deduct or withhold any Taxes from or in respect of any sum payable
         hereunder or under the other Loan Documents to any Lender or the
         Administrative Agent, (i) the sum payable shall be increased as may be
         necessary so that after making all required deductions or withholdings
         (including deductions applicable to additional sums payable under this
         Section 2.15(E)) such Lender or Agent (as the case may be) receives an
         amount equal to the sum it would have received had no such deductions
         or withholdings been made, (ii) the applicable Borrower shall make
         such deductions or withholdings, and (iii) the applicable Borrower
         shall pay the full amount deducted or withheld to the relevant
         taxation authority or other authority in accordance with applicable
         law. If a withholding tax of the United States of America or any other
         Governmental Authority shall be or become applicable (y) after the
         date of this Agreement, to such payments by the applicable Borrower
         made to the Lending Installation or any other office that a Lender may
         claim as its Lending Installation, or (z) after such Lender's
         selection and designation of any other Lending Installation, to such


                                     -52-
<PAGE>   59

         payments made to such other Lending Installation, such Lender shall
         use reasonable efforts to make, fund and maintain the affected Loans
         through another Lending Installation of such Lender in another
         jurisdiction so as to reduce the applicable Borrower's liability
         hereunder, if the making, funding or maintenance of such Loans through
         such other Lending Installation of such Lender does not, in the
         judgment of such Lender, otherwise adversely affect such Loans, or
         obligations under the Revolving Loan Commitments of such Lender.

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

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

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


                                     -53-
<PAGE>   60

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

                  (vi)     Each Lender (including any Replacement Lender or
         Purchaser) that is not created or organized under the laws of the
         United States of America or a political subdivision thereof (each a
         "NON-U.S. LENDER") shall deliver to the Company and the Administrative
         Agent on or before the Closing Date, or, if later, the date on which
         such Lender becomes a Lender pursuant to Section 12.3 hereof (and from
         time to time thereafter upon the request of the Company or the
         Administrative Agent, but only for so long as such Non-U.S. Lender is
         legally entitled to do so), either (1) (x) two (2) duly completed
         copies of either (A) IRS Form W-8BEN (or, if delivered on or before
         December 31, 1999, IRS Form 1001), or (B) IRS Form W-8ECI (or, if
         delivered on or before December 31, 1999, IRS Form 4224), or in either
         case an applicable successor form, and (y) for periods prior to
         January 1, 2000, a duly completed copy of IRS Form W-8 or W-9 or
         applicable successor form; or (2) in the case of a Non-U.S. Lender
         that is not legally entitled to deliver either form listed in clause
         (vi)(1)(x), (x) a certificate of a duly authorized officer of such
         Non-U.S. Lender to the effect that such Non-U.S. Lender is not (A) a
         "bank" within the meaning of Section 881(c)(3)(A) of the Code, (B) a
         "10 percent shareholder" of the Company or any Subsidiary Borrower
         within the meaning of Section 881(c)(3)(B) of the Code, or (C) a
         controlled foreign corporation receiving interest from a related
         person within the meaning of Section 881(c)(3)(C) of the Code (such
         certificate, an "EXEMPTION CERTIFICATE") and (y) two (2) duly
         completed copies of IRS Form W-8BEN or applicable successor form. Each
         such Lender further agrees to deliver to the Company and the
         Administrative Agent from time to time a true and accurate certificate
         executed in duplicate by a duly authorized officer of such Lender in a
         form satisfactory to the Company and the Administrative Agent, before
         or promptly upon the occurrence of any event requiring a change in the
         most recent certificate previously delivered by it to the Company and
         the Administrative Agent pursuant to this Section 2.15(E)(vi).
         Further, each Lender which delivers a form or certificate pursuant to
         this clause (vi) covenants and agrees to deliver to the Company and
         the Administrative Agent within fifteen (15) days prior to the
         expiration of such form, for so long as this Agreement is still in
         effect, another such certificate and/or two (2) accurate and complete
         original newly-signed copies of the applicable form (or any successor
         form or forms required under the Code or the applicable regulations
         promulgated thereunder).

                  Each Lender shall promptly furnish to the Company and the
         Administrative Agent such additional documents as may be reasonably
         required by any Borrower or the Administrative Agent to establish any
         exemption from or reduction of any Taxes or Other Taxes required to be
         deducted or withheld and which may be obtained without undue expense
         to such Lender. Notwithstanding any other provision of this Section
         2.15(E), no Borrower shall be obligated to gross up any payments to
         any Lender pursuant to Section 2.15(E)(i), or to indemnify any Lender
         pursuant to Section 2.15(E)(iii), in respect of United States federal
         withholding taxes to the extent imposed as a result of (x) the failure


                                     -54-
<PAGE>   61

         of such Lender to deliver to the Company the form or forms and/or an
         Exemption Certificate, as applicable to such Lender, pursuant to
         Section 2.15(E)(vi), (y) such form or forms and/or Exemption
         Certificate not establishing a complete exemption from U.S. federal
         withholding tax or the information or certifications made therein by
         the Lender being untrue or inaccurate on the date delivered in any
         material respect, or (z) the Lender designating a successor Lending
         Installation at which it maintains its Loans which has the effect of
         causing such Lender to become obligated for tax payments in excess of
         those in effect immediately prior to such designation; provided,
         however, that the applicable Borrower shall be obligated to gross up
         any payments to any such Lender pursuant to Section 2.15(E)(i), and to
         indemnify any such Lender pursuant to Section 2.15(E)(iii), in respect
         of United States federal withholding taxes if (x) any such failure to
         deliver a form or forms or an Exemption Certificate or the failure of
         such form or forms or exemption certificate to establish a complete
         exemption from U.S. federal withholding tax or inaccuracy or untruth
         contained therein resulted from a change in any applicable statute,
         treaty, regulation or other applicable law or any interpretation of
         any of the foregoing occurring after the date hereof, which change
         rendered such Lender no longer legally entitled to deliver such form
         or forms or Exemption Certificate or otherwise ineligible for a
         complete exemption from U.S. federal withholding tax, or rendered the
         information or the certifications made in such form or forms or
         Exemption Certificate untrue or inaccurate in any material respect,
         (y) the redesignation of the Lender's Lending Installation was made at
         the request of the Company or (z) the obligation to gross up payments
         to any such Lender pursuant to Section 2.15(E)(i), or to indemnify any
         such Lender pursuant to Section 2.15(E)(iii), is with respect to a
         Purchaser that becomes a Purchaser as a result of an assignment made
         at the request of the Company.

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

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

         2.18     Non-Receipt of Funds by the Administrative Agent. Unless a
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the date on which it is scheduled to make payment to the
Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or
(ii) in the case of any Borrower, a payment of principal, interest or fees to
the Administrative Agent for the account of the Lenders, that it does not
intend to make such payment, the Administrative Agent may assume that such
payment has been made. The


                                     -55-
<PAGE>   62

Administrative Agent may, but shall not be obligated to, make the amount of
such payment available to the intended recipient in reliance upon such
assumption. If such Lender or the applicable Borrower, as the case may be, has
not in fact made such payment to the Administrative Agent, the recipient of
such payment shall, on demand by the Administrative Agent, repay to the
Administrative Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Administrative Agent until the date the
Administrative Agent recovers such amount at a rate per annum equal to (i) in
the case of payment by a Lender, the Federal Funds Effective Rate for such day
or (ii) in the case of payment by a Borrower, the interest rate applicable to
the relevant Loan.

         2.19     Termination Date. This Agreement shall be effective until the
Facility Termination Date. Notwithstanding the termination of this Agreement,
until (A) all of the Obligations (other than contingent indemnity obligations)
shall have been fully and indefeasibly paid and satisfied, (B) all commitments
of the Lenders to extend credit hereunder have expired or have been terminated
and (C) all of the Letters of Credit shall have expired, been canceled or
terminated (collectively, the "TERMINATION CONDITIONS"), all of the rights and
remedies under this Agreement and the other Loan Documents shall survive.

         2.20     Replacement of Certain Lenders. In the event a Lender
("AFFECTED LENDER") shall have: (i) failed to fund its Pro Rata Tranche A
Revolving Share or Pro Rata Tranche B Revolving Share of any Advance requested
by the applicable Borrower, or to make payment in respect of any Alternate
Currency Loan purchased by such Lender pursuant to Section 2.21(E), which such
Lender is obligated to fund under the terms of this Agreement and which failure
has not been cured, (ii) requested compensation from any Borrower under
Sections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional
costs incurred by such Lender which are not being incurred generally by the
other Lenders except as provided under any applicable Alternate Currency
Addendum, or (iii) delivered a notice pursuant to Section 4.3 claiming that
such Lender is unable to extend Eurocurrency Rate Loans to the Company for
reasons not generally applicable to the other Lenders, then, in any such case,
after the engagement of one or more "Replacement Lenders" (as defined below) by
the Company and/or the Administrative Agent, the Company or the Administrative
Agent may make written demand on such Affected Lender (with a copy to the
Administrative Agent in the case of a demand by the Company and a copy to the
Company in the case of a demand by the Administrative Agent) for the Affected
Lender to assign, and such Affected Lender shall use commercially reasonable
efforts to assign pursuant to one or more duly executed Assignment Agreements
five (5) Business Days after the date of such demand, to one or more financial
institutions that comply with the provisions of Section 14.3(A) which the
Company or the Administrative Agent, as the case may be, shall have engaged for
such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and
obligations under this Agreement and the other Loan Documents (including,
without limitation, its Revolving Loan Commitment, all Loans owing to it, all
of its participation interests in existing Letters of Credit, and its
obligation to participate in additional Letters of Credit and Alternate
Currency Loans hereunder) in accordance with Section 14.3. The Administrative
Agent is authorized to execute one or more of such assignment agreements as
attorney-in-fact for any Affected Lender failing to execute and deliver the
same within five (5) Business Days after the date of such demand. With respect
to such assignment the Affected Lender shall be entitled to receive, in cash,
all amounts due and owing to the Affected Lender hereunder or under any


                                     -56-
<PAGE>   63

other Loan Document, including, without limitation, the aggregate outstanding
principal amount of the Loans owed to such Lender, together with accrued
interest thereon through the date of such assignment, amounts payable under
Sections 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and
compensation payable under Section 2.15(C) in the event of any replacement of
any Affected Lender under clause (ii) or clause (iii) of this Section 2.20;
provided that upon such Affected Lender's replacement, such Affected Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15(E), 4.1, 4.2, 4.4, and 11.6, as well as to any fees
accrued for its account hereunder and not yet paid, and shall continue to be
obligated under Section 12.8.

         2.21     Alternate Currency Loans.

         (A)      Upon the satisfaction of the conditions precedent set forth
                  in Article V hereof and set forth in the applicable Alternate
                  Currency Addendum, from and including the later of the date
                  of this Agreement and the date of execution of the applicable
                  Alternate Currency Addendum and prior to the Termination Date
                  (or such earlier termination date as shall be specified in or
                  pursuant to the applicable Alternate Currency Addendum), each
                  Alternate Currency Bank agrees, on the terms and conditions
                  set forth in this Agreement and in the applicable Alternate
                  Currency Addendum, to make Alternate Currency Loans under
                  such Alternate Currency Addendum to the applicable Borrower
                  party to such Alternate Currency Addendum from time to time
                  in the applicable Alternate Currency, in an amount not to
                  exceed each such Alternate Currency Bank's applicable
                  Alternate Currency Commitment; provided, further, at no time
                  shall the Dollar Amount of the Alternate Currency Loans for
                  any specific Alternate Currency exceed the maximum amount
                  specified as the maximum amount for such Alternate Currency
                  in the applicable Alternate Currency Addendum other than as a
                  result of currency fluctuations and then only to the extent
                  permitted in Section 2.5(B)(ii) and provided, further that at
                  no time shall the Dollar Amount of the Tranche B Revolving
                  Credit Obligations exceed the Aggregate Tranche B Revolving
                  Loan Commitments. Subject to the terms of this Agreement and
                  the applicable Alternate Currency Addendum, the applicable
                  Borrowers may borrow, repay and reborrow Alternate Currency
                  Loans in the applicable Alternate Currency at any time prior
                  to the Termination Date (or such earlier termination date as
                  shall be specified in or pursuant to the applicable Alternate
                  Currency Addendum). On the Termination Date (or such earlier
                  termination date as shall be specified in or pursuant to the
                  applicable Alternate Currency Addendum), the outstanding
                  principal balance of the Alternate Currency Loans shall be
                  paid in full by the applicable Borrower and prior to the
                  Termination Date (or such earlier termination date as shall
                  be specified in or pursuant to the applicable Alternate
                  Currency Addendum) prepayments of the Alternate Currency
                  Loans shall be made by the applicable Borrower if and to the
                  extent required by Section 2.5(B)(ii). For the avoidance of
                  doubt, it is understood that no Lender shall have any
                  obligation hereunder to execute an Alternate Currency
                  Addendum and so to become an Alternate Currency Bank.


                                     -57-
<PAGE>   64

         (B)      Borrowing Notice. When the applicable Borrower desires to
                  borrow under this Section 2.21, the applicable Borrower shall
                  deliver to the applicable Alternate Currency Bank and the
                  Administrative Agent a Borrowing/Conversion/Continuation
                  Notice, signed by it, as provided in this Section 2.21, and
                  the Administrative Agent shall give prompt notice to the
                  Lenders with a Tranche B Revolving Loan Commitment of any
                  such request for an Alternate Currency Loan. Any
                  Borrowing/Conversion/Continuation Notice given pursuant to
                  this Section 2.21 shall be irrevocable.

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

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

         (E)      Risk Participation. Immediately and automatically upon the
                  occurrence of an Event of Default under Sections 8.1(A), (E)
                  or (F), each Lender with a Tranche B Revolving Loan
                  Commitment shall be deemed to have unconditionally and
                  irrevocably purchased from the applicable Alternate Currency
                  Bank, without recourse or warranty, an undivided interest in
                  and participation in each Alternate Currency Loan ratably in
                  an amount equal to such Lender's Pro Rata Tranche B Revolving
                  Share of the amount of principal and accrued interest of such
                  Loan, and immediately and automatically all Alternate
                  Currency Loans shall be converted to and redenominated in
                  Dollars equal to the Dollar Amount of each such Alternate
                  Currency Loan determined as of the date of such conversion;
                  provided, that to the extent such conversion shall occur
                  other than at the end of an Interest Period, the applicable
                  Borrower shall pay to the applicable Alternate Currency Bank,
                  all losses and breakage costs related thereto in accordance
                  with Section 4.4. Each of the Lenders shall pay to the
                  applicable Alternate Currency Bank not later than two (2)
                  Business Days following a request for payment from such
                  Alternate Currency Bank, in Dollars, an amount equal to the
                  undivided interest in and participation in the Alternate
                  Currency Loan purchased by such Lender pursuant to this
                  Section 2.21(E). In the event that any Lender fails to make
                  payment to the applicable Alternate Currency Bank of any
                  amount due under this Section 2.21(E), the Administrative
                  Agent shall be entitled to receive, retain and apply against
                  such obligation the principal and interest otherwise payable
                  to such Lender hereunder until the Administrative Agent
                  receives from such Lender an amount sufficient to discharge
                  such Lender's payment obligation


                                     -58-
<PAGE>   65

                  as prescribed in this Section 2.21(E) together with interest
                  thereon at the Federal Funds Effective Rate for each day
                  during the period commencing on the date of demand by the
                  applicable Alternate Currency Bank and ending on the date
                  such obligation is fully satisfied. The Administrative Agent
                  will promptly remit all payments received as provided above
                  to the applicable Alternate Currency Bank. In consideration
                  of the risk participations prescribed in this Section
                  2.21(E), each Lender shall receive, from the accrued interest
                  paid for periods prior to the conversion of any Alternate
                  Currency Loan as described above by the applicable Borrower
                  on each Alternate Currency Loan, a fee equal to such Lender's
                  Pro Rata Tranche B Revolving Share of the Applicable
                  Eurocurrency Margin component of the interest accrued on such
                  Loan, as in effect from time to time during the period such
                  interest accrued. Such portion of the interest paid by the
                  applicable Borrower on Alternate Currency Loans to the
                  applicable Alternate Currency Bank shall be paid as promptly
                  as possible by such Alternate Currency Bank to the
                  Administrative Agent, and the Administrative Agent shall as
                  promptly as possible convert such amount into Dollars at the
                  spot rate of exchange in accordance with its normal banking
                  practices and apply such resulting amount ratably among the
                  Lenders (including the Alternate Currency Banks) in
                  proportion to their Pro Rata Tranche B Revolving Share.

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

         2.22     Judgment Currency. If, for the purposes of obtaining judgment
in any court, it is necessary to convert a sum due from any Borrower hereunder
in the currency expressed to be payable herein (the "SPECIFIED CURRENCY") into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the specified currency with such other currency at the Administrative
Agent's office in New York, New York on the Business Day preceding that on
which the final, non-appealable judgment is given. The obligations of each
Borrower in respect of any sum due to any Lender or the Administrative Agent
hereunder shall, notwithstanding any judgment in a currency other than the
specified currency, be discharged only to the extent that on the Business Day
following receipt


                                     -59-
<PAGE>   66

by such Lender or the Administrative Agent (as the case may be) of any sum
adjudged to be so due in such other currency such Lender or the Administrative
Agent (as the case may be) may in accordance with normal, reasonable banking
procedures purchase the specified currency with such other currency. If the
amount of the specified currency so purchased is less than the sum originally
due to such Lender or the Administrative Agent, as the case may be, in the
specified currency, each Borrower agrees, to the fullest extent that it may
effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender or the Administrative Agent, as the case may
be, against such loss, and if the amount of the specified currency so purchased
exceeds (a) the sum originally due to any Lender or the Administrative Agent,
as the case may be, in the specified currency and (b) any amounts shared with
other Lenders as a result of allocations of such excess as a disproportionate
payment to such Lender under Section 13.2, such Lender or the Administrative
Agent, as the case may be, agrees to remit such excess to such Borrower.

         2.23     Market Disruption; Denomination of Amounts in Dollars; Dollar
Equivalent of Reimbursement Obligations.

         (A)      Notwithstanding the satisfaction of all conditions referred
                  to in this Article II with respect to any Advance in any
                  Agreed Currency other than Dollars or an Alternate Currency,
                  as applicable, if there shall occur on or prior to the date
                  of such Advance any change in national or international
                  financial, political or economic conditions or currency
                  exchange rates or exchange controls which would in the
                  reasonable opinion of the Company, any Subsidiary Borrower,
                  any Alternate Currency Bank, the Administrative Agent or the
                  Required Lenders make it impracticable for the Eurocurrency
                  Rate Loans or Alternate Currency Loans comprising such
                  Advance to be denominated in the Agreed Currency or Alternate
                  Currency, as applicable, specified by the applicable
                  Borrower, then the Administrative Agent shall forthwith give
                  notice thereof to such Borrower, the applicable Alternate
                  Currency Bank and the Lenders, or the applicable Borrower
                  shall give notice to the Administrative Agent, the applicable
                  Alternate Currency Bank and the Lenders, as the case may be,
                  and such Eurocurrency Rate Loans or Alternate Currency Loans
                  shall not be denominated in such currency but shall be made
                  on such Borrowing Date in Dollars, in an aggregate principal
                  amount equal to the Dollar Amount of the aggregate principal
                  amount specified in the related Borrowing Notice, as Floating
                  Rate Loans, unless the applicable Borrower notifies the
                  Administrative Agent at least one (1) Business Day before
                  such date that (i) it elects not to borrow on such date or
                  (ii) it elects to borrow on a date at least three (3)
                  Business Days thereafter in a different Agreed Currency or
                  Alternate Currency, as the case may be, in which the
                  denomination of such Loans would in the opinion of the
                  Administrative Agent, any Alternate Currency Bank, if
                  applicable, and the Required Lenders be practicable and in an
                  aggregate principal amount equal to the Dollar Amount of the
                  aggregate principal amount specified in the related Borrowing
                  Notice.

         (B)      Except as set forth in Sections 2.1, 2.5 and 2.21, all
                  amounts referenced in this Article II shall be calculated
                  using the Dollar Amount determined based upon the Equivalent
                  Amount in effect as of the date of any determination thereof;
                  provided,


                                     -60-
<PAGE>   67

                  however, to the extent that any Borrower shall be obligated
                  hereunder to pay in Dollars any Advance denominated in a
                  currency other than Dollars, such amount shall be paid in
                  Dollars using the Dollar Amount of the Advance (calculated
                  based upon the Equivalent Amount in effect on the date of
                  payment thereof) and in the event that the applicable
                  Borrower does not reimburse the Administrative Agent and the
                  Lenders are required to fund a purchase of a participation in
                  such Advance, such purchase shall be made in Dollars in an
                  amount equal to the Dollar Amount of such Advance (calculated
                  based upon the Equivalent Amount in effect on the date of
                  payment thereof). Notwithstanding anything herein to the
                  contrary, the full risk of currency fluctuations shall be
                  borne by the Borrowers and the Borrowers agree to indemnify
                  and hold harmless each Issuing Bank, the Alternate Currency
                  Banks, the Administrative Agent and the Lenders from and
                  against any loss resulting from any borrowing denominated in
                  a currency other than in Dollars and for which the Lenders
                  are not reimbursed on the day of such borrowing.

         2.24     Subsidiary Borrowers. The Company may at any time or from
time to time, with the consent of the Administrative Agent add as a party to
this Agreement any Wholly-Owned Subsidiary to be a "Subsidiary Borrower"
hereunder by the execution and delivery to the Administrative Agent and the
Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the
written consent of the Company at the foot thereof and (b) such other guaranty
and subordinated intercompany indebtedness documents as may be reasonably
required by the Administrative Agent, such documents with respect to any
additional Subsidiaries to be substantially similar in form and substance to
the Loan Documents executed on or about the date of the Existing Agreement by
the Subsidiaries parties hereto as of the Closing Date. Upon such execution,
delivery and consent such Subsidiary shall for all purposes be a party hereto
as a Subsidiary Borrower as fully as if it had executed and delivered this
Agreement. So long as the principal of and interest on any Advances made to any
Subsidiary Borrower under this Agreement shall have been repaid or paid in
full, all Letters of Credit issued for the account of such Subsidiary Borrower
have expired or been returned and terminated and all other obligations of such
Subsidiary Borrower under this Agreement shall have been fully performed, the
Company may, by not less than five (5) Business Days' prior notice to the
Administrative Agent (which shall promptly notify the Lenders thereof),
terminate such Subsidiary Borrower's status as a "Subsidiary Borrower".
Notwithstanding anything contained in this Section 2.24, the Company may not
add as a Subsidiary Borrower any Subsidiary that is organized by the Company to
serve as a so-called "bankruptcy remote subsidiary" in connection with a
securitization of Receivables.

ARTICLE III:  THE LETTER OF CREDIT FACILITY

         3.1      Obligation to Issue Letters of Credit. Subject to the terms
and conditions of this Agreement and in reliance upon the representations,
warranties and covenants of the Company herein set forth, each Issuing Bank
hereby agrees to issue for the account of the Company or any Subsidiary
Borrower through such Issuing Bank's branches as it and the Company may jointly
agree, one or more Letters of Credit denominated in Dollars, in an Agreed
Currency or in any other Eligible Currency agreed to by the Company and the
applicable Issuing Bank in accordance with this Article III, from time to time
during the period, commencing on the Closing Date and ending on the Business
Day prior to the Termination Date.


                                     -61-
<PAGE>   68

         3.2      Transitional Provision. Schedule 3.2 contains a schedule of
certain letters of credit issued by ABN for the account of the Company (or in
certain cases, Harris) and its Subsidiaries prior to the Closing Date. From and
after the Closing Date, such letters of credit shall be deemed to be Letters of
Credit issued pursuant to this Article III. All Letters of Credit issued prior
to the Effective Date pursuant to Article III of the Existing Agreement shall be
deemed to be Letters of Credit issued pursuant to this Article III.

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

                  (A)      issue (or amend) any Letter of Credit if on the date
         of issuance (or amendment), before or after giving effect to the Letter
         of Credit requested hereunder, (i) the Dollar Amount of the Tranche A
         Revolving Credit Obligations at such time would exceed the Aggregate
         Revolving Tranche A Loan Commitment at such time, or (ii) the aggregate
         outstanding Dollar Amount of the L/C Obligations would exceed
         $80,000,000; or

                  (B)      issue (or amend) any Letter of Credit which has an
         expiration date later than the date which is the earlier of one (1)
         year after the date of issuance thereof or the Termination Date;
         provided, that any Letter of Credit with a one-year tenor may provide
         for the renewal thereof for additional one-year periods (not to extend
         beyond the Termination Date) with the consent of the applicable Issuing
         Bank.

         3.4      Conditions. In addition to being subject to the satisfaction
of the conditions contained in Sections 5.1, 5.2 and 5.3, the obligation of an
Issuing Bank to issue any Letter of Credit is subject to the satisfaction in
full of the following conditions:

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

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

         3.5      Procedure for Issuance of Letters of Credit. (A) Subject to
the terms and conditions of this Article III and provided that the applicable
conditions set forth in Sections 5.1,


                                      -62-
<PAGE>   69

5.2 and 5.3 hereof have been satisfied, the applicable Issuing Bank shall, on
the requested date, issue a Letter of Credit on behalf of the Company or a
Subsidiary Borrower, as applicable in accordance with such Issuing Bank's usual
and customary business practices and, in this connection, such Issuing Bank may
assume that the applicable conditions set forth in Section 5.3 hereof have been
satisfied unless it shall have received notice to the contrary from the
Administrative Agent or a Lender or has knowledge that the applicable conditions
have not been met.

         (B)      Promptly, and in any event not more than one (1) Business Day
following the date of issuance of any Letter of Credit, the applicable Issuing
Bank shall give the Administrative Agent written or telex notice, or telephonic
notice confirmed promptly thereafter in writing, of the issuance of a Letter of
Credit (provided, however, that the failure to provide such notice shall not
result in any liability on the part of such Issuing Bank), and the
Administrative Agent shall promptly give notice to the Lenders of each such
issuance.

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

         3.6      Letter of Credit Participation. On the date of this Agreement,
with respect to the Letters of Credit identified on Schedule 3.2, and
immediately upon the issuance of each Letter of Credit hereunder, each Lender
shall be deemed to have automatically, irrevocably and unconditionally purchased
and received from the applicable Issuing Bank an undivided interest and
participation in and to such Letter of Credit, the obligations of the Company in
respect thereof, and the liability of such Issuing Bank thereunder
(collectively, an "L/C INTEREST") in an amount equal to the Dollar Amount
available for drawing under such Letter of Credit multiplied by such Lender's
Pro Rata Tranche A Revolving Share.

         3.7      Reimbursement Obligation. (a) The Company agrees
unconditionally, irrevocably and absolutely to pay immediately to the
Administrative Agent, for the account of the Lenders, the amount of each advance
drawn under or pursuant to a Letter of Credit or an L/C Draft related thereto
(such obligation of the Company to reimburse the Administrative Agent for an
advance made under a Letter of Credit or L/C Draft being hereinafter referred to
as a "REIMBURSEMENT OBLIGATION" with respect to such Letter of Credit or L/C
Draft), each such reimbursement to be made by the Company no later than the
Business Day on which the applicable Issuing Bank makes payment of each such L/C
Draft or, if the Company shall have received notice of a Reimbursement
Obligation later than 1:00 p.m. (New York time), on any Business Day or on a day
which is not a Business Day, no later than 1:00 p.m. (New York time), on the
immediately following Business Day or, in the case of any other draw on a Letter
of Credit, the date specified in the demand of such Issuing Bank. If the Company
at any time fails to repay a Reimbursement Obligation pursuant to this Section
3.7, the Issuing Bank shall promptly notify the Administrative Agent and the
Administrative Agent shall promptly notify each Lender and the Company shall be
deemed to have requested to borrow Tranche A Revolving Loans from the Lenders,
as of the date of the advance giving rise to the Reimbursement Obligation, equal
in amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such
Tranche A Revolving Loans shall be made as of the date of the payment giving
rise to such Reimbursement Obligation, automatically, without notice and without
any


                                      -63-
<PAGE>   70

requirement to satisfy the conditions precedent otherwise applicable to an
Advance of Tranche A Revolving Loans.

         (b)      Each Lender with a Tranche A Revolving Loan Commitment shall
upon any notice pursuant to Section 3.7(a) make available to the Administrative
Agent for the account of the relevant Issuing Bank an amount in Dollars and in
immediately available funds equal to its Pro Rata Tranche A Revolving Share of
the Dollar Equivalent of the amount of the drawing, whereupon such Lenders shall
(subject to Section 3.7(d)) each be deemed to have made a Revolving Loan
constituting a Floating Rate Advance, the proceeds of which Advance shall be
used to repay such Reimbursement Obligation. If any Lender so notified fails to
make available to the Administrative Agent for the account of the Issuing Bank
the amount of such Lender's Pro Rata Revolving Share of the Dollar Equivalent of
the amount of the drawing by no later than 3:00 p.m. (New York time) on the date
of the advance giving rise to the Reimbursement Obligation, then interest shall
accrue on such Lender's obligation to make such payment, from such date to the
date such Lender makes such payment, at a rate per annum equal to the Federal
Funds Effective Rate in effect from time to time during such period. The
Administrative Agent will promptly give notice of the occurrence of the draw,
but failure of the Administrative Agent to give any such notice in sufficient
time to enable any Lender to effect such payment on such date shall not relieve
such Lender from its obligations under this Section 3.7.

         (c)      Each Lender's obligation in accordance with this Agreement to
make the Tranche A Revolving Loans, as contemplated by this Section 3.7, as a
result of a drawing under a Letter of Credit, shall be absolute and
unconditional and without recourse to the Issuing Banks and shall not be
affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Revolving Lender may have against
an Issuing Bank, the Company or any other Person for any reason whatsoever; (ii)
the occurrence or continuance of a Default, an Event of Default or a Material
Adverse Effect; or (iii) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.

         (d)      If, for any reason, the Company fails to repay a Reimbursement
Obligation on the day such Reimbursement Obligation arises and, for any reason,
the Lenders are unable to make or have no obligation to make Revolving Loans,
then such Reimbursement Obligation shall bear interest from and after such day,
until paid in full, at the interest rate applicable to a Floating Rate Advance.

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

                  (A)      quarterly, in arrears, to the Administrative Agent
         for the ratable benefit of the Lenders with a Tranche A Revolving Loan
         Commitment a letter of credit fee at a rate per annum equal to the
         Applicable L/C Fee Percentage on the average daily outstanding Dollar
         Amount available for drawing under all Letters of Credit;

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


                                      -64-
<PAGE>   71

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

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

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

         (B)      As among the Company, the Lenders, the Administrative Agent
and the Issuing Banks, the Company assumes all risks of the acts and omissions
of, or misuse of such Letter of Credit by, the beneficiary of any Letters of
Credit. In furtherance and not in limitation of the foregoing, subject to the
provisions of the Letter of Credit applications and Letter of Credit
reimbursement agreements executed by the Company at the time of request for any
Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any
Lender shall be responsible (in the absence of gross negligence or willful
misconduct of such party in connection therewith, as determined by the final
judgment of a court of competent jurisdiction): (i) for the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document submitted by
any party in connection with the application for and issuance of the Letters of
Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) for the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason; (iii) for failure of the beneficiary of a Letter of
Credit to comply duly with conditions not expressly


                                      -65-
<PAGE>   72

provided on the face of such Letter of Credit and required in order to draw upon
such Letter of Credit; (iv) for errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex, or
other similar form of teletransmission or otherwise; (v) for errors in
interpretation of technical trade terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; and (viii) for any consequences arising
from causes beyond the control of the Administrative Agent, the Issuing Banks
and the Lenders, including, without limitation, any Governmental Acts. None of
the above shall affect, impair, or prevent the vesting of any Issuing Bank's
rights or powers under this Section 3.10.

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

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

         3.11     Cash Collateral. Notwithstanding anything to the contrary
herein or in any application for a Letter of Credit, after the occurrence and
during the continuance of a Default, the Company shall, on the Business Day that
it receives the Administrative Agent's demand, deliver to the Administrative
Agent for the benefit of the Lenders and the Issuing Banks, cash, or other
collateral of a type satisfactory to the Required Lenders, having a value, as
determined by such Lenders, equal to one hundred percent (100%) of the aggregate
Dollar Amount of the outstanding L/C Obligations. In addition, if the Tranche A
Revolving Credit Availability is at any time less than the Dollar Amount of all
contingent L/C Obligations outstanding at any time, the Company shall deposit
cash collateral with the Administrative Agent in Dollars in an amount equal to
one-hundred five percent (105%) of the Dollar Amount by which such L/C
Obligations exceed such Tranche A Revolving Credit Availability. Any such
collateral shall be held by the Administrative Agent in a separate account
appropriately designated as a cash collateral account in relation to this
Agreement and the Letters of Credit and retained by the Administrative Agent for
the benefit of the Lenders and the Issuing Banks as collateral security for the
Company's obligations in respect of this Agreement and each of the Letters of
Credit and L/C Drafts. Such amounts shall be applied to reimburse the Issuing
Banks for drawings or payments under or pursuant to Letters of Credit or L/C
Drafts, or if no such reimbursement is required, to payment of such of the other
Obligations as the Administrative Agent shall determine. If no Default shall be
continuing, amounts remaining in any cash collateral account established
pursuant to this Section 3.11 which are not to be applied to reimburse an
Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in
respect of a Letter of


                                      -66-
<PAGE>   73

Credit or L/C Draft, shall be returned to the Company within one (1) Business
Day (after deduction of the Administrative Agent's expenses incurred in
connection with such cash collateral account).


ARTICLE IV:   CHANGE IN CIRCUMSTANCES

         4.1      Yield Protection. If any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law) adopted after the date of this Agreement or any
interpretation or application thereof by any Governmental Authority charged with
the interpretation or application thereof, or the compliance of any Lender
therewith,

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

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

         (C)      imposes any other condition the result of which is to increase
                  the cost to any Lender or any applicable Lending Installation
                  of making, funding or maintaining its Revolving Loan
                  Commitment, Loans, the L/C Interests or the Letters of Credit
                  or reduces any amount received by any Lender or any applicable
                  Lending Installation in connection with its Revolving Loan
                  Commitment, Loans or Letters of Credit, or requires any Lender
                  or any applicable Lending Installation to make any payment
                  calculated by reference to the amount of Revolving Loan
                  Commitment, Loans or L/C Interests held or interest received
                  by it or by reference to the Letters of Credit, by an amount
                  deemed material by such Lender;

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

         4.2      Changes in Capital Adequacy Regulations. If a Lender
determines (i) the amount of capital required or expected to be maintained by
such Lender, any Lending Installation of such


                                      -67-
<PAGE>   74

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

         4.3      Availability of Types of Advances. If (i) any Lender
determines that maintenance of its Eurocurrency Rate Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation or directive,
whether or not having the force of law, or (ii) the Required Lenders determine
that (x) deposits of a type, currency or maturity appropriate to match fund
Fixed-Rate Advances are not available or (y) the interest rate applicable to a
Fixed-Rate Advance does not accurately reflect the cost of making or maintaining
such an Advance, then the Administrative Agent shall suspend the availability of
the affected Type of Advance and, in the case of any occurrence set forth in
clause (i), require any Advances of the affected Type to be repaid or converted
into another Type.

         4.4      Funding Indemnification. If any payment of a Fixed-Rate
Advance occurs on a date which is not the last day of the applicable Interest
Period, whether because of acceleration, prepayment, or otherwise, or a
Fixed-Rate Advance is not made on the date specified by the applicable Borrower
for any reason other than default by the Lenders, the Borrowers shall indemnify
each Lender for any loss or cost incurred by it resulting therefrom, including,
without limitation, any loss or cost in liquidating or employing deposits
acquired to fund or maintain the Fixed-Rate Advance or Swing Line Loan, as
applicable.

         4.5      Lender Statements; Survival of Indemnity. If reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Fixed-Rate Loans to reduce any liability of any Borrower to such
Lender under Sections 4.1 and 4.2 or to avoid the unavailability of a Type of
Advance under Section 4.3, so long as such designation is not, in such


                                      -68-
<PAGE>   75

Lender's judgment, disadvantageous to such Lender. Any demand for compensation
pursuant to this Article IV shall be in writing and shall state the amount due,
if any, under Section 4.1, 4.2 or 4.4 and shall set forth in reasonable detail
the calculations upon which such Lender determined such amount. Such written
demand shall be rebuttably presumed correct for all purposes. Determination of
amounts payable under such Sections in connection with a Fixed-Rate Loan shall
be calculated as though each Lender funded its Fixed-Rate Loan through the
purchase of a deposit of the type, currency and maturity corresponding to the
deposit used as a reference in determining the Fixed-Rate applicable to such
Loan, whether in fact that is the case or not. The obligations of the Company
and the other Borrowers under Sections 4.1, 4.2 and 4.4 shall survive payment of
the Obligations and termination of this Agreement.

ARTICLE V:    CONDITIONS PRECEDENT

         5.1      Initial Advances and Letters of Credit. The Lenders shall not
be required to make the initial Loans or issue any Letters of Credit unless (i)
such initial Loans are made not later than November 15, 1999; and (ii) the
Company has furnished to the Administrative Agent each of the following, with
sufficient copies for the Lenders, and the other conditions set forth below have
been satisfied (and the Lenders hereby acknowledge that such conditions have
been satisfied):

         (A)      Copies of the Spin-off Materials and such other information
                  with respect to the Spin-off as the Lead Arrangers may
                  reasonably request, which shall be in form and substance
                  satisfactory to the Administrative Agent, and evidence
                  satisfactory to the Administrative Agent that all conditions
                  precedent thereunder or otherwise to the consummation of the
                  Spin-off (other than payment of the Dividend) shall have been
                  satisfied (and not waived).

         (B)      Arrangements satisfactory to the Administrative Agent shall
                  have been made for the consummation of the Spin-off promptly
                  following the initial Loans.

         (C)      Copies of the Certificate of Incorporation or equivalent
                  document of each of the Loan Parties, together with all
                  amendments thereto and, to the extent applicable, a
                  certificate of good standing, all certified by the appropriate
                  governmental officer in its jurisdiction of incorporation (or,
                  in the case of Lanier Europe AG, as may otherwise be
                  satisfactory to the Administrative Agent).

         (D)      Copies, certified by the Secretary or Assistant Secretary of
                  each of the Loan Parties of their respective By-Laws and of
                  their respective Board of Directors' resolutions (and
                  resolutions of other bodies, if any are deemed necessary by
                  counsel for any Lender) authorizing the execution of the Loan
                  Documents.

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

         (F)      A certificate, in form and substance satisfactory to the
                  Administrative Agent, signed by the chief financial officer of
                  the Company, stating that on the date of


                                      -69-
<PAGE>   76

                  the Existing Agreement (which was the initial Borrowing Date)
                  all the representations and warranties of the Loan Parties in
                  the Loan Documents are true and correct (unless such
                  representation and warranty is made as of a specific date, in
                  which case, such representation and warranty shall be true in
                  all material respects as of such date) and no Default or
                  Unmatured Default has occurred and is continuing.

         (G)      The written opinions of the Loan Parties' US counsel, and, if
                  applicable, foreign counsel, addressed to the Agents and the
                  Lenders, in form and substance satisfactory to the
                  Administrative Agent.

         (H)      Evidence reasonably satisfactory to the Administrative Agent
                  that the Company and each of its Subsidiaries (a) has made a
                  reasonable assessment of the Year 2000 Issues; (b) has a
                  program for remediating the Year 2000 Issues, including a
                  timetable and budget of anticipated costs; and (c) has a
                  source of funds as required in such budget.

         (I)      The capital structure and corporate structure of the Company
                  and its Subsidiaries is consistent in all material respects
                  with the Spin-off Materials, and there exists no injunction or
                  temporary restraining order which, in the reasonable judgment
                  of the Administrative Agent, could prohibit or impose material
                  restrictions on the Spin-off or prohibit the making of the
                  Loans and the other transactions contemplated by the Loan
                  Documents or any litigation seeking such an injunction or
                  restraining order.

         (J)      A written solvency certificate from the chief financial
                  officer of the Borrower in form and substance satisfactory to
                  the Administrative Agent, dated the initial Borrowing Date,
                  with respect to the value, Solvency and other factual
                  information of or relating to, as the case may be, the
                  Borrower and its Subsidiaries on a consolidated basis, after
                  giving effect to the Dividend, the Spin-off, and the
                  incurrence of Indebtedness related thereto (including the
                  initial extensions of credit hereunder).

         (K)      The Administrative Agent shall have received (i) pro forma
                  opening financial statements giving effect to the Spin-off
                  which must not be materially less favorable, in the
                  Administrative Agent's reasonable judgment, than the
                  projections previously provided to the Lead Arrangers and
                  which must demonstrate, in the reasonable judgment of the
                  Administrative Agent, together with all other information then
                  available to the Administrative Agent, that the Company and
                  its Subsidiaries can repay their debts and satisfy their
                  respective other obligations as and when due, and can comply
                  with the financial covenants set forth herein, (ii) a
                  certificate from an Authorized Officer demonstrating to the
                  satisfaction of the Administrative Agent that as of October 1,
                  1999, but giving pro forma effect to the Spin-off, the Company
                  would have been in compliance with the financial covenants in
                  Section 7.4 at the level prescribed for the fiscal -----------
                  quarter ending December 31, 1999 and (iii) such information as
                  the Administrative Agent may reasonably request to confirm the
                  tax, legal and business assumptions made in such pro forma
                  financial statements.


                                      -70-
<PAGE>   77

         (L)      The Administrative Agent shall have received a satisfactory
                  business plan for the Company for the five fiscal years
                  following the Closing Date, including a projected consolidated
                  balance sheet, consolidated statements of income, retained
                  earnings and cash flow with assumptions used in preparing the
                  statements.

         (M)      All governmental, shareholder and third party consents and
                  approvals necessary in connection with this Agreement, the
                  Spin-off and the other transactions contemplated hereby shall
                  have been obtained; all such consents and approvals shall be
                  in full force and effect; and all applicable waiting periods
                  shall have expired without any action being taken by any
                  Governmental Authority that could restrain, prevent or impose
                  any material adverse conditions on the Spin-off or such other
                  transactions or that could seek or threaten any of the
                  foregoing, and no law or regulation shall be applicable which
                  in the judgment of any of the Agents could have such effect.

         (N)      There shall not have occurred a material adverse change since
                  June 30, 1999 in the business, assets, liabilities (actual or
                  contingent), operations, condition (financial or otherwise) or
                  prospects of the Company and its Subsidiaries taken as a
                  whole.

         (O)      The Agents, Lenders and/or their Affiliates shall have
                  received all fees and expenses, including fees and expenses of
                  Winston & Strawn, required to be paid on or before the Closing
                  Date (including, without limitation, the commitment fees
                  provided for in Section 2.15(C) of this Agreement, which fees,
                  with respect to the period prior to the effectiveness of
                  Amendment No. 1 to this Agreement, shall be solely for the
                  account of the Lenders signatory to the Agreement as of
                  October 20, 1999).

         (P)      The Administrative Agent shall have received evidence
                  satisfactory to it that all outstanding Indebtedness of the
                  Company and its Subsidiaries except for Permitted Existing
                  Indebtedness has been paid in full and all Liens securing such
                  Indebtedness shall have been terminated.

         (Q)      Such other documents as the Administrative Agent or any Lender
                  or its counsel may have reasonably requested.

         5.2      Initial Advance to Each New Subsidiary Borrower. No Lender
shall be required to make an Advance hereunder or purchase participations in
Letters of Credit, Swing Line Loan or Alternate Currency Loans hereunder, no
Issuing Lender shall be required to issue a Letter of Credit hereunder, no Swing
Line Bank shall be required to make any Swing Line Loans hereunder, and no
Alternate Currency Bank shall be required to make any Alternate Currency Loans,
in each case, to a new Subsidiary Borrower added after the Closing Date unless
the Company has furnished or caused to be furnished to the Administrative Agent
with sufficient copies for the Lenders:

         (A)      The Assumption Letter executed and delivered by such
                  Subsidiary Borrower and containing the written consent of the
                  Company thereon, as contemplated by Section 2.24.


                                      -71-
<PAGE>   78

         (B)      Copies, certified by the Secretary, Assistant Secretary,
                  Director or Officer of the Subsidiary Borrower, of its Board
                  of Directors' resolutions (and resolutions of other bodies, if
                  any are deemed necessary by the Administrative Agent)
                  approving the Assumption Letter.

         (C)      An incumbency certificate, executed by the Secretary,
                  Assistant Secretary, Director or Officer of the Subsidiary
                  Borrower, which shall identify by name and title and bear the
                  signature of the officers of such Subsidiary Borrower
                  authorized to sign the Assumption Letter and the other
                  documents to be executed and delivered by such Subsidiary
                  Borrower hereunder, upon which certificate the Administrative
                  Agent and the Lenders shall be entitled to rely until informed
                  of any change in writing by the Company.

         (D)      An opinion of counsel to such Subsidiary Borrower, in form and
                  substance satisfactory to the Administrative Agent.

         (E)      Guaranty documentation and contribution agreement
                  documentation from such Subsidiary Borrower in form and
                  substance satisfactory to the Administrative Agent.

         (F)      With respect to the initial Advance or any Swing Line Loan
                  made to any Subsidiary Borrower organized under the laws of
                  England and Wales, the Administrative Agent shall have
                  received originals and/or copies, as applicable, of all
                  filings required to be made and such other evidence as the
                  Administrative Agent may require establishing to the
                  Administrative Agent's satisfaction that each Lender, Swing
                  Line Bank and Issuing Lender is entitled to receive payments
                  under the Loan Documents without deduction or withholding of
                  any English taxes or with such deductions and withholding of
                  English taxes as may be acceptable to the Administrative
                  Agent.

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

                  (A)      There exists no Default or Unmatured Default;

                  (B)      All of the representations and warranties contained
         in Article VI are true and correct in all material respects as of such
         Borrowing Date (unless such representation and warranty is made as of a
         specific date, in which case, such representation and warranty shall be
         true in all material respects as of such date);

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


                                      -72-
<PAGE>   79

         in Agreed Currencies other than Dollars and all Alternate Currency
         Loans does not and would not exceed the Maximum Eurocurrency Amount;
         and

                  (D)      the Administrative Agent has received a timely
         Borrowing Notice with respect to the applicable Loan.

         Each Borrowing/Conversion/Continuation Notice or Competitive Bid Quote
Request with respect to each such Advance and the letter of credit application
with respect to each Letter of Credit shall constitute a representation and
warranty by the Company that the conditions contained in Sections 5.3(A), (B)
and (C) have been satisfied (except, in the case of any conversion or
continuation of a Loan, Section 6.5).

         5.4      Effectiveness of Amendment and Restatement. The amendments to
the Existing Agreement embodied in this Agreement shall not be effective (in
which case the Existing Agreement shall remain in full force and effect) unless
and until the Borrowers, the Agents and the Required Lenders shall have executed
and delivered this Agreement and the Company has furnished to the Administrative
Agent each of the following, with sufficient copies for the Lenders, and the
other conditions set forth below have been satisfied:

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

         (B)      The written opinion of the Loan Parties' US counsel, addressed
                  to the Agents and the Lenders, in form and substance
                  satisfactory to the Administrative Agent.

         (C)      Executed and delivered reaffirmations of the Guaranty and the
                  Subordination Agreement, each in form and substance
                  satisfactory to the Administrative Agent.


ARTICLE VI:   REPRESENTATIONS AND WARRANTIES

         In order to induce the Agents and the Lenders to enter into this
Agreement and to make and continue the Loans and the other financial
accommodations to the Borrowers and to issue the Letters of Credit described
herein, the Company represents and warrants as follows to each Lender and the
Administrative Agent as of the date of this Agreement and on the Closing Date,
giving effect to the consummation of the transactions contemplated by the Loan
Documents and the Spin-off Materials as if each had occurred on the date of the
Existing Agreement, and thereafter on each date as required by Sections 5.2 and
5.3:

         6.1      Organization; Corporate Powers. Each of the Company and its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of its jurisdiction of


                                      -73-
<PAGE>   80

formation and has all requisite authority to conduct its business in each
jurisdiction in which its business is conducted, except where the failure to do
so would not have a Material Adverse Effect.

         6.2      Authorization and Validity. The Company has the requisite
power and authority and legal right to execute and deliver the Loan Documents
and to perform its obligations thereunder. The execution and delivery by the
Company of the Loan Documents and the performance of its obligations thereunder
have been duly authorized by proper proceedings, and the Loan Documents
constitute legal, valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, except as enforceability may
be limited by bankruptcy, insolvency or similar laws affecting the enforcement
of creditors' rights generally.

         6.3      No Conflict; Government Consent. Neither the execution and
delivery by the Company of the Loan Documents, nor the consummation of the
transactions therein contemplated, nor compliance with the provisions thereof
will violate any law, rule, regulation, order, writ, judgment, injunction,
decree or award binding on the Company or any Subsidiary or the Company's or any
Subsidiary's articles of incorporation or by-laws or other constitutive
documents and agreements or the provisions of any indenture, instrument or
agreement to which the Company or any Subsidiary is a party or is subject, or by
which it, or its property, is bound, or conflict with or constitute a default
thereunder, or result in the creation or imposition of any Lien in, of or on the
property of the Company or any of its Subsidiaries pursuant to the terms of any
such indenture, instrument or agreement. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any governmental or public body or authority, or any subdivision
thereof, is required to authorize the Company, or is required to be obtained by
the Company in connection with the execution, delivery and performance of, or
the legality, validity, binding effect or enforceability of, any of the Loan
Documents.

         6.4      Financial Statements. Each of the consolidated financial
statements of the Company and its Subsidiaries for the fiscal years ended June
30, 1996, June 27, 1997 and July 3, 1998 were prepared in accordance with
Agreement Accounting Principles except that restatements reflected in the Form
10 have not been included for the Australian write-off and the 1998
restructuring reserves; and the consolidated financial statements of the Company
and its Subsidiaries included in the Form 10 were prepared in accordance with
Agreement Accounting Principles and fairly present the consolidated financial
condition and operations of the Company and its Subsidiaries at such dates and
the consolidated results of their operations for the periods then ended.

         6.5      Material Adverse Change. Since July 2, 1999, there has
occurred no change in the business, assets, liabilities (actual or contingent),
operations, condition (financial or otherwise) or prospects, of the Company, or
the Company and its Subsidiaries taken as a whole or any other event which has
had or could reasonably be expected to have a Material Adverse Effect.

         6.6      Taxes. The Company and the Subsidiaries have filed all United
States federal tax returns and all other material tax returns which are required
to be filed and have paid all taxes due pursuant to said returns or pursuant to
any assessment received by the Company or any


                                      -74-
<PAGE>   81

Subsidiary, except such taxes, if any, as are being contested in good faith and
as to which adequate reserves have been provided. No tax liens have been filed
(other than to secure payment of contested taxes in an amount not to exceed
$5,000,000 in any one case and $10,000,000 in the aggregate) and no claims are
being asserted with respect to any such taxes. The charges, accruals and
reserves on the books of the Company and the Subsidiaries in respect of any
taxes or other governmental charges are adequate.

         6.7      Litigation and Contingent Obligations. There is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of the Company, threatened against or affecting the Company or any
of its Subsidiaries (i) challenging the Spin-off or validity or enforceability
of any material provision of the Loan Documents or (ii) which could reasonably
be expected to have a Material Adverse Effect. There is no material loss
contingency within the meaning of Agreement Accounting Principles which has not
been reflected in the consolidated financial statements of the Company set forth
in the Form 10 or prepared and delivered pursuant to Section 7.1(A) for the
fiscal period during which such material loss contingency was incurred. Neither
the Company nor any of its Subsidiaries is subject to or in default with respect
to any final judgment, writ, injunction, restraining order or order of any
nature, decree, rule or regulation of any court or Governmental Authority which
could reasonably be expected to have a Material Adverse Effect.

         6.8      Subsidiaries. Schedule 6.8 hereto contains an accurate list of
all of the Subsidiaries of the Company in existence on the date of the Existing
Agreement, setting forth their respective jurisdictions of formation and the
percentage of their respective capital stock owned directly or indirectly by the
Company or other Subsidiaries. All of the issued and outstanding Capital Stock
of such Subsidiaries have been duly authorized and issued and are fully paid and
non-assessable.

         6.9      ERISA. As at March 31, 1999 the Unfunded Liabilities of all
Single Employer Plans did not in the aggregate exceed $0. Each Plan complies in
all material respects with all applicable requirements of law and regulations.
No Reportable Event has occurred with respect to any Single Employer Plan having
any Unfunded Liability which has or may reasonably be expected to result in a
liability to the Company in excess of $10,000,000. Neither the Company nor any
other members of the Controlled Group has terminated any Single Employer Plan
without in each instance funding all vested benefit obligations thereunder. Each
member of the Controlled Group has fulfilled its minimum funding obligations
with respect to each Multiemployer Plan.

         6.10     Accuracy of Information. No information, exhibit or report
furnished by the Company or any Subsidiary to any Agent or to any Lender in
connection with the negotiation of, or compliance with, the Loan Documents,
including, without limitation, the Form 10, contained any material misstatement
of fact or omitted to state a material fact or any fact necessary to make the
statements contained therein not materially misleading.

         6.11     Regulation U. Margin Stock constitutes less than 25% of those
assets of the Company and its Subsidiaries which are subject to any limitation
on sale, pledge, or other restriction hereunder.


                                      -75-
<PAGE>   82

         6.12     Material Agreements. Neither the Company nor any of its
Subsidiaries is a party to any Contractual Obligation the performance of which
could reasonably be expected to have a Material Adverse Effect. Neither the
Company nor any of its Subsidiaries is subject to any charter or other
restriction in any constitutive agreement or document affecting its business,
properties, financial condition, prospects or results of operations which could
reasonably be expected to have a Material Adverse Effect. Neither the Company
nor any Subsidiary is in default in the performance, observance or fulfillment
of any of the obligations, covenants or conditions contained in any Contractual
Obligation to which it is a party, which default could reasonably be expected to
have a Material Adverse Effect.

         6.13     Compliance With Laws. The Company and its Subsidiaries have
complied with all Requirements of Law except to the extent that such
non-compliance could not reasonably be expected to have a Material Adverse
Effect. Neither the Company nor any Subsidiary has received any notice to the
effect that its operations are not in material compliance with any Requirements
of Law or the subject of any federal or state investigation evaluating whether
any remedial action is needed to respond to a release of any toxic or hazardous
waste or substance into the environment, which non-compliance or remedial action
could reasonably be expected to have a Material Adverse Effect.

         6.14     Ownership of Properties. On the Closing Date, the Company and
its Subsidiaries have good title, free of all Liens, to all of the properties
and assets reflected in the financial statements included in the Form 10 as
owned by it, except Liens permitted under Section 7.3(C).

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

         6.16     Environmental Matters. Each of the Company and its
Subsidiaries is in compliance with all Environmental, Health or Safety
Requirements of Laws in effect in each jurisdiction where it is presently doing
business and as to which the failure to so comply, in the aggregate for all such
failures, would not reasonably be likely to subject the Company to liability
that would have a Material Adverse Effect. Neither the Company nor any
Subsidiary is subject to any liability under the Environmental, Health or Safety
Requirements of Laws in effect in each jurisdiction where it is presently doing
business that could reasonably be expected to have a Material Adverse Effect. As
of the date hereof, neither the Company nor any Subsidiary has received any:

         (A)      notice from any Governmental Authority by which any of the
                  Company's or such Subsidiary's present or previously-owned or
                  leased property has been identified in any manner by any such
                  Governmental Authority as a hazardous substance disposal or
                  removal site, "Super Fund" clean-up site or candidate for
                  removal or closure pursuant to any Environmental, Health or
                  Safety Requirements of Law; or

         (B)      notice of any Lien arising under or in connection with any
                  Environmental, Health or Safety Requirements of Law that has
                  attached to any of the Company's or such


                                      -76-
<PAGE>   83

                  Subsidiary's owned or leased property or any revenues of the
                  Company's or such Subsidiary's owned or leased property; or

         (C)      communication, written or oral, from any Governmental
                  Authority concerning action or omission by the Company or such
                  Subsidiary in connection with its ownership or leasing of any
                  property resulting in the release of any hazardous substance
                  resulting in any violation of any Environmental, Health or
                  Safety Requirements of Law;

where the effect of which, in the aggregate for all such notices and
communications, could reasonably be expected to have a Material Adverse Effect.

         6.17     Insurance. The properties and assets and business of the
Company and its Subsidiaries are insured with financially sound and reputable
insurance companies not Subsidiaries of the Company (unless consented to by the
Administrative Agent), in such amounts, with such deductibles and covering such
risks as are customarily carried by companies engaged in similar businesses and
are similarly situated.

         6.18     Labor Matters. As of the Closing Date, no labor disputes,
strikes or walkouts affecting the operations of the Company or any of its
Subsidiaries, are pending, or, to the Company's knowledge, threatened, planned
or contemplated which could reasonably be expected to have a Material Adverse
Effect.

         6.19     Solvency. After giving effect to (i) the extensions of credit
made hereunder and under the 364-Day Agreement on the Closing Date and the
Dividend paid on the Closing Date or such other date as Loans requested
hereunder were made, (ii) the other transactions contemplated by this Agreement,
the Existing Agreement and the other Loan Documents, including the Spin-off and
(iii) the payment and accrual of all transaction costs with respect to the
foregoing, the Company and its Subsidiaries taken as a whole are Solvent.

         6.20     Year 2000 Issues. Each of the Company and its Subsidiaries has
made a reasonable assessment of the Year 2000 Issues and has a program for
remediating the Year 2000 Issues on a timely basis. Based on this assessment and
program, the Company does not reasonably anticipate any Material Adverse Effect
as a result of Year 2000 Issues.

         6.21     Default. No Default or Unmatured Default has occurred and is
continuing.

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

         (A)      Organization and Corporate Powers. Such Subsidiary Borrower
                  (i) is a company duly formed and validly existing and in good
                  standing under the laws of the state or country of its
                  organization (such jurisdiction being hereinafter referred to
                  as the "Home Country"); (ii) has the requisite power and
                  authority to own its property and assets and to carry on its
                  business substantially as now conducted except where the
                  failure to have such requisite authority would not have a
                  material adverse effect on such Subsidiary Borrower; and (iii)
                  has the requisite power and authority and legal right to
                  execute and deliver the Alternate Currency Addendum


                                      -77-
<PAGE>   84

                  to which it is a party and each other Loan Document to which
                  it is a party and the performance by it of its obligations
                  thereunder have been duly authorized by proper corporate
                  proceedings.

         (B)      Binding Effect. Each Loan Document, including, without
                  limitation, any Alternate Currency Addendum, executed by such
                  Subsidiary Borrower is the legal, valid and binding
                  obligations of such Subsidiary Borrower enforceable in
                  accordance with their respective terms, except as
                  enforceability may be limited by bankruptcy, insolvency or
                  similar laws affecting the enforcement of creditors' rights
                  generally and general equitable principles.

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

         (D)      Filing. To ensure the enforceability or admissibility in
                  evidence of this Agreement and each Loan Document to which
                  such Subsidiary Borrower is a party (including, without
                  limitation, any Alternate Currency Addendum) in its Home
                  Country, it is not necessary that this Agreement or any other
                  Loan Document to which such Subsidiary Borrower is a party or
                  any other document be filed or recorded with any court or
                  other authority in its Home Country or that any stamp or
                  similar tax be paid to or in respect of this Agreement or any
                  other Loan Document of such Subsidiary Borrower. The
                  qualification by any Lender or the Administrative Agent for
                  admission to do business under the laws of such Subsidiary
                  Borrower's Home Country does not constitute a condition to,
                  and the failure to so qualify does not affect, the exercise by
                  any Lender or the Administrative Agent of any right,
                  privilege, or remedy afforded to any Lender or the
                  Administrative Agent in connection with the Loan Documents to
                  which such Subsidiary Borrower is a party or the enforcement
                  of any such right, privilege, or remedy against such
                  Subsidiary Borrower. The performance by any Lender or the
                  Administrative Agent of any action required or permitted under
                  the Loan


                                      -78-
<PAGE>   85

                  Documents will not (i) violate any law or regulation of such
                  Subsidiary Borrower's Home Country or any political
                  subdivision thereof, (ii) result in any tax or other monetary
                  liability to such party pursuant to the laws of such
                  Subsidiary Borrower's Home Country or political subdivision or
                  taxing authority thereof (provided that, should any such
                  action result in any such tax or other monetary liability to
                  the Lender or the Administrative Agent, the Borrowers hereby
                  agree to indemnify such Lender or the Administrative Agent, as
                  the case may be, against (x) any such tax or other monetary
                  liability and (y) any increase in any tax or other monetary
                  liability which results from such action by such Lender or the
                  Administrative Agent and, to the extent the Borrowers make
                  such indemnification, the incurrence of such liability by the
                  Administrative Agent or any Lender will not constitute a
                  Default) or (iii) violate any rule or regulation of any
                  federation or organization or similar entity of which the such
                  Subsidiary Borrower's Home Country is a member.

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

         (F)      Application of Representations and Warranties. It is
                  understood and agreed by the parties hereto that the
                  representations and warranties of each Subsidiary Borrower
                  (other than any Subsidiary Borrower that shall be a Subsidiary
                  Borrower as of the original date of the Existing Agreement) in
                  this Section 6.22 shall only be applicable to such Subsidiary
                  Borrower on and after the date of its execution of an
                  Assumption Letter and, if applicable, an Alternate Currency
                  Addendum.

         6.23     Foreign Employee Benefit Matters. (a) Each Foreign Employee
Benefit Plan is in compliance in all material respects with all laws,
regulations and rules applicable thereto and the respective requirements of the
governing documents for such Plan; (b) the aggregate of the accumulated benefit
obligations under all Foreign Pension Plans does not exceed to any material
extent the current fair market value of the assets held in the trusts or similar
funding vehicles for such Plans; (c) with respect to any Foreign Employee
Benefit Plan maintained or contributed to by the Company or any Subsidiary or
any member of its Controlled Group (other than a Foreign Pension Plan),
reasonable reserves have been established in accordance with prudent business
practice or where required by ordinary accounting practices in the jurisdiction
in which such Plan is maintained; and (d) there are no material actions, suits
or claims (other than routine claims for benefits) pending or, to the knowledge
of the Company and its Subsidiaries, threatened against the Company or any
Subsidiary of it or any member of its Controlled Group with respect to any
Foreign Employee Benefit Plan.


                                      -79-
<PAGE>   86

ARTICLE VII:  COVENANTS

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

         7.1      Reporting. The Company shall:

         (A)      Financial Reporting. Send to the Agents and the Lenders:

                  (i)      Quarterly Reports. As soon as practicable and in any
         event within forty-five (45) days after the end of the first three
         quarterly periods of each of its fiscal years, for itself and the
         Subsidiaries, consolidated and consolidating unaudited balance sheets
         as at the end of each such period and consolidated and consolidating
         statement of income and consolidated and consolidating statement of
         changes in owners' equity, and a statement of cash flows for the period
         from the beginning of such fiscal year to the end of such quarter,
         presented on the same basis as described in Section 7.1(A)(ii) and on a
         comparative basis with the statements for such period in the prior
         fiscal year of the Company.

                  (ii)     Annual Reports. As soon as practicable, and in any
         event within ninety (90) days after the end of each of its fiscal
         years, (a) an audit report, certified (as to consolidated, but not
         consolidating statements) by internationally recognized independent
         certified public accountants, prepared in accordance with generally
         accepted accounting principles, on a consolidated and consolidating
         basis for itself and the Subsidiaries, including balance sheets as of
         the end of such period, related statement of income and consolidated
         and consolidating statement of changes in owners' equity, and a
         statement of cash flows, which audit report shall be unqualified and
         shall state that such financial statements fairly present the
         consolidated financial position of the Company and its Subsidiaries as
         at the dates indicated and the results of operations and cash flows for
         the periods indicated in conformity with generally accepted accounting
         principles and that the examination by such accountants in connection
         with such consolidated and consolidating financial statements has been
         made in accordance with generally accepted auditing standards and (b)
         projected balance sheets, statements of income and cash flows for the
         three succeeding fiscal years, prepared in accordance with generally
         accepted accounting principles, on a consolidated basis, together with
         the appropriate supporting details and a statement of underlying
         assumptions, all in form similar to those delivered to the Lead
         Arrangers prior to the Closing Date.

                  (iii)    Officer's Certificate. Together with each delivery of
         any financial statement (a) pursuant to clauses (i) and (ii) of this
         Section 7.1(A), an Officer's Certificate of the Company, substantially
         in the form of Exhibit E attached hereto and made a part hereof,

                                      -80-

<PAGE>   87

         signed by the Company's chief financial officer, chief accounting
         officer or treasurer, setting forth calculations for the period then
         ended for Section 2.5(B), if applicable, which demonstrate compliance,
         when applicable, with the provisions of Sections 7.3(A) through (G) and
         Section 7.4, and which calculate the Leverage Ratio for purposes of
         determining the then Applicable Floating Rate Margin, Applicable
         Eurocurrency Margin and Applicable Commitment Fee Percentage.

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

         (C)      Lawsuits. (i) Promptly upon the Company obtaining actual
                  knowledge of the institution of, or written threat of, any
                  action, suit, proceeding, governmental investigation or
                  arbitration, by or before any Governmental Authority, against
                  or affecting the Company or any of its Subsidiaries or any
                  property of the Company or any of its Subsidiaries not
                  previously disclosed pursuant to Section 6.7, which action,
                  suit, proceeding, governmental investigation or arbitration
                  exposes, or in the case of multiple actions, suits,
                  proceedings, governmental investigations or arbitrations
                  arising out of the same general allegations or circumstances
                  which expose, in the Company's reasonable judgment, the
                  Company or any of its Subsidiaries to liability in an amount
                  aggregating $10,000,000 or more (exclusive of claims covered
                  by insurance policies of the Company or any of its
                  Subsidiaries unless the insurers of such claims have
                  disclaimed coverage or reserved the right to disclaim coverage
                  on such claims and exclusive of claims covered by the
                  indemnity of a financially responsible indemnitor in favor of
                  the Company or any of its Subsidiaries unless the indemnitor
                  has disclaimed or reserved the right to disclaim coverage
                  thereof), give written notice thereof to the Administrative
                  Agent and the Lenders and provide such other information as
                  may be reasonably available to enable each Lender and the
                  Administrative Agent and its counsel to evaluate such matters;
                  and (ii) in addition to the requirements set forth in clause
                  (i) of this Section 7.1(C), upon request of the Administrative
                  Agent or the Required Lenders, promptly give written notice of
                  the status of any action, suit, proceeding, governmental
                  investigation or arbitration covered by a report delivered
                  pursuant to clause (i) above and provide such other
                  information as may be reasonably available to it that would
                  not jeopardize any attorney-client


                                      -81-
<PAGE>   88

                  privilege by disclosure to the Lenders to enable each Lender
                  and the Administrative Agent and its counsel to evaluate such
                  matters.

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

                  (i)      within ten (10) Business Days after the Company, or
         within twenty-five (25) Business Days after any member of the
         Controlled Group, obtains knowledge that a Termination Event has
         occurred which could reasonably be expected to subject the Company to
         liability in excess of $25,000,000, a written statement of the chief
         financial officer, treasurer or designee of the Company describing such
         Termination Event and the action, if any, which the member of the
         Controlled Group has taken, is taking or proposes to take with respect
         thereto, and when known, any action taken or threatened by the IRS, DOL
         or PBGC with respect thereto;

                  (ii)     within ten (10) Business Days after the Company, or
         within twenty-five (25) Business Days after any of its Subsidiaries,
         obtains knowledge that a material non-exempt prohibited transaction
         (defined in Sections 406 of ERISA and Section 4975 of the Code) has
         occurred, a statement of the chief financial officer, treasurer or
         designee of the Company describing such transaction and the action
         which the Company or such Subsidiary has taken, is taking or proposes
         to take with respect thereto;

                  (iii)    within ten (10) Business Days after the Company, or
         within twenty-five (25) Business Days after any of its Subsidiaries,
         receives notice of any unfavorable determination letter from the IRS
         regarding the qualification of a Plan under Section 401(a) of the Code,
         copies of each such letter;

                  (iv)     within ten (10) Business Days with respect to the
         Company, and within twenty-five (25) Business Days with respect to a
         member of the Controlled Group, after the filing thereof with the IRS,
         a copy of each funding waiver request filed with respect to any Benefit
         Plan and all communications received by the Company or a member of the
         Controlled Group with respect to such request;

                  (v)      within ten (10) Business Days after receipt by the
         Company, or within twenty-five (25) Business Days after receipt by any
         member of the Controlled Group, of the PBGC's intention to terminate a
         Benefit Plan or to have a trustee appointed to administer a Benefit
         Plan, copies of each such notice;

                  (vi)     within ten (10) Business Days after the Company, or
         within twenty-five (25) days after any member of the Controlled Group,
         fails to make a required installment or any other required payment
         under Section 412 of the Code on or before the due date for such
         installment or payment, a notification of such failure;

                  (vii)    within ten (10) Business Days after the establishment
         of any Foreign Employee Benefit Plan or the commencement of, or
         obligation to commence, contributions to any Foreign Employee Benefit
         Plan to which the Company or any Subsidiary was not previously
         contributing, where the aggregate annual contributions to


                                      -82-
<PAGE>   89

         such Plan(s) resulting therefrom are or could reasonably be expected to
         be in excess of $10,000,000, notification of such establishment,
         commencement or obligation to commence and the amount of such
         contributions; and

For purposes of this Section 7.1(D), the Company, any of its Subsidiaries and
any member of the Controlled Group shall be deemed to know all facts known by
the administrator of any Plan which is a Single Employer Plan and which is
sponsored by such Company, Subsidiary or member of the Controlled Group,
respectively, and shall be deemed to know all facts known by the administrator
of any other Plan which is a Single Employer Plan 15 days after knowledge by
such administrator.

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

         (F)      Other Indebtedness. Deliver to the Administrative Agent (i) a
                  copy of each regular report, notice or communication regarding
                  potential or actual defaults (including any accompanying
                  officer's certificate) delivered by or on behalf of the
                  Company to the holders of funded Indebtedness with an
                  aggregate outstanding principal amount in excess of
                  $10,000,000 pursuant to the terms of the agreements governing
                  such Indebtedness, such delivery to be made at the same time
                  and by the same means as such notice of default is delivered
                  to such holders, and (ii) a copy of each notice or other
                  communication received by the Company from the holders of
                  funded Indebtedness with an aggregate outstanding principal
                  amount in excess of $10,000,000 regarding potential or actual
                  defaults pursuant to the terms of such Indebtedness, such
                  delivery to be made promptly after such notice or other
                  communication is received by the Company.

         (G)      Other Reports. Deliver or cause to be delivered to the
                  Administrative Agent and the Lenders copies of (i) all
                  financial statements, reports and non-routine notices, if any,
                  sent or made available generally by the Company to its
                  securities holders or filed with the Commission by the
                  Company, and (ii) all notifications received from the
                  Commission by the Company or its Subsidiaries pursuant to the
                  Securities Exchange Act of 1934 and the rules promulgated
                  thereunder other than routine reminders or notices that do not
                  relate to specific violations of rules promulgated by the
                  Commission. The Company shall include the Administrative Agent
                  and the Lenders on its standard distribution lists for all
                  press releases made available generally by the Company or any
                  of the Company's Subsidiaries to the public concerning
                  material developments in the business of the Company or any
                  such Subsidiary.

         (H)      Environmental Notices. As soon as possible and in any event
                  within fifteen (15) days after receipt by the Company, deliver
                  to the Administrative Agent and the Lenders a copy of (i) any
                  notice or claim to the effect that the Company or any of


                                      -83-
<PAGE>   90

                  its Subsidiaries is or may be liable to any Person as a result
                  of the Release by the Company, any of its Subsidiaries, or any
                  other Person of any Contaminant into the environment, and (ii)
                  any notice alleging any violation of any Environmental, Health
                  or Safety Requirements of Law by the Company or any of its
                  Subsidiaries if, in either case, such notice or claim relates
                  to an event which could reasonably be expected to subject the
                  Company and each of its Subsidiaries to liability individually
                  or in the aggregate in excess of $10,000,000.

         (I)      Other Information. Promptly upon receiving a request therefor
                  from the Administrative Agent, prepare and deliver to the
                  Administrative Agent and the Lenders such other information
                  with respect to the Company or any of its Subsidiaries, as
                  from time to time may be reasonably requested by the
                  Administrative Agent.

         7.2      Affirmative Covenants.

         (A)      Corporate Existence, Etc. The Company shall, and shall cause
                  each of its Subsidiaries to, at all times maintain its
                  corporate existence and preserve and keep, or cause to be
                  preserved and kept, in full force and effect its rights and
                  franchises material to its businesses except where, in the
                  case of Subsidiaries, failure to do so could not reasonably be
                  expected to have a Material Adverse Effect.

         (B)      Corporate Powers. The Company shall, and shall cause each of
                  its Subsidiaries to, qualify and remain qualified to do
                  business in each jurisdiction in which the nature of its
                  business requires it to be so qualified and where the failure
                  to be so qualified will have or could reasonably be expected
                  to have a Material Adverse Effect.

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

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


                                      -84-
<PAGE>   91

                  conducted and if such reserve or other appropriate provision,
                  if any, as shall be required in conformity with Agreement
                  Accounting Principles shall have been made therefor.

         (E)      Insurance. The Company will maintain, and will cause to be
                  maintained on behalf of each of its Subsidiaries, insurance
                  coverage by financially sound and reputable insurance
                  companies or associations, against such casualties and
                  contingencies, of such types and in such amounts as are
                  customary for companies engaged in similar businesses and
                  owning and operating similar properties, it being understood
                  that the Company and its Subsidiaries may self-insure against
                  hazards and risks with respect to which, and in such amounts,
                  as the Company in good faith determines prudent and consistent
                  with sound financial practice, and as are customary for
                  companies engaged in similar businesses and owning and
                  operating similar properties. The Company shall furnish to any
                  Lender upon request full information as to the insurance
                  carried.

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

         (G)      ERISA Compliance. The Company shall, and shall cause each of
                  the Company's Subsidiaries to, establish, maintain and operate
                  all Plans to comply in all material respects with the
                  provisions of ERISA, the Code, all other applicable laws, and
                  the regulations and interpretations thereunder and the
                  respective requirements of the governing documents for such
                  Plans, except for failures to comply which, in the aggregate,
                  would not be reasonably likely to subject the Company or any
                  of its Subsidiaries to liability, individually or in the
                  aggregate, in excess of $10,000,000.

         (H)      Maintenance of Property. The Company shall cause all property
                  used or useful in the conduct of its business or the business
                  of any Subsidiary to be maintained and kept in good condition,
                  repair and working order and supplied with all necessary
                  equipment and shall cause to be made all necessary repairs,
                  renewals, replacements, betterments and improvements thereof,
                  all as in the judgment of the


                                      -85-
<PAGE>   92

                  Company may be necessary so that the business carried on in
                  connection therewith may be properly and advantageously
                  conducted at all times and except to the extent that the
                  failure to so maintain such property could not be reasonably
                  expected to have a Material Adverse Effect.

         (I)      Environmental Compliance. The Company shall, and shall cause
                  each of the Company's Subsidiaries to comply with, all
                  Environmental, Health or Safety Requirements of Law, except
                  where noncompliance could not reasonably be expected to have a
                  Material Adverse Effect.

         (J)      Use of Proceeds. The Borrowers shall use the proceeds of the
                  Advances to fund the Dividend in whole or in part and to
                  provide funds for the additional working capital needs and
                  other general corporate purposes of the Company and its
                  Subsidiaries, including, without limitation, the financing of
                  Permitted Acquisitions. The Company will not, nor will it
                  permit any Subsidiary to, use any of the proceeds of the
                  Advances to make any Acquisition other than a Permitted
                  Acquisition made pursuant to Section 7.3(G).

         (K)      Subsidiary Guarantees; Subsidiary Subordination Agreement. The
                  Company will:

         (a)      cause each Subsidiary Borrower that is a Domestic Subsidiary
                  and each Domestic Subsidiary which is a Wholly-Owned
                  Subsidiary and has assets with a book value in excess of
                  $10,000,000 to execute the Guaranty (and from and after the
                  Closing Date cause each other Subsidiary Borrower that is a
                  Domestic Subsidiary and each other Domestic Subsidiary which
                  is a Wholly-Owned Subsidiary and has such assets to execute
                  and deliver to the Administrative Agent, within ten (10) days
                  after becoming a Subsidiary Borrower or another Domestic
                  Subsidiary which is a Wholly-Owned Subsidiary and has such
                  assets, as applicable, an assumption or joinder agreement
                  pursuant to which it agrees to be bound by the terms and
                  provisions of the Guaranty (whereupon such Subsidiary shall
                  become a "Guarantor" under this Agreement));

         (b)      in the event that at any time the book value of the assets of
                  all Domestic Subsidiaries which are not Wholly-Owned
                  Subsidiaries and are not Guarantors exceeds $100,000,000,
                  within ten (10) days thereafter cause one or more of such
                  Subsidiaries to execute and deliver to the Administrative
                  Agent an assumption or joinder agreement pursuant to which it
                  or they agree to be bound by the terms and provisions of the
                  Guaranty (whereupon each such Subsidiary shall become a
                  "Guarantor" under this Agreement) such that, after giving
                  effect thereto, the book value of the assets of all Domestic
                  Subsidiaries which are not Wholly-Owned Subsidiaries and are
                  not Guarantors does not exceed $100,000,000;

         (c)      cause each Subsidiary, before it makes a loan to any of the
                  Borrowers, to execute the Subordination Agreement (and from
                  and after the Closing Date cause each other Subsidiary to
                  execute and deliver to the Administrative Agent, within ten
                  (10) days after becoming a Subsidiary, as applicable, an
                  assumption or joinder agreement pursuant to which it agrees to
                  be bound by the terms and provisions of the Subordination
                  Agreement);


                                      -86-
<PAGE>   93

         (d)      deliver and cause such Subsidiaries to deliver corporate
                  resolutions, opinions of counsel, and such other corporate
                  documentation as the Administrative Agent may reasonably
                  request, all in form and substance reasonably satisfactory to
                  the Administrative Agent; and

         (e)      cause each Subsidiary which is a Subsidiary Borrower to be a
                  Wholly-Owned Subsidiary for so long as it remains a Subsidiary
                  Borrower; provided, however, that Sections 7.2(K)(a) and
                  7.2(K)(b) shall not apply to any Domestic Subsidiary that is
                  organized by the Company to serve as a so-called "bankruptcy
                  remote subsidiary" in connection with a securitization of
                  Receivables, to the extent such securitization is permitted
                  under Sections 7.3(A) and 7.3(D)(vii).

         (L)      Year 2000 Issues. The Company shall, and shall cause each of
                  its Subsidiaries to, take all actions reasonably necessary to
                  address the Year 2000 Issues so that any such Year 2000 Issues
                  will not have a Material Adverse Effect. The Company shall
                  provide the Administrative Agent and each of the Lenders
                  information regarding the Company's and its Subsidiaries'
                  program to address Year 2000 Issues. The Company shall advise
                  the Administrative Agent, if after the date hereof, it
                  determines that Year 2000 Issues could reasonably be expected
                  to have a Material Adverse Effect.

         (M)      Foreign Employee Benefit Compliance. The Company shall, and
                  shall cause each of its Subsidiaries and each member of its
                  Controlled Group to, establish, maintain and operate all
                  Foreign Employee Benefit Plans to comply in all material
                  respects with all laws, regulations and rules applicable
                  thereto and the respective requirements of the governing
                  documents for such Plans, except for failures to comply which,
                  in the aggregate, would not be reasonably likely to subject
                  the Company or any of its Subsidiaries to liability,
                  individually or in the aggregate, in excess of $10,000,000.

         (N)      Pledge Agreements. Within 60 days after the date of the
                  Existing Agreement, the Company and/or its Subsidiaries shall
                  (a) grant, or cause to be granted, to the Collateral Agent, to
                  equally and ratably secure the Obligations, the "Obligations"
                  under the 364-Day Credit Agreement and all obligations of the
                  Company or its Subsidiaries under Hedging Agreements entered
                  into in connection with this Agreement or the 364-Day Credit
                  Agreement, a pledge of 65% (or such lesser percentage as is
                  owned by the Company or applicable Subsidiary which is not a
                  Foreign Subsidiary) of the shares of the capital stock of each
                  Subsidiary listed on Schedule 7.2, in each case pursuant to a
                  Pledge Agreement and (b) deliver to the Collateral Agent such
                  Pledge Agreements, stock certificates and stock powers
                  relating to such shares and such opinions of counsel and other
                  documentation as the Collateral Agent may reasonably request.
                  Notwithstanding the foregoing, the Collateral Agent may, in
                  its discretion, extend the time period for delivery of the
                  Pledge Agreements, stock certificates and stock powers
                  referenced in the preceding sentence. In addition, within 30
                  days (or, as long as the Company uses its best efforts, such
                  reasonably longer time as the Company may need) after the date
                  that any other Subsidiary is or becomes a Foreign Subsidiary
                  which is a


                                      -87-
<PAGE>   94

                  Wholly-Owned Subsidiary, has assets with a book value in
                  excess of $10,000,000 and is owned by the Company and/or one
                  or more Domestic Subsidiaries, the Company shall, or as
                  applicable shall cause its Domestic Subsidiaries to, grant or
                  cause to be granted to the Collateral Agent a pledge of such
                  Foreign Subsidiary's capital stock to the extent, in the
                  manner and accompanied by the documentation described in the
                  preceding sentence.

         7.3      Negative Covenants.

         (A)      Sale of Receivables. The Company shall not, nor shall it
                  permit any Subsidiary to, sell or otherwise dispose of any
                  Receivables, with or without recourse, except that the Company
                  and the Subsidiaries may sell, transfer or pledge any of their
                  respective Receivables; provided, in the case of United States
                  domestic Receivables that the proceeds from the sale of such
                  Receivables are used to prepay the Term Loans in accordance
                  with Section 2.5(C).

         (B)      Sales of Assets. The Company shall not, nor shall it permit
                  any Subsidiary to, consummate any Asset Sale, except:

                  (i)      Asset Sales in connection with the sale of
         Receivables permitted under Section 7.3(A);

                  (ii)     transfers of assets to any Company, between the
         Company and any Guarantor which is a Domestic Subsidiary or between any
         such Guarantors; and

                  (iii)    sales, assignments, transfers, lease conveyances or
         other dispositions of other assets if such transaction (a) is for not
         less than fair market value (as determined in good faith by the
         Company's chief financial officer), and (b) when combined with all such
         other transactions (each such transaction being valued at book value)
         and all Sale and Leaseback Transactions (each such Sale and Leaseback
         Transaction being valued at book value) during the period from the
         Closing Date to the date of such proposed transaction, represents the
         disposition of not greater than ten percent (10%) of the Company's
         Consolidated Net Assets at the end of the fiscal year immediately
         preceding that in which such transaction is proposed to be entered
         into.

         (C)      Liens. The Company shall not, nor shall it permit any
                  Subsidiary to, directly or indirectly create, incur, assume or
                  permit to exist a Lien on or with respect to the Capital Stock
                  of any Subsidiary of the Company. In addition, the Company
                  shall not, nor shall it permit any Subsidiary to, directly or
                  indirectly create, incur, assume or permit to exist any Lien
                  on or with respect to any of their respective other property
                  or assets except:

                  (i)      Permitted Existing Liens;

                  (ii)     Customary Permitted Liens;

                  (iii)    Liens with respect to property acquired by the
         Company or any of its Subsidiaries after the date hereof (and not
         created in contemplation of such acquisition)


                                      -88-
<PAGE>   95

         pursuant to a Permitted Acquisition; provided, that such Liens shall
         extend only to the property so acquired;

                  (iv)     Liens on Receivables created in connection with a
         transaction permitted under Section 7.3(A); provided, that each such
         Lien represents an interest no greater than the related purchaser's
         pro-rata interest in the pool of eligible Receivables so sold;

                  (v)      Liens securing Indebtedness of a Subsidiary to the
         Company;

                  (vi)     Additional Liens, provided the Indebtedness secured
         thereby does not exceed in the aggregate $10,000,000;

                  (vii)    Liens, if any, created by the Loan Documents or
         otherwise securing the Obligations and Liens securing Indebtedness
         under the 364-Day Credit Agreement only to the extent such Liens are
         equal and ratable with, or subordinate to, any Liens granted to the
         Administrative Agent for the benefit of the Lenders; and

                  (viii)   The replacement, extension or renewal of any Lien
         permitted above upon or in the same property theretofore subject
         thereto in connection with the replacement, extension or renewal
         (pursuant to Permitted Refinancing Indebtedness) of the obligations
         secured thereby.

         (D)      Indebtedness. The Company shall not, nor shall it permit any
                  Subsidiary to, cause or permit, directly or indirectly create,
                  incur, assume or otherwise become or remain directly or
                  indirectly liable with respect to any Indebtedness, except:

                  (i)      the Obligations;

                  (ii)     Permitted Existing Indebtedness and related Permitted
         Refinancing Indebtedness of the type described in clause (i) of the
         definition thereof;

                  (iii)    Indebtedness in an aggregate principal amount not to
         exceed $200,000,000 at any time incurred in connection with the 364-Day
         Credit Agreement and related Permitted Refinancing Indebtedness of the
         type described in clause (i) of the definition thereof;

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

                  (v)      Contingent Obligations to the extent permitted under
         Section 7.3(E);

                  (vi)     Hedging Obligations;

                  (vii)    Indebtedness incurred in connection with a
         securitization to the extent such transaction is otherwise permitted
         pursuant to Section 7.3(A);


                                      -89-
<PAGE>   96

                  (viii)   additional unsecured Indebtedness in an aggregate
         amount at any time outstanding not exceeding (a) $150,000,000, less (b)
         the aggregate Dollar Amount of securitized (i) United States domestic
         Receivables in excess of $250,000,000, and (ii) European Receivables in
         excess of $100,000,000, less (c) the amount of Permitted Existing
         Indebtedness, of which not more than $50,000,000 may be incurred by
         Subsidiaries which are not Subsidiary Borrowers or Guarantors; and

                  (ix)     additional unsecured Indebtedness, the proceeds of
         which are used to repay the Term Loans.

         (E)      Contingent Obligations. The Company shall not, nor shall it
                  permit any Subsidiary to, directly or indirectly create or
                  become or be liable with respect to any Contingent Obligation,
                  except: (i) recourse obligations resulting from endorsement of
                  negotiable instruments for collection in the ordinary course
                  of business; (ii) Permitted Existing Contingent Obligations;
                  (iii) obligations, warranties, guaranties and indemnities, not
                  relating to Indebtedness of any Person, which have been or are
                  undertaken or made in the ordinary course of business and not
                  for the benefit of or in favor of an Affiliate of the Company
                  or such Subsidiary; (iv) Contingent Obligations of the
                  Subsidiaries of the Company (a) under the Guaranty to which
                  they are a party and (b) as guarantors of the 364-Day Credit
                  Agreement, (v) obligations arising under or related to the
                  Loan Documents; (vi) Contingent Obligations in respect of
                  other Indebtedness permitted by Section 7.3(D) above, and
                  (vii) additional Contingent Obligations in an aggregate amount
                  not to exceed in the aggregate five percent (5%) of
                  Consolidated Net Worth at any one time outstanding.

         (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); provided, however, that so long as no Default or an
                  Unmatured Default shall have occurred and be continuing at the
                  date of declaration or payment thereof or would result
                  therefrom, the Company may make Restricted Payments (in
                  addition to the Dividend) in an aggregate amount of up to 25%
                  of Net Income for the prior fiscal year.

         (G)      Conduct of Business; Subsidiaries; Acquisitions. The Company
                  shall not, nor shall it permit any Subsidiary to, engage in
                  any business other than the businesses engaged in by the
                  Company on the date hereof and any business or activities
                  which are similar, related or incidental thereto or logical
                  extensions thereof. The Company shall not create, acquire or
                  capitalize any Subsidiary after the date hereof unless (i) no
                  Default or Unmatured Default which is not being cured shall
                  have occurred and be continuing or would result therefrom;
                  (ii) after such creation, acquisition or capitalization, all
                  of the representations and warranties contained herein shall
                  be true and correct in all material respects (unless such
                  representation and warranty is made as of a specific date, in
                  which case, such representation or warranty shall be true in
                  all material respects as of such date); and (iii) after such
                  creation, acquisition or capitalization the Company shall be
                  in


                                      -90-
<PAGE>   97

                  compliance with the terms of Section 7.2(K). The Company shall
                  not make any Acquisitions, other than Acquisitions meeting the
                  following requirements (each such Acquisition constituting a
                  "PERMITTED ACQUISITION"):

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

                  (ii)     the purchase is consummated pursuant to a negotiated
         acquisition agreement on a non-hostile basis and approved by the target
         company's board of directors (and shareholders, if necessary) prior to
         the consummation of the Acquisition;

                  (iii)    if the purchase price payable in respect to any such
         Acquisition (including, without limitation, cash or stock consideration
         paid and Indebtedness or other liabilities assumed) exceeds
         $25,000,000, prior to each such Acquisition, the Company shall have
         delivered to the Administrative Agent and the Lenders a certificate
         from one of the Authorized Officers, demonstrating that after giving
         effect to such Acquisition, on a pro forma basis in respect of each
         such Acquisition as if the Acquisition and such incurrence of
         Indebtedness had occurred on the first day of the twelve-month period
         ending on the last day of the Company's most recently completed fiscal
         quarter, the Company would have been in compliance with the financial
         covenants in Section 7.4 and not otherwise in Default;

                  (iv)     if the purchase price for the Acquisition exceeds,
         together with all other Permitted Acquisitions permitted under this
         Section 7.3(G) during the same fiscal year, $150,000,000 (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 (a) if the Term
         Loans have been repaid and all of the Term Loan Commitments have been
         irrevocably terminated, the Permitted Acquisition Basket shall be
         $250,000,000 and (b) if the Term Loans have been repaid and all of the
         Term Loan Commitments have been irrevocably terminated and the
         Company's senior unsecured debt is rated "BBB" or better by Standard &
         Poor's Ratings Group or "Baa" or better by Moody's Investors Services,
         Inc., the Permitted Acquisition Basket shall be $350,000,000;

                  (v)      the businesses being acquired shall be similar to
         that of the Company and its Subsidiaries as of the Closing Date,
         related or incidental thereto or logical extensions thereof; and

                  (vi)     such Acquisition shall be structured as an asset
         acquisition, as an acquisition of one hundred percent (100%) of the
         outstanding voting securities of the target company or as a merger
         permitted hereby.

         (H)      Investments. Neither the Company nor any of its Subsidiaries
                  shall purchase or acquire, or make any commitment therefor,
                  any capital stock, equity interest, or any obligations or
                  other securities of, or any interest in, any Person, or make
                  or commit to make any advance, loan, extension of credit or
                  capital contribution to


                                      -91-
<PAGE>   98

                  or any other investment in, any Person including any Affiliate
                  of the Company, except for:

                  (i)      Investments by the Company or any Subsidiary in any
         Wholly-Owned Subsidiary which is a Guarantor;

                  (ii)     Investments incurred in order to consummate Permitted
         Acquisitions otherwise permitted herein;

                  (iii)    Investments in Cash Equivalents; and

                  (iv)     other Investments in an aggregate amount not to
         exceed $20,000,000 (based on the initial amount invested).

         (I)      Transactions with Shareholders and Affiliates. Neither the
                  Company nor any of its Subsidiaries shall directly or
                  indirectly enter into or permit to exist any transaction
                  (including, without limitation, the purchase, sale, lease or
                  exchange of any property or the rendering of any service)
                  with, or make loans or advances to, any Affiliate of the
                  Company which is not its Wholly-Owned Subsidiary, on terms
                  that are less favorable to the Company or any of its
                  Subsidiaries, as applicable, than those that might be obtained
                  in an arm's length transaction at the time from Persons who
                  are not such a holder or Affiliate, except for (i) Restricted
                  Payments permitted by Section 7.3(F) and (ii) as otherwise
                  contemplated by the Spin-off Materials.

         (J)      Restriction on Fundamental Changes. Neither the Company nor
                  any of its Subsidiaries shall enter into any merger or
                  consolidation, or liquidate, wind-up or dissolve (or suffer
                  any liquidation or dissolution), or convey, lease, sell,
                  transfer or otherwise dispose of, in one transaction or series
                  of transactions, all or substantially all of the Company's
                  consolidated business or property (each such transaction a
                  "FUNDAMENTAL CHANGE"), whether now or hereafter acquired,
                  except (i) Fundamental Changes permitted under Sections
                  7.3(B), 7.3(D) or 7.3(G), (ii) a Subsidiary of the Company may
                  be merged into or consolidated with the Company or any
                  Wholly-Owned Subsidiary of the Company (in which case the
                  Company or such Wholly-Owned Subsidiary shall be the surviving
                  corporation); provided that if the predecessor Subsidiary was
                  a Guarantor, the surviving Subsidiary, if applicable, shall be
                  a Guarantor hereunder, (iii) any liquidation of any Subsidiary
                  of the Company into the Company or another Subsidiary of the
                  Company, as applicable, and (iv) the Company may merge with
                  any other Person, or any Subsidiary of the Company may
                  consolidate or merge with any other Person, provided, that (A)
                  no Default or Unmatured Default shall exist immediately after
                  giving effect to such Fundamental Change, (B) in the case of
                  any merger of the Company, the Company is the surviving
                  corporation in such merger and such merger is with a Person in
                  a line of business substantially similar to that of the
                  Company and its Subsidiaries as of the Closing Date or any
                  business or activities which are similar, related or
                  incidental thereto or logical extensions thereof, and (C) in
                  the case of any merger or consolidation of any Subsidiary of
                  the Company, the surviving corporation in such Fundamental
                  Change is or


                                      -92-
<PAGE>   99

                  becomes as a result thereof a Wholly-Owned Subsidiary of the
                  Company and if the predecessor Subsidiary was a Guarantor, the
                  surviving Subsidiary shall be a Guarantor hereunder, and (D)
                  such transaction is with a Person in a line of business
                  substantially similar to that of the Company and its
                  Subsidiaries as of the Closing Date.

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

         (L)      ERISA. (a) The Company shall not:

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

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

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

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

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

                  (vi)     permit any material unfunded liabilities with respect
         to any Foreign Pension Plan except to the extent that any such unfunded
         liabilities are being funded by annual contributions made by the
         Borrower or any member of its Controlled Group and such annual
         contributions are not less than the minimum amounts, if any, required
         under applicable local law;

                  (vii)    fail, or permit any of its Subsidiaries or Controlled
         Group members to fail, to pay any required contributions or payments to
         a Foreign Pension Plan on or before the due date for such required
         installment or payment;

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


                                      -93-
<PAGE>   100

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

         (b)      For purposes of this Section 7.3(L), "material" means any
noncompliance or basis for liability which could reasonably be likely to subject
the Company or any of its Subsidiaries to liability, individually or in the
aggregate, in excess of $25,000,000.

         (M)      Certain Documents. Neither the Company nor any of its
                  Subsidiaries shall amend, modify or otherwise change any of
                  the terms or provisions of the Distribution Agreement, the Tax
                  Disaffiliation Agreement (as such terms are referenced in the
                  definition of "Spin-off Materials") or of any of their
                  respective constituent documents as in effect on the date
                  hereof in any manner materially adverse to the interests of
                  the Lenders.

         (N)      Fiscal Year. Neither the Company nor any of its consolidated
                  Subsidiaries shall change its fiscal year for accounting or
                  tax purposes from a period consisting of the twelve-month
                  period ending on the Friday nearest to the last day of June of
                  each year, except as required by Agreement Accounting
                  Principles or by law and disclosed to the Lenders and the
                  Administrative Agent.

         (O)      Subsidiary Covenants. The Company will not, and will not
                  permit any Subsidiary to, create or otherwise permit to exist
                  or cause to become effective any consensual encumbrance or
                  restriction of any kind on the ability of any Subsidiary to
                  pay dividends or make any other distribution on its stock, or
                  make any other Restricted Payment, pay any Indebtedness or
                  other Obligation owed to the Company or any other Subsidiary,
                  make loans or advances or other Investments in the Company or
                  any other Subsidiary, or sell, transfer or otherwise convey
                  any of its property to the Company or any other Subsidiary.

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

         (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 (i) for fiscal years ending
                  prior to the third anniversary of the Closing Date,
                  $150,000,000, and (ii) thereafter, $175,000,000, in each case
                  excluding any amount attributable to a Permitted Acquisition.


                                      -94-
<PAGE>   101

         (R)      Restrictive Agreements. The Company shall not, nor shall it
                  permit any of its Subsidiaries to, enter into any indenture,
                  agreement, instrument or other arrangement which directly or
                  indirectly prohibits or restrains, or has the effect of
                  prohibiting or restraining, or imposes materially adverse
                  conditions upon, the ability of the Company or any Subsidiary
                  to create Liens upon their assets securing the Obligations or
                  of any Subsidiary to (a) pay dividends or make other
                  distributions (i) on its Capital Stock or (ii) with respect to
                  any other interest or participation in, or measured by, its
                  profits, (b) make loans or advances to the Company or any
                  Subsidiary, (c) repay loans or advances from the Company or
                  any Subsidiary or (d) transfer any of its properties to the
                  Company or any Subsidiary.

         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            2.75
                  July 1, 2000 through June 29, 2001                 2.75
                  June 30, 2001 through June 28, 2002                3.00
                  June 29, 2002 through June 27, 2003                3.25
                  June 28, 2003 through July 2, 2004                 3.50
                  July 3, 2004 and thereafter                        3.75
</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 June 30, 2000            3.25
                  July 1, 2000 through June 29, 2001                 3.00
                  June 30, 2001 through June 28, 2002                2.75
                  June 29, 2002 through June 27, 2003                2.50
                  June 28, 2003 through July 2, 2004                 2.25
                  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) 85% of Consolidated Net Worth on the date immediately
                  following the Closing Date 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


                                      -95-
<PAGE>   102
         and (ii) each subsequent quarterly accounting period, in each case,
         excluding changes in cumulative foreign exchange translation
         adjustment.

ARTICLE VIII: DEFAULTS

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

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

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

                  (i)      Sections 7.1(B), 7.2(J), 7.2(K), 7.3 or 7.4 or

                  (ii)     any section of this Agreement or any other Loan
         Document not covered by Section 8.1(A) or 8.1(B)(i) and such failure
         shall continue unremedied for thirty (30) days after the occurrence
         thereof.

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

         (D)      Default as to Other Indebtedness.

                  (i)      The Company or any of its Subsidiaries shall fail to
         pay when due any Indebtedness in excess of $10,000,000 or any
         Indebtedness arising under the 364-Day Credit Agreement (any such
         Indebtedness being "MATERIAL INDEBTEDNESS"); or the Company or any of
         its Subsidiaries shall fail to perform (beyond the applicable grace
         period with respect thereto, if any) any term, provision or condition
         contained in any agreement under which any such Material Indebtedness
         was created or is governed, or any other event shall occur or condition
         exist, the effect of which default or event is to cause, or to permit
         the holder or holders of such Material Indebtedness to cause, such
         Material Indebtedness to become due prior to its stated maturity; or
         any Material Indebtedness of the Borrower or any of its Subsidiaries
         shall be declared to be due and payable or required to be prepaid or
         repurchased (other than by a regularly scheduled payment) prior to the
         stated maturity thereof.

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


                                      -96-
<PAGE>   103

                  (i)      An involuntary case shall be commenced against the
         Company or any of the Company's Subsidiaries and the petition shall not
         be dismissed, stayed, bonded or discharged within forty-five (45) days
         after commencement of the case; or a court having jurisdiction in the
         premises shall enter a decree or order for relief in respect of the
         Company or any of the Company's Subsidiaries in an involuntary case,
         under any applicable bankruptcy, insolvency or other similar law now or
         hereinafter in effect; or any other similar relief shall be granted
         under any applicable federal, state, local or foreign law.

                  (ii)     A decree or order of a court having jurisdiction in
         the premises for the appointment of a receiver, liquidator,
         sequestrator, trustee, custodian or other officer having similar powers
         over the Company or any of the Company's Subsidiaries or over all or a
         substantial part of the property of the Company or any of the Company's
         Subsidiaries shall be entered; or an interim receiver, trustee or other
         custodian of the Company or any of the Company's Subsidiaries or of all
         or a substantial part of the property of the Company or any of the
         Company's Subsidiaries shall be appointed or a warrant of attachment,
         execution or similar process against any substantial part of the
         property of the Company or any of the Company's Subsidiaries shall be
         issued and any such event shall not be stayed, dismissed, bonded or
         discharged within forty-five (45) days after entry, appointment or
         issuance.

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

         (G)      Judgments and Attachments. Any money judgment(s) (other than a
                  money judgment covered by insurance as to which the applicable
                  insurance company has not disclaimed or reserved the right to
                  disclaim coverage), writ or warrant of attachment, or similar
                  process against the Company or any Material Subsidiary or any
                  of their respective assets involving in any single case or in
                  the aggregate an amount in excess of $10,000,000 is or are
                  entered and shall remain undischarged, unvacated, unbonded or
                  unstayed for a period of thirty (30) days or in any event
                  later than fifteen (15) days prior to the date of any proposed
                  sale thereunder.

         (H)      Dissolution. Any order, judgment or decree shall be entered
                  against the Company or any Material Subsidiary decreeing its
                  involuntary dissolution or split up and such order shall
                  remain undischarged and unstayed for a period in excess of
                  forty-five (45) days; or the Company or any Material
                  Subsidiary shall otherwise dissolve or cease to exist except
                  as specifically permitted by this Agreement.

         (I)      Termination Event. Any Termination Event occurs which the
                  Required Lenders believe is reasonably likely to subject the
                  Company to liability in excess of


                                      -97-
<PAGE>   104

                  $25,000,000. The Unfunded Liabilities of all Single Employer
                  Plans shall exceed in the aggregate $50,000,000.

         (J)      Waiver of Minimum Funding Standard. If the plan administrator
                  of any Plan applies under Section 412(d) of the Code for a
                  waiver of the minimum funding standards of Section 412(a) of
                  the Code and any Lender believes the substantial business
                  hardship upon which the application for the waiver is based
                  could reasonably be expected to subject either the Company or
                  any Controlled Group member to liability in excess of
                  $25,000,000.

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

         (L)      Guarantor Revocation. Any Guaranty shall fail to remain in
                  full force or effect or any action shall be taken to
                  discontinue or to assert the invalidity or unenforceability of
                  any Guaranty, or any Guarantor shall fail to comply with any
                  of the terms or provisions of any Guaranty to which it is a
                  party, or any Guarantor shall deny that it has any further
                  liability under any Guaranty to which it is a party, or shall
                  give notice to such effect; in each case other than a
                  Guarantor's ceasing to be a Subsidiary Borrower pursuant to
                  Section 2.24 hereof or the disposition of such Guarantor in
                  any transaction permitted by Section 7.3(B) hereof.

         (M)      Spin-off. The Spin-off shall not be consummated within three
                  (3) Business Days after the making of the initial Loans.

         (N)      Pledge Agreement. Any Pledge Agreement shall fail to remain in
full force or effect or any action shall be taken to discontinue or to assert
the invalidity or unenforceability of any Pledge Agreement, or any pledgor under
any Pledge Agreement shall fail to comply with any of the terms or provisions of
such Pledge Agreement or shall deny, or give notice to such effect, that it has
any further liability under such Pledge Agreement.

         A Default shall be deemed "continuing" until cured or until waived in
writing in accordance with Section 9.2.

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

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


                                      -98-
<PAGE>   105

immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which the Borrowers expressly waive.

         9.2      Amendments. Subject to the provisions of this Article IX, the
Required Lenders (or the Administrative Agent with the consent in writing of the
Required Lenders) and the Borrowers may enter into agreements supplemental
hereto for the purpose of adding or modifying any provisions to the Loan
Documents or changing in any manner the rights of the Lenders or the Borrowers
hereunder or waiving any Default hereunder; provided, however, that no such
supplemental agreement shall, without the consent of each Lender affected
thereby:

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

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

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

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

                  (v)      Permit the Company or any Subsidiary Borrower to
         assign its rights under this Agreement or any Guaranty.

                  (vi)     Release the Company or any Guarantor from any of its
         obligations under the Guaranty set forth in Article X hereof or any
         other Guaranty.

                  (vii)    Amend this Section 9.2.

                  (viii)   Release all or any substantial portion of the
         collateral pledged pursuant to the Pledge Agreements.

                  (ix)     Release any Subsidiary from any of its obligations
         under Section 3 of the Subordination Agreement.

         No amendment of any provision of this Agreement relating to (a) the
Administrative Agent shall be effective without the written consent of the
Administrative Agent, (b) any Issuing Bank shall be effective without the
written consent of such Issuing Bank and (c) any Swing Line


                                      -99-
<PAGE>   106

Loan or Swing Line Bank shall be effective without the written consent of the
applicable Swing Line Bank. The Administrative Agent may waive payment of the
fee required under Section 14.3(B) without obtaining the consent of any of the
Lenders.

         9.3      Preservation of Rights. No delay or omission of the Lenders or
the Administrative Agent to exercise any right under the Loan Documents shall
impair such right or be construed to be a waiver of any Default or an
acquiescence therein, and the making of a Loan or the issuance of a Letter of
Credit notwithstanding the existence of a Default or the inability of the
Company or any other Borrower to satisfy the conditions precedent to such Loan
or issuance of such Letter of Credit shall not constitute any waiver or
acquiescence. Any single or partial exercise of any such right shall not
preclude other or further exercise thereof or the exercise of any other right,
and no waiver, amendment or other variation of the terms, conditions or
provisions of the Loan Documents whatsoever shall be valid unless in writing
signed by the requisite number of Lenders required pursuant to Section 9.2, and
then only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all
shall be available to the Administrative Agent and the Lenders until the
Obligations have been paid in full.

ARTICLE X: GUARANTY

         10.1     Guaranty. For valuable consideration, the receipt of which is
hereby acknowledged, and to induce the Lenders to make advances to each
Subsidiary Borrower and to make, issue and participate in Letters of Credit,
Swing Line Loans and Alternate Currency Loans, the Company hereby absolutely and
unconditionally guarantees prompt payment when due, whether at stated maturity,
upon acceleration or otherwise, and at all times thereafter, of any and all
existing and future obligations including without limitation the Obligations, of
each Subsidiary Borrower to the Agents, the Lenders, the Swing Line Banks, the
Issuing Lenders, the Alternate Currency Banks, or any of them, under or with
respect to the Loan Documents or under or with respect to any Hedging Agreement
entered into in connection with this Agreement, whether for principal, interest,
fees, expenses or otherwise (collectively, the "GUARANTEED OBLIGATIONS", and
each such Subsidiary Borrower being an "OBLIGOR" and collectively, the
"OBLIGORS").

         10.2     Waivers. The Company waives notice of the acceptance of this
guaranty and of the extension or continuation of the Guaranteed Obligations or
any part thereof. The Company further waives presentment, protest, notice of
notices delivered or demand made on any Obligor or action or delinquency in
respect of the Guaranteed Obligations or any part thereof, including any right
to require the Administrative Agent and the Lenders to sue any Obligor, any
other guarantor or any other Person obligated with respect to the Guaranteed
Obligations or any part thereof, or otherwise to enforce payment thereof against
any collateral securing the Guaranteed Obligations or any part thereof, and
provided further that if at any time any payment of any portion of the
Guaranteed Obligations is rescinded or must otherwise be restored or returned
upon the insolvency, bankruptcy or reorganization of any of the Obligors or
otherwise, the Company's obligations hereunder with respect to such payment
shall be reinstated at such time as though such payment had not been made and
whether or not the Administrative Agent or the Lenders are in possession of this
guaranty. The Administrative Agent and the Lenders shall have


                                     -100-
<PAGE>   107

no obligation to disclose or discuss with the Company their assessments of the
financial condition of the Obligors.

         10.3     Guaranty Absolute. This guaranty is a guaranty of payment and
not of collection, is a primary obligation of the Company and not one of surety,
and the validity and enforceability of this guaranty shall be absolute and
unconditional irrespective of, and shall not be impaired or affected by any of
the following: (a) any extension, modification or renewal of, or indulgence with
respect to, or substitutions for, the Guaranteed Obligations or any part thereof
or any agreement relating thereto at any time; (b) any failure or omission to
enforce any right, power or remedy with respect to the Guaranteed Obligations or
any part thereof or any agreement relating thereto, or any collateral; (c) any
waiver of any right, power or remedy with respect to the Guaranteed Obligations
or any part thereof or any agreement relating thereto or with respect to any
collateral; (d) any release, surrender, compromise, settlement, waiver,
subordination or modification, with or without consideration, of any collateral,
any other guaranties with respect to the Guaranteed Obligations or any part
thereof, or any other obligation of any Person with respect to the Guaranteed
Obligations or any part thereof; (e) the enforceability or validity of the
Guaranteed Obligations or any part thereof or the genuineness, enforceability or
validity of any agreement relating thereto or with respect to any collateral;
(f) the application of payments received from any source to the payment of
obligations other than the Guaranteed Obligations, any part thereof or amounts
which are not covered by this guaranty even though the Administrative Agent and
the Lenders might lawfully have elected to apply such payments to any part or
all of the Guaranteed Obligations or to amounts which are not covered by this
guaranty; (g) any change in the ownership of any Obligor or the insolvency,
bankruptcy or any other change in the legal status of any Obligor; (h) the
change in or the imposition of any law, decree, regulation or other governmental
act which does or might impair, delay or in any way affect the validity,
enforceability or the payment when due of the Guaranteed Obligations; (i) the
failure of the Company or any Obligor to maintain in full force, validity or
effect or to obtain or renew when required all governmental and other approvals,
licenses or consents required in connection with the Guaranteed Obligations or
this guaranty, or to take any other action required in connection with the
performance of all obligations pursuant to the Guaranteed Obligations or this
guaranty; (j) the existence of any claim, setoff or other rights which the
Company may have at any time against any Obligor, or any other Person in
connection herewith or an unrelated transaction; (k) the Administrative Agent's
or any Lender's election, in any case or proceeding instituted under chapter 11
of the Bankruptcy Code, of the application of section 1111(b)(2) of the
Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a
security interest by the Company, as debtor in possession, under section 363 or
364 of the United States Bankruptcy Code; (m) the disallowance of all or any
portion any Lender's claims for repayment of the Guaranteed Debt under section
502 or 506 of the United States Bankruptcy Code; or (n) any other circumstances,
whether or not similar to any of the foregoing, which could constitute a defense
to a guarantor other than the defense of payment; all whether or not the Company
shall have had notice or knowledge of any act or omission referred to in the
foregoing clauses (a) through (n) of this paragraph. It is agreed that the
Company's liability hereunder is several and independent of any other guaranties
or other obligations at any time in effect with respect to the Guaranteed
Obligations or any part thereof and that the Company's liability hereunder may
be enforced regardless of the existence, validity, enforcement or
non-enforcement of any such other guaranties or other obligations or any
provision of any applicable law or regulation purporting to


                                     -101-
<PAGE>   108

prohibit payment by any Obligor of the Guaranteed Obligations in the manner
agreed upon between the Obligor and the Administrative Agent and the Lenders.

         10.4     Acceleration. The Company agrees that, as between the Company
on the one hand, and the Lenders and the Administrative Agent, on the other
hand, the obligations of each Obligor guaranteed under this Article X may be
declared to be forthwith due and payable, or may be deemed automatically to have
been accelerated, as provided in Section 9.1 hereof for purposes of this Article
X, notwithstanding any stay, injunction or other prohibition (whether in a
bankruptcy proceeding affecting such Obligor or otherwise) preventing such
declaration as against such Obligor and that, in the event of such declaration
or automatic acceleration, such obligations (whether or not due and payable by
such Obligor) shall forthwith become due and payable by the Company for purposes
of this Article X.

         10.5     Marshaling; Reinstatement. None of the Lenders nor the
Administrative Agent nor any Person acting for or on behalf of the Lenders or
the Administrative Agent shall have any obligation to marshall any assets in
favor of the Company or against or in payment of any or all of the Guaranteed
Obligations. If the Company, any Borrower or any other guarantor of all or any
part of the Guaranteed Obligations makes a payment or payments to any Lender or
the Administrative Agent, which payment or payments or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to such Borrower, the Company, such other guarantor
or any other Person, or their respective estates, trustees, receivers or any
other party, including, without limitation, the Company, under any bankruptcy
law, state or federal law, common law or equitable cause, then, to the extent of
such payment or repayment, the part of the Guaranteed Obligations which has been
paid, reduced or satisfied by such amount shall be reinstated and continued in
full force and effect as of the time immediately preceding such initial payment,
reduction or satisfaction.

         10.6     Subrogation. Until the irrevocable payment in full of the
Obligations and termination of all commitments which could give rise to any
Guaranteed Obligation, the Company hereby (i) waives and postpones any right of
subrogation with respect to the Guaranteed Obligations, (ii) waives and
postpones any right to enforce any remedy which the Administrative Agent and/or
the Lenders now has or may hereafter have against the Company, any endorser or
any other guarantor of all or any part of the Guaranteed Obligations, and (iii)
waives and postpones any benefit of, and any right to participate in, any
security or collateral given to the Administrative Agent and/or the Lenders to
secure payment of the Guaranteed Obligations or any part thereof or any other
liability of any Obligor to the Administrative Agent and/or the Lenders.

         10.7     Termination Date. This guaranty shall continue in effect until
the later of (a) the Facility Termination Date, and (b) the date on which this
Agreement has otherwise expired or been terminated in accordance with its terms
and all of the Guaranteed Obligations have been paid in full in cash.


                                     -102-
<PAGE>   109

ARTICLE XI: GENERAL PROVISIONS

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

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

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


         11.4     Entire Agreement. The Loan Documents embody the entire
agreement and understanding among the Borrowers, the Agents and the Lenders and
supersede all prior agreements and understandings among the Borrowers, the
Agents and the Lenders relating to the subject matter thereof other than the Fee
Letters.

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

         11.6     Expenses; Indemnification.

         (A)      Expenses. The Borrowers shall reimburse the Administrative
                  Agent for any reasonable costs and out-of-pocket expenses
                  (including reasonable attorneys' and paralegals' fees and time
                  charges of attorneys and paralegals for the Administrative
                  Agent, Issuing Banks, Swing Line Banks and Alternative
                  Currency Banks paid or incurred by 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. The Borrowers also agree to reimburse the
                  Agents, each Alternate Currency Bank, and each Lead Arranger
                  and each of the Lenders for any reasonable costs and
                  out-of-pocket expenses (including reasonable attorneys' and
                  paralegals' fees and time charges of attorneys and paralegals
                  for the Agents, each Alternate Currency Bank, each Lead
                  Arranger and each Lender, which attorneys and paralegals may
                  be employees of such Agent, such Alternate Currency Bank,


                                     -103-
<PAGE>   110

                  such Lead Arranger, or the Lenders) paid or incurred by the
                  Agents, the Alternate Currency Banks or the Lead Arrangers or
                  any Lender in connection with the collection of the
                  Obligations and enforcement of the Loan Documents. The
                  Administrative Agent shall provide the Borrowers with a
                  detailed statement of all reimbursements requested under this
                  Section 11.6(A).

         (B)      Indemnity. The Borrowers hereby further agree to indemnify the
                  Agents, the Lead Arrangers, the Alternate Currency Banks, the
                  Issuing Banks and each and all of the Lenders and each of
                  their respective Affiliates, and each of such Agent's, Lead
                  Arranger's, Alternate Currency Bank's, Issuing Bank's,
                  Lender's and Affiliate's directors, officers, employees,
                  attorneys and agents (all such persons, "INDEMNITEES") against
                  all losses, claims, damages, penalties, judgments, liabilities
                  and expenses (including, without limitation, all expenses of
                  litigation or preparation therefor whether or not such
                  Indemnitee is a party thereto) which any of them may pay or
                  incur arising out of or relating to this Agreement, the other
                  Loan Documents, the transactions contemplated hereby or the
                  direct or indirect application or proposed application of the
                  proceeds of any Loan hereunder except to the extent that they
                  are determined in a final non-appealable judgment by a court
                  of competent jurisdiction to have resulted from the gross
                  negligence or willful misconduct of the party seeking
                  indemnification.

         (C)      Waiver of Certain Claims. The Borrowers further agree to
                  assert no claim against any of the Indemnitees on any theory
                  of liability seeking consequential, special, indirect,
                  exemplary or punitive damages.

         (D)      Survival of Agreements. The obligations and agreements of the
                  Borrowers under this Section 11.6 shall survive the
                  termination of this Agreement.

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

         11.8     Accounting. Except with respect to the pricing grid
calculations in Section 2.15 and the financial covenant calculations in Section
7.4 both of which shall be made in accordance with Agreement Accounting
Principles as in effect on the date hereof, all accounting terms used herein
shall be interpreted and all accounting determinations hereunder shall be made
in accordance with generally accepted accounting principles as in effect from
time to time, consistently applied.

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

         11.10    Nonliability of Lenders. The relationship between the
Borrowers and the Lenders and the Administrative Agent shall be solely that of
borrower and lender. Neither the Administrative Agent nor any Lender shall have
any fiduciary responsibilities to the Borrowers or the Guarantors. Neither the
Administrative Agent nor any Lender undertakes any


                                     -104-
<PAGE>   111

responsibility to any Borrower or Guarantor to review or inform any Borrower or
Guarantor of any matter in connection with any phase of the Borrowers' business
or operations.

         11.11    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 AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (BUT WITHOUT REGARD TO THE
CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.

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

         (A)      EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B),
                  EACH OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM
                  ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO
                  THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH,
                  THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER
                  ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE
                  RESOLVED EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED IN NEW
                  YORK, BUT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM
                  THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE
                  OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES IN ALL DISPUTES
                  BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION THAT IT
                  MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

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

         (C)      VENUE. EACH BORROWER IRREVOCABLY WAIVES ANY OBJECTION
                  (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE


                                     -105-
<PAGE>   112

                  LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
                  CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING
                  OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS
                  AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
                  EXECUTED OR DELIVERED IN CONNECTION HEREWITH IN ANY
                  JURISDICTION SET FORTH ABOVE.

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

         (E)      ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH
                  OTHER PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND,
                  SPECIFICALLY, THE PROVISIONS OF SECTION 11.6 AND THIS SECTION
                  11.12, WITH ITS COUNSEL.

         11.13    Other Transactions. Each of the Agents, the Lead Arrangers,
the Lenders, the Issuing Banks, the Swing Line Banks and the Borrowers
acknowledge that the Agents and the Lenders (or Affiliates of the Agents and the
Lenders) may, from time to time, effect transactions for their own accounts or
the accounts of customers, and hold positions in loans or options on loans of
the Company, the Company's Subsidiaries and other companies that may be the
subject of this credit arrangement and nothing in this Agreement shall impair
the right of any such Person to enter into any such transaction (to the extent
it is not expressly prohibited by the terms of this Agreement) or give any other
Person any claim or right of action hereunder as a result of the existence of
the credit arrangements hereunder, all of which are hereby waived. In addition,
certain Affiliates of one or more of the Lenders are or may be securities firms
and as such may effect, from time to time, transactions for their own accounts
or for the accounts of customers and hold positions in securities or options on
securities of the Company, the Company's Subsidiaries and other companies that
may be the subject of this credit arrangement and nothing in this Agreement
shall impair the right of any such Person to enter into any such transaction (to
the extent it is not expressly prohibited by the terms of this Agreement) or
give any other Person any claim or right of action hereunder as a result of the
existence of the credit arrangements hereunder, all of which are hereby waived.
Other business units affiliated with each of the Agents may from time to time
provide other financial services and products to the Company and its
Subsidiaries.


                                     -106-
<PAGE>   113

ARTICLE XII: THE ADMINISTRATIVE AGENT

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

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

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

         12.4     No Responsibility for Loans, Creditworthiness, Recitals, Etc.
Neither the Administrative Agent nor any of its directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into,
or verify (i) any statement, warranty or representation made in connection with
any Loan Document or any borrowing hereunder; (ii) the performance or observance
of any of the covenants or agreements of any obligor under any Loan Document;
(iii) the satisfaction of any condition specified in Article V, except receipt
of items required to be delivered solely to the Administrative Agent; (iv) the
existence or possible existence of any Default or (v) the validity,
effectiveness or genuineness of any Loan Document or any other instrument or
writing furnished in connection therewith. The Administrative Agent


                                     -107-
<PAGE>   114

shall not be responsible to any Lender for any recitals, statements,
representations or warranties herein or in any of the other Loan Documents, or
for the execution, effectiveness, genuineness, validity, legality,
enforceability, collectibility, or sufficiency of this Agreement or any of the
other Loan Documents or the transactions contemplated thereby, or for the
financial condition of any guarantor of any or all of the Obligations, the
Company or any of its Subsidiaries.

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

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

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

         12.8     The Administrative Agent's, Issuing Banks' and Alternate
Currency Banks' Reimbursement and Indemnification. (a) The Lenders agree to
reimburse and indemnify the Administrative Agent ratably in proportion to their
respective Pro Rata Shares (i) for any expenses incurred by the Administrative
Agent on behalf of the Lenders, in connection with the preparation, execution,
delivery, administration and enforcement of the Loan Documents and (ii) for any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Administrative Agent in any way
relating to or arising out of the Loan Documents or any other document delivered
in connection therewith or the transactions contemplated thereby, or the
enforcement of any of the terms thereof or of any such other documents, provided
that no Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have arisen primarily from the gross negligence or willful
misconduct of the Administrative Agent.


                                     -108-
<PAGE>   115

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

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

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

         12.11    Successor Administrative Agent. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Company. Upon any such resignation, the Required Lenders shall have the right,
with the consent of the Company prior to the occurrence of a Default (which
consent shall not be unreasonably withheld), to appoint, on behalf of the
Borrowers and the Lenders, a successor Administrative Agent. If no successor


                                     -109-
<PAGE>   116

Administrative Agent shall have been so appointed by the Required Lenders and
shall have accepted such appointment within thirty days after the retiring
Administrative Agent's giving notice of resignation, then the retiring
Administrative Agent may appoint, on behalf of the Borrowers and the Lenders, a
successor Administrative Agent. Such successor Administrative Agent shall be a
commercial bank having capital and retained earnings of at least $500,000,000.
Upon the acceptance of any appointment as the Administrative Agent hereunder by
a successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Article XII shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as the Administrative Agent hereunder and
under the other Loan Documents.

         12.12    No Duties Imposed Upon Syndication Agent, Documentation Agent
or Lead Arrangers. None of the Persons identified on the cover page to this
Agreement, the signature pages to this Agreement or otherwise in this Agreement
as a "Syndication Agent" or "Documentation Agent" or "Lead Arranger" shall have
any right, power, obligation, liability, responsibility or duty under this
Agreement other than, if such Person is a Lender, those applicable to all
Lenders as such. Without limiting the foregoing, none of the Persons identified
on the cover page to this Agreement, the signature pages to this Agreement or
otherwise in this Agreements as a "Syndication Agent" or "Documentation Agent"
or "Lead Arranger" shall have or be deemed to have any fiduciary duty to or
fiduciary relationship with any Lender. In addition to the agreements set forth
in Section 12.10, each of the Lenders acknowledges that it has not relied, and
will not rely, on any of the Persons so identified in deciding to enter into
this Agreement or in taking or not taking action hereunder.

         12.13    Collateral Agent. ABN is appointed by the Lenders as the
Collateral Agent hereunder and under each of the Pledge Agreements. Each
reference to the Administrative Agent in this Article XII shall be deemed to
refer also to the Collateral Agent.

ARTICLE XIII: SETOFF; RATABLE PAYMENTS

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

13.2 Ratable Payments. If any Lender, whether by setoff or otherwise, has
payment made to it upon its Loans (other than payments received pursuant to
Sections 4.1, 4.2 or 4.4 and payments expressly hereunder provided to be
distributed on other than a pro rata basis or payments made and distributed in
accordance with Section 2.12) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which


                                     -110-
<PAGE>   117

might be subject to setoff or otherwise, receives collateral or other protection
for its Obligation or such amounts which may be subject to setoff, such Lender
agrees, promptly upon demand, to take such action necessary such that all
Lenders share in the benefits of such collateral ratably in proportion to the
obligations owing to them. In case any such payment is disturbed by legal
process, or otherwise, appropriate further adjustments shall be made.

         13.3     Application of Payments. The Administrative Agent shall apply
all payments and prepayments in respect of any Obligations in the following
order:

         (A)      first, to pay interest on and then principal of any portion of
                  the Loans which the Administrative Agent may have advanced on
                  behalf of any Lender for which the Administrative Agent has
                  not then been reimbursed by such Lender or the applicable
                  Borrower and to pay any Swing Line Loan, Alternate Currency
                  Loan or Reimbursement Obligation that has not been paid;

         (B)      second, to the ratable payment of the Obligations then due and
                  payable; and

         (C)      third, to the ratable payment of all other Obligations.

         13.4     Relations Among Lenders. The Lenders are not partners or
co-venturers, and no Lender shall be liable for the acts or omissions of, or
(except as otherwise set forth herein in case of the Administrative Agent)
authorized to act for, any other Lender.

ARTICLE XIV: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         14.1     Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers and
the Lenders and their respective successors and assigns, except that (A) no
Borrower shall have any right to assign its rights or obligations under the Loan
Documents without the consent of all of the Lenders, and any such assignment in
violation of this Section 14.1(A) shall be null and void, and (B) any assignment
by any Lender must be made in compliance with Section 14.3 hereof.
Notwithstanding clause (B) of this Section 14.1 or Section 14.3, (i) any Lender
may at any time, without the consent of any Borrower or the Administrative
Agent, assign all or any portion of its rights under this Agreement to a Federal
Reserve Bank and (ii) any Lender which is a fund or commingled investment
vehicle that invests in commercial loans in the ordinary course of its business
may at any time, without the consent of any Borrower or the Administrative
Agent, pledge or assign all or any part of its rights under this Agreement to a
trustee or other representative of holders of obligations owed or securities
issued by such Lender as collateral to secure such obligations or securities;
provided, however, that no such assignment or pledge shall release the
transferor Lender from its obligations hereunder. The Administrative Agent may
treat each Lender as the owner of the Loans made by such Lender hereunder for
all purposes hereof unless and until such Lender complies with Section 14.3
hereof in the case of an assignment thereof or, in the case of any other
transfer, a written notice of the transfer is filed with the Administrative
Agent. Any assignee or transferee of a Loan, Revolving Loan Commitment, L/C
Interest or any other interest of a lender under the Loan Documents agrees by
acceptance thereof to be bound by all the terms and provisions of the Loan
Documents. Any request, authority or consent of any Person, who at the time of
making such request or giving such authority or consent is the owner of any
Loan, shall be conclusive and binding on any subsequent owner, transferee or
assignee of such Loan.


                                     -111-
<PAGE>   118

         14.2     Participations.

         (A)      Permitted Participants; Effect. Subject to the terms set forth
                  in this Section 14.2, any Lender may, in the ordinary course
                  of its business and in accordance with applicable law, at any
                  time sell to one or more banks or other entities
                  ("PARTICIPANTS") participating interests in any Loan owing to
                  such Lender, any Revolving Loan Commitment of such Lender, any
                  L/C Interest of such Lender or any other interest of such
                  Lender under the Loan Documents on a pro rata or non-pro rata
                  basis. Notice of such participation to the Company and the
                  Administrative Agent shall be required prior to any
                  participation becoming effective with respect to a Participant
                  which is not a Lender or an Affiliate thereof. Upon receiving
                  said notice, the Administrative Agent shall record the
                  participation in the Register it maintains. Moreover,
                  notwithstanding such recordation, such participation shall not
                  be considered an assignment under Section 14.3 of this
                  Agreement and such Participant shall not be considered a
                  Lender. In the event of any such sale by a Lender of
                  participating interests to a Participant, such Lender's
                  obligations under the Loan Documents shall remain unchanged,
                  such Lender shall remain solely responsible to the other
                  parties hereto for the performance of such obligations, such
                  Lender shall remain the owner of all Loans made by it for all
                  purposes under the Loan Documents, all amounts payable by the
                  applicable Borrower under this Agreement shall be determined
                  as if such Lender had not sold such participating interests,
                  and the applicable Borrower and the Administrative Agent shall
                  continue to deal solely and directly with such Lender in
                  connection with such Lender's rights and obligations under the
                  Loan Documents except that, for purposes of Article IV hereof,
                  the Participants shall be entitled to the same rights as if
                  they were Lenders.

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

         14.3     Assignments.

         (A)      Permitted Assignments. (i) Any Lender (each such assigning
                  Lender under this Section 14.3 being a "SELLER") may, in the
                  ordinary course of its business and in accordance with
                  applicable law, at any time assign to one or more banks or
                  other entities (other than the Company or any of its
                  Affiliates) ("PURCHASERS") all or a portion of its rights and
                  obligations under this Agreement (including, without
                  limitation, its Tranche A Revolving Loan Commitment, its
                  Tranche B Revolving Loan Commitment, any Loans owing to it,
                  all of its participation interests in existing Letters of
                  Credit, Swing Line Loans and


                                     -112-
<PAGE>   119

                  Alternate Currency Loans, and its obligation to participate in
                  additional Letters of Credit, Swing Line Loans and Alternate
                  Currency Loans hereunder) in accordance with the provisions of
                  this Section 14.3. Such assignment shall be substantially in
                  the form of Exhibit D hereto and shall not be permitted
                  hereunder unless such assignment is either for all of such
                  Seller's rights and obligations under the Loan Documents or,
                  without the prior written consent of the Administrative Agent
                  and the Company, involves loans and commitments as a
                  consequence of which neither the Seller nor the Purchaser will
                  have a Commitment of less than $5,000,000 (for Sellers which
                  are Managing Agents or Agents) or $10,000,000 (for all other
                  Sellers); provided that the foregoing restrictions with
                  respect to Commitments having a minimum aggregate amount (i)
                  shall not apply to any assignment between Lenders, or to an
                  Affiliate or Approved Fund of any Lender, and (ii) in any
                  event may be waived by the Administrative Agent and the
                  Company). The written consent of the Administrative Agent,
                  and, prior to the occurrence of a Default, the Company (which
                  consent, in each such case, shall not be unreasonably
                  withheld), shall be required prior to an assignment becoming
                  effective with respect to a Purchaser which is not a Lender or
                  an Affiliate or Approved Fund of such Lender.

         (ii)     Notwithstanding anything to the contrary contained herein, any
Lender (each such Lender, a "GRANTING BANK") may grant to a special purpose
funding vehicle (each such special purpose funding vehicle, a "SPC"), identified
as such in writing from time to time by the applicable Granting Bank to the
Administrative Agent and the Company, the option to provide to the Company and
the other Borrowers all or any part of any Advance that such Granting Bank would
otherwise be obligated to make to the applicable Borrower pursuant to this
Agreement; provided, that (i) nothing herein shall constitute a commitment by
any SPC to make any Advance, (ii) if an SPC elects not to exercise such option
or otherwise fails to provide all or any part of such Advance, the applicable
Granting Bank shall be obligated to make such Advance pursuant to the terms
hereof. The making of an Advance by any SPC hereunder shall utilize the
Revolving Loan Commitment of the applicable Granting Bank to the same extent,
and as if, such Advance were made by such Granting Bank. Each party hereto
hereby agrees that no SPC shall be liable for any indemnity or other similar
payment obligation under this Agreement (all liability for which shall remain
with the applicable Granting Bank). All notices hereunder to any Granting Bank
or the related SPC, and all payments in respect of the Obligations due to such
Granting Bank or the related SPC, shall be made to such Granting Bank. In
addition, each Granting Bank shall vote as a Lender hereunder without giving
effect to any assignment under this Section 14.3(A)(ii), and not SPC shall have
any vote as a Lender under this Agreement for any purpose. 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 SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereto. In addition, notwithstanding anything to the
contrary contained in this Section 14.3, any SPC may (i) with notice to, but
without the prior written consent of, the Company and the Administrative Agent
and without paying any processing or administrative fee therefor, assign all or
a portion of its interest in any Advances to the Granting Bank or to any
financial institutions (consented to by the Company and the Administrative Agent
in accordance with the terms of Section 14.3(A)(i)) providing liquidity and/or
credit support to or for the account of such SPC to support the funding or
maintenance of Advances and (ii) disclose


                                     -113-
<PAGE>   120

on a confidential basis any non-public information relating to its Advances to
any rating agency, commercial paper dealer or provider of any surety, guarantee
or credit or liquidity enhancement to such SPC. This Section 14.3(A)(ii) may not
be amended without the written consent of each SPC affected thereby.

         (B)      Effect; Effective Date. Upon (i) delivery to the
                  Administrative Agent and the Alternate Currency Banks of a
                  notice of assignment, substantially in the form attached as
                  Appendix I to Exhibit D hereto (a "NOTICE OF ASSIGNMENT"),
                  together with any consent required by Section 14.3(A) hereof,
                  (ii) payment of a $3,500 fee by the assignee or the assignor
                  (as agreed) to the Administrative Agent for processing such
                  assignment (other than an assignment by a Lender to an
                  Affiliate of such Lender or an Approved Fund of such Lender),
                  and (iii) the completion of the recording requirements in
                  Section 14.3(C), such assignment shall become effective on the
                  later of such date when the requirements in clauses (i), (ii),
                  and (iii) are met or the effective date specified in such
                  Notice of Assignment. The Notice of Assignment shall contain a
                  representation by the Purchaser to the effect that none of the
                  consideration used to make the purchase of the Revolving Loan
                  Commitment, Loans and L/C Obligations under the applicable
                  assignment agreement are "plan assets" as defined under ERISA
                  and that the rights and interests of the Purchaser in and
                  under the Loan Documents will not be "plan assets" under
                  ERISA. On and after the effective date of such assignment,
                  such Purchaser, if not already a Lender, shall for all
                  purposes be a Lender party to this Agreement and any other
                  Loan Documents executed by the Lenders and shall have all the
                  rights and obligations of a Lender under the Loan Documents,
                  to the same extent as if it were an original party hereto, and
                  no further consent or action by any Borrower, the Lenders, the
                  Alternate Currency Banks or the Administrative Agent shall be
                  required to release the Seller with respect to the percentage
                  of the Aggregate Revolving Loan Commitment, Loans and Letter
                  of Credit, Swing Line Loans and Alternate Currency Loan
                  participations assigned to such Purchaser. Upon the
                  consummation of any assignment to a Purchaser pursuant to this
                  Section 14.3(B), the Seller, the Administrative Agent, the
                  Alternate Currency Banks and the Borrowers shall make
                  appropriate arrangements so that, to the extent notes have
                  been issued to evidence any of the transferred Loans,
                  replacement notes are issued to such Seller and new notes or,
                  as appropriate, replacement notes, are issued to such
                  Purchaser, in each case in principal amounts reflecting their
                  Revolving Loan Commitment, as adjusted pursuant to such
                  assignment. Notwithstanding anything to the contrary herein,
                  no Borrower shall, at any time, be obligated to pay under
                  Section 2.15(E) to any Lender that is a Purchaser, assignee or
                  transferee any sum in excess of the sum which such Borrower
                  would have been obligated to pay to the Lender that was the
                  Seller, assignor or transferor had such assignment or transfer
                  not been effected.

         (C)      The Register. Notwithstanding anything to the contrary in this
                  Agreement, each Borrower hereby designates the Administrative
                  Agent, and the Administrative Agent hereby accepts such
                  designation, to serve as such Borrower's contractual
                  representative solely for purposes of this Section 14.3(C). In
                  this connection, the Administrative Agent shall maintain at
                  its address referred to in Section 15.1 a


                                     -114-
<PAGE>   121

                  copy of each assignment delivered to and accepted by it
                  pursuant to this Section 14.3 and a register (the "REGISTER")
                  for the recordation of the names and addresses of the Lenders
                  and the Revolving Loan Commitment of, principal amount of and
                  interest on the Loans owing to, each Lender from time to time
                  and whether such Lender is an original Lender or the assignee
                  of another Lender pursuant to an assignment under this Section
                  14.3. The entries in the Register shall be conclusive and
                  binding for all purposes, absent manifest error, and the
                  Company and each of its Subsidiaries, the Administrative Agent
                  and the Lenders may treat each Person whose name is recorded
                  in the Register as a Lender hereunder for all purposes of this
                  Agreement. The Register shall be available for inspection by
                  any Borrower or any Lender at any reasonable time and from
                  time to time upon reasonable prior notice.

         14.4     Confidentiality. Subject to Section 14.5, the Administrative
Agent and the Lenders and their respective representatives shall hold all
nonpublic information obtained pursuant to the requirements of this Agreement
and identified as such by the Company or any other Borrower in accordance with
such Person's customary procedures for handling confidential information of this
nature and in accordance with safe and sound commercial lending or investment
practices and in any event may make disclosure reasonably required by a
prospective Transferee in connection with the contemplated participation or
assignment or as required or requested by any Governmental Authority or any
securities exchange or similar self-regulatory organization or representative
thereof or pursuant to a regulatory examination or legal process, or to any
direct or indirect contractual counterparty in swap agreements or such
contractual counterparty's professional advisor. In no event shall the
Administrative Agent or any Lender be obligated or required to return any
materials furnished by the Company; provided, however, each prospective
Transferee shall be required to agree that if it does not become a participant
or assignee it shall return all materials furnished to it by or on behalf of the
Company in connection with this Agreement.

         14.5     Dissemination of Information. Each Borrower authorizes each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "TRANSFEREE") and
any prospective Transferee any and all information in such Lender's possession
concerning the Company and its Subsidiaries; provided that prior to any such
disclosure, such prospective Transferee shall agree to preserve in accordance
with Section 14.4 the confidentiality of any confidential information described
therein.

ARTICLE XV: NOTICES

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


                                     -115-
<PAGE>   122

deemed given when received; any notice, if transmitted by telex or facsimile,
shall be deemed given when transmitted (answerback confirmed in the case of
telexes).

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

         15.3     Authority of Company. Each of the Subsidiary Borrowers, by its
execution hereof or of an Assumption Letter (i) irrevocably authorizes the
Company, on behalf of such Subsidiary Borrower, to give and receive all notices
under the Loan Documents and to make all elections under the Loan Documents and
to give all Borrowing/Conversion/Continuation Notices on its behalf, (ii) agrees
to be bound by any such notices or elections and (iii) agrees that the
Administrative Agent and Lenders may rely upon any such policies or elections as
if they had been given or made by such Subsidiary Borrower.

ARTICLE XVI: COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Company, the
Administrative Agent and the Lenders and each party has notified the
Administrative Agent by telex or telephone, that it has taken such action.


                   Remainder of This Page Intentionally Blank


                                     -116-

<PAGE>   123
         IN WITNESS WHEREOF, the Company, the Subsidiary Borrowers, the Lenders
and the Administrative Agent have executed this Agreement 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 HOLDINGS, INC., as a Subsidiary
                                  Borrower



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


                                  LANIER PUERTO RICO, INC., as a Subsidiary
                                  Borrower



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


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



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


        [Signature page to Amended and Restated 5-Year Credit Agreement]
<PAGE>   124

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



                                  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:


                                  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:


        [Signature page to Amended and Restated 5-Year Credit Agreement]
<PAGE>   125

                                  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:


                                  DRESDNER BANK LATEINAMERIKA
                                  AKTIENGESELLSCHAFT, MIAMI AGENCY, as Lender



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


                                  FIRSTAR BANK N.A., as Lender



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


        [Signature page to Amended and Restated 5-Year Credit Agreement]
<PAGE>   126

                                  THE MITSUBISHI TRUST AND BANKING
                                  CORPORATION, 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:


        [Signature page to Amended and Restated 5-Year Credit Agreement]